8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): November 4, 2005 (October 31, 2005)

FIVE STAR QUALITY CARE, INC.

(Exact Name of Registrant as Specified in Its Charter)

            Maryland       

(State or other jurisdiction

of incorporation)

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

400 Centre Street, Newton, Massachusetts
(Address of Principal Executive Office)           02458          
(Zip code)

Registrant’s telephone number, including area code: (617) 796-8387

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))

- 1 -

Item 1.01.	Entry into a Material Definitive Agreement.
Item 2.01.	Completion of Acquisition or Disposition of Assets.

On October 31, 2005, we entered into a sale-leaseback transaction with Senior Housing Properties Trust, or Senior Housing, whereby we sold the six assisted living communities that we recently acquired in June 2005 from Gordon Health Ventures, LLC, or Gordon, to Senior Housing for $56.7 million and Senior Housing leased these communities back to us for initial rent of approximately $5.2 million per annum. During the quarter ended September 30, 2005, we recognized an impairment loss of $2.3 million, to reduce the carrying value of these communities to the amount realized upon their sale to Senior Housing. The purchase price paid to us by Senior Housing is the same purchase price we paid to the seller of the Gordon communities. The impairment loss which we recognized relates principally to transaction costs which we previously capitalized. Beginning in 2007, we may be required to pay additional rent calculated as a percentage of revenue increases at the leased communities. In connection with this sale-leaseback transaction, we amended one of our existing leases with Senior Housing to add all of the properties subject to the sale-leaseback transaction. We also amended certain documents securing our obligations under the lease in order to account for the additional properties subject to the sale-leaseback transaction. Please see our Annual Report on Form 10-K for the year ended December 31, 2004 for a description of the material terms of the lease and the security documents relating to the lease, which remain unchanged by the amendments discussed above except for changes to reflect the additional properties subject to the sale-leaseback transaction.

We were a subsidiary of Senior Housing prior to its spin-off in 2001, and Senior Housing owns and is the landlord of 137 of our 155 communities. We have material relationships with Senior Housing that are more fully described in paragraphs one through five of the section titled “Certain Relationships and Related Transactions” of our Definitive Proxy Statement for our annual meeting of shareholders held May 11, 2005, as filed with the Securities and Exchange Commission, or the SEC, and the section titled “Related Party Transactions” of Item 2 of our Quarterly Reports on Form 10-Q filed with the SEC for the quarters ended March 31, 2005 and June 30, 2005, which parts of such filings we collectively incorporate by reference into these Items 1.01 and 2.01.

Item 1.02. Termination of a Material Definitive Agreement.

In connection with the sale-leaseback transaction described above, we and Senior Housing terminated the $43.5 million line of credit that Senior Housing had previously provided to us pursuant to a Promissory Note and a Loan Agreement, both dated June 3, 2005. This line of credit was secured by mortgages on the six Gordon communities, and our obligations under the line of credit were guaranteed by certain of our subsidiaries who were also party to the Loan Agreement. The line of credit had an interest rate of 9% per annum, and no principal payment on the line of credit was due until maturity, which was June 30, 2007. Our material relationships with Senior Housing are more fully described in the parts of the SEC filings described above, which we collectively incorporate by reference into this Item 1.02.

- 2 -

Item8.01. Other Events.

On October 31, 2005, we reached an agreement with Sunrise Senior Living Services, Inc., or Sunrise, to accelerate the effective termination date of 12 long term management agreements for communities that Sunrise manages for us from the previously announced date of December 29, 2005 to November 1, 2005. These communities are located in Arizona (one community), California (two communities), Delaware (one community), Florida (two communities), Kansas (one community), Kentucky (three communities), Massachusetts (one community) and New Mexico (one community). As a result of this termination, we now manage the communities. Sunrise continues to manage 18 other communities for us, subject to long term management agreements. As part of the termination, we paid Sunrise approximately $82.0 million in termination fees and in management fees which would otherwise have been due to Sunrise through December 29, 2005. We recorded these fees as expenses in our income statement for the quarter ended September 30, 2005. We funded these fees with the proceeds of the sale-leaseback transaction with Senior Housing described above and cash on hand. The terms of our management agreements with Sunrise are more fully described in the section titled “Item 2. Properties – Sunrise Senior Living Services, Inc. Management Agreements” in our Annual Report on Form 10-K for the year ended December 31, 2004, which part of such filing we incorporate by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1. Purchase and Sale Agreement, dated as of October 31, 2005, by and among SNH/LTA Properties Trust, as Purchaser, and Five Star Quality Care-GHV, LLC and Five Star Quality Care-MVSP, LLC, as Sellers.

10.2. Third Amendment to Second Amended and Restated Lease Agreement, dated as of October 31, 2005, by and among 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, as Landlord, and Five Star Quality Care Trust, as Tenant. 

10.3. Confirmation of Guarantees and Confirmation and Amendment of Other Incidental Documents, dated as of October 31, 2005, by and among Five Star Quality Care, Inc., certain affiliates of Five Star Quality Care, Inc. and certain affiliates of Senior Housing.

- 3 -

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/ Bruce J. Mackey Jr.

Name: Bruce J. Mackey Jr.

Title: Treasurer and Chief Financial Officer

Date: November 4, 2005

- 4 -

EX-10.1

EXHIBIT 10.1

PURCHASE AND SALE AGREEMENT

BY AND AMONG

SNH/LTA PROPERTIES TRUST

AS PURCHASER,

and

FIVE STAR QUALITY CARE-GHV, LLC and

FIVE STAR QUALITY CARE-MVSP, LLC

AS SELLERS

___________________________

October 31, 2005

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of October 31, 2005, by and among SNH/LTA PROPERTIES TRUST, a Maryland real estate investment trust, as purchaser (“Purchaser”), and FIVE STAR QUALITY CARE-GHV, LLC, a Maryland limited liability company, and FIVE STAR QUALITY CARE-MVSP, LLC, a Maryland limited liability company, as sellers (each, a “Seller” and, collectively, the “Sellers”).

WITNESSETH:

WHEREAS, each Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1) of such Seller as more fully set forth herein; and

WHEREAS, the Purchaser desires to purchase all of the Properties from the Sellers, and the Sellers are willing to sell all of the Properties to the Purchaser, subject to and upon the terms and conditions hereof;

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, each Seller and the Purchaser hereby agree as follows:

SECTION IDEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1“Agreement” shall mean this Purchase and Sale Agreement, together with all of the Exhibits and Schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3“Closing” shall have the meaning given such term in Section 2.2.

1.4“Closing Date” shall have the meaning given such term in Section 2.2.

1.5“Contracts” shall mean, with respect to any Property, collectively, all contracts and agreements to which the Seller is a party (or which otherwise relate to any Property) relating to the ownership (as opposed to the operation) of such Property; provided, however, in no event shall the Contracts include any Resident Agreements.

1.6“Facility” shall mean, with respect to any Property, the assisted living facility and/or Alzheimer’s care facility currently being operated on such Property.

1.7“Five Star” shall mean Five Star Quality Care, Inc., a Maryland corporation, together with its permitted successors and assigns.

1.8“Furnishings, Fixtures and Equipment” shall mean, with respect to any Property, collectively, all furniture, artwork, furnishings, fixtures and equipment owned by the Seller of such Property.

1.9“Improvements” shall mean, with respect to any Property, the existing buildings, fixtures and other improvements situated on, or affixed to, the Land with respect to such Property.

1.10“Intangible Property” shall mean, with respect to any Property, collectively, the Contracts, Warranties and transferable licenses relating to the ownership (as opposed to the operation) of such Property.

1.11“Land” shall mean the parcel or parcels of land described in Exhibits A-1-A-6, together with easements, rights of way, licenses and appurtenances which the Sellers may now own or hereafter acquire with respect thereto.

1.12“Lease” shall mean that certain Second Amended and Restated Lease Agreement, dated as of November 19, 2004, as the same may be amended, restated, supplemented or otherwise modified from time to time.

1.13“Lease Amendment” shall mean that certain Third Amendment to Second Amended and Restated Lease Agreement, substantially in the form attached hereto as Exhibit B.

1.14“Operating Agreements” shall mean those operating and/or management agreements identified on Exhibit C attached hereto.

1.15“Other Property” shall mean, with respect to any Property, the Furnishings, Fixtures and Equipment and Intangible Property with respect to such Property, if any.

1.16“Permitted Exceptions” shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; and (b) the liens, encumbrances and other matters identified on Exhibit D attached hereto.

1.17“Property” shall mean, collectively, the Land, the Improvements and the Other Property.

1.18“Purchase Price” shall have the meaning given such term in Section 2.3.

1.19“Purchaser” shall have the meaning given such term in the preambles to this Agreement, together with its permitted successors and assigns.

1.20“Resident Agreements” shall mean, with respect to any Property, all resident agreements and other agreements or arrangements for the use or occupancy of any units, beds or other facilities provided, meals served, goods sold or services provided, in each case, on or at such Property, or any portion thereof, or in connection with the operation of the Facility located on such Property.

1.21“Sellers” shall have the meaning given such term in the preambles to this Agreement, together with their permitted successors and assigns.

1.22“Title Company” shall mean Lawyers Title Insurance Corporation.

1.23“Warranties” shall mean, with respect to any Property, collectively, all assignable warranties or guaranties, if any, presently in effect from contractors, suppliers or manufacturers of Furnishings, Fixtures and Equipment installed in, or used in connection with, any of the Improvements with respect to such Property.

SECTION II PURCHASE AND SALE; CLOSING

2.1Purchase and Sale. In consideration of the payment of the Purchase Price by the Purchaser to the Sellers and for other good and valuable consideration, the Sellers hereby agree to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Sellers, the Properties for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2Closing. The purchase and sale of the Properties shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Sellers and the Purchaser may agree, at 10:00 a.m., local time, on November 1, 2005 (the “Closing Date”).

2.3Purchase Price.

(a)The purchase price to be paid for the Properties (the “Purchase Price”) shall be Fifty-Eight Million Dollars ($58,000,000). The Purchase Price shall be paid by the Purchaser to or at the direction of the Sellers at the Closing.

(b)The Purchase Price shall be payable in immediately available federal funds by wire transfer to an account or accounts to be designated by the Sellers.

SECTION IIICONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE

The obligation of the Purchaser to acquire the Properties shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

3.1Closing Documents. Each Seller shall have delivered to the Purchaser the following with respect to its Property:

(a)A good and sufficient deed with covenants against grantor’s acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than Permitted Encumbrances.

(b)A bill of sale and assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption of all of such Seller’s right, title and interest in,

to and under the Intangible Property, and any of such Seller’s Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment);

(c)To the extent the same are in any Seller’s possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property;

(d)The Lease Amendment;

(e)An affidavit dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and

(f)A parties in possession affidavit, mechanic’s lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as the Purchaser or the Title Company may reasonably require.

3.2Termination of Operating Agreements. Five Star, or its applicable subsidiaries, shall have terminated the Operating Agreements.

3.3Representations. All representations and warranties of the Sellers herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Sellers shall have performed all covenants and obligations required to be performed by the Sellers on or before the Closing Date.

SECTION IV CONDITIONS TO SELLERS’ OBLIGATION TO CLOSE

The obligation of the Sellers to convey the Properties to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1Purchase Price. The Purchaser shall have delivered to the Sellers the Purchase Price payable hereunder.

4.2Closing Documents. The Purchaser shall have delivered to the Sellers duly executed and acknowledged counterparts of the documents described in Section 3.1, where applicable.

4.3Termination of Operating Agreements. Five Star, or its applicable subsidiaries, shall have terminated the Operating Agreements.

4.4Representations. All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION V REPRESENTATIONS AND WARRANTIES OF SELLER

5.1Sellers’ Representations. To induce the Purchaser to enter into this Agreement, each Seller represents and warrants to the Purchaser as follows:

(a)Status and Authority of the Sellers, Etc. Each Seller is duly organized, validly existing and in good standing under the laws of the State of Maryland, and has all requisite power and authority under the laws of such state and its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

(b)Action of the Sellers, Etc. Each Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by such Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of such Seller, enforceable against such Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

(c)No Violations of Agreements. Neither the execution, delivery or performance of this Agreement by any of the Sellers, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any of the Properties pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which any of the Sellers is bound.

(d)Litigation. Except as set forth on Schedule 5.1(d) attached hereto, no investigation, action or proceeding is pending and, to the Sellers’ knowledge, no action or proceeding is threatened and no investigation looking toward such an action or proceeding has begun, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, (ii) will result in any material adverse change in the business, operation, affairs or condition of any of the Properties, (iii) will result in or subject any of the Properties to a material liability, or (iv) involves condemnation or eminent domain proceedings against any part of the Properties.

(e)Existing Debt, Etc. No Seller has entered into any contract or agreement with respect to the financing of any of the Properties which will be binding on the Purchaser after the Closing.

(f)Utilities, Etc. To the Sellers’ knowledge, all utilities and services necessary for the use and operation of the Properties (including, without limitation, road access, gas, water, electricity and telephone) are available thereto. To the Sellers’ knowledge, no fact, condition or proceeding exists which would result in the termination or impairment of the furnishing of such utilities to any of the Properties.

(g)Compliance With Law. To the Sellers’ knowledge, (i) none of the Properties violates in any material respect any material federal, state, municipal and other governmental statutes, ordinances, by-laws, rules, regulations or any other legal requirements, including, without limitation, those relating to construction, occupancy, zoning, adequacy of parking, environmental protection, occupational health and safety and fire safety applicable thereto; and (ii) there are presently in effect all material licenses, permits and other authorizations necessary for the current use, occupancy and operation thereof. None of the Sellers has received written notice of any threatened request, application, proceeding, plan or study which would materially adversely affect the present use or zoning of any of the Properties or which would modify or realign any adjacent street or highway.

(h)Taxes. To the Sellers’ knowledge, other than the amounts disclosed by tax bills, no taxes or special assessments of any kind (special, bond or otherwise) are or have been levied with respect to any of the Properties, or any portion thereof, which are outstanding or unpaid, other than amounts not yet due and payable or, if due and payable, not yet delinquent, and, to

the Sellers’ knowledge, no such levies are pending or threatened.

(i)Hazardous Substances. To the Sellers’ knowledge, none of the Sellers nor any tenant or other occupant or user of any of the Properties, or any portion thereof, has stored or disposed of (or engaged in the business of storing or disposing of) or has released or caused the release of any hazardous waste, contaminants, oil, radioactive or other material on the any of the Properties, or any portion thereof, in violation of any applicable Federal, state or local statutes, laws, ordinances, rules or regulations, and, to the Sellers’ knowledge, except as so disclosed to the Purchaser, the Properties are free from any such hazardous waste, contaminants, oil, radioactive and other materials, except any such materials maintained in accordance with applicable law.

(j)Not a Foreign Person. None of the Sellers is a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

5.2Survival of Sellers’ Representations. The representations and warranties made in this Agreement by each of the Sellers shall be continuing and shall be deemed remade by each of the Sellers as of the Closing Date, with the same force and effect as if made on, and as of, such date, subject to the Sellers right to update such representations and warranties by written notice to the Purchaser. All representations and warranties made in this Agreement by the Sellers shall survive the Closing for a period of one (1) year.

SECTION VI REPRESENTATIONS AND WARRANTIES OF PURCHASER

6.1Representations of Purchaser. To induce the Sellers to enter in this Agreement, the Purchaser represents and warrants to the Sellers as follows:

(a)Status and Authority of the Purchaser. The Purchaser is duly organized and validly existing under the laws of the State of Maryland and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

(b)Action of the Purchaser. The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and

delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

(c)No Violations of Agreements. Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

(d)Litigation. No investigation, action or proceeding is pending and, to the Purchaser’s knowledge, no action or proceeding is threatened and no investigation looking toward such an action or proceeding has begun, which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

6.2Survival, Etc. The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date. All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of one (1) year.

SECTION VII APPORTIONMENTS

7.1Apportionments. There shall be no apportionments of any items of income or expense with respect to the Properties on the Closing Date, it being acknowledged and agreed that the Sellers shall be responsible for the payment of all such items as the owner of the Properties prior to the Closing Date and as the tenant under the Lease after the Closing Date.

7.2Closing Costs. The Sellers shall pay all costs incurred in connection with the transactions contemplated by this Agreement (including, without limitation, all title and survey charges, transfer taxes, recording fees and attorney and consultant fees).

SECTION VIIIDEFAULT

8.1Default by any Seller. If any of the Sellers shall have made any representation or warranty herein which shall be untrue or misleading in any material respect, or if any of the Sellers shall fail to perform any of the material covenants and agreements contained herein to be performed by any of the Sellers, the Purchaser shall have all remedies available to it in law or in equity.

8.2Default by the Purchaser. If the Purchaser shall have made any representation or warranty herein which shall be untrue or misleading in any material respect, or if the Purchaser shall fail to perform any of the covenants and agreements contained herein to be performed by it, the Sellers shall have all remedies available to them in law or in equity.

SECTION IXMISCELLANEOUS

9.1Brokers. Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby. Each party shall indemnify and hold harmless each other party and their respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including, reasonable attorneys’ fees, arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.

9.2Publicity. The parties agree that, except as required by applicable law (including, without limitation, the rules and regulations of the American Stock Exchange, the New York Stock Exchange or the Securities and Exchange Commission), no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld. None of the Sellers shall trade in the securities of the Purchaser until a public announcement of the transactions contemplated by this Agreement has been made. No party shall record this Agreement or any notice thereof. Notwithstanding to the contrary contained herein, the Purchaser may withhold its

consent in its sole and absolute discretion to any mention of its name in any public release or announcement.

9.3Financials. The Sellers shall provide the Purchaser with access to the books and records of the Sellers for the purpose of preparing audited financial statements for the Properties with respect to the 2002, 2003, 2004 calendar years and stub 2005 period, such financial statements to be prepared at the Purchaser’s sole cost and expense. The Sellers shall provide the Purchaser and its accountants with such certifications with respect to such financials as they shall from time to time reasonably require. The provisions of this Section 9.3 shall survive the Closing hereunder.

9.4Notices.

(a)Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement may be given by the attorneys of the parties and shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with electronic confirmation of receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c) All such notices shall be addressed,

if to any of the Sellers, to:

Five Star Quality Care, Inc.

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. Evrett W. Benton

Telecopier No. (617) 796-8385

If to the Purchaser, to:

Senior Housing Properties Trust

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. David J. Hegarty

Telecopier No. (617) 796-8349

(d)By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

9.5Waivers, Etc. Any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof. This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

9.6Assignment; Successors and Assigns. This Agreement and all rights and obligations hereunder shall not be assignable (i) by any Seller without the written consent of the Purchaser; or (ii) with respect to any Property, by the Purchaser without the written consent of the Seller of such Property hereunder, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any entity wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement is not intended and shall not be construed to create

any rights in or to be enforceable in any part by any other persons.

9.7Severability. If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

9.8Counterparts, Etc. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

9.9Performance on Business Days. In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

9.10Attorneys Fees. Notwithstanding anything contained herein to the contrary, if any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

9.11Section and Other Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

9.12Time of Essence. Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

9.13Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of The Commonwealth of Massachusetts and the parties hereby consent to the jurisdiction of the courts of The Commonwealth of Massachusetts with respect to any disagreement as between the parties hereto.

9.14Waiver of Trial by Jury. To the extent permitted by applicable law, the parties hereby waive any right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

9.15NON-LIABILITY OF TRUSTEES. THE DECLARATION OF TRUST OF THE PURCHASER, A COPY OF WHICH IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAME “SNH/LTA PROPERTIES TRUST” REFERS TO THE TRUSTEES UNDER SUCH DECLARATION OF TRUST COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF THE PURCHASER SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE PURCHASER. ALL PERSONS DEALING WITH THE PURCHASER, IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF THE PURCHASER FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLERS:

FIVE STAR QUALITY CARE-GHV, LLC and

FIVE STAR QUALITY CARE-MVSP, LLC

By: /s/ Bruce J. Mackey Jr.

Bruce J. Mackey Jr.

Treasurer, Chief Financial Officer and Assistant Secretary of each of the foregoing entities

PURCHASER:

SNH/LTA PROPERTIES TRUST

By: /s/ John R. Hoadley

John R. Hoadley

Treasurer

Schedule 5.1(d)

Litigation

1. Civil Action No. 05-4759 filed by Joan Dittman, Executrix of the Estate of Barbara M. Treger, against Gordon Health Ventures, Inc. et al.

2. Civil Action No. 2005-22502 filed by Ronald H. Welsh, as Administrator of the Estate of His Mother, Jean L. McCaffrey, against Gordon Health Ventures, Inc. et al.

[The following exhibits have been omitted and will be supplementally

furnished to the Securities and Exchange Commission upon request.]

Exhibits A-1-A-6	The Land
Exhibit B	Form of Lease Amendment
Exhibit C	Operating Agreements
Exhibit D	Permitted Encumbrances

EX-10.2

Exhibit 10.2

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LEASE AGREEMENT

THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LEASE AGREEMENT (this “Amendment”) is made and entered into as of October 31, 2005 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”).

WITNESSETH:

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 and that certain Second Amendment to Second Amended and Restated Lease Agreement dated as of June 3, 2005 (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, SNH/LTA Properties Trust has acquired certain real property and related improvements located on land in Allegheny County and Beaver County, Pennsylvania, as more particularly described on Exhibits A-83 through A-88 attached hereto (collectively, the “Third Amendment Property”); and

WHEREAS, SNH/LTA Properties Trust, the other entities comprising Landlord and Tenant wish to amend the Consolidated Lease to include the Third Amendment 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 as follows:

1.Effective as of the date hereof, Exhibits A-83 through A-88 are hereby inserted into the Consolidated Lease as Exhibits A-83 through A-88.

2.Effective as of the date hereof, the definition of “Additional Properties” set forth in Section 1.2 of the Consolidated Lease is hereby amended by deleting the existing definition and replacing it with the following definition:

“Additional Properties” shall mean, collectively, (i) the Properties described in Exhibits A-30 and A-68 through A-88 hereof, and (ii) the LTA GMAC Leased Property.

3.The definition of “Existing Properties” set forth in Section 1.33 of the Consolidated Lease is hereby amended by deleting the existing definition and replacing it with the following definition:

“Existing Properties” shall mean the Properties described in Exhibits A-1 through A-29 and A-31 through A-67 hereof.

4.Effective as of the date hereof, the definition of “Minimum Rent” set forth in Section 1.69 of the Consolidated Lease is hereby amended by deleting the existing definition and replacing it with the following definition:

“Minimum Rent” shall mean the sum of Thirty-One Million Nine Hundred One Thousand Six Hundred Fifty-Two Dollars ($31,901,652) per annum.

5.Effective as of the date hereof, 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-88, attached hereto and made a part hereof (the “Land”);

6.Section 12.1(m) of the Consolidated Lease is hereby amended by deleting it in its entirety and inserting the words “[INTENTIONALLY DELETED]” in its place.

7.Effective as of the date hereof, Tenant shall pay all Additional Rent and Additional Charges related to the Third Amendment Property (which constitute Additional Property) in accordance with the provisions of the Consolidated Lease.

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

[Signature Page Follows.]

- 2 -

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-83	FRANCISCAN MANOR PROPERTY
EXHIBIT A-84	MOUNT VERNON OF ELIZABETH PROPERTY
EXHIBIT A-85	MOUNT VERNON OF SOUTH PARK PROPERTY
EXHIBIT A-86	OVERLOOK GREEN PROPERTY
EXHIBIT A-87	RIDGEPOINTE PROPERTY
EXHIBIT A-88	ROLLING HILLS MANOR PROPERTY

EX-10.3

EXHIBIT 10.3

CONFIRMATION OF GUARANTEES AND CONFIRMATION

AND AMENDMENT OF OTHER INCIDENTAL DOCUMENTS

THIS CONFIRMATION OF GUARANTEES AND CONFIRMATION AND AMENDMENT OF OTHER INCIDENTAL DOCUMENTS (this “Confirmation”) is made as of October 31, 2005 by FIVE STAR QUALITY CARE, INC., a Maryland corporation(the “Guarantor”), FIVE STAR QUALITY CARE TRUST, a Maryland business trust (the “Tenant”), FSQ, INC., a Delaware corporation (the “Tenant Pledgor”), each of the parties identified on the signature page hereof as a subtenant pledgor (collectively, the “Subtenant Pledgors”) and each of the parties identified on the signature page hereof as a subtenant (collectively, the “Subtenants”) for the benefit of each of the parties identified on the signature page hereof as a landlord (collectively, the “Landlords”).

WITNESSETH :

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 and that certain Second Amendment to Second Amended and Restated Lease dated as of June 3, 2005 (as so amended, the “Consolidated Lease”), the Landlords lease to the Tenant, and the Tenant leases from the Landlords, certain property, all as more particularly described in the Consolidated Lease; and

WHEREAS, the payment and performance obligations of the Tenant with respect to the Consolidated Lease are guaranteed by those certain Guaranty Agreements described on Exhibit A attached hereto (collectively, the “Guarantees”); and

WHEREAS, the payment and performance obligations of the Tenant with respect to the Consolidated Lease are further secured by the other Incidental Documents (this and other capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Consolidated Lease); and

WHEREAS, pursuant to a Third Amendment to Second Amended and Restated Lease Agreement, dated as of the date hereof (the “Third Amendment”), the Consolidated Lease is being amended to add certain properties, as more particularly described in the Third Amendment;

WHEREAS, the Tenant intends to enter into a sublease (the “Sublease”) with Five Star Quality Care-GHV, LLC, a Maryland

limited liability company (“FVE-GHV”) to sublease the properties being added to the Consolidated Lease pursuant to the Third Amendment to FVE-GHV;

WHEREAS, in connection with, and as a condition precedent to, the execution of the Third Amendment by the Landlords, the Landlords have required that the parties hereto confirm that the Guarantees and the other Incidental Documents remain in full force and effect and apply to the Consolidated Lease as amended by the Third Amendment; and

WHEREAS, in connection with the execution of the Third Amendment and the Sublease, the parties hereto wish to amend certain of the Incidental Documents, including (i) the Security Agreement, dated as of December 31, 2001, by and among certain of the Subtenants and certain of the Landlords, as amended and confirmed from time to time (the “Subtenant Security Agreement”); (ii) the Security Agreement, dated as of December 31, 2001, by and among the Tenant and certain of the Landlords, as amended and confirmed from time to time (the “Tenant Security Agreement”); and (iii) the Second Amended and Restated Pledge of Stock and Membership Interests Agreement, dated as of May 6, 2005, made by the Subtenant Pledgors for the benefit of the Landlords, as amended and confirmed from time to time (the “Subtenant Pledge Agreement”), all subject to and upon the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Joinder by FVE-GHV. FVE-GHV hereby joins in the Subtenant Security Agreement as if it had originally executed and delivered the Subtenant Security Agreement as a “Subtenant” thereunder. FVE-GHV hereby joins in the Subtenant Guaranty (as defined in Exhibit A hereof) as if it had originally executed and delivered the Subtenant Guaranty as a “Subtenant” thereunder.

2.Amendment of Subtenant Security Agreement. The Subtenant Security Agreement is hereby amended by: (i) inserting the following at the end of Exhibit A attached thereto:

31.Sublease Agreement, dated October 31, 2005, by and between Five Star Quality Care Trust, a Maryland business trust, and Five Star Quality Care-GHV, LLC, a Maryland limited liability company.

(ii) inserting the following at the end of Schedule 1 attached thereto:

Five Star Quality Care-GHV, LLC, a Maryland limited liability company No:_______________ 400 Centre Street Newton, MA 02458 None.

and (iii) inserting the following in the appropriate order on Schedule 2 attached thereto:

PENNSYLVANIA:	FRANCISCAN MANOR 71 Darlington Road Beaver Falls, PA 15010	Five Star Quality Care-GHV, LLC
	MOUNT VERNON OF ELIZABETH 145 Broadlawn Drive Elizabeth, PA 15037	Five Star Quality Care-GHV, LLC
	MOUNT VERNON OF SOUTH PARK 1400 Riggs Road South Park, PA 15129	Five Star Quality Care-GHV, LLC
	OVERLOOK GREEN 5250 Meadowgreen Drive Pittsburgh, PA 15236	Five Star Quality Care-GHV, LLC
	RIDGEPOINTE 5301 Brownsville Road Pittsburgh, PA 15236	Five Star Quality Care-GHV, LLC
	ROLLING HILLS MANOR 600 Newport Drive Baldwin, PA 15234	Five Star Quality Care-GHV, LLC

3.Amendment of Tenant Security Agreement. The Tenant Security Agreement is hereby amended by inserting the following in the appropriate order on Schedule 2 attached thereto:

PENNSYLVANIA:

FRANCISCAN MANOR

71 Darlington Road

Beaver Falls, PA 15010

MOUNT VERNON OF ELIZABETH

145 Broadlawn Drive

Elizabeth, PA 15037

MOUNT VERNON OF SOUTH PARK

1400 Riggs Road

South Park, PA 15129

OVERLOOK GREEN

5250 Meadowgreen Drive

Pittsburgh, PA 15236

RIDGEPOINTE

5301 Brownsville Road

Pittsburgh, PA 15236

ROLLING HILLS MANOR

600 Newport Drive

Baldwin, PA 15234

4.Amendment of Subtenant Pledge Agreement. The Subtenant Pledge Agreement is hereby amended by (i) inserting the following at the end of Exhibit A attached thereto:

35.Sublease Agreement, dated October 31, 2005, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-GHV, LLC, a Maryland limited liability company, as subtenant.

and (ii) inserting the following at the end of Exhibit B attached thereto:

33. Five Star Quality Care-GHV, LLC.

5.Confirmation of Guarantees. Each of the parties to the Guarantees hereby confirms that all references in the Guarantees to the “Master Lease” or the “Lease” shall refer to the Consolidated Lease as amended by the Third Amendment and the Guarantees are hereby ratified and confirmed in all respects.

6.Confirmation of Other Incidental Documents. Each of the parties to the Incidental Documents (other than the Guarantees) hereby confirms that all references in such Incidental Documents to the “Master Lease”, the “Lease” or the “Second Amended Lease” shall refer to the Consolidated Lease as amended by the Third Amendment and that such Incidental Documents, as amended by this Confirmation, are hereby ratified and confirmed in all respects.

7.No Impairment, Etc. The obligations, covenants, agreements and duties of the guarantors under the Guarantees shall not be impaired in any manner by the execution and delivery of the Third Amendment, the Guarantees, the other Incidental Documents, or any amendments, changes or modifications thereof, and in no event shall any ratification or confirmation of such Guarantees or such other Incidental Documents, or the obligations, covenants, agreements and the duties of the guarantors thereunder or of the parties under the other Incidental Documents, including, without limitation, this Confirmation, be required in connection with any such amendment, change or modification.

[Signatures on following page.]

IN WITNESS WHEREOF, the parties hereto have caused this Confirmation to be duly executed, as a sealed instrument, as of the date first set forth above.

GUARANTOR:

FIVE STAR QUALITY CARE, INC.

By:     /s/ Bruce J. Mackey Jr.

Bruce J. Mackey Jr.

Treasurer, Chief Financial

Officer and Assistant Secretary

TENANT:

FIVE STAR QUALITY CARE TRUST

By:     /s/ Bruce J. Mackey Jr.

Bruce J. Mackey Jr.

Treasurer, Chief Financial

Officer and Assistant Secretary

TENANT PLEDGOR:

FSQ, INC.

By:     /s/ Bruce J. Mackey Jr.

Bruce J. Mackey Jr.

Treasurer, Chief Financial Officer

and Assistant Secretary

SUBTENANT PLEDGORS:

FSQ, INC., FIVE STAR QUALITY CARE
TRUST, FVEST. JOE, INC., FIVE STAR
QUALITY CARE-CA, INC., FIVE STAR
QUALITY CARE-CA II, INC., FIVE STAR
QUALITY CARE-CO, INC., THE HEARTLANDS
RETIREMENT COMMUNITY-ELLICOTT CITY I,
INC., FIVE STAR QUALITY CARE-GA, INC.,
FIVE STAR QUALITY CARE-IA, INC., FIVE
STAR QUALITY CARE-NE, INC., FIVE STAR
QUALITY CARE-WI, INC.andLIFETRUST
AMERICA, INC.

By:     /s/ Bruce J. Mackey Jr.

Bruce J. Mackey Jr.
Treasurer, Chief Financial Officer
and Assistant Secretary of each of
the foregoing entities

LIFETRUST PROPERTIES, L.L.C.

By:     LifeTrust America Inc.,

Its Sole Member

By:     /s/ Bruce J. Mackey Jr.

Bruce J. Mackey Jr.

Treasurer, Chief Financial Officer
and Assistant Secretary

SUBTENANTS:

FIVE STAR QUALITY CARE-AZ, LLC,
FIVE STAR QUALITY CARE-CA, LLC,
FIVE STAR QUALITY CARE-CA II, LLC,

FIVE STAR QUALITY CARE-COLORADO, LLC,

FIVE STAR QUALITY CARE-CT, LLC,
FIVE STAR QUALITY CARE-GA, LLC,
FIVE STAR QUALITY CARE-GHV, LLC,
FIVE STAR QUALITY CARE-IA, LLC,
FIVE STAR QUALITