FIRST AMENDMENT OF LEASE
Exhibit 10.1
FIRST AMENDMENT OF LEASE
THIS FIRST AMENDMENT OF LEASE, is made and entered into as of May 17, 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 (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 “Farmington Premises”); and
WHEREAS, Landlord and Tenant now wish to terminate the Amended Lease with respect to the Farmington 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 Farmington Premises or sublet all or any portion of the Farmington Premises or otherwise granted the right to occupy all or any portion of the Farmington Premises to any person or entity, other than pursuant to that certain Sublease Agreement dated as of December 31, 2001, by and between Tenant and Five Star Quality Care-MI, LLC (“Subtenant”), as amended by that certain Letter Agreement dated as of March 1, 2004, by and between Tenant and Certain Affiliates of Five Star Quality Care, Inc., including Subtenant, which Sublease Agreement is being terminated with respect to the Farmington Premises by that certain Amended and Restated Sublease Agreement of even date herewith, by and between Tenant and Subtenant.
2. Effective as of the date hereof, the Amended Lease is terminated with respect to the Farmington Premises and no party shall have any further rights or liabilities thereunder with respect to the Farmington Premises, except those rights and liabilities which by their terms survive termination of the Amended Lease.
3. The definition of “Minimum Rent” set forth in Section 1.69 of the Amended Lease is hereby amended by deleting the existing definition and inserting the following in place thereof:
“Minimum Rent” shall mean Twenty-Three Million, Sign Hundred Ninety-Eight Thousand, Two Hundred Fifty-One Dollars ($24,043,548.00) per annum.
4. Exhibit A-30 of the Amended Lease is hereby amended by deleting it in its entirety and inserting “[INTENTIONALLY DELETED]” in its place.
5. 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 Partial Termination 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, SPTMNR PROPERTIES TRUST, SNH/LTA PROPERTIES TRUST, and SNH/LTA PROPERTIES GA LLC
By: /s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
Treasurer of each of the foregoing entities
TENANT:
FIVE STAR QUALITY CARE TRUST
By: /s/ Xxxxx X. Xxxxxx Xx.
Xxxxx X. Xxxxxx Xx.
Treasurer, Chief Financial Officer and Assistant Secretary
EXHIBIT A
The Farmington Premises
[The following exhibit has been omitted and will be supplementally
furnished to the Securities and Exchange Commission upon request.]
