Exhibit 10.3


FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED
LEASE AGREEMENT


THIS FIFTH AMENDMENT TO SECOND AMENDED AND
RESTATED LEASE AGREEMENT (this “Amendment”) is made and entered into as of September 1,
2006 by and among each of the parties identified on the signature page hereof
as a 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, and that
certain Letter Agreement, dated as of March 13, 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 five (5) senior living properties from certain
affiliates of Holiday Retirement Corp. (collectively, the “Holiday
Properties”); and


WHEREAS, Landlord and Tenant desire
to amend the Lease to include the Holiday 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 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 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 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:


“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 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-Seven Million
Six Hundred Forty-Six Thousand Three Hundred Forty-Four and 00/100 Dollars
($37,646,344.00) per annum.



 2
 






 



 


5.             Definition of
Buena Vida Property.  The following
new definition for the term “Buena Vida Property” is hereby added to the
Consolidated Lease as a new Section 1.99:


“Buena
Vida Property”  shall mean the Property known as Buena Vida
and located in Naples, Florida on the Land described on Exhibit A-7
attached hereto.


6.             Definition of
Holiday Properties.  The following
new definition for the term “Holiday Properties” is hereby added to the
Consolidated Lease as a new Section 1.100:


“Holiday
Properties”  shall mean the Properties located on the Land
described in Exhibit A-7 and Exhibits A-89 through and including A-92
attached hereto.


7.             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-92 attached hereto and made a part hereof (the “Land”).


8.             Additional Rent.  Section 3.1.2 of the Consolidated Lease is
hereby amended by deleting the second sentence therefrom in its entirety.


9.             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 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



 3
 






 



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 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 Holiday Property, eight and
one quarter percent (8.25%) of the net proceeds determined by reference to such
Offer.


10.           Exhibit A.  Exhibit A to the Consolidated Lease is hereby
amended by deleting Exhibit A-7 attached thereto in its entirety and replacing
it with Exhibit A-7 attached hereto and by adding Exhibits A-89
through A-92 attached hereto following Exhibit A-88 to the Consolidated
Lease.


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



 4
 






 



 


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

  	
   

  	
   

  



 



 5
 






 



 


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


EXHIBIT A-7 - BUENA VIDA PROPERTY


EXHIBIT A-89


EXHIBIT A-90


EXHIBIT A-91


EXHIBIT
A-92


 



 6