**Exhibit10.1**

 

**PARTIALTERMINATION AND AMENDMENT OF LEASE**

 

**THISPARTIAL TERMINATION AND AMENDMENT OF LEASE,** is made andentered into as of April 19, 2004 by and among (i) each of the partiesidentified on the signature page hereof as landlord (collectively, “Landlord”),and (ii) **FIVE STAR QUALITY CARE TRUST**,a Maryland business trust, as tenant (“Tenant”).

 

**WITNESSETH:**

 

**WHEREAS**,pursuant to the terms of that certain Amended and Restated Lease Agreement,dated as of March 1, 2004 (the “Amended Lease”), Landlord leases toTenant and Tenant leases from Landlord certain premises at various locations,including those premises as more particularly described on Exhibit Aattached hereto (the “Howell Premises”); and

 

**WHEREAS**,Landlord and Tenant now wish to terminate the Amended Lease with respect to theHowell Premises and to amend the Amended Lease, subject to and upon the termsand conditions hereinafter provided;

 

**NOW,THEREFORE**, in consideration of the mutual covenants hereincontained and other good and valuable consideration, the mutual receipt andlegal sufficiency of which are hereby acknowledged, Landlord and Tenant herebyagree as follows:

 

1.                                       Tenantrepresents and warrants that Tenant has not assigned the Amended Lease withrespect to the Howell Premises or sublet all or any portion of the HowellPremises or otherwise granted the right to occupy all or any portion of theHowell Premises to any person or entity, other than pursuant to that certainSublease Agreement dated as of December 31, 2001, by and between Tenantand Five Star Quality Care-MI, LLC (“Subtenant”), as amended by thatcertain Letter Agreement dated as of March 1, 2004, by and between Tenantand Certain Affiliates of Five Star Quality Care, Inc., including Subtenant,which Sublease Agreement is being terminated with respect to the HowellPremises by that certain Amended and Restated Sublease Agreement of even dateherewith, by and between Tenant and Subtenant.

 

2.                                       Effectiveas of the date hereof, the Amended Lease is terminated with respect to theHowell Premises and no party shall have any further rights or liabilitiesthereunder with respect to the Howell Premises, except those rights andliabilities which by their terms survive termination of the Amended Lease.

 

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3.                                       Thedefinition of “Minimum Rent” set forth in Section 1.67 of theAmended Lease is hereby amended by deleting the existing definition andinserting the following in place thereof:

 

“Minimum Rent”shall mean Seventeen Million Seven Hundred Thousand Two Hundred Sixty-NineDollars ($17,700,269) per annum.

 

5.                                       ExhibitA-31 of the Amended Lease is hereby amended by deleting it in its entirety andinserting “**[INTENTIONALLY DELETED]**” in its place.

 

5.                                       Aspartially terminated and amended hereby, the Amended Lease is hereby ratifiedand confirmed.

 

**[SIGNATUREPAGES FOLLOW]**

 

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**INWITNESS WHEREOF**, Landlord and Tenant have caused this PartialTermination and Amendment of Lease 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,**and  **SPTMNR PROPERTIES TRUST** |
|   |                                                                                                                                                                                      |
|   |                                                                                                                                                                                      |
|   | By:                                                                                                                                                                                       | /s/  John R. Hoadley |
|   |                                                                                                                                                                                      | John  R. Hoadley |
|   |                                                                                                                                                                                      | Treasurer  of each of the foregoing entities |
|   |                                                                                                                                                                                      |
|   | **TENANT:**                                                                                                                                                                               |
|   |                                                                                                                                                                                      |
|   | **FIVE  STAR QUALITY CARE TRUST**                                                                                                                                                         |
|   |                                                                                                                                                                                      |
|   |                                                                                                                                                                                      |
|   | By:                                                                                                                                                                                       | /s/  Rosemary Esposito |
|   |                                                                                                                                                                                      | Rosemary Esposito, R.N. |
|   |                                                                                                                                                                                      | Senior Vice President,  Chief Operating Officer and Chief Clinical Officer |

 

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EXHIBIT A

 

The HowellPremises

 

[See attachedlegal description]

 

The following exhibit tothe Partial Termination and Amendment to Lease has been omitted:

 
| **Exhibit** |   | **Exhibit Title**   |
|-------------|--------|---------------------|
| A           |   | The Howell Premises |

 

 

The Registrant agrees tofurnish supplementally a copy of the foregoing omitted exhibit to the Securitiesand Exchange Commission upon request.

 

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