EXHIBIT 10.2
As of June 30, 2000
Senior Housing Properties Trust
SPTMNR Properties Trust
Five Star Quality Care, Inc.
Shopco - AZ, LLC
Shopco - LA, LLC
Shopco - Colorado, LLC
Shopco - WI, LLC
c/o Senior Housing Properties Trust
400 Centre Street
Newton, MA 02458
Attention: Treasurer
Re: Settlement Agreement dated March 20, 2000 (the "Settlement
Agreement"), among Senior Housing Properties Trust, SPTMNR
Properties Trust, Five Star Quality Care, Inc., SHOPCO-AZ,
LLC, SHOPCO-CA, LLC, SHOPCO-COLORADO, LLC, SHOPCO-WI, LLC
(collectively, the "SNH Entities"), Mariner Post Acute
Network, Inc., Grancare, Inc., AMS Properties, Inc. and GC
Health Care Centers Inc. (collectively the "Mariner Entities")
Dear Ladies and Gentlemen:
Reference is made to that certain Settlement Agreement referred to
above, pursuant to which the SNH Entities and the Mariner Entities have agreed
to the settlement of certain claims. Capitalized terms used herein without
definition still have the meanings ascribed thereto in the Settlement Agreement.
The parties hereto hereby agree as follows:
1. The term Retained Facilities in the first sentence of Sections 3.2
and 3.3 of the Settlement Agreement shall include the Subleased Facilities, but
only to the extent that any such tangible or intangible personal property
located at or used in connection with the Subleased Facilities is owned by AMS
Properties of GCIHCC.
May 24, 2000
Page 2
2. The term Retained Facilities used in Section 9.4 of the Settlement
Agreement shall include the Subleased Facilities.
3. The term Retained Facility in the first sentence of Section 9.5 of
the Settlement Agreement shall include the Subleased Facilities.
4. The terms Retained Facility and Retained Facilities in Section 9.9
of the Settlement Agreement shall include the Subleased Facilities (except to
the extent otherwise provided therein).
5. The terms Retained Facility and Retained Facilities in Section 9.14
(iii) and (v) of the Settlement Agreement shall include the Subleased Facilities
(except that the Mariner Entities make no representation or warranty in Section
9.14 (iii) with respect to options or rights of first refusal, if any, that may
be expressly provided for in the Fresno Sublease).
6. The term Retained Facilities in Section 9.17 of the Settlement
Agreement shall include the Subleased Facilities, but only to the extent that
any of the Mariner Entities have knowledge with respect thereto.
Notwithstanding the foregoing, subject to, and upon the terms and
conditions set forth in Section 9.1 of the Settlement Agreement, each of the
Mariner Entities, jointly and severally, represent and warrant that the Mariner
Entities have not received from any Subtenant any amounts payable under its
Sublease with respect to prepaid expenses, real estate charges, municipal
charges, or other related items of expense attributable to any Subleased
Facility allocable to the period prior to the Effective Time that the Mariner
Entities have failed to apply to the payment thereof. From and after the
Effective Date, the Mariner Entities shall remit to the SNH Entities any amount
collected by the Mariner Entities from any Subtenant for obligations arising
after the Effective Date.
7. The terms Retained Facilities and Retained Facility in Section 9.18,
10.4, 10.5, 11.2 and 12.5 of the Settlement Agreement shall include the
Subleased Facilities.
8. The parties hereby acknowledge the receipt by AMS Properties, Inc.
of the June 14, 2000 letter from Covenant Care, the subtenant under the Fresno
Sublease, purporting to renew the
May 24, 2000
Page 3
Fresno Sublease. The receipt of this letter shall not be deemed a breach of
Section 9.19 of the Settlement Agreement.
9. The parties hereto covenant and agree that each of them shall
execute, acknowledge and deliver (or cause to be executed, acknowledged and
delivered), from time to time at the request of the other party and without
further consideration, all such further instruments of conveyance, transfer,
assignment and further assurance, and perform or cause to be performed all such
other acts as may be reasonably required in order to confirm and effectuate the
transactions contemplated by the Settlement Agreement.
Sincerely,
SENIOR HOUSING PROPERTIES TRUST,
a Maryland real estate investment trust
By: /s/ Ajay Saini
Its:
SPTMNR PROPERTIES TRUST,
a Maryland real estate investment trust
By: /s/ Ajay Saini
Its:
FIVE STAR QUALITY CARE, INC.,
a Delaware corporation
By: /s/ Evrett Benton
Its:
SHOPCO-AZ, LLC,
a Delaware limited liability company
By: Its Sole Member
SHOPCO Holdings, Inc.
By: /s/ Ajay Saini
Ajay Saini, Treasurer
May 24, 2000
Page 4
SHOPCO-CA, LLC,
a Delaware limited liability company
By: Its Sole Member
SHOPCO Holdings, Inc.
By: /s/ Ajay Saini
Ajay Saini, Treasurer
SHOPCO-COLORADO, LLC,
a Delaware limited liability company
By: Its Sole Member
SHOPCO Holdings, Inc.
By: /s/ Ajay Saini
Ajay Saini, Treasurer
SHOPCO-WI, LLC,
a Delaware limited liability company
By: Its Sole Member
SHOPCO Holdings, Inc.
By: /s/ Ajay Saini
Ajay Saini, Treasurer
May 24, 2000
Page 5
MARINER POST-ACUTE NETWORK, INC.
(f/k/a Paragon Health Network,
Inc.), a Delaware corporation
By: /s/ Todd Andrews
Name:
Its:
GRANCARE, INC.
(f/k/a New GranCare, Inc.),
a Delaware corporation
By: /s/ Todd Andrews
Name:
Its:
AMS PROPERTIES, INC.,
a Delaware corporation
By: /s/ Todd Andrews
Name:
Its:
GCI HEALTH CARE CENTERS, INC,
a Delaware corporation
By: /s/ Todd Andrews
Name: