Ex 10.1



EXHIBIT 10.1



Senior Housing Properties Trust

400 Centre Street

Newton, MA 02458 


September 23, 2004


Five Star Quality Care, Inc.

FVE Acquisition Inc.

400 Centre Street

Newton, MA 02458

Attention: Evrett Benton, President


Dear Sirs:



Reference is made to an Agreement and
Plan of Merger dated September 23, 2004 (the “Agreement”) by and among
Five Star Quality Care, Inc., a Maryland corporation (“Parent”), FVE
Acquisition Inc., a Delaware corporation and a wholly-owned subsidiary of Parent
(“Sub”), and LTA Holdings, Inc., a Delaware corporation
(“Company”). Capitalized terms used in this letter will have the meanings
given to them in the Agreement, unless otherwise defined in this letter. 



	(1)  	Senior
Housing Properties Trust, a Maryland business trust                (“SNH”),
hereby agrees, subject only to the conditions set                forth in paragraph (3)
hereof, to make a loan to Sub on or prior to the Closing                Date in a
principal amount of between $115,000,000 and $117,000,000 to be used                to
fulfill Sub’s and Parent’s obligations under the Agreement to make
               the Closing Payments (the “Loan”). The proceeds of the
Loan                will be paid in immediately available funds. The Loan will be
evidenced by a                promissory note in the form of Exhibit A. A table
setting forth the sources                and uses for the transactions contemplated by
the Agreement is set forth as                Exhibit B.  







	(2)  	             SNH
hereby represents and warrants that:  







	  	(i)  	  	                    SNH
is duly organized, validly existing and in good standing under the laws of
                    SNH’s jurisdiction or organization and has all of the requisite
power and                     authority to enter into this commitment letter;  
	  	(ii)  	  	               This
commitment letter has been duly executed and delivered by SNH and
                    constitutes a legal, valid and binding obligation of SNH, enforceable
against                     SNH in accordance with its terms;  
	  	(iii)  	  	                No
filing with, and no permit, authorization, consent or approval of SNH, any
                    public body or any authority is necessary for execution and delivery
of this                     commitment letter by SNH and the making of the Loan, except
for such filings,                     permits, authorizations, consents or approvals
which have been made or obtained.                     Neither the execution and delivery
of this commitment letter by SNH nor the                     making of the Loan will (a)
conflict with or result in any breach of any                     provisions of the
organizational documents of SNH, (b) require any consent or                     other
action  












	  		  	by
any Person under, result in a violation or breach of, or                     constitute
(with or without due notice or lapse of time or both) a default
                    under, any of the terms, conditions or provisions of any note, bond,
mortgage,                     indenture, license, contract, agreement or other instrument
or obligation to                     which SNH is a party or by which any of them or any
of their properties or                     assets may be bound, or (c) violate any order,
writ, injunction, decree or Law                     applicable to SNH; and  
	  	(iv)  	  	SNH
has now and at all times up to and including the Effective Time will have
                    sufficient cash, available lines of credit or other sources of
immediately                     available funds to enable it to make all payments
required to fund the Loan.  






	(3)  	               The
obligation of SNH to fund the Loan is subject solely to the satisfaction or
               waiver of the conditions precedent to the obligations of Parent and Sub to
               consummate the Closing as set forth in Sections 8.01 and 8.03 of the
Agreement.  







This commitment letter will become
effective upon its acceptance by Parent and Sub, as evidenced by the delivery to SNH of an
executed counterpart of this commitment letter by each of Parent and Sub and will
terminate when the Loan is funded or, if sooner, upon any termination of the Agreement. A
copy of this commitment letter may be furnished by Parent to Company, which is an intended
third party beneficiary hereof and which may enforce the provisions of this commitment
letter as if it were a party hereto. Until all of the Closing Payments have been made, no
provision of this commitment letter, and no provision of the Promissory Note, may be
assigned, amended, modified, waived or terminated, in part or in whole, without the prior
written consent of each party hereto and the Company. This commitment letter will be
governed by the laws of the State of New York, without regard to its conflict of law
principles. 



The Declaration of Trust of SNH, a
copy of which is duly filed with the Department of Assessments and Taxation of the State
of Maryland, provides that the name “Senior Housing Properties Trust” refers to
the trustees under such Declaration of Trust collectively as trustees, but not
individually or personally, and that no trustee, officer, stockholder, employee or agent
of SNH shall be held to any personal liability, jointly or severally, for any obligation
of, or claim against, SNH. All persons dealing with SNH in any way shall look only to the
assets of SNH for the payment of any sum or the performance of any obligation. 



[SIGNATURE PAGE
FOLLOWS]








		
                Very truly yours,

                

                SENIOR HOUSING PROPERTIES TRUST

                

                

                By:  /s/ David J. Hegarty

                        Name: David J. Hegarty

                        Title: President









Accepted and Agreed:



FIVE STAR QUALITY CARE, INC.



By: /s/ Evrett W. Benton

         Name: Evrett W. Benton

         Title: President





FVE ACQUISITION, INC.





By: /s/ Evrett W. Benton

         Name: Evrett W. Benton

         Title: President















EXHIBIT A 



PROMISSORY NOTE  


	
        $______________	____________ __, 2004

        Boston, Massachusetts




        FOR
VALUE RECEIVED, FVE ACQUISITION INC., a Delaware corporation (“Maker”),
by this promissory note (this “Note”), hereby promises unconditionally
to pay to SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (“Lender”),
or order, on [the 30th day after the date of this Note] (the “Maturity
Date”), unless sooner paid or payable as herein provided, the principal sum of
[_______ MILLION DOLLARS ($___________)], or so much thereof as shall be advanced and
remain unpaid hereunder, and to pay interest on the principal sum remaining unpaid
hereunder from time to time from the date hereof until the principal shall have been paid
in full.  



         1.       
          Base Interest; Terms of Payment. 



                (a)     The
unpaid principal balance hereof shall bear interest (“Base           Interest”)
from the date of this Note until paid at the Base Interest           Rate (this and other
capitalized terms used and not otherwise defined herein           having the meanings
ascribed to such terms in Section 10). All such           interest shall be
calculated on the basis of a 360-day year consisting of twelve           (12) equal
30-day months, with partial months calculated on the basis of the           actual number
of days elapsed.  



                (b)       Base
Interest shall be due and payable on the Maturity Date or if sooner, on the
          date of prepayment pursuant to Section 4 or on acceleration.  



         2.       
          Late Fee. If any payment required to be made to Lender
          hereunder shall not be paid within ten (10) days after the date the same becomes
          due, Maker shall, at the election of Lender, pay to Lender, in addition to all
          other amounts payable hereunder and not as a penalty but as the agreed cost to
          Lender resulting from such delay, a “late fee” equal to five percent
          (5%) of such overdue amount. 



         3.       
          Default Rate. From and after the occurrence and during the
          continuance of an Event of Default, all amounts due and unpaid hereunder shall,
          to the extent permitted by law, bear 









interest until
paid, at the Default Rate;           such interest shall be calculated on the basis of a
360-day year consisting of           twelve equal 30-day months, with partial months
calculated on the basis of the           actual number of days elapsed.  



         4.       
          Prepayment. Contemporaneously with the sale of the
          Facilities to one or more subsidiaries of Lender, Maker shall prepay the unpaid
          principal of this Note, together with interest accrued thereon, but without
          payment of any prepayment fee, penalty or cost. 



         5.       
          Imposts. Maker shall pay principal, interest and other
          amounts under, and in accordance with the terms of, this Note, free and clear
          of, and without deduction for, any and all present and future taxes, levies,
          imposts, deductions, charges, withholdings, and all liabilities with respect
          thereto, excluding income and franchise taxes payable by Lender to the United
          States of America or any political subdivision thereof. In addition, Maker shall
          pay any federal, state or local taxes on the acquisition of this Note by Lender
          and any stamp or other taxes levied by any jurisdiction on the execution,
          delivery, registration, performance and enforcement of this Note. 



         6.       
          Place and Manner of Payment. All payments of principal,
          interest and other amounts payable on or in respect of this Note or the
          indebtedness evidenced hereby shall be made to such account of Lender within the
          continental United States of America as Lender shall from time to time designate
          in writing not less than one (1) business day in advance, in lawful money of the
          United States of America, in immediately available Federal funds. 



         7.       
          Collection of Costs. Should the indebtedness evidenced by
          this Note or any part thereof be collected by action at law, or in bankruptcy,
          receivership or other court proceedings, or should this Note be placed in the
          hands of attorneys for collection after default, Maker agrees to pay, upon
          demand by Lender, in addition to principal and interest and other sums, if any,
          due and payable hereon, court costs and reasonable attorneys’ fees and
          other reasonable collection charges, unless prohibited by law. 



         8.       
          Events of Default. If any of the following events (each, an
          “Event of Default”) shall have occurred: 



                (a)
          Maker fails to pay any principal of or interest on this Note when and as the
          same shall become due and payable,









whether at the Maturity Date, upon
prepayment           pursuant to Section 4, by acceleration or otherwise; or  



                (b)
          Maker is generally not paying its debts as such debts become due or admits in
          writing that it is not able to pay its debts as such debts become due or
          otherwise becomes insolvent; or files, or consents by answer or otherwise to
the           filing against it of, a petition for relief or reorganization or
arrangement or           any other petition in bankruptcy, for liquidation or to take
advantage of any           bankruptcy or insolvency law of any jurisdiction; or makes an
assignment for the           benefit of its creditors; or consents to the appointment of
a custodian,           receiver, trustee or other officer with similar powers with
respect to it or           with respect to any substantial part of its property; or  



                (c)
          a petition for relief or reorganization or arrangement or any other petition in
          bankruptcy, for liquidation, dissolution or winding up of Maker or for the
          appointment of a custodian, receiver, trustee or other officer with similar
          powers with respect to it or with respect to any substantial part of its
          property to take advantage of any bankruptcy or insolvency law of any
          jurisdiction is filed against Maker without its consent or other acquiescence
          and such petition is not dismissed within 60 days;  



then the entire unpaid principal of
this Note, together with interest and other amounts, if any, due hereon, shall in the case
of clause (c) or (d) above, or may at Lender’s option in the case of clause (a)
above, become immediately due and payable (if not previously due and payable), without
presentation, protest or notice of any kind. 



    9        Waiver
by Borrower. To the fullest extent permitted by applicable law, Maker hereby
absolutely and irrevocably waives presentment, demand, notice, protest, and all other
demands, notices and suretyship defenses generally, in connection with the delivery,
acceptance, performance, default or enforcement of or under this Note.  



         10.       
          Definitions. For all purposes of this Note, except as
          otherwise expressly provided or unless the context otherwise requires, (a) the
          terms defined in this section shall have the meanings assigned to them in this
          section and include the plural as well as the singular, (b) all references in
          this Note to designated “Sections” and other subdivisions are to the
          designated Sections and other subdivisions of this Note, and (d) the words
          “herein,” “hereof,” “hereunder” and other words of









similar import refer to this Note as
a whole and not to any particular Section           or other subdivision.  



         (a)       
          “Base Interest Rate” shall mean eight percent
          (8%) per annum. 



         (b)       
          “Default Rate” shall mean the lesser of eighteen
          percent (18%) per annum and the maximum rate permitted under applicable law. 



         (d)       
          “Event of Default” shall have the meaning given
          such term in Section 8 of this Note. 



         (e)       
          “Facility” the assisted living properties
          identified in Exhibit A attached hereto. 



         (e)       
          “Maturity Date” shall have the meaning given such
          term in the first paragraph of this Note. 



         11.       
          Rights of Lender. The rights and remedies of Lender shall
          be cumulative and concurrent, and may be pursued singly, successively, or
          together in any order against Maker, all at the sole discretion of Lender. None
          of the provisions hereof, and none of the rights or remedies of Lender hereunder
          on account of any past or future defaults, shall be deemed to have been waived
          by Lender’s acceptance of any past due amount or by any indulgence granted
          by Lender. 



         12.       
          Notices. All notices and other communications which by any
          provision of this Note are required or permitted to be given shall be given in
          writing and shall be sent by express mail, postage prepaid, by recognized
          courier service or personally delivered to the receiving party. All such notices
          and communications shall be mailed, sent or delivered as follows: 



                (a)                 If
to Borrower:



   



                (b)                 If
to Lender:



   









or to such other person(s) or
address(es) as the party to receive any such communication or notice may have designated
by written notice to the other party. 



         13.       
          Relationship. Notwithstanding any provision of this Note
          regarding the determination and payment of amounts due and payable hereunder, it
          is expressly understood and agreed by Maker and Lender that the relationship
          between Maker on the one hand and Lender on the other hand shall be solely that
          of debtor to creditor and not that of joint venturers, partners, tenants in
          common or joint tenants. 



         14.       
          Limitation on Interest. All agreements between Maker and
          Lender contained herein are hereby expressly limited so that in no contingency
          or event whatsoever, whether by reason of acceleration of maturity of this Note,
          or otherwise, shall the amount paid or agreed to be paid to Lender for the use,
          forbearance or detention of the principal of this Note exceed the maximum
          permissible under applicable law, the benefit of which may be asserted by Maker
          as a defense, and if, from any circumstance whatsoever, fulfillment of any
          provision of this Note, at the time performance of such provision shall be due,
          shall involve transcending the limit of validity prescribed by law, or if from
          any circumstances Lender should ever receive as interest under this Note, such
          an excessive amount, then, ipso facto, the amount which would be
          excessive interest shall be first prorated, spread and allocated, to the fullest
          extent permitted by law, to such period and principal as will cause such amount
          to conform to and comply with applicable law, and the balance, if any, shall be
          applied to the reduction of the principal of this Note and not to the payment of
          interest. This provision shall control every other provision of this Note and
          all other agreements and instruments between Maker and Lender relative hereto. 



         15.       
          Holder. As used herein, the term “Lender” shall
          mean, in addition to the initial payee hereof, each person from time to time who
          is an endorsee of this Note or the bearer, if this Note is at the time payable
          to bearer. 



         16.       
          Governing Law. Except as to matters regarding the internal
          affairs of Lender and issues of or limitations on any personal liability of the
          shareholders and trustees of Lender for obligations of Lender, as to which the
          laws of the State of Maryland shall govern, this Note shall be interpreted,
          construed, applied and enforced in accordance with the laws of The Commonwealth
          of Massachusetts applicable to contracts between residents of Massachusetts
          which are to be performed









entirely within Massachusetts,
regardless of (a) where           this Note is executed or delivered; or (b) where any
payment or other           performance required by this Note is made or required to be
made; or (c) where           any breach of any provision of this Note occurs, or any
cause of action           otherwise accrues; or (d) where any action or other proceeding
is instituted or           pending; or (e) the nationality, citizenship, domicile,
principal place of           business, or jurisdiction of organization or domestication
of any party; or (f)           whether the laws of the forum jurisdiction otherwise would
apply the laws of a           jurisdiction other than The Commonwealth of Massachusetts;
or (g) any           combination of the foregoing.  



        To
the maximum extent permitted by applicable law, any action to enforce, arising out of, or
relating in any way to the provisions of this Note may be brought and prosecuted in such
court or courts located in The Commonwealth of Massachusetts as is provided by law; and
the parties consent to the jurisdiction of said court or courts located in The
Commonwealth of Massachusetts and to service of process by registered mail, return
receipt requested, or by any other manner provided by law.  



         17.       
          NON-LIABILITY OF TRUSTEES. THE DECLARATION OF TRUST
          ESTABLISHING SENIOR HOUSING PROPERTIES TRUST, 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 “SENIOR HOUSING PROPERTIES TRUST ” REFERS TO THE TRUSTEES
          UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR
          PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF
          LENDER SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY
          OBLIGATION OF, OR CLAIM AGAINST, LENDER. ALL PERSONS DEALING WITH LENDER, IN ANY
          WAY, SHALL LOOK ONLY TO THE ASSETS OF LENDER FOR THE PAYMENT OF ANY SUM OR THE
          PERFORMANCE OF ANY OBLIGATION. 









        WITNESS
the execution hereof under seal as of the date above first written.  


		FVE ACQUISITION INC.

        

        

        

        By:___________________________________________________

                Name:

                Title:










EXHIBIT B 



Five Star Quality Care, Inc.

Estimated Sources and Uses of Funds at Closing(1)


	Sources

     

	Loan proceeds from SNH	$116,000,000 
	Assumed debt and capital lease obligations (2)	92,382,384 
	FVE cash (3)	2,292,616 
		

	 Total sources (3)	$210,675,000 
		

	Uses

     

	Purchase of LTA Holdings, Inc. capital stock (3)	$  67,062,322 
	Prepayment of debt (2)	48,555,294 
	Assumed debt and capital lease obligations (2)	92,382,384 
		

	 Subtotal (3)	208,000,000 
	Estimated Parent Transaction Costs	2,675,000 
		

	 Total uses (3)	$210,675,000 
		






Notes: 



     	(1) 	
          Includes estimated Parent Transaction Costs (as defined in the Merger
          Agreement). 

	(2) 	
          Estimated debt balances and capital lease obligations as of October 31, 2004.

	(3) 	Subject to
          adjustment for Net Working Capital (including Company Transaction
Costs) as defined in the Merger Agreement.