**Exhibit 10.5**

**SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATEDLEASE AGREEMENT**

**THIS SEVENTH AMENDMENT TO SECOND AMENDED ANDRESTATED LEASE AGREEMENT** (this “Amendment”) is made and entered into as of October 1,2006 by and among each of the parties identified on the signature page hereofas landlord, as landlord (collectively, “Landlord”), and **FIVE STAR QUALITY CARE TRUST**, a Maryland business trust, astenant (“Tenant”).

**WITNESSETH:**

**WHEREAS**, pursuant to the terms of that certain Second Amendedand Restated Lease Agreement, dated as of November 19, 2004, as amended by thatcertain First Amendment of Lease, dated as of May 17, 2005, that certain SecondAmendment to Second Amended and Restated Lease Agreement, dated as of June 3,2005, that certain Third Amendment to Second Amended and Restated LeaseAgreement, dated as of October 31, 2005, that certain Third Amendment to SecondAmended and Restated Lease Agreement, dated as of December 30, 2005, thatcertain Letter Agreement, dated as of March 13, 2006, that certain FifthAmendment to Second Amended and Restated Lease Agreement, dated as of September1, 2006 and that certain Sixth Amendment to Second Amended and Restated LeaseAgreement, dated as of September 30, 2006 (as so amended, the “ConsolidatedLease”), Landlord leases to Tenant, and Tenant leases from Landlord, theLeased Property (this and other capitalized terms used but not otherwisedefined 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 relatedimprovements known as Hermitage Gardens at Oxford and located at 1488 BelkBoulevard, Oxford, Mississippi, as more particularly described on ExhibitA-93 attached hereto (the “Oxford Property”); and

**WHEREAS**, on or about the date hereof,SNH/LTA Properties Trust has acquired certain real property and relatedimprovements known as Hermitage Gardens at Southaven and located at 108Clarington Drive, Southaven, Mississippi, as more particularly described on ExhibitA-94 attached hereto (the “Southaven Property”, and together withthe Oxford Property, collectively, the “Hermitage Properties”); and

**WHEREAS,** SNH/LTA Properties Trust, theother entities comprising Landlord and Tenant wish to amend the ConsolidatedLease to include the Hermitage Properties;

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**NOW, THEREFORE**, in consideration of the mutual covenants hereincontained and other good and valuable consideration, the mutual receipt andlegal sufficiency of which are hereby acknowledged, Landlord and Tenant herebyagree as follows:

1.             Definition of Base Year.  The definition of the term “Base Year” setforth in Section 1.9 of the Consolidated Lease is hereby deleted in itsentirety and replaced with the following:

**“BaseYear”**  shall mean (i) with respect to the ExistingProperties, the 2005 calendar year, (ii) with respect to the AdditionalProperties, the 2006 calendar year, (iii) with respect to the HermitageProperties and the Holiday Properties other than the Buena Vida Property, the2007 calendar year, and (iv) with respect to the Buena Vida Property, the2008 calendar year.

2.             Definition of Disbursement Rate.  The definition of the term “Disbursement Rate”set forth in Section 1.23 of the Consolidated Lease is hereby deleted in itsentirety and replaced with the following:

**“Disbursement Rate” **shall mean (a) with respect to all of the Propertiesother than the Hermitage Properties and the Holiday Properties, an annual rateof interest, as of the date of determination, equal to the greater of (i) theInterest Rate, and (ii) the per annum rate for ten (10) year U.S. TreasuryObligations as published in The Wall Street Journal plus four hundred(400) basis points, and (b) with respect to the Hermitage Properties and theHoliday Properties, an annual rate of interest, as of the date ofdetermination, equal to the greater of (i) the Interest Rate, and (ii) the perannum rate for ten (10) year U.S. Treasury Obligations as published in TheWall Street Journal plus three hundred twenty-five (325) basis points; provided,however, that in no event shall the Disbursement Rate exceed eleven andone-half percent (11.5%).

