Exhibit 10.9


    Exhibit
      10.9

    


    [Tucson,
      Arizona]

    [Sun
      City, Florida - Sun City Facility]

    [Sun
      City, Florida - Homewood Facility]

    [Lexington,
      Kentucky]

    [Holland,
      Michigan]

    [Austin,
      Texas]

    [Ft.
      Worth, Texas]

     

    

      SECOND
        AMENDMENT TO MASTER LEASE

      (Phase
        III)

      


      THIS
        SECOND AMENDMENT TO MASTER LEASE (this “Amendment”)
        is
        made and entered into as of this 30th day of June, 2005 (the “Effective
        Date”),
        by
        and between HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation
        (“HCP”),
        TEXAS
        HCP HOLDING, L.P., a Delaware limited partnership, for itself and as
        successor-by-merger to Texas HCP REVX, L.P., a Delaware limited
        partnership
        (“Texas
        HCP”),
        ARC
        RICHMOND PLACE REAL ESTATE HOLDINGS, LLC, a Delaware limited liability company
        (“Richmond
        RealCo”),
        ARC
        HOLLAND REAL ESTATE HOLDINGS, LLC, a Delaware limited liability company
        (“Holland
        RealCo”),
        ARC
        SUN CITY CENTER REAL ESTATE HOLDINGS, LLC, a Delaware limited liability company
        (“Sun
        City RealCo”)
        and
        ARC LABARC REAL ESTATE HOLDINGS, LLC, a Delaware limited liability company
        (“Homewood
        RealCo”)
        (collectively, as their interests may appear, “Lessor”),
        on
        the one hand, and FORT AUSTIN LIMITED PARTNERSHIP, a Texas limited partnership
        (“Fort
        Austin Lessee”),
        ARC
        SANTA CATALINA, INC., a Tennessee corporation (“Santa
        Catalina Lessee”),
        ARC
        RICHMOND PLACE, INC., a Delaware corporation (“Richmond
        Lessee”),
        FREEDOM VILLAGE OF HOLLAND, MICHIGAN, a Michigan general partnership
        (“Holland
        Lessee”),
        FREEDOM VILLAGE OF SUN CITY CENTER, LTD., a Florida limited partnership
        (“Sun
        City Lessee”),
        and
        LaBARC, L.P., a Tennessee limited partnership (“Homewood
        Lessee”)
        (collectively, and jointly and severally, “Lessee”),
        on
        the other hand. 

       

      RECITALS

       

      A. Lessor
        is
        the current “Lessor,” and Lessee is the current “Lessee,” pursuant to that
        certain Master Lease dated September 23, 2003 (the “Original
        Lease”)
        between ARC Santa Catalina Real Estate Holdings, LLC, a Delaware limited
        liability company (“Santa
        Catalina RealCo”)
        and
        Fort Austin Real Estate Holdings, LLC, a Delaware limited liability company
        (“Fort
        Austin RealCo”),
        collectively as the original “Lessor,” and Fort Austin Lessee and Santa Catalina
        Lessee, as the original “Lessee,” as amended by that certain First Amendment to
        Master Lease and Guaranty and Option to Purchase Certain Facilities dated
        as of
        July 15, 2004 (the “First
        Amendment,”
        and
        together with the Original Lease, the “Lease”).
        The
        Lease covers the “Leased Property” of seven (7) separate congregate care
        retirement facilities, located in Tucson, Arizona, Austin, Texas, Ft. Worth,
        Texas, Sun City, Florida (Homewood), Sun City Florida (Sun City), Lexington,
        Kentucky and Holland, Michigan, all as more particularly described in the
        Lease.


       

      B. The
        Lessee’s obligations under the Lease are guaranteed by (i) ARCPI Holdings, Inc.,
        a Delaware corporation (“ARCPI”)
        pursuant to a written Guaranty of Obligations dated as of September 23, 2003,
        as
        amended by the First Amendment (as defined above) and that certain Second
        Amendment to Guaranty of Obligations (Phase III) of even date herewith (the
        “Second
        Amendment to Guaranty”)
        (and
        as the same may be further amended and/or reaffirmed from time to time in
        accordance with the terms thereof, the “ARCPI
        Guaranty”),
        and
        (ii) by American Retirement Corporation, a Tennessee corporation (“ARC”),
        pursuant to that certain Guaranty of Obligations (Phase III Master Lease)
        dated
        of even date herewith (as the same may be amended and/or reaffirmed from
        time to
        time in accordance with the terms thereof, the “ARC
        Guaranty”).
        ARCPI
        and ARC shall sometimes be referred to herein and in the Lease, collectively,
        as
“Guarantors,”
        and
        individually as “Guarantor”
        and the
        ARCPI Guaranty and the ARC Guaranty shall sometimes be referred to herein
        and in
        the Lease, collectively, as “Guarantors,” and individually as a
“Guaranty.”

       

      
        
          
          

        

        
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      C. The
        Lessor and Lessee desire to amend the Lease, but only upon the terms and
        conditions set forth herein.

       

      D. Capitalized
        terms used herein and not defined herein shall have the meanings given such
        terms in the Lease.

       

      AMENDMENT

       

      IN
        CONSIDERATION OF the foregoing recitals, the mutual promises contained herein,
        and other good and valuable consideration, the receipt and adequacy of which
        are
        hereby acknowledged, Lessor and Lessee hereby agree as follows:

       

      1. Modifications
        to Certain Definitions of the Lease. 
        The following definitions appearing in Article II of the Original Lease shall
        be
        amended and restated, in their entireties, as indicated:

       

      “Guarantor”:
        ARCPI
        and ARC, and any further guarantors of Lessee’s obligations pursuant to this
        Lease.

       

      “Guaranty”:
        (i)
        The Guaranty of Obligations (Phase III) of even date herewith executed by
        ARCPI
        (as the same may be amended, modified or reaffirmed from time to time in
        accordance with the terms thereof); (ii) that certain Guaranty of Obligations
        (Phase III) dated as of June 30, 2005, executed by ARC (as the same may be
        amended, modified or reaffirmed from time to time in accordance with the
        terms
        thereof); and (iii) any further written guaranty of Lessee’s obligations
        hereunder executed by another Person.

       

      2. Reaffirmation
        of Master Lease.
        Lessor
        and Lessee hereby acknowledge, agree and reaffirm that the Lease, as hereby
        amended, is and the parties intend the same for all purposes to be treated
        as a
        single, integrated and indivisible agreement. Lessee acknowledges that in
        order
        to induce Lessor to lease the Leased Property of each Facility to Lessee
        and as
        a condition thereto, Lessor insisted that the parties execute the Lease,
        as
        hereby amended, covering all of the Facilities in a single, integrated and
        indivisible agreement.

       

      3. Governing
        Law.
        THIS
        AMENDMENT WAS NEGOTIATED IN THE STATE OF CALIFORNIA, WHICH STATE THE PARTIES
        AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING
        TRANSACTION EMBODIED HEREBY. ACCORDINGLY, IN ALL RESPECTS THIS
        AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
        WITH,
        THE INTERNAL LAWS OF THE STATE OF CALIFORNIA (WITHOUT REGARD OF PRINCIPLES
        OR
        CONFLICTS OF LAW) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
        AMERICA.

       

      
        
          
          

        

        
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      4. Full
        Force and Effect; Counterparts; Facsimile Signatures.
        Except
        as hereby amended, the Lease shall remain in full force and effect. This
        Amendment may be executed in any number of counterparts, all of which shall
        constitute one and the same instrument. Telecopied signatures may be used
        in
        place of original signatures on this Amendment, and Lessor and Lessee both
        intend to be bound by the signatures of the telecopied document.

       

      [SIGNATURE
        PAGE FOLLOWS]

       

       

       

       

       

       

       

       

      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
        day
        and year first above written. 

       

      “Lessor”

       

      
        	
                WITNESSED:

                _________________________

                Witness

                 

                _________________________

                Witness

              	
                HEALTH
                  CARE PROPERTY INVESTORS, INC., a Maryland corporation

                By:               
                  

                Title:   
                  

              
	
                 

                WITNESSED:

                _________________________

                Witness

                 

                _________________________

                Witness

              	
                 

                TEXAS
                  HCP HOLDING, L.P., a Delaware limited partnership, for itself and
                  as
                  successor-by-merger to 

                Texas
                  HCP REVX, L.P., a Delaware limited
                  partnership

                 

                By: TEXAS
                  HCP G.P., INC., a Delaware corporation, its sole general
                  partner

                By:                                                 
                  

                Title:                              

                 

              


      

      


      [Signature
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                ARC
                  RICHMOND PLACE REAL ESTATE HOLDINGS, LLC, a Delaware limited liability
                  company

              
	
                WITNESSED:

                 

                _________________________

                Witness

                 

                _________________________

                Witness

              	
                By: Health
                  Care Property Investors, Inc., a Maryland corporation, its sole
                  member

                 

                By:                           
                  

                Title:                        

              
	 	
                ARC
                  HOLLAND REAL ESTATE 

                HOLDINGS,
                  LLC

                ARC
                  SUN CITY CENTER REAL ESTATE 

                HOLDINGS,
                  LLC

                ARC
                  LABARC REAL ESTATE HOLDINGS, LLC

                each,
                  a Delaware limited liability company

              
	
                 

                WITNESSED:

                 

                _________________________

                Witness

                 

                _________________________

                Witness

              	
                 

                By: Health
                  Care Property Investors, Inc., a Maryland corporation, its managing
                  member

                 

                By:                           
                  

                Title:                        

              


      

      


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                  “Lessee”

                
	
                  WITNESSED:

                   

                  _________________________

                  Witness

                   

                  _________________________

                  Witness

                	
                  FORT
                    AUSTIN LIMITED PARTNERSHIP, a Texas limited partnership

                   

                  By:
                    ARC Fort Austin Properties, LLC, its general partner

                   

                   

                  By:                               
                    

                  Title:                            

                
	
                   

                   

                  WITNESSED:

                   

                  _________________________

                  Witness

                   

                  _________________________

                  Witness

                	
                   

                  ARC
                    RICHMOND PLACE, INC., a Delaware 

                  corporation

                  ARC
                    SANTA CATALINA, INC., a Tennessee 

                  corporation

                   

                  By:                            
                    

                  Title:                             

                
	
                  WITNESSED:

                  _________________________

                  Witness

                   

                  _________________________

                  Witness

                	
                   

                  FREEDOM
                    VILLAGE OF HOLLAND,

                  MICHIGAN,
                    a Michigan general partnership

                  FREEDOM
                    VILLAGE OF SUN CITY CENTER,

                  LTD.,
                    a Florida limited partnership

                   

                  By: ARC
                    Freedom, LLC, managing partner

                  By:                       
                    

                  Title:                    

                   

                
	 	 
	 	 
	 	 
	 	 
	
                    [Signature
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                  WITNESSED:

                  _________________________

                  Witness

                   

                  _________________________

                  Witness

                	
                  LABARC,
                    L.P., a Tennessee limited partnership

                   

                  By: ARC
                    Sun City Center, Inc., general partner

                  By:                            
                    

                  Title:                         

                


        

      

      


    

    
      
        
        

      

      
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