FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “ Amendment
”) is made and entered into as of February 3, 2005, by and among FIVE STAR QUALITY CARE, INC. , a
Maryland corporation (the “ Purchaser ”), and each of the Pennsylvania limited liability companies identified as a
“Seller” on the signature page hereof (each, a “ Seller ” and, collectively, the “ Sellers ”).
WHEREAS, the Purchaser and the Sellers are parties to a Purchase and Sale Agreement, dated as of
January 21, 2005 (the “ Agreement ”); and
WHEREAS, the Sellers and the Purchaser agree that the Purchaser’s diligence pursuant to Article III of
the Agreement cannot be satisfactorily completed prior to the expiration of the Inspection Period (as defined
WHEREAS , the parties have agreed to extend the Inspection Period and the rights of the Purchaser
under Article III of the Agreement subject to and upon the terms and conditions of this Amendment;
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, the Purchaser
and the Sellers, intending to be legally bound, hereby agree as follows:
1. Definitions . Capitalized terms used and not otherwise defined in this Amendment shall have
the meanings given therefor in the Agreement.
2. Inspection Period . The definition of the term “Inspection Period” set forth in Section 1.23 of
the Agreement is deleted in its entirety and the following substituted therefor:
“ Inspection Period ” shall mean the period expiring at 8:00 p.m., local time at the Property, on
May 13, 2005.
3. Diligence Inspections . Section 3.1 of the Agreement is hereby amended by the addition