Exhibit 10.2


 


PARTIAL TERMINATION OF LEASE AND SUBLEASE


 


THIS PARTIAL TERMINATION OF LEASE AND
SUBLEASE, dated as of this 5th day of June, 2003, by
and among SPTIHS PROPERTIES TRUST,
a Maryland real estate investment trust (“Landlord”), FIVE STAR QUALITY CARE TRUST, a Maryland
business trust (“Tenant”) and FIVE
STAR QUALITY CARE-GA, LLC, a Delaware limited liability company (“Subtenant”).


 


WITNESSETH:


 


WHEREAS, pursuant to
the terms of that certain Master Lease Agreement, dated December 31, 2001 (the
“Master Lease”), Landlord leased to Tenant and Tenant leased from
Landlord certain premises at various locations, including those premises as
more particularly described on Exhibit A attached hereto (the “Premises”);


 


WHEREAS, pursuant to
the terms of that certain Sublease Agreement dated December 31, 2001 (the “Sublease”),
Tenant subleased certain premises at various locations, including the Premises,
to Subtenant and Subtenant subleased those certain premises from Tenant;


 


WHEREAS, Landlord,
Tenant and subtenant now wish to terminate the Master Lease and the Sublease
with respect to the Premises;


 


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.             Tenant represents and warrants that
Tenant has not assigned the Master Lease with respect to the Premises or sublet
all or any portion of the Premises (other than pursuant to the Sublease) or
otherwise granted the right to occupy all or any portion of the Premises to any
person or entity.


 


2.             Subtenant represents and warrants
that Subtenant has not assigned the Sublease with respect to the Premises or
further sublet all or any portion of the Premises or otherwise granted the
right to occupy all or any portion of the Premises to any person or entity.


 


3.             Effective as of the date hereof,
each of the Master Lease and the Sublease is terminated with respect to the
Premises and no party shall have any further rights or


 

















 


liabilities thereunder with
respect to the Premises, except those rights and liabilities which by their
terms survive termination of the Master Lease or the Sublease.


 


4.             The declaration of trust
establishing Landlord, a copy of which, together with all amendments thereto
(the “Declaration”), is duly filed with the Department of Assessments
and Taxation of the State of Maryland, provides that the name “SPTIHS
Properties Trust” refers to the Trustees under the Declaration collectively as
Trustees, but not individually or personally, and no trustee, officer,
shareholder, employee or agent of Landlord shall be held to any personal
liability, jointly or severally, for any obligation of, or claim against,
Landlord.  All persons dealing with
Landlord, in any way, shall look only to the assets of Landlord for the payment
of any sum or the performance of any obligation.  The provisions of this section shall survive the closing.


 


[Signature on following page.]


 


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


 


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
  SPTIHS PROPERTIES
  TRUST,

  
	
   

  	
  a Maryland
  real estate investment trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R.
  Hoadley

  	
   

  
	
   

  	
   

  	
  Name:  John R. Hoadley

  
	
   

  	
   

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
  FIVE STAR
  QUALITY CARE TRUST

  
	
   

  	
  a Maryland
  business trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Mackey

  	
   

  
	
   

  	
   

  	
  Name:  Bruce Mackey

  
	
   

  	
   

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  SUBTENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
  FIVE STAR
  QUALITY CARE-GA, LLC

  
	
   

  	
  a Delaware
  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Mackey

  	
   

  
	
   

  	
   

  	
  Name:  Bruce Mackey

  
	
   

  	
   

  	
  Treasurer

  



 


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EXHIBIT A


 


The Premises


 


[See attached legal description]


 

















 


Legal Description


 


(Glenwood - Wheeler County)


 


ALL THAT TRACT or parcel of
land lying and being within the City of Glenwood, Wheeler County, Georgia, and
being more particularly described as follows:


 


BEGINNING at a railroad spike
found at the intersection of the northerly right-of-way of Fourth Avenue
(having a 70 foot right-of-way) and the easterly right-of-way of Sixth Street;
thence North 22 degrees 50 minutes 53 seconds West a distance of 189.38 feet to
a railroad spike found; thence North 67 degrees 28 minutes 46 seconds East a
distance of 400.00 feet to a railroad spike found on the westerly right-of-way
of Fifth Street (having a 70 foot right-of-way); thence along the westerly
right-of-way of Fifth Street South 22 degrees 36 minutes 47 seconds East a
distance of 189.96 feet to a nail found on the northerly right-of-way of Fourth
Avenue; thence along the northerly right-of-way of Fourth Avenue South 67
degrees 33 minutes 50 seconds West a distance of 399.23 feet to a railroad
spike found and the POINT OF BEGINNING.


 


CONTAINING 1.7400 acres or
75,795.41 square feet as shown on that certain Boundary & Above Ground
“As-Built” Survey for Glenwood/SCC, Inc.; Health and Retirement Properties
Trust, its successors and assigns; Community Care of America, Inc.; First
American Title Insurance Company, prepared by Pearson & Associates, Inc.,
bearing the seal and certification of Mark A. Buckner, Georgia
Registered Land Surveyor No. 2422, dated March 26, 1996, last revised May 3,
1996.