**Exhibit 10.3**

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

**THIS FIFTH AMENDMENT TO SECOND AMENDED ANDRESTATED LEASE AGREEMENT** (this “Amendment”) is made and entered into as of September 1,2006 by and among each of the parties identified on the signature page hereofas a 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, and thatcertain Letter Agreement, dated as of March 13, 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/LTAProperties Trust has acquired five (5) senior living properties from certainaffiliates of Holiday Retirement Corp. (collectively, the “HolidayProperties”); and

**WHEREAS,**Landlord and Tenant desireto amend the Lease to include the Holiday Properties;

**NOW, THEREFORE**, in consideration of the mutual covenants hereincontained and other good and valuable consideration, the mutual receipt and legalsufficiency of which are hereby acknowledged, Landlord and Tenant hereby agreeas 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 

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calendar year, (iii) with respect to the HolidayProperties other than the Buena Vida Property, the 2007 calendar year, and (iv)with respect to the Buena Vida Property, the 2008 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 Holiday Properties, an annual rate of interest, as of the dateof determination, equal to the greater of (i) the Interest Rate, and (ii) theper annum rate for ten (10) year U.S. Treasury Obligations as published in TheWall Street Journal plus four hundred (400) basis points, and (b) withrespect to the Holiday Properties, an annual rate of interest, as of the dateof determination, equal to the greater of (i) the Interest Rate, and (ii) theper annum 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:

**“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 Holiday Properties, eight and one quarter percent (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-Seven MillionSix Hundred Forty-Six Thousand Three Hundred Forty-Four and 00/100 Dollars($37,646,344.00) per annum.

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5.             Definition ofBuena Vida Property.  The followingnew definition for the term “Buena Vida Property” is hereby added to theConsolidated Lease as a new Section 1.99:

**“BuenaVida Property”**  shall mean the Property known as Buena Vidaand located in Naples, Florida on the Land described on Exhibit A-7attached hereto.

6.             Definition ofHoliday Properties.  The followingnew definition for the term “Holiday Properties” is hereby added to theConsolidated Lease as a new Section 1.100:

**“HolidayProperties”**  shall mean the Properties located on the Landdescribed in Exhibit A-7 and Exhibits A-89 through and including A-92attached hereto.

7.             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-92 attached hereto and made a part hereof (the “Land”).

8.             Additional Rent.  Section 3.1.2 of the Consolidated Lease ishereby amended by deleting the second sentence therefrom in its entirety.

9.             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 negotiations as aforesaid,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

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having the financialcapacity to implement the terms of such Offer, Tenant shall give LandlordNotice thereof, which Notice shall include a copy of the Offer executed by suchthird party.  In the event that Landlordshall fail to accept or reject such Offer within thirty (30) days after receiptof such 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 Holiday Property.  If Landlord shall reject (or be deemed tohave rejected) such Offer, then, effective as of the proposed date of such sale,this Agreement shall terminate with respect to such Property, and the MinimumRent shall be reduced by an amount equal (i) in the case of an Offer for anExisting Property, to ten percent (10%) of the projected net proceedsdetermined by reference to such Offer, (ii) in the case of an AdditionalProperty, nine percent (9%) of the projected net proceeds determined byreference to such Offer, and (iii) in the case of a Holiday Property, eight andone quarter percent (8.25%) of the net proceeds determined by reference to suchOffer.

10.           Exhibit A.  Exhibit A to the Consolidated Lease is herebyamended by deleting Exhibit A-7 attached thereto in its entirety and replacingit with Exhibit A-7 attached hereto and by adding Exhibits A-89through A-92 attached hereto following Exhibit A-88 to the ConsolidatedLease.

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

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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-7 - BUENA VIDA PROPERTY

EXHIBIT A-89

EXHIBIT A-90

EXHIBIT A-91

EXHIBITA-92

 

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