FIRST AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4)

Exhibit 10.32

FIRST AMENDMENT TO
AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 4)

THIS FIRST AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4) (this “Amendment”) is made and entered into as of October 1, 2009 by and among each of the parties identified on the signature pages hereof as a landlord (collectively, “Landlord”), and each of the parties identified on the signature pages hereof as a tenant (jointly and severally, “Tenant”).

W I T N E S S E T H:

WHEREAS, pursuant to the terms of that certain Amended and Restated Master Lease Agreement (Lease No. 4), dated as of August 4, 2009 (“Amended Lease No. 4”), 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 Amended Lease No. 4), all as more particularly described in Amended Lease No. 4; and

WHEREAS, on or about the date hereof, SNH CHS Properties Trust has acquired certain real property and related improvements known as ▇▇▇▇▇▇▇ ▇▇▇▇▇ at Alvamar, and located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, as more particularly described on Exhibit A-26 attached hereto (the “▇▇▇▇▇▇▇ ▇▇▇▇▇ Property”); and

WHEREAS, in connection with the acquisition of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Property, SNH CHS Properties Trust desires to lease the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Property to Five Star Quality Care Trust and Five Star Quality Care Trust desires to lease the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Property from SNH CHS Properties Trust; and

WHEREAS, SNH CHS Properties Trust, the other entities comprising Landlord, Five Star Quality Care Trust and the other entities comprising Tenant wish to amend Amended Lease No. 4 to include the ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 that, effective as of the date hereof, Amended Lease No. 4 is hereby amended as follows:

1.             Definition of Minimum Rent.  The defined term “Minimum Rent” set forth in Section 1.68 of Amended Lease No. 4 is hereby deleted in its entirety and replaced with the following:

“Minimum Rent”  shall mean the sum of Twenty-Two Million Seven Hundred Forty-Seven Thousand Three Hundred Sixty-Nine and 09/100s Dollars ($22,747,369.09) per annum.

2.             Leased Property.  Section 2.1 of Amended Lease No. 4 is hereby amended by deleting subsection (a) therefrom in its entirety and replacing it with the following:

(a)           those certain tracts, pieces and parcels of land as more particularly described on Exhibits A-1 through A-26 attached hereto and made a part hereof (the “Land”).

3.             Schedule 1.  Schedule 1 to Amended Lease No. 4 is hereby deleted in its entirety and replaced with Schedule 1 attached hereto.

4.             Exhibit A.  Exhibit A to Amended Lease No. 4 is hereby amended by adding Exhibit A-26 attached hereto immediately following Exhibit A-25 to the Amended Lease No. 4.

5.             Ratification.  As amended hereby, Amended Lease No. 4 is hereby ratified and confirmed.

[Remainder of page intentionally left blank;

signature pages follow]

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IN WITNESS WHEREOF, the parties have executed this Amendment as a sealed instrument as of the date above first written.

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EXHIBIT A-26

▇▇▇▇▇▇▇ ▇▇▇▇▇ at Alvamar

▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Certain attachments to the Exhibits to this agreement have been omitted. The Company agrees to furnish supplementally copies of any of the omitted attachments to the Exhibits to the Securities and Exchange Commission upon request.

SCHEDULE 1

PROPERTY-SPECIFIC INFORMATION

“*” indicates New Seasons Property