FIVE STAR QUALITY CARE INC (Form: 8-K, Received: 06/08/2011 16:07:27)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 8, 2011 (June 8, 2011)

FIVE STAR QUALITY CARE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-16817		04-3516029
(Commission File Number)		(IRS Employer Identification No.)

400 Centre Street, Newton, Massachusetts 02458

(Address of Principal Executive Offices) (Zip Code)

617-796-8387

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Five Star Quality Care, Inc., or the Company, hereby files the following exhibits:

10.1 Fifth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of May 1, 2011, by and among certain subsidiaries of Senior Housing Properties Trust, as landlord, and Five Star Quality Care Trust, as tenant.

10.2 Partial Termination of and Sixth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of June 1, 2011, by and among certain subsidiaries of Senior Housing Properties Trust, as landlord, and Five Star Quality Care Trust, as tenant.

10.3 Partial Termination of and Second Amendment to Amended and Restated Master Lease Agreement (Lease No. 4), dated as of May 1, 2011, by and among certain subsidiaries of Senior Housing Properties Trust, as landlord, and certain subsidiaries of the Company, as tenant.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIVE STAR QUALITY CARE, INC.


	By:	/s/ Paul V. Hoagland
	Name:	Paul V. Hoagland
	Title:	Treasurer and Chief Financial Officer

Dated: June 8, 2011

Exhibit 10.1

FIFTH AMENDMENT TO
AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 1)

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 1) (this “ Amendment ”) is made and entered into as of May 1, 2011 by and among each of the parties identified on the signature pages hereof as a landlord (collectively, “ Landlord ”) and FIVE STAR QUALITY CARE TRUST, a Maryland business trust (“ Tenant ”).

W I T N E S S E T H :

WHEREAS , pursuant to the terms of that certain Amended and Restated Master Lease Agreement (Lease No. 1), dated as of August 4, 2009, as amended by that certain Partial Termination of and First Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of October 1, 2009, that certain Second Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of November 17, 2009, that certain Third Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of December 10, 2009, and that certain Partial Termination of and Fourth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of August 1, 2010, (as so amended, “ Amended Lease No. 1 ”), 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 Amended Lease No. 1), all as more particularly described in Amended Lease No. 1; and

WHEREAS , simultaneously herewith, SNH/LTA Properties GA LLC has acquired certain real property and related improvements known as Crimson Pointe and located at 7130 Crimson Ridge Drive, Rockford, Illinois 61107, as more particularly described on Exhibit A-61 attached hereto (the “ Crimson Pointe Property ”); and

WHEREAS, SNH/LTA Properties GA LLC, the other entities comprising Landlord and Tenant wish to amend Amended Lease No. 1 to include the Crimson Pointe Property;

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 that, effective as of the date hereof, Amended Lease No. 1 is hereby amended as follows:

1. Definition of Minimum Rent . The defined term “Minimum Rent” set forth in Section 1.68 of Amended Lease No. 1 is deleted in its entirety and replaced with the following:

“ Minimum Rent ” shall mean the sum of Fifty-Three Million, Seven Hundred Forty-Nine Thousand, Two Hundred Seventy-Five and 93/100 Dollars ($53,749,275.93) per annum.

2. Leased Property . Section 2.1 of Amended Lease No. 1 is hereby amended by deleting subsection (a) therefrom in its entirety and replacing it with the following:

(a) those certain tracts, pieces and parcels of land as more particularly described on Exhibits A-1 through A-61 attached hereto and made a part hereof (the “ Land ”).

3. Schedule 1 . Schedule 1 to Amended Lease No. 1 is deleted in its entirety and replaced with Schedule 1 attached hereto.

4. Exhibit A . Exhibit A to Amended Lease No. 1 is amended by adding Exhibit A-61 attached hereto immediately following Exhibit A-60 to Amended Lease No. 1.

5. Ratification . As amended hereby, Amended Lease No. 1 is ratified and confirmed.

[Remainder of page intentionally left blank;

signature pages follow]

IN WITNESS WHEREOF , the parties have executed this Amendment as a sealed instrument as of the date above first written.

