**Exhibit 10.4**

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

**THIS SIXTH 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, and that certain FifthAmendment to Second Amended and Restated Lease Agreement, dated as of September1, 2006 (as so amended, the “Consolidated Lease”), Landlord leases toTenant, and Tenant leases from Landlord, the Leased Property (this and othercapitalized terms used but not otherwise defined herein having the meaningsgiven such terms in the Consolidated Lease), all as more particularly describedin the Consolidated Lease; and

**WHEREAS**, on or about the date hereof,Senior Housing Properties Trust has acquired all of the stock and other equityinterests in RSA Healthcare, Inc. (“RSA”), whose wholly-ownedsubsidiary, Savannah Square, Inc. (the “Savannah Square Owner”), ownsthe fee simple interest in a senior living facility known as Savannah Squareand located in Savannah, Georgia (the “Savannah Square Property”); and

**WHEREAS,** Landlord and Tenant would preferto add the Savannah Square Property to the Consolidated Lease on the datehereof but it is not feasible to do so because of certain financing restrictionswhich currently encumber the Savannah Square Property; and

**WHEREAS,** instead of adding the SavannahSquare Property to the Consolidated Lease as of the date hereof, the SavannahSquare Owner is leasing the Savannah Square Property to Five Star Quality Care-Savannah,LLC (the “Savannah Square Operator”) pursuant to a separate LeaseAgreement, dated as of the date 

 

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hereof, between the Savannah Square Owner and theSavannah Square Operator; and

**WHEREAS,** Landlord and Tenant have agreed toamend the Consolidated Lease in certain respects in order to (among otherreasons) add the Savannah Square Property to the Consolidated Lease as soon asthe applicable financing restrictions are removed; and

**WHEREAS,** the Savannah Square Owner hasagreed to join in this Amendment for purposes of evidencing its consent to thisAmendment and its agreement to become a Landlord under the Consolidated Leaseand to lease the Savannah Square Property to Tenant as soon as it becomesfeasible to do so; and

**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 Savannah Square Lease.  Effective as of the date hereof, thefollowing new definition for the term “Savannah Square Lease” is hereby addedto the Consolidated Lease as a new Section 1.101:

**“SavannahSquare Lease”**  shall mean that certain Lease Agreement,dated as of September 30, 2006, between Savannah Square, Inc., as landlord, andFive Star Quality Care-Savannah, LLC, as tenant.

2.             Definition ofSavannah Square Leased Property. Effective as of the date hereof, the following new definition for theterm “Savannah Square Leased Property” is hereby added to the ConsolidatedLease as a new Section 1.102:

**“SavannahSquare Leased Property”**  shall mean the“Leased Property”, as defined therein, under the Savannah Square Lease.

3.             Default underSavannah Square Lease.  Effective asof the date hereof, Section 12.1(m) of the Consolidated Lease is hereby amendedby deleting the existing Section 12.1(m) in its entirety and replacing it withthe following:

should there occur an “Event of Default”, as definedtherein, under the Savannah Square Lease.

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4.             FinancialStatements.  Effective as of the datehereof, Section 17.2(f) of the Consolidated Lease is hereby amended by deletingthe existing Section 17.2(f) in its entirety and replacing it with thefollowing:

promptly, upon Notice from Landlord, such otherinformation concerning the business, financial condition and affairs of Tenant,any Guarantor, and/or any Affiliated Party of Tenant which is a party to an LTAGMAC Lease or the Savannah Square Lease as Landlord reasonably may request fromtime to time.

5.             Savannah SquareProperty.  Effective as of the datehereof, the following new Section 21.12 is hereby added to the ConsolidatedLease immediately following Section 21.11:

**SavannahSquare Property**.  Landlord and Tenant expressly acknowledge andagree that, effective automatically upon the release of the Savannah SquareLeased Property from the financing which is secured by the Savannah SquareLeased Property, the Savannah Square Leased Property shall be added to anddemised under this Agreement in accordance with the terms and conditionshereof, the Minimum Rent payable hereunder shall be increased by an amountequal to the Minimum Rent payable under the Savannah Square Lease, and theAdditional Rent payable hereunder shall be increased by an amount equal to theAdditional Rent payable under the Savannah Square Lease.  The addition of the Savannah Square Propertyin accordance with the terms hereof shall be automatic without any requirementthat Landlord or Tenant take any action or execute any document, instrument,amendment or confirmation with respect thereto. Notwithstanding the foregoing, Landlord and Tenant shall execute anddeliver such documents, instruments, agreements and confirmations as the otherparty shall reasonably request with respect to the foregoing.

6.             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                     |       |   |
|            |                                   |                                             |            |  |  |

 

THE SAVANNAHSQUARE OWNER HEREBY JOINS IN THE EXECUTION OF THIS AMENDMENT FOR THE LIMITEDPURPOSES OF CONSENTING TO THE TERMS AND CONDITIONS HEREOF ONCE THE FINANCINGRESTRICTIONS ARE NO LONGER APPLICABLE TO THE SAVANNAH SQUARE PROPERTY.

**SAVANNAHSQUARE OWNER:**

SAVANNAH SQUARE, INC.,

a Georgiacorporation
| /s/ John R. Hoadley |
|---------------------|
| John R. Hoadley     |
| Treasurer           |

 

 

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