**Exhibit 10.5**

 

**SEVENTEENTHAMENDMENT TO SECOND AMENDEDAND RESTATED LEASE AGREEMENT**

 

**THISSEVENTEENTH AMENDMENT TO SECOND AMENDED AND RESTATED LEASE AGREEMENT** is made and entered into as of March 31,2008 by and among (i) each of the parties identified on the signature page hereofas a landlord, as landlord (collectively, “Landlord”), and (ii) **FIVE STAR QUALITY CARE TRUST**, a Maryland business trust, astenant (“Tenant”).

 

**WITNESSETH:**

 

**WHEREAS**, pursuant to the terms of that certainSecond 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 LeaseAgreement, dated as of June 3, 2005, that certain Third Amendment toSecond Amended and Restated Lease Agreement, dated as of October 31, 2005,that certain other Third Amendment to Second Amended and Restated LeaseAgreement, dated as of December 30, 2005, that certain Letter Agreement,dated as of March 13, 2006, that certain Fifth Amendment to Second Amendedand Restated Lease Agreement, dated as of September 1, 2006, that certainSixth Amendment to Second Amended and Restated Lease Agreement, dated as of October 1,2006, that certain Seventh Amendment to Second Amended and Restated LeaseAgreement, dated as of October 1, 2006, that certain Eighth Amendment toSecond Amended and Restated Lease, dated as of November 1, 2006, thatcertain Ninth Amendment to Second Amended and Restated Lease, dated as of November 1,2006, that certain Tenth Amendment to Second Amended and Restated LeaseAgreement, dated as of November 6, 2006 (effective as of November 5,2006), that certain Eleventh Amendment to Second Amended and Restated LeaseAgreement, dated as of December 22, 2006, that certain Twelfth Amendmentto Second Amended and Restated Lease Agreement, dated as of January 1,2007, that certain Thirteenth Amendment to Second Amended and Restated LeaseAgreement, dated as of January 4, 2008, that certain Fourteenth Amendmentto Second Amended and Restated Lease Agreement, dated as of February 7,2008, that certain Fifteenth Amendment to Second Amended and Restated LeaseAgreement, dated as of February 17, 2008 and that certain SixteenthAmendment to Second Amended and Restated Lease Agreement, dated as of March 1,2008 (as so amended, the “Consolidated Lease”), Landlord leases toTenant, and Tenant leases from Landlord, the 

 

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LeasedProperty (this and other capitalized terms used but not otherwise definedherein having the meanings given such terms in the Consolidated Lease), all asmore particularly described in the Consolidated Lease; and

 

**WHEREAS**, on or about the date hereof, SNH Somerford Properties Trust hasacquired certain real property and related improvements with respect to eleven(11) senior living properties located in California, Delaware and Maryland, asmore particularly described on Exhibits A-108 through A-118attached hereto, (collectively, the “Somerford Properties”), whichSomerford Properties contain thirteen (13) Facilities; and

 

**WHEREAS,** SNH Somerford Properties Trust, the other entitiescomprising Landlord and Tenant wish to amend the Consolidated Lease to includethe Somerford Properties;

 

**NOW,THEREFORE**, inconsideration of the mutual covenants herein contained and other good andvaluable consideration, the mutual receipt and legal sufficiency of which arehereby acknowledged, Landlord and Tenant hereby agree as follows:

 

1.             Joinder by SNH SomerfordProperties Trust.  Effective as ofthe date hereof, SNH Somerford Properties Trust, a Maryland real estateinvestment trust, hereby joins in the Consolidated Lease as if it hadoriginally executed and delivered the Consolidated Lease as a “Landlord”thereunder.

 

2.             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”**shallmean (i) with respect to the Existing Properties, the 2005 calendar year, (ii) withrespect to the Additional Properties, the 2006 calendar year, (iii) withrespect to the Hermitage/Marsh View/Somerset/Walking Horse and the HolidayProperties, other than the Buena Vida Property, the 2007 calendar year, (iv) withrespect to the Buena Vida Property, the 2008 calendar year, and (v) withrespect to the Heritage Properties, the Meadowmere Properties, the CentennialProperty, the Wellstead Property and the Somerford Properties, the 2009calendar year.

 

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

 

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**“DisbursementRate” **shall mean (a) with respect to allof the Properties other than the Hermitage/Marsh View/Somerset/Walking HorseProperties, the Holiday Properties, the Meadowmere Properties, the HeritageProperties, the Centennial Property, the Wellstead Property and the SomerfordProperties, an annual rate of interest, as of the date of determination, equalto the greater of (i) the Interest Rate, and (ii) the per annum ratefor ten (10) year U.S. Treasury Obligations as published in The WallStreet Journal plus four hundred (400) basis points, (b) with respectto the Hermitage/Marsh View/Somerset/Walking Horse Properties, the HolidayProperties, the Meadowmere Properties, the Heritage Properties, the CentennialProperty and the Wellstead Property, 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 inThe Wall Street Journal plus three hundred twenty-five (325) basispoints, and (c) with respect to the Somerford 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.Treasury Obligations as published in The Wall Street Journal plus threehundred (300) basis points; provided, however, that in no eventshall the Disbursement Rate exceed eleven and one-half percent (11.5%).

 

4.             Definition of Interest Rate.  The definition of the term “Interest Rate”set forth in Section 1.54 of the Consolidated Lease is hereby deleted inits entirety and replaced with the following:

 

**“InterestRate”**shallmean, (i) with respect to the Existing Properties, ten percent (10%) perannum, (ii) with respect to the Additional Properties, nine percent (9%)per annum, (iii) with respect to the Hermitage/Marsh View/Somerset/WalkingHorse Properties and the Holiday Properties, eight and one quarter percent(8.25%) per annum, and (iv) with respect to the Meadowmere Properties, theHeritage Properties, the Centennial Property, the Wellstead Property and theSomerford Properties, eight percent (8%) per annum.

 

5.             Definition of Minimum Rent.  Effective as of the date hereof, thedefinition for the term “Minimum Rent” set forth in 

 

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Section 1.69of the Consolidated Lease is hereby deleted in its entirety and replaced withthe following:

 

**“MinimumRent”**  shall mean the sum of $64,413,228.00 perannum.

 

6.             Definitionof Somerford Properties.  Thefollowing new definition for the term “Somerford Properties” is hereby added to the Consolidated Lease as a newsection 1.108:

 

**“SomerfordProperties”**shallmean the Properties located on the Land described on Exhibits A-108through A-118 attached hereto.

 

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

 

(a)           those certain tracts, pieces andparcels of land as more particularly described in Exhibits A-1 through A-118attached hereto and made a part hereof (the “Land”).

 

8.             Exhibit A.  Exhibit A to the Consolidated Lease ishereby amended by adding Exhibits A-108 through A-118 attachedhereto following Exhibit A-107 to the Consolidated Lease.

 

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

 

**[SIGNATURE PAGE FOLLOWS]**

 

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**INWITNESS WHEREOF**,Landlord and Tenant have caused this Seventeenth Amendment to Second Amendedand Restated Lease Agreement to be duly executed, as a sealed instrument, as ofthe 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, SNH/LTA PROPERTIES GA LLC**and **SNH  SOMERFORD PROPERTIES TRUST** |
|   |                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                              |
|   | By:                                                                                                                                                                                                                                                                               |      /s/  David J. Hegarty |
|   |                                                                                                                                                                                                                                                                              | David J. Hegarty |
|   |                                                                                                                                                                                                                                                                              | President, Chief  Operating  Officer and Secretary  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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