Exhibit 10.32


NINTH AMENDMENT TO SECOND AMENDED AND RESTATED
LEASE


THIS NINTH AMENDMENT TO SECOND AMENDED AND
RESTATED LEASE,
is made and entered into as of November 1, 2006 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, that certain Second
Amendment to Second Amended and Restated Lease Agreement, dated as of June 3,
2005, that certain Third Amendment to Second Amended and Restated Lease
Agreement, dated as of October 31, 2005, that certain Third Amendment to Second
Amended and Restated Lease Agreement, dated as of December 30, 2005, that
certain Letter Agreement, dated as of March 13, 2006, that certain Fifth
Amendment to Second Amended and Restated Lease Agreement, dated as of September
1, 2006, that certain Sixth Amendment to Second Amended and Restated Lease
Agreement, dated as of October 1, 2006, that certain Seventh Amendment to
Second Amended and Restated Lease Agreement, dated as of October 1, 2006, and
that certain Eighth Amendment to Second Amended and Restated Lease, dated as of
November 1, 2006 (as so amended, the “Consolidated Lease”), Landlord
leases to Tenant, and Tenant leases from Landlord, the Leased Property (this
and other capitalized terms used but not otherwise defined herein having the
meanings given such terms in the Consolidated Lease), all as more particularly
described in the Consolidated Lease; and


WHEREAS,
Landlord and Tenant now wish to terminate the Consolidated Lease with respect
to those certain premises, known as Clifton Healthcare Center and Health Center
of Greater Waterbury, both as more particularly described on Exhibits A-1
and A-2 attached hereto (together, the “Terminated Premises”) and
to amend the Consolidated 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 Consolidated Lease with respect
to the Terminated 













 


Premises or sublet all or any portion of the
Terminated Premises or otherwise granted the right to occupy all or any portion
of the Terminated 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-CT, 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 by that certain Termination of Sublease
Agreement of even date herewith, by and between Tenant and Subtenant.


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


3.             The definition of “Minimum
Rent” set forth in Section 1.69 of the Consolidated Lease is hereby
amended by deleting the existing definition and inserting the following in
place thereof:


“Minimum Rent. The definition “Minimum Rent” shall mean
Thirty-Eight Million Eight Hundred Sixty Thousand Four Hundred Ninety-Nine
Dollars ($38,860,499) per annum.


4.             Exhibit A-16 and A-17 of the
Consolidated Lease are amended by deleting them in their entirety and inserting
“[INTENTIONALLY DELETED]” in each
place.


5.             As partially
terminated and amended hereby, the Consolidated Lease is hereby ratified and
confirmed.


[SIGNATURE
PAGES FOLLOW]













 


IN WITNESS WHEREOF, Landlord and Tenant have caused this Ninth Amendment
to Second Amended and Restated 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/ John R. Hoadley

  
	
   

  	
   

  	
  Name: John R. Hoadley

  
	
   

  	
   

  	
  Title: Treasurer and CFO

  
	
   

  	
   

  	
  of each of the foregoing entities

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
  FIVE STAR QUALITY CARE TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce J. Mackey Jr.

  
	
   

  	
   

  	
  Name: Bruce J. Mackey Jr.

  
	
   

  	
   

  	
  Title: Treasurer, Chief Financial Officer and Assistant
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 













 


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


EXHIBIT A-1

EXHIBIT A-2