Exhibit 10.2


 


THIRD AMENDMENT TO SECOND AMENDED AND RESTATED
LEASE AGREEMENT


 


THIS THIRD AMENDMENT TO SECOND AMENDED AND
RESTATED LEASE AGREEMENT (this “Amendment”) is made and entered into as of October 31,
2005 by and among each of the parties identified on the signature page hereof
as landlord, as landlord (collectively, “Landlord”), and FIVE STAR QUALITY CARE TRUST, a Maryland business trust, as
tenant (“Tenant”).


 


W  I  T  N  E
S  S  E  T  H:


 


WHEREAS, pursuant to the terms of that certain Second Amended
and Restated Lease Agreement, dated as of November 19, 2004, as amended by
that certain First Amendment of Lease dated as of May 17, 2005 and that
certain Second Amendment to Second Amended and Restated Lease Agreement dated
as of June 3, 2005 (as so amended, the “Consolidated Lease”),
Landlord leases to Tenant, and Tenant leases from Landlord, the Leased Property
(this and other capitalized terms used but not otherwise defined herein having
the meanings given such terms in the Consolidated Lease), all as more particularly
described in the Consolidated Lease; and


 


WHEREAS, SNH/LTA Properties Trust has
acquired certain real property and related improvements located on land in
Allegheny County and Beaver County, Pennsylvania, as more particularly
described on Exhibits A-83 through A-88 attached hereto
(collectively, the “Third Amendment Property”); and


 


WHEREAS, SNH/LTA Properties Trust, the
other entities comprising Landlord and Tenant wish to amend the Consolidated
Lease to include the Third Amendment Property;


 


NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the mutual receipt and
legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby
agree as follows:


 


1.             Effective as of the date hereof, Exhibits
A-83 through A-88 are hereby inserted into the Consolidated Lease as
Exhibits A-83 through A-88.


 


2.             Effective as of the date hereof, the
definition of “Additional Properties” set forth in Section 1.2 of
the Consolidated Lease is hereby amended by deleting the existing definition
and replacing it with the following definition:


 





















 


“Additional Properties” shall mean,
collectively, (i) the Properties described in Exhibits A-30 and A-68
through A-88 hereof, and (ii) the LTA GMAC Leased Property.


 


3.             The definition of “Existing Properties”
set forth in Section 1.33 of the Consolidated Lease is hereby amended by
deleting the existing definition and replacing it with the following
definition:


 


“Existing Properties” shall mean the Properties
described in Exhibits A-1 through A-29 and A-31 through A-67
hereof.


 


4.             Effective as of the date hereof, the
definition of “Minimum Rent” set forth in Section 1.69 of the
Consolidated Lease is hereby amended by deleting the existing definition and
replacing it with the following definition:


 


“Minimum Rent” shall mean the sum of Thirty-One
Million Nine Hundred One Thousand Six Hundred Fifty-Two Dollars ($31,901,652)
per annum.


 


5.             Effective as of the date hereof, Section 2.1
of the Consolidated Lease is hereby amended by deleting subsection (a) in
its entirety and replacing it with the following:


 


(a)  those certain tracts, pieces and parcels of
land, as more particularly described in Exhibits A-1 through A-88,
attached hereto and made a part hereof (the “Land”);


 


6.             Section 12.1(m) of the Consolidated
Lease is hereby amended by deleting it in its entirety and inserting the words
“[INTENTIONALLY DELETED]” in its
place.


 


7.             Effective as of the date hereof, Tenant
shall pay all Additional Rent and Additional Charges related to the Third
Amendment Property (which constitute Additional Property) in accordance with
the provisions of the Consolidated Lease.


 


8.             As amended hereby, the Consolidated Lease
is hereby ratified and confirmed.


 


[Signature
Page Follows.]


 


2





















 


IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be
duly executed, as a sealed instrument, as of the date first set forth above.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  ELLICOTT
  CITY LAND I LLC, ELLICOTT

  CITY LAND II LLC, HRES2 PROPERTIES

  TRUST, SNH CHS PROPERTIES TRUST,

  SPTIHS PROPERTIES TRUST, SPT-

  MICHIGAN TRUST, SPTMNR PROPERTIES

  TRUST, SNH/LTA PROPERTIES TRUST

  and SNH/LTA PROPERTIES GA LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R.
  Hoadley

  	
   

  
	
   

  	
   

  	
  John R. Hoadley

  
	
   

  	
   

  	
  Treasurer of
  each of the

  foregoing entities

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce J.
  Mackey Jr.

  	
   

  
	
   

  	
   

  	
  Bruce J. Mackey
  Jr.

  
	
   

  	
   

  	
  Treasurer, Chief
  Financial

  Officer and Assistant Secretary

  
						



 





















 


OMITTED EXHIBITS


 


The following exhibits to
the Third Amendment to Second Amended and Restated Lease Agreement have been
omitted:


 


	
  EXHIBITS

  	
   

  	
  EXHIBIT TITLE

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A-83

  	
   

  	
  FRANCISCAN MANOR
  PROPERTY

  
	
  EXHIBIT A-84

  	
   

  	
  MOUNT VERNON OF
  ELIZABETH PROPERTY

  
	
  EXHIBIT A-85

  	
   

  	
  MOUNT VERNON OF
  SOUTH PARK PROPERTY

  
	
  EXHIBIT A-86

  	
   

  	
  OVERLOOK GREEN
  PROPERTY

  
	
  EXHIBIT A-87

  	
   

  	
  RIDGEPOINTE
  PROPERTY

  
	
  EXHIBIT A-88

  	
   

  	
  ROLLING HILLS
  MANOR PROPERTY

  



 


The Registrant agrees to
furnish supplementally a copy of the foregoing omitted exhibits to the
Securities and Exchange Commission upon request.