	LANDLORD:

	SNH SOMERFORD PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

	SPTMNR PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

	SNH/LTA PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

	SPTIHS PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

	SNH CHS PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

	SNH/LTA PROPERTIES GA LLC


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

	TENANT:

	FIVE STAR QUALITY CARE TRUST


	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President

SCHEDULE 1

PROPERTY-SPECIFIC INFORMATION

Exhibit	Property Address	Base Gross Revenues (Calendar Year)	Base Gross Revenues (Dollar Amount)		Commencement Date	Interest Rate
A-1	La Mesa Healthcare Center 2470 South Arizona Avenue Yuma, AZ 85364	2005	$	6,333,157	12/31/2001	10	%
A-2	SunQuest Village of Yuma 265 East 24 th Street Yuma, AZ 85364	2005	$	543,595	12/31/2001	10	%
A-3	Somerford Place - Encinitas 1350 South El Camino Real Encinitas, CA 92024	2009	N/A		03/31/2008	8	%
A-4	Somerford Place - Fresno 6075 North Marks Avenue Fresno, CA 93711	2009	N/A		03/31/2008	8	%
A-5	Lancaster Healthcare Center 1642 West Avenue J Lancaster, CA 93534	2005	$	6,698,648	12/31/2001	10	%
A-6	Somerford Place — Redlands 1319 Brookside Avenue Redlands, CA 92373	2009	N/A		03/31/2008	8	%
A-7	Somerford Place - Roseville 110 Sterling Court Roseville, CA 95661	2009	N/A		03/31/2008	8	%
A-8	Leisure Pointe 1371 Parkside Drive San Bernardino, CA 92404	2007	$	1,936,220	09/01/2006	8.25	%
A-9	Van Nuys Health Care Center 6835 Hazeltine Street Van Nuys, CA 91405	2005	$	3,626,353	12/31/2001	10	%
A-10	Mantey Heights Rehabilitation & Care Center 2825 Patterson Road Grand Junction, CO 81506	2005	$	5,564,949	12/31/2001	10	%
A-11	Cherrelyn Healthcare Center 5555 South Elati Street Littleton, CO 80120	2005	$	12,574,200	12/31/2001	10	%

Exhibit	Property Address	Base Gross Revenues (Calendar Year)	Base Gross Revenues (Dollar Amount)		Commencement Date	Interest Rate
A-12	Somerford House and Somerford Place — Newark I & II 501 South Harmony Road and 4175 Ogletown Road Newark, DE 19713	2009	N/A		03/31/2008	8	%
A-13	Tuscany Villa Of Naples (aka Buena Vida) 8901 Tamiami Trail East Naples, FL 34113	2008	$	2,157,675	09/01/2006	8.25	%
A-14	College Park Healthcare Center 1765 Temple Avenue College Park, GA 30337	2005	$	4,130,893	12/31/2001	10	%
A-15	Morningside of Columbus 7100 South Stadium Drive Columbus, GA 31909	2006	$	1,381,462	11/19/2004	9	%
A-16	Morningside of Dalton 2470 Dug Gap Road Dalton, GA 30720	2006	$	1,196,357	11/19/2004	9	%
A-17	Morningside of Evans 353 North Belair Road Evans, GA 30809	2006	$	1,433,421	11/19/2004	9	%
A-18	Vacant Land Adjacent to Morningside of Macon 6191 Peake Road Macon, GA 31220	2006	N/A		11/19/2004	9	%
A-19	Intentionally Deleted.	N/A	N/A		N/A	N/A
A-20	Union Park Health Services 2401 East 8 th Street Des Moines, IA 50316	2005	$	4,404,678	12/31/2001	10	%
A-21	Park Place 114 East Green Street Glenwood, IA 51534	2005	$	8,109,512	12/31/2001	10	%
A-22	Prairie Ridge Care & Rehabilitation 608 Prairie Street Mediapolis, IA 52637	2005	$	3,234,505	12/31/2001	10	%
A-23	Ashwood Place 102 Leonardwood Frankfort, KY 40601	2007	$	1,769,726	09/01/2006	8.25	%
A-24	Somerford Place - Annapolis 2717 Riva Road Annapolis, MD 21401	2009	N/A		03/31/2008	8	%
A-25	Somerford Place - Columbia 8220 Snowden River Parkway Columbia, MD 21045	2009	N/A		03/31/2008	8	%
A-26	Somerford Place - Frederick 2100 Whittier Drive Frederick, MD 21702	2009	N/A		03/31/2008	8	%

