Exhibit 10.5


SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED
LEASE AGREEMENT


THIS SEVENTH 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, that certain Fifth
Amendment to Second Amended and Restated Lease Agreement, dated as of September
1, 2006 and that certain Sixth Amendment to Second Amended and Restated Lease
Agreement, dated as of September 30, 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,
SNH/LTA Properties Trust has acquired certain real property and related
improvements known as Hermitage Gardens at Oxford and located at 1488 Belk
Boulevard, Oxford, Mississippi, as more particularly described on Exhibit
A-93 attached hereto (the “Oxford Property”); and


WHEREAS, on or about the date hereof,
SNH/LTA Properties Trust has acquired certain real property and related
improvements known as Hermitage Gardens at Southaven and located at 108
Clarington Drive, Southaven, Mississippi, as more particularly described on Exhibit
A-94 attached hereto (the “Southaven Property”, and together with
the Oxford Property, collectively, the “Hermitage Properties”); and


WHEREAS, SNH/LTA Properties Trust, the
other entities comprising Landlord and Tenant wish to amend the Consolidated
Lease to include the Hermitage Properties;









 



 


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 Base Year.  The definition of the term “Base Year” set
forth in Section 1.9 of the Consolidated Lease is hereby deleted in its
entirety and replaced with the following:


“Base
Year”  shall mean (i) with respect to the Existing
Properties, the 2005 calendar year, (ii) with respect to the Additional
Properties, the 2006 calendar year, (iii) with respect to the Hermitage
Properties and the Holiday Properties other than the Buena Vida Property, the
2007 calendar year, and (iv) with respect to the Buena Vida Property, the
2008 calendar year.


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


“Disbursement Rate”  shall mean (a) with respect to all of the Properties
other than the Hermitage Properties and the Holiday Properties, an annual rate
of interest, as of the date of determination, equal to the greater of (i) the
Interest Rate, and (ii) the per annum rate for ten (10) year U.S. Treasury
Obligations as published in The Wall Street Journal plus four hundred
(400) basis points, and (b) with respect to the Hermitage Properties and the
Holiday Properties, an annual rate of interest, as of the date of
determination, equal to the greater of (i) the Interest Rate, and (ii) the per
annum rate for ten (10) year U.S. Treasury Obligations as published in The
Wall Street Journal plus three hundred twenty-five (325) basis points; provided,
however, that in no event shall the Disbursement Rate exceed eleven and
one-half percent (11.5%).


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



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“Interest Rate”  shall mean, (i) with respect to the Existing
Properties, ten percent (10%) per annum, (ii) with respect to the
Additional Properties, nine percent (9%) per annum, and (iii) with respect to
the Hermitage Properties and the Holiday Properties, eight and one quarter
percent (8.25%) per annum.


4.             Definition of
Minimum Rent.  The definition of the
term “Minimum Rent” set forth in Section 1.69 of the Consolidated Lease is
hereby deleted in its entirety and replaced with the following:


“Minimum
Rent”  shall mean the sum of Thirty-Eight Million
Nine Hundred Seventeen Thousand Seven Hundred Fifty and 00/100 Dollars ($38,917,750.00)
per annum.


5.             Definition of
Hermitage Properties.  The following
new definition for the term “Hermitage Properties” is hereby added to the
Consolidated Lease as a new Section 1.103:


“Hermitage
Properties”  shall mean the Properties located on the Land
described in Exhibits A-93 and   A-94
attached hereto.


6.             Leased Property.  Section 2.1 of the Consolidated Lease is
hereby amended by deleting subsection (a) in its entirety and replacing it with
the following:


(a)           those
certain tracts, pieces and parcels of land as more particularly described in
Exhibits A-1 through A-94 attached hereto and made a part hereof (the “Land”).


7.             Permitted Use.  Section 4.1.1 of the Consolidated Lease is
hereby amended by deleting subsection (b) in its entirety and replacing it with
the following:


(b)           In the event that, in the reasonable
determination of Tenant, it shall no longer be economically practical to
operate any Property as currently operated, Tenant shall
give Landlord Notice thereof, which Notice shall set forth in reasonable detail
the reasons therefor.  Thereafter,
Landlord and Tenant shall negotiate in good faith to agree on an alternative
use for such Property, appropriate adjustments to the Additional Rent and other
related matters; provided, however, in no event shall the Minimum
Rent be reduced or abated as a result thereof. 
If Landlord and Tenant fail to agree on an alternative use for such
Property within sixty (60) days after commencing


 



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negotiations as
aforesaid, Tenant may market such Property for sale to a third party.  If Tenant receives a bona fide offer (an “Offer”)
to purchase such Property from a Person having the financial capacity to
implement the terms of such Offer, Tenant shall give Landlord Notice thereof,
which Notice shall include a copy of the Offer executed by such third
party.  In the event that Landlord shall
fail to accept or reject such Offer within thirty (30) days after receipt of
such Notice, such Offer shall be deemed to be rejected by Landlord.  If Landlord shall sell the Property pursuant
to such Offer, then, effective as of the date of such sale, this Agreement
shall terminate with respect to such Property, and the Minimum Rent shall be
reduced by an amount equal to (x) ten percent (10%) of the net proceeds of sale
received by Landlord in the case of an Existing Property, (y) nine percent (9%)
of the net proceeds of sale received by Landlord in the case of an Additional
Property, and (z) eight and one quarter percent (8.25%) of the net proceeds of
sale received by Landlord in the case of a Hermitage Property or a Holiday
Property.  If Landlord shall reject (or
be deemed to have rejected) such Offer, then, effective as of the proposed date
of such sale, this Agreement shall terminate with respect to such Property, and
the Minimum Rent shall be reduced by an amount equal (i) in the case of an
Offer for an Existing Property, to ten percent (10%) of the projected net
proceeds determined by reference to such Offer, (ii) in the case of an
Additional Property, nine percent (9%) of the projected net proceeds determined
by reference to such Offer, and (iii) in the case of a Hermitage Property or a
Holiday Property, eight and one quarter percent (8.25%) of the net proceeds
determined by reference to such Offer.


8.             Exhibit A.  Exhibit A to the Consolidated Lease is hereby
amended by adding Exhibits A-93 and A-94 attached hereto
following Exhibit A-92 to the Consolidated Lease.


9.             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 following exhibits
have been omitted and will be supplementally furnished
to the Securities and Exchange Commission upon request:


EXHIBIT A-93 — Oxford
Property


EXHIBIT A-94 —
Southaven Property