Exhibit 10.21


ELEVENTH AMENDMENT TO SECOND AMENDED 

AND RESTATED LEASE AGREEMENT


THIS ELEVENTH AMENDMENT TO SECOND AMENDED AND
RESTATED LEASE AGREEMENT, is made and entered into as of December 22, 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 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, dated as of
November 1, 2006, that certain Ninth Amendment to Second Amended and Restated
Lease, dated as of November 1, 2006 and that certain Tenth Amendment to Second
Amended and Restated Lease Agreement, dated as of November 6, 2006 (effective
as of November 5, 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 that certain premises known as Christopher East Health & Rehabilitation
Center and located at 1132 E. Knapp Street, Milwaukee, Wisconsin, as more
particularly described on Exhibit A attached hereto (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-WI, 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 Terminated
Premises pursuant to that certain Partial 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  shall mean the sum of Thirty-Nine Million One
Hundred Sixty Thousand Four Hundred Seventy-Nine Dollars ($39,160,479) per
annum.


4.             Exhibit A to the
Consolidated Lease is hereby amended by deleting Exhibit A-48 in its
entirety and inserting “[INTENTIONALLY
DELETED]” in its place.


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


[SIGNATURE
PAGE FOLLOWS]


 











 


IN WITNESS WHEREOF, Landlord and Tenant have caused this Eleventh
Amendment to Second Amended and Restated Lease Agreement 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
exhibit has been omitted and will be supplementally furnished to the Securities
and Exchange Commission upon request:


EXHIBIT A   The Terminated Premises