Exhibit	Property Address	Base Gross Revenues (Calendar Year)	Base Gross Revenues (Dollar Amount)		Commencement Date	Interest Rate
A-27	Somerford Place - Hagerstown 10114 & 10116 Sharpsburg Pike Hagerstown, MD 21740	2009	N/A		03/31/2008	8	%
A-28	The Wellstead of Rogers 20500 and 20600 South Diamond Lake Road Rogers, MN 55374	2009	N/A		03/01/2008	8	%
A-29	Arbor View Healthcare & Rehabilitation (aka Beverly Manor) 1317 North 36th St St. Joseph, MO 64506	2005	$	4,339,882	12/31/2001	10	%
A-30	Hermitage Gardens of Oxford 1488 Belk Boulevard Oxford, MS 38655	2007	$	1,816,315	10/01/2006	8.25	%
A-31	Hermitage Gardens of Southaven 108 Clarington Drive Southaven, MS 38671	2007	$	1,527,068	10/01/2006	8.25	%
A-32	Ashland Care Center 1700 Furnace Street Ashland, NE 68003	2005	$	4,513,891	12/31/2001	10	%
A-33	Blue Hill Care Center 414 North Wilson Street Blue Hill, NE 68930	2005	$	2,284,065	12/31/2001	10	%
A-34	Central City Care Center 2720 South 17 th Avenue Central City, NE 68462	2005	$	2,005,732	12/31/2001	10	%
A-35	Intentionally deleted.	N/A	N/A		N/A	N/A
A-36	Gretna Community Living Center 700 South Highway 6 Gretna, NE 68028	2005	$	3,380,356	12/31/2001	10	%
A-37	Sutherland Care Center 333 Maple Street Sutherland, NE 69165	2005	$	2,537,340	12/31/2001	10	%
A-38	Waverly Care Center 11041 North 137 th Street Waverly, NE 68462	2005	$	3,066,135	12/31/2001	10	%
A-39	Rolling Hills Manor 600 Newport Drive Baldwin, PA 15234	2006	$	1,791,274	10/31/2005	9	%
A-40	Ridgepointe 5301 Brownsville Road Pittsburgh, PA 15236	2006	$	1,944,499	10/31/2005	9	%
A-41	Mount Vernon of South Park 1400 Riggs Road South Park, PA 15129	2006	$	2,718,057	10/31/2005	9	%
A-42	Morningside of Gallatin 1085 Hartsville Pike Gallatin, TN 37066	2006	$	1,343,801	11/19/2004	9	%

Exhibit	Property Address	Base Gross Revenues (Calendar Year)	Base Gross Revenues (Dollar Amount)		Commencement Date	Interest Rate
A-43	Walking Horse Meadows 207 Uffelman Drive Clarksville, TN 37043	2007	$	1,471,410	01/01/2007	8.25	%
A-44	Morningside of Belmont 1710 Magnolia Boulevard Nashville, TN 37212	2006	$	3,131,648	06/03/2005	9	%
A-45	Dominion Village at Chesapeake 2856 Forehand Drive Chesapeake, VA 23323	2005	$	1,416,951	05/30/2003	10	%
A-46	Dominion Village at Williamsburg 4132 Longhill Road Williamsburg, VA 23188	2005	$	1,692,753	05/30/2003	10	%
A-47	Heartfields at Richmond 500 North Allen Avenue Richmond, VA 23220	2005	$	1,917,765	10/25/2002	10	%
A-48	Brookfield Rehabilitation and Specialty Care (aka Woodland Healthcare Center) 18741 West Bluemound Road Brookfield, WI 53045	2005	$	13,028,846	12/31/2001	10	%
A-49	Meadowmere - Southport Assisted Living 8350 and 8351 Sheridan Road Kenosha, WI 53143	2009	N/A		01/04/2008	8	%
A-50	Meadowmere - Madison Assisted Living 5601 Burke Road Madison, WI 53718	2009	N/A		01/04/2008	8	%
A-51	Sunny Hill Health Care Center 4325 Nakoma Road Madison, WI 53711	2005	$	3,237,633	12/31/2001	10	%
A-52	Mitchell Manor Senior Living 5301 West Lincoln Avenue West Allis, WI 53219	2009	N/A		01/04/2008	8	%
A-53	Laramie Care Center 503 South 18 th Street Laramie, WY 82070	2005	$	4,473,949	12/31/2001	10	%
A-54	Haven in Highland Creek 5920 McChesney Drive Charlotte, NC 28269 Laurels in Highland Creek 6101 Clark Creek Parkway Charlotte, NC 28269	2010	N/A		11/17/2009	8.75	%

Exhibit	Property Address	Base Gross Revenues (Calendar Year)	Base Gross Revenues (Dollar Amount)	Commencement Date	Interest Rate
A-55	Haven in the Village at Carolina Place 13150 Dorman Road Pineville, NC 28134 Laurels in the Village at Carolina Place 13180 Dorman Road Pineville, NC 28134	2010	N/A	11/17/2009	8.75	%
A-56	Haven in the Summit 3 Summit Terrace Columbia, SC 29229	2010	N/A	11/17/2009	8.75	%
A-57	Haven in the Village at Chanticleer 355 Berkmans Lane Greenville, SC 29605	2010	N/A	11/17/2009	8.75	%
A-58	Haven in the Texas Hill Country 747 Alpine Drive Kerrville, TX 78028	2010	N/A	11/17/2009	8.75	%
A-59	Haven in Stone Oak 511 Knights Cross Drive San Antonio, TX 78258 Laurels in Stone Oak 575 Knights Cross Drive San Antonio, TX 78258	2010	N/A	11/17/2009	8.75	%
A-60	Eastside Gardens 2078 Scenic Highway North Snellville, Georgia 30078	2010	N/A	12/10/2009	8.75	%
A-61	Crimson Pointe 7130 Crimson Ridge Drive Rockford, IL 61107	2012	N/A	5/1/11	8	%

Exhibit A-61

[Building]

7130 Crimson Ridge Drive

Rockford, IL

EXHIBIT A

LEGAL DESCRIPTION

Lot 8 as designated upon Plat No. 3 of Crimson Ridge Estates, being a Subdivision of part of the Northwest Quarter (1/4) of Section 23, Township 44 North, Range 2 East of the Third Principal Meridian, the Plat of which is recorded in Book 40 of Plats on page 64B in the Recorder’s Office of Winnebago County, Illinois; situated in the County of Winnebago and State of Illinois.

Exhibit 10.2

PARTIAL TERMINATION OF AND SIXTH AMENDMENT TO
AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 1)

THIS PARTIAL TERMINATION OF AND SIXTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 1) (this “ Amendment ”) is made and entered into as of June 1, 2011 by and among each of the parties identified on the signature pages hereof as a landlord (collectively, “ Landlord ”) and FIVE STAR QUALITY CARE TRUST, a Maryland business trust (“ Tenant ”).

W I T N E S S E T H :

WHEREAS , pursuant to the terms of that certain Amended and Restated Master Lease Agreement (Lease No. 1), dated as of August 4, 2009, as amended by that certain Partial Termination of and First Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of October 1, 2009, that certain Second Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of November 17, 2009, that certain Third Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of December 10, 2009, that certain Partial Termination of and Fourth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of August 1, 2010, and that certain Fifth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of May 1, 2011 (as so amended, “ Amended Lease No. 1 ”), 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 Amended Lease No. 1), all as more particularly described in Amended Lease No. 1; and

WHEREAS , on or about May 6, 2011, SNH/LTA Properties Trust sold a portion of the Leased Property consisting of the real property and related improvements known as Rolling Hills Manor and located at 600 Newport Drive, Pittsburgh, Pennsylvania and more particularly described on Exhibit A-39 to Amended Lease No. 1 (the “ Rolling Hills Property ”); and

WHEREAS , on or about the date hereof, SPTIHS Properties Trust is selling a portion of the Leased Property consisting of the real property and related improvements known as the College Park Healthcare Center located at 1765 Temple Avenue, College Park, Georgia and more particularly described on Exhibit A-14 to Amended Lease No. 1 (the “ College Park Property ”); and

WHEREAS, in connection with the sales of the Rolling Hills Property and the College Park Property, SPTIHS Properties Trust, SNH/LTA Properties Trust, the other entities comprising Landlord and Tenant wish to amend Amended Lease No. 1 to terminate Amended Lease No. 1 with respect to the Rolling Hills Property and the College Park Property;

1. Partial Termination of Lease . Amended Lease No. 1 is terminated with respect to the Rolling Hills Property and the College Park Property and neither Landlord nor Tenant shall have any further rights or liabilities thereunder with respect to the Rolling Hills Property from and after May 6, 2011 or with respect to the College Park Property from and after the date hereof, except for those rights and liabilities which by their terms survive the termination of Amended Lease No. 1.

2. Definition of Minimum Rent . The defined term “Minimum Rent” set forth in Section 1.68 of Amended Lease No. 1 is deleted in its entirety and replaced with the following:

“ Minimum Rent ” shall mean the sum of Fifty-Three Million, One Hundred Fifty-Six Thousand, Four Hundred Sixty-Four and 00/100 Dollars ($53,156,464.00) per annum.

3. Schedule 1 . Schedule 1 to Amended Lease No. 1 is deleted in its entirety and replaced with Schedule 1 attached hereto.

4. Exhibit A . Exhibit A to Amended Lease No. 1 is amended by deleting the text of Exhibit A-14 and Exhibit A-39 attached thereto in their entirety and replacing them with “Intentionally Deleted.”

5. Ratification . As amended hereby, Amended Lease No. 1 is ratified and confirmed.

[Remainder of page intentionally left blank;

signature pages follow]

IN WITNESS WHEREOF , the parties have executed this Amendment as a sealed instrument as of the date above first written.

	LANDLORD:

	SNH SOMERFORD PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

	SPTMNR PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

	SNH/LTA PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

	SPTIHS PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

	SNH CHS PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

	SNH/LTA PROPERTIES GA LLC


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

	TENANT:

	FIVE STAR QUALITY CARE TRUST


	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President

SCHEDULE 1

PROPERTY-SPECIFIC INFORMATION

Exhibit	Property Address	Base Gross Revenues (Calendar Year)	Base Gross Revenues (Dollar Amount)		Commencement Date	Interest Rate
A-1	La Mesa Healthcare Center 2470 South Arizona Avenue Yuma, AZ 85364	2005	$	6,333,157	12/31/2001	10	%
A-2	SunQuest Village of Yuma 265 East 24 th Street Yuma, AZ 85364	2005	$	543,595	12/31/2001	10	%
A-3	Somerford Place - Encinitas 1350 South El Camino Real Encinitas, CA 92024	2009	N/A		03/31/2008	8	%
A-4	Somerford Place - Fresno 6075 North Marks Avenue Fresno, CA 93711	2009	N/A		03/31/2008	8	%
A-5	Lancaster Healthcare Center 1642 West Avenue J Lancaster, CA 93534	2005	$	6,698,648	12/31/2001	10	%
A-6	Somerford Place — Redlands 1319 Brookside Avenue Redlands, CA 92373	2009	N/A		03/31/2008	8	%
A-7	Somerford Place - Roseville 110 Sterling Court Roseville, CA 95661	2009	N/A		03/31/2008	8	%
A-8	Leisure Pointe 1371 Parkside Drive San Bernardino, CA 92404	2007	$	1,936,220	09/01/2006	8.25	%
A-9	Van Nuys Health Care Center 6835 Hazeltine Street Van Nuys, CA 91405	2005	$	3,626,353	12/31/2001	10	%
A-10	Mantey Heights Rehabilitation & Care Center 2825 Patterson Road Grand Junction, CO 81506	2005	$	5,564,949	12/31/2001	10	%
A-11	Cherrelyn Healthcare Center 5555 South Elati Street Littleton, CO 80120	2005	$	12,574,200	12/31/2001	10	%

Exhibit	Property Address	Base Gross Revenues (Calendar Year)	Base Gross Revenues (Dollar Amount)		Commencement Date	Interest Rate
A-12	Somerford House and Somerford Place — Newark I & II 501 South Harmony Road and 4175 Ogletown Road Newark, DE 19713	2009	N/A		03/31/2008	8	%
A-13	Tuscany Villa Of Naples (aka Buena Vida) 8901 Tamiami Trail East Naples, FL 34113	2008	$	2,157,675	09/01/2006	8.25	%
A-14	Intentionally Deleted.	N/A	N/A		N/A	N/A
A-15	Morningside of Columbus 7100 South Stadium Drive Columbus, GA 31909	2006	$	1,381,462	11/19/2004	9	%
A-16	Morningside of Dalton 2470 Dug Gap Road Dalton, GA 30720	2006	$	1,196,357	11/19/2004	9	%
A-17	Morningside of Evans 353 North Belair Road Evans, GA 30809	2006	$	1,433,421	11/19/2004	9	%
A-18	Vacant Land Adjacent to Morningside of Macon 6191 Peake Road Macon, GA 31220	2006	N/A		11/19/2004	9	%
A-19	Intentionally Deleted.	N/A	N/A		N/A	N/A
A-20	Union Park Health Services 2401 East 8 th Street Des Moines, IA 50316	2005	$	4,404,678	12/31/2001	10	%
A-21	Park Place 114 East Green Street Glenwood, IA 51534	2005	$	8,109,512	12/31/2001	10	%
A-22	Prairie Ridge Care & Rehabilitation 608 Prairie Street Mediapolis, IA 52637	2005	$	3,234,505	12/31/2001	10	%
A-23	Ashwood Place 102 Leonardwood Frankfort, KY 40601	2007	$	1,769,726	09/01/2006	8.25	%
A-24	Somerford Place - Annapolis 2717 Riva Road Annapolis, MD 21401	2009	N/A		03/31/2008	8	%
A-25	Somerford Place - Columbia 8220 Snowden River Parkway Columbia, MD 21045	2009	N/A		03/31/2008	8	%
A-26	Somerford Place - Frederick 2100 Whittier Drive Frederick, MD 21702	2009	N/A		03/31/2008	8	%
A-27	Somerford Place - Hagerstown 10114 & 10116	2009	N/A		03/31/2008	8	%

