**Exhibit 10.21**

**ELEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED LEASE AGREEMENT**

**THIS ELEVENTH AMENDMENT TO SECOND AMENDED ANDRESTATED LEASE AGREEMENT**, is made and entered into as of December 22, 2006 by and among (i)each of the parties identified on the signature page hereof as landlord(collectively, “Landlord”), and (ii) **FIVE STARQUALITY CARE TRUST**, a Maryland 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 other Third Amendment toSecond Amended and Restated Lease Agreement, dated as of December 30, 2005,that certain 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, thatcertain Eighth Amendment to Second Amended and Restated Lease, dated as ofNovember 1, 2006, that certain Ninth Amendment to Second Amended and RestatedLease, dated as of November 1, 2006 and that certain Tenth Amendment to SecondAmended and Restated Lease Agreement, dated as of November 6, 2006 (effectiveas of November 5, 2006) (as so amended, the “Consolidated Lease”),Landlord leases to Tenant, and Tenant leases from Landlord, the Leased Property(this and other capitalized terms used but not otherwise defined herein havingthe meanings given such terms in the Consolidated Lease), all as moreparticularly described in the Consolidated Lease; and

**WHEREAS**,Landlord and Tenant now wish to terminate the Consolidated Lease with respectto that certain premises known as Christopher East Health & RehabilitationCenter and located at 1132 E. Knapp Street, Milwaukee, Wisconsin, as moreparticularly described on Exhibit A attached hereto (the “TerminatedPremises”) and to amend the Consolidated Lease, subject to and upon theterms and conditions hereinafter provided;

 

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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.             Tenant representsand warrants that Tenant has not assigned the Consolidated Lease with respectto the Terminated Premises or sublet all or any portion of the TerminatedPremises or otherwise granted the right to occupy all or any portion of theTerminated Premises to any person or entity, other than pursuant to thatcertain Sublease Agreement dated as of December 31, 2001, by and betweenTenant and Five Star Quality Care-WI, LLC (“Subtenant”), as amended bythat certain Letter Agreement dated as of March 1, 2004, by and between Tenantand certain Affiliates of Five Star Quality Care, Inc., including Subtenant,which Sublease Agreement is being terminated with respect to the TerminatedPremises pursuant to that certain Partial Termination of Sublease Agreement ofeven date herewith, by and between Tenant 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**  shall mean the sum of Thirty-Nine Million OneHundred Sixty Thousand Four Hundred Seventy-Nine Dollars ($39,160,479) perannum.

4.             Exhibit A to theConsolidated Lease is hereby amended by deleting Exhibit A-48 in itsentirety and inserting “**[INTENTIONALLYDELETED]**” in its place.

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

**[SIGNATUREPAGE FOLLOWS]**

** **

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**IN WITNESS WHEREOF**, Landlord and Tenant have caused this EleventhAmendment to Second Amended and Restated Lease Agreement to be duly 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                       |   |
|       |                                                                                                                                                                                                                                        | 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 followingexhibit has been omitted and will be supplementally furnished to the Securitiesand Exchange Commission upon request:

EXHIBIT A   The Terminated Premises

 

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