**Exhibit 10.19**

**NINTH AMENDMENT TO SECOND AMENDED AND RESTATEDLEASE**

**THIS NINTH AMENDMENT TO SECOND AMENDED ANDRESTATED LEASE**,is made and entered into as of November 1, 2006 by and among (i) each of theparties identified on the signature page hereof as landlord (collectively, “Landlord”),and (ii) **FIVE STAR QUALITY CARE TRUST**, aMaryland business trust, as tenant (“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, that certain Sixth Amendment to Second Amended and Restated LeaseAgreement, dated as of October 1, 2006, that certain Seventh Amendment toSecond Amended and Restated Lease Agreement, dated as of October 1, 2006, andthat certain Eighth Amendment to Second Amended and Restated Lease, dated as ofNovember 1, 2006 (as so amended, the “Consolidated Lease”), Landlordleases to Tenant, and Tenant leases from Landlord, the Leased Property (thisand other capitalized terms used but not otherwise defined herein having themeanings given such terms in the Consolidated Lease), all as more particularlydescribed in the Consolidated Lease; and

**WHEREAS**,Landlord and Tenant now wish to terminate the Consolidated Lease with respectto those certain premises, known as Clifton Healthcare Center and Health Centerof Greater Waterbury, both as more particularly described on Exhibits A-1and A-2 attached hereto (together, the “Terminated Premises”) andto amend the Consolidated Lease, subject to and upon the terms and conditionshereinafter provided;

**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.             Tenant representsand warrants that Tenant has not assigned the Consolidated Lease with respectto the Terminated Premises or sublet all or any portion of the Terminated 

 

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Premises or otherwise granted the right to occupy allor any portion of the Terminated Premises to any person or entity, other thanpursuant to that certain Sublease Agreement dated as of December 31, 2001, byand between Tenant and Five Star Quality Care-CT, LLC (“Subtenant”), asamended by that certain Letter Agreement dated as of March 1, 2004, by andbetween Tenant and certain Affiliates of Five Star Quality Care, Inc.,including Subtenant, which Sublease Agreement is being terminated by thatcertain Termination of Sublease Agreement of even date herewith, by and betweenTenant and Subtenant.

2.             Effective as of thedate hereof, the Consolidated Lease is terminated with respect to theTerminated Premises and no party shall have any further rights or liabilitiesthereunder with respect to the Terminated Premises, except those rights andliabilities which by their terms survive termination of the Consolidated Lease.

3.             The definition of “MinimumRent” set forth in Section 1.69 of the Consolidated Lease is herebyamended by deleting the existing definition and inserting the following inplace thereof:

**“Minimum Rent.** The definition “Minimum Rent” shall meanThirty-Eight Million Eight Hundred Sixty Thousand Four Hundred Ninety-NineDollars ($38,860,499) per annum.

4.             Exhibit A-16 and A-17 of theConsolidated Lease are amended by deleting them in their entirety and inserting“**[INTENTIONALLY DELETED]**” in eachplace.

5.             As partiallyterminated and amended hereby, the Consolidated Lease is hereby ratified andconfirmed.

**[SIGNATUREPAGES FOLLOW]**

** **

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**IN WITNESS WHEREOF**, Landlord and Tenant have caused this Ninth Amendmentto Second Amended and Restated Lease to be duly executed, as a sealedinstrument, 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                   |
|            |                                                                                                                                                                                                                                             |                                           |  |  |

 

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The followingexhibits have been omitted and will be supplementally furnished to theSecurities and Exchange Commission upon request:

EXHIBIT A-1

EXHIBIT A-2

 

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