Exhibit 10.4


SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED
LEASE AGREEMENT


THIS SIXTH AMENDMENT TO SECOND AMENDED AND
RESTATED 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 hereof
as Landlord, as landlord (collectively, “Landlord”), and FIVE STAR QUALITY CARE TRUST, a Maryland business trust, as
tenant (“Tenant”).


W  I  T  N  E
S  S  E  T  H:


WHEREAS, pursuant to the terms of that certain Second 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 Lease Agreement, dated as of June 3,
2005, that certain Third Amendment to Second Amended and Restated Lease
Agreement, dated as of October 31, 2005, that certain Third Amendment to Second
Amended and Restated Lease Agreement, dated as of December 30, 2005, that
certain Letter Agreement, dated as of March 13, 2006, and that certain Fifth
Amendment to Second Amended and Restated Lease Agreement, dated as of September
1, 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 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,
Senior Housing Properties Trust has acquired all of the stock and other equity
interests in RSA Healthcare, Inc. (“RSA”), whose wholly-owned
subsidiary, Savannah Square, Inc. (the “Savannah Square Owner”), owns
the fee simple interest in a senior living facility known as Savannah Square
and located in Savannah, Georgia (the “Savannah Square Property”); and


WHEREAS, Landlord and Tenant would prefer
to add the Savannah Square Property to the Consolidated Lease on the date
hereof but it is not feasible to do so because of certain financing restrictions
which currently encumber the Savannah Square Property; and


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


 









 



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


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


WHEREAS, the Savannah Square Owner has
agreed to join in this Amendment for purposes of evidencing its consent to this
Amendment and its agreement to become a Landlord under the Consolidated Lease
and to lease the Savannah Square Property to Tenant as soon as it becomes
feasible to do so; and


NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the mutual receipt and
legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby
agree as follows:


1.             Definition of Savannah Square Lease.  Effective as of the date hereof, the
following new definition for the term “Savannah Square Lease” is hereby added
to the Consolidated Lease as a new Section 1.101:


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


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


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


3.             Default under
Savannah Square Lease.  Effective as
of the date hereof, Section 12.1(m) of the Consolidated Lease is hereby amended
by deleting the existing Section 12.1(m) in its entirety and replacing it with
the following:


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



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4.             Financial
Statements.  Effective as of the date
hereof, Section 17.2(f) of the Consolidated Lease is hereby amended by deleting
the existing Section 17.2(f) in its entirety and replacing it with the
following:


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


5.             Savannah Square
Property.  Effective as of the date
hereof, the following new Section 21.12 is hereby added to the Consolidated
Lease immediately following Section 21.11:


Savannah
Square Property.  Landlord and Tenant expressly acknowledge and
agree that, effective automatically upon the release of the Savannah Square
Leased Property from the financing which is secured by the Savannah Square
Leased Property, the Savannah Square Leased Property shall be added to and
demised under this Agreement in accordance with the terms and conditions
hereof, the Minimum Rent payable hereunder shall be increased by an amount
equal to the Minimum Rent payable under the Savannah Square Lease, and the
Additional Rent payable hereunder shall be increased by an amount equal to the
Additional Rent payable under the Savannah Square Lease.  The addition of the Savannah Square Property
in accordance with the terms hereof shall be automatic without any requirement
that 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 and
deliver such documents, instruments, agreements and confirmations as the other
party shall reasonably request with respect to the foregoing.


6.             Ratification.  As amended hereby, the Consolidated Lease is
hereby ratified and confirmed.


[Signature
Page Follows.]



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IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment 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

  	
   

  	
   

  
	
   

  	
   

  	
  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 SAVANNAH
SQUARE OWNER HEREBY JOINS IN THE EXECUTION OF THIS AMENDMENT FOR THE LIMITED
PURPOSES OF CONSENTING TO THE TERMS AND CONDITIONS HEREOF ONCE THE FINANCING
RESTRICTIONS ARE NO LONGER APPLICABLE TO THE SAVANNAH SQUARE PROPERTY.


SAVANNAH
SQUARE OWNER:


SAVANNAH SQUARE, INC.,


a Georgia
corporation


	
  /s/ John R. Hoadley

  
	
  John R. Hoadley

  
	
  Treasurer

  



 


 



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