Exhibit 10.33


TENTH AMENDMENT TO SECOND AMENDED AND RESTATED
LEASE AGREEMENT


THIS TENTH AMENDMENT TO SECOND AMENDED AND
RESTATED LEASE AGREEMENT (this “Amendment”) is made and entered into as of November 6,
2006 (to be effective as of November 5, 2006) by and among each of the parties
identified on the signature page hereof as a landlord, as landlord
(collectively, “Landlord”), and 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 other 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, that certain Eighth Amendment to Second
Amended and Restated Lease Agreement, dated as of November 1, 2006, and that
certain Ninth 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, on or about the date hereof,
SNH/LTA Properties Trust has acquired certain real property and related
improvements known as The Neighborhood at Somerset and located at 100
Neighborly Way, Somerset, Kentucky, as more particularly described on Exhibit
A-96 attached hereto (the “Somerset Property”); and


WHEREAS, SNH/LTA Properties Trust, the
other entities comprising Landlord and Tenant wish to amend the Consolidated
Lease to include the Somerset Property;













 


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, effective as of November 5, 2006, as follows:


1.             Definition of Minimum Rent.  The definition of the term “Minimum Rent” set
forth in Section 1.69 of the Consolidated Lease is hereby deleted in its
entirety and replaced with the following:


“Minimum
Rent”  shall mean the sum of $39,274,507.00 per
annum.


2.             Definition of
Hermitage/Marsh View Properties.  The
definition for the term “Hermitage/Marsh View Properties” set forth in Section
1.103 of the Consolidated Lease is hereby deleted in its entirety and replaced
with the following new definition of “Hermitage/Marsh View/Somerset Properties”:


“Hermitage/Marsh
View/Somerset Properties”  shall mean the
Properties located on the Land described in Exhibits A-93 through A-96
attached hereto.


3.             Leased Property.  Section 2.1 of the Consolidated Lease is
hereby amended by deleting subsection (a) in its entirety and replacing it with
the following:


(a)           those
certain tracts, pieces and parcels of land as more particularly described in Exhibits
A-1 through A-96 attached hereto and made a part hereof (the “Land”).


4.             Replacement of
Defined Term “Hermitage/Marsh View Properties”.  The Consolidated Lease is hereby amended by
deleting each reference therein to the defined terms “Hermitage/Marsh View
Property” or “Hermitage/Marsh View Properties” and replacing them with
references to “Hermitage/Marsh View/Somerset Property” or “Hermitage/Marsh
View/Somerset Properties” (as applicable).


6.             Exhibit A.  Exhibit A to the Consolidated Lease is hereby
amended by adding Exhibit A-96 attached hereto following Exhibit A-95 to
the Consolidated Lease.


7.             Ratification.  As amended hereby, the Consolidated Lease is
hereby ratified and confirmed.



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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

  



 



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


EXHIBIT A-96   SOMERSET PROPERTY



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