EXHIBIT 10.1


THIRD
AMENDMENT TO SECOND AMENDED AND RESTATED LEASE AGREEMENT


THIS THIRD AMENDMENT TO SECOND AMENDED AND
RESTATED LEASE AGREEMENT (this “Amendment”) is made and entered
into as of December 30, 2005 by and
among (i) each of the parties identified on the signature page hereof as
landlord (collectively, “Landlord”), and (ii) FIVE STAR QUALITY CARE TRUST, a Maryland business trust, as
tenant (“Tenant”).


W I  T  N  E  S  S
E  T  H:


WHEREAS, pursuant to the terms
of that certain Second Amended and Restated Lease Agreement, dated as of
November 19, 2004, as amended by that certain First Amendment of Lease, dated
as of May 17, 2005, as further amended by that certain Second Amendment to
Second Amended and Restated Lease Agreement dated as of June 3, 2005 (as so
amended, the “Amended Lease”), Landlord leases to Tenant and Tenant
leases from Landlord certain premises at various locations, including those
premises as more particularly described on Exhibit A attached hereto
(the “Valley View Premises”); and


WHEREAS, Landlord and Tenant now
wish to terminate the Amended Lease with respect to the Valley View Premises
and to amend the Amended Lease, subject to and upon the terms and conditions
hereinafter provided;


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 Amended Lease with respect to the Valley View Premises or sublet
all or any portion of the Valley View Premises or otherwise granted the right
to occupy all or any portion of the Valley View Premises to any person or
entity.


2.             Effective as of the date hereof, the Amended Lease is
terminated with respect to the Valley View Premises and no party shall have any
further rights or liabilities thereunder with respect to the Valley View
Premises, except those rights and liabilities which by their terms survive
termination of the Amended Lease.









 



 


3.             Exhibit A-7 of the Amended Lease is hereby amended by
deleting it in its entirety and inserting “[INTENTIONALLY DELETED]” in
its place.


4.             As partially terminated and amended hereby, the Amended
Lease is hereby ratified and confirmed.


[SIGNATURE
PAGES FOLLOW]









 



 


IN WITNESS WHEREOF, Landlord and
Tenant have caused this Amendment 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, SPTMNR

  
	
   

  	
  PROPERTIES
  TRUST, SNH/LTA

  
	
   

  	
  PROPERTIES
  TRUST, and SNH/LTA

  
	
   

  	
  PROPERTIES
  GA LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Hoadley

  
	
   

  	
   

  	
  John R. Hoadley

  
	
   

  	
   

  	
  Treasurer of
  each of the

  
	
   

  	
   

  	
  foregoing
  entities

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce J. Mackey Jr.

  
	
   

  	
   

  	
  Bruce J. Mackey
  Jr.

  
	
   

  	
   

  	
  Treasurer, Chief

  
	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
  and Assistant Secretary

  



 









 



 


The following exhibit
has been omitted and will be supplementally furnished
to the Securities and Exchange Commission upon request:


EXHIBIT
A — The Valley View Premises