Exhibit	Property Address	Base Gross Revenues (Calendar Year)	Base Gross Revenues (Dollar Amount)		Commencement Date	Interest Rate
	Sharpsburg Pike Hagerstown, MD 21740
A-28	The Wellstead of Rogers 20500 and 20600 South Diamond Lake Road Rogers, MN 55374	2009	N/A		03/01/2008	8	%
A-29	Arbor View Healthcare & Rehabilitation (aka Beverly Manor) 1317 North 36th St St. Joseph, MO 64506	2005	$	4,339,882	12/31/2001	10	%
A-30	Hermitage Gardens of Oxford 1488 Belk Boulevard Oxford, MS 38655	2007	$	1,816,315	10/01/2006	8.25	%
A-31	Hermitage Gardens of Southaven 108 Clarington Drive Southaven, MS 38671	2007	$	1,527,068	10/01/2006	8.25	%
A-32	Ashland Care Center 1700 Furnace Street Ashland, NE 68003	2005	$	4,513,891	12/31/2001	10	%
A-33	Blue Hill Care Center 414 North Wilson Street Blue Hill, NE 68930	2005	$	2,284,065	12/31/2001	10	%
A-34	Central City Care Center 2720 South 17 th Avenue Central City, NE 68462	2005	$	2,005,732	12/31/2001	10	%
A-35	Intentionally deleted.	N/A	N/A		N/A	N/A
A-36	Gretna Community Living Center 700 South Highway 6 Gretna, NE 68028	2005	$	3,380,356	12/31/2001	10	%
A-37	Sutherland Care Center 333 Maple Street Sutherland, NE 69165	2005	$	2,537,340	12/31/2001	10	%
A-38	Waverly Care Center 11041 North 137 th Street Waverly, NE 68462	2005	$	3,066,135	12/31/2001	10	%
A-39	Intentionally Deleted.	N/A	N/A		N/A	N/A
A-40	Ridgepointe 5301 Brownsville Road Pittsburgh, PA 15236	2006	$	1,944,499	10/31/2005	9	%
A-41	Mount Vernon of South Park 1400 Riggs Road South Park, PA 15129	2006	$	2,718,057	10/31/2005	9	%
A-42	Morningside of Gallatin 1085 Hartsville Pike Gallatin, TN 37066	2006	$	1,343,801	11/19/2004	9	%
A-43	Walking Horse Meadows 207 Uffelman Drive Clarksville, TN 37043	2007	$	1,471,410	01/01/2007	8.25	%
A-44	Morningside of Belmont 1710 Magnolia Boulevard Nashville, TN 37212	2006	$	3,131,648	06/03/2005	9	%

Exhibit	Property Address	Base Gross Revenues (Calendar Year)	Base Gross Revenues (Dollar Amount)		Commencement Date	Interest Rate
A-45	Dominion Village at Chesapeake 2856 Forehand Drive Chesapeake, VA 23323	2005	$	1,416,951	05/30/2003	10	%
A-46	Dominion Village at Williamsburg 4132 Longhill Road Williamsburg, VA 23188	2005	$	1,692,753	05/30/2003	10	%
A-47	Heartfields at Richmond 500 North Allen Avenue Richmond, VA 23220	2005	$	1,917,765	10/25/2002	10	%
A-48	Brookfield Rehabilitation and Specialty Care (aka Woodland Healthcare Center) 18741 West Bluemound Road Brookfield, WI 53045	2005	$	13,028,846	12/31/2001	10	%
A-49	Meadowmere - Southport Assisted Living 8350 and 8351 Sheridan Road Kenosha, WI 53143	2009	N/A		01/04/2008	8	%
A-50	Meadowmere - Madison Assisted Living 5601 Burke Road Madison, WI 53718	2009	N/A		01/04/2008	8	%
A-51	Sunny Hill Health Care Center 4325 Nakoma Road Madison, WI 53711	2005	$	3,237,633	12/31/2001	10	%
A-52	Mitchell Manor Senior Living 5301 West Lincoln Avenue West Allis, WI 53219	2009	N/A		01/04/2008	8	%
A-53	Laramie Care Center 503 South 18 th Street Laramie, WY 82070	2005	$	4,473,949	12/31/2001	10	%
A-54	Haven in Highland Creek 5920 McChesney Drive Charlotte, NC 28269 Laurels in Highland Creek 6101 Clark Creek Parkway Charlotte, NC 28269	2010	N/A		11/17/2009	8.75	%

Exhibit	Property Address	Base Gross Revenues (Calendar Year)	Base Gross Revenues (Dollar Amount)	Commencement Date	Interest Rate
A-55	Haven in the Village at Carolina Place 13150 Dorman Road Pineville, NC 28134 Laurels in the Village at Carolina Place 13180 Dorman Road Pineville, NC 28134	2010	N/A	11/17/2009	8.75	%
A-56	Haven in the Summit 3 Summit Terrace Columbia, SC 29229	2010	N/A	11/17/2009	8.75	%
A-57	Haven in the Village at Chanticleer 355 Berkmans Lane Greenville, SC 29605	2010	N/A	11/17/2009	8.75	%
A-58	Haven in the Texas Hill Country 747 Alpine Drive Kerrville, TX 78028	2010	N/A	11/17/2009	8.75	%
A-59	Haven in Stone Oak 511 Knights Cross Drive San Antonio, TX 78258 Laurels in Stone Oak 575 Knights Cross Drive San Antonio, TX 78258	2010	N/A	11/17/2009	8.75	%
A-60	Eastside Gardens 2078 Scenic Highway North Snellville, Georgia 30078	2010	N/A	12/10/2009	8.75	%
A-61	Crimson Pointe 7130 Crimson Ridge Drive Rockford, Illinois 61107	2012	N/A	5/1/11	8	%

Exhibit 10.3

PARTIAL TERMINATION OF AND SECOND AMENDMENT TO
AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 4)

THIS PARTIAL TERMINATION OF AND SECOND AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4) (this “ Amendment ”) is made and entered into as of May 1, 2011 by and among each of the parties identified on the signature pages hereof as a landlord (collectively, “ Landlord ”), and each of the parties identified on the signature pages hereof as a tenant (jointly and severally, “ Tenant ”).

W I T N E S S E T H :

WHEREAS , pursuant to the terms of that certain Amended and Restated Master Lease Agreement (Lease No. 4), dated as of August 4, 2009, as amended by that certain First Amendment to Amended and Restated Master Lease Agreement (Lease No. 4), dated as of October 1, 2009 ( as so amended, “ Amended Lease No. 4 ”), 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 Amended Lease No. 4), all as more particularly described in Amended Lease No. 4; and

WHEREAS , on or about the date hereof, SPTIHS Properties Trust is selling a portion of the Leased Property consisting of the real property and related improvements known as (a) the Southland Care Center located at 606 Simmons Street, Dublin, Georgia and more particularly described on Exhibit A-4 to Amended Lease No. 4 (the “ Southland Property ”) and (b) the Autumn Breeze Healthcare Center, located at 1480 Sandtown Road, Marietta, Georgia and more particularly described on Exhibit A-5 to Amended Lease No. 4 (the “ Autumn Breeze Property ”); and

WHEREAS, in connection with the sale of the Southland Property and the Autumn Breeze Property, SPTIHS Properties Trust, the other entities comprising Landlord and Tenant wish to amend Amended Lease No. 4 to terminate Amended Lease No. 4 with respect to the Southland Property and the Autumn Breeze Property;

1. Partial Termination of Lease . Amended Lease No. 4 is terminated with respect to the Southland Property and the Autumn Breeze Property and neither Landlord nor Tenant shall have any further rights or liabilities thereunder with respect to the Southland Property or the Autumn Breeze Property from and after the date hereof, except for those rights and liabilities which by their terms survive the termination of Amended Lease No. 4.

2. Definition of Minimum Rent . The defined term “Minimum Rent” set forth in Section 1.68 of Amended Lease No. 4 is deleted in its entirety and replaced with the following:

“ Minimum Rent ” shall mean the sum of Twenty-One Million, Nine Hundred Thirty-Three Thousand, Three Hundred Sixty-Four and 60/100 Dollars ($21,933,394.60) per annum.

3. Schedule 1 . Schedule 1 to Amended Lease No. 4 is deleted in its entirety and replaced with Schedule 1 attached hereto.

4. Exhibit A . Exhibit A to Amended Lease No. 4 is amended by deleting the text of each of Exhibit A-4 and Exhibit A-5 attached thereto in its entirety and replacing it with “Intentionally Deleted.”

5. Ratification . As amended hereby, Amended Lease No. 4 is ratified and confirmed.

[Remainder of page intentionally left blank;

signature pages follow]

IN WITNESS WHEREOF , the parties have executed this Amendment as a sealed instrument as of the date above first written.

	LANDLORD:

	SNH SOMERFORD PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President


	SNH NS PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President


	SNH/LTA PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President


	SPTIHS PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President


	SNH CHS PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

	SNH/LTA PROPERTIES GA LLC


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President


	CCOP SENIOR LIVING LLC


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President


	TENANT:

	FIVE STAR QUALITY CARE TRUST


	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President


	FIVE STAR QUALITY CARE - NS TENANT, LLC


	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President


	FS TENANT HOLDING COMPANY TRUST


	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President

SCHEDULE 1

PROPERTY-SPECIFIC INFORMATION

Exhibit	Property Address	Base Gross Revenues (Calendar Year)	Base Gross Revenues (Dollar Amount)		Commencement Date	Interest Rate
A-1	Somerford Place - Stockton 3530 Deer Park Drive Stockton, CA 95219	2009	N/A		03/31/2008	8	%
A-2	La Villa Grande Care Center 2501 Little Bookcliff Drive Grand Junction, CO 81501	2005	$	5,205,189	12/31/2001	10	%
A-3	Court at Palm-Aire 2701 North Course Drive Pompano Beach, FL 33069	2007	$	12,992,201	09/01/2006	8.25	%
A-4	Intentionally Deleted	N/A	N/A		N/A	N/A
A-5	Intentionally Deleted	N/A	N/A		N/A	N/A
A-6	Northlake Gardens 1300 Montreal Road Tucker, GA 30084	2006	$	2,240,421	06/03/2005	9	%
A-7	Westridge Quality Care & Rehabilitation 600 Manor Drive Clarinda, IA 51632	2005	$	2,933,641	12/31/2001	10	%
A-8	Brenden Gardens 900 Southwind Road Springfield, IL 62703	2007	$	1,802,414	09/01/2006	8.25	%
A-9	Overland Park Place 6555 West 75 th Street Overland Park, KS 66204	2005	$	2,539,735	10/25/2002	10	%
A-10	Morningside of Mayfield 1517 West Broadway Mayfield, KY 42066	2006	$	1,197,256	11/19/2004	9%
A-11	The Neighborhood of Somerset 100 Neighborly Drive Somerset, KY 42503	2007	$	1,893,629	11/05/2006	8.25	%

A-12	Centennial Park Retirement Village 510 Centennial Circle North Platte, NE 69101	2009	N/A		02/17/2008	8	%
A-13	Westgate Assisted Living 3030 South 80th Street Omaha, NE 68124	2006	$	2,210,173	06/03/2005	9	%
A-14	NewSeasons at Cherry Hill 490 Cooper Landing Road Cherry Hill, NJ 08002*	N/A	N/A		12/29/2003	10	%
A-15	NewSeasons at Mount Arlington 2 Hillside Drive Mount Arlington, NJ 07856*	N/A	N/A		12/29/2003	10	%
A-16	NewSeasons at New Britain 800 Manor Drive Chalfont, PA 18914*	N/A	N/A		12/29/2003	10	%
A-17	NewSeasons at Clarks Summit 950 Morgan Highway Clarks Summit, PA 18411*	N/A	N/A		12/29/2003	10	%
A-18	NewSeasons at Exton 600 North Pottstown Pike Exton, PA 19341*	N/A	N/A		12/29/2003	10	%
A-19	NewSeasons at Glen Mills (Concordville) 242 Baltimore Pike Glen Mills, PA 19342*	N/A	N/A		12/29/2003	10	%
A-20	NewSeasons at Tiffany Court 700 Northampton Street Kingston, PA 18704*	N/A	N/A		12/29/2003	10	%
A-21	Morningside of Greenwood 116 Enterprise Court Greenwood, SC 29649	2006	$	1,322,836	06/03/2005	9	%
A-22	Montevista at Coronado 1575 Belvidere Street El Paso, TX 79912	2005	$	8,149,609	01/11/2002	10	%

“*” indicates New Seasons Property

A-23	Dominion Village at Poquoson 531 Wythe Creek Road Poquoson, VA 23662	2005	$	1,359,832	5/30/2003	10	%
A-24	Morningside in the West End 3000 Skipwith Road Richmond, VA 23294	2006	$	3,792,363	11/19/2004	9	%
A-25	Worland Healthcare & Rehabilitation Center 1901 Howell Avenue Worland, WY 82401	2005	$	3,756,035	12/31/2001	10	%
A-26	Brandon Woods at Alvamar 1501 Inverness Drive, Lawrence, KS 66047	2010	N/A		10/01/2009	8.75	%