3.             Definition ofInterest Rate.  The definition of theterm “Interest Rate” set forth in Section 1.54 of the Consolidated Lease ishereby deleted in its entirety and replaced with the following:

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**“Interest Rate” **shall mean, (i) with respect to the ExistingProperties, ten percent (10%) per annum, (ii) with respect to theAdditional Properties, nine percent (9%) per annum, and (iii) with respect tothe Hermitage Properties and the Holiday Properties, eight and one quarterpercent (8.25%) per annum.

4.             Definition ofMinimum Rent.  The definition of theterm “Minimum Rent” set forth in Section 1.69 of the Consolidated Lease ishereby deleted in its entirety and replaced with the following:

**“MinimumRent”**  shall mean the sum of Thirty-Eight MillionNine Hundred Seventeen Thousand Seven Hundred Fifty and 00/100 Dollars ($38,917,750.00)per annum.

5.             Definition ofHermitage Properties.  The followingnew definition for the term “Hermitage Properties” is hereby added to theConsolidated Lease as a new Section 1.103:

**“HermitageProperties”**  shall mean the Properties located on the Landdescribed in Exhibits A-93 and   A-94attached hereto.

6.             Leased Property.  Section 2.1 of the Consolidated Lease ishereby amended by deleting subsection (a) in its entirety and replacing it withthe following:

(a)           thosecertain tracts, pieces and parcels of land as more particularly described inExhibits A-1 through A-94 attached hereto and made a part hereof (the “Land”).

7.             Permitted Use.  Section 4.1.1 of the Consolidated Lease ishereby amended by deleting subsection (b) in its entirety and replacing it withthe following:

(b)           In the event that, in the reasonabledetermination of Tenant, it shall no longer be economically practical tooperate any Property as currently operated,****Tenant shallgive Landlord Notice thereof, which Notice shall set forth in reasonable detailthe reasons therefor.  Thereafter,Landlord and Tenant shall negotiate in good faith to agree on an alternativeuse for such Property, appropriate adjustments to the Additional Rent and otherrelated matters; provided, however, in no event shall the MinimumRent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for suchProperty within sixty (60) days after commencing

 

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negotiations asaforesaid, Tenant may market such Property for sale to a third party.  If Tenant receives a bona fide offer (an “Offer”)to purchase such Property from a Person having the financial capacity toimplement the terms of such Offer, Tenant shall give Landlord Notice thereof,which Notice shall include a copy of the Offer executed by such thirdparty.  In the event that Landlord shallfail to accept or reject such Offer within thirty (30) days after receipt ofsuch Notice, such Offer shall be deemed to be rejected by Landlord.  If Landlord shall sell the Property pursuantto such Offer, then, effective as of the date of such sale, this Agreementshall terminate with respect to such Property, and the Minimum Rent shall bereduced by an amount equal to (x) ten percent (10%) of the net proceeds of salereceived by Landlord in the case of an Existing Property, (y) nine percent (9%)of the net proceeds of sale received by Landlord in the case of an AdditionalProperty, and (z) eight and one quarter percent (8.25%) of the net proceeds ofsale received by Landlord in the case of a Hermitage Property or a HolidayProperty.  If Landlord shall reject (orbe deemed to have rejected) such Offer, then, effective as of the proposed dateof such sale, this Agreement shall terminate with respect to such Property, andthe Minimum Rent shall be reduced by an amount equal (i) in the case of anOffer for an Existing Property, to ten percent (10%) of the projected netproceeds determined by reference to such Offer, (ii) in the case of anAdditional Property, nine percent (9%) of the projected net proceeds determinedby reference to such Offer, and (iii) in the case of a Hermitage Property or aHoliday Property, eight and one quarter percent (8.25%) of the net proceedsdetermined by reference to such Offer.

8.             Exhibit A.  Exhibit A to the Consolidated Lease is herebyamended by adding Exhibits A-93 and A-94 attached heretofollowing Exhibit A-92 to the Consolidated Lease.

9.             Ratification.  As amended hereby, the Consolidated Lease ishereby ratified and confirmed.

**[SignaturePage Follows.]**

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**IN WITNESS WHEREOF**, Landlord and Tenant have caused this Amendment to beduly 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 exhibitshave been omitted and will be supplementally furnishedto the Securities and Exchange Commission upon request:

EXHIBIT A-93 — OxfordProperty

EXHIBIT A-94 —Southaven Property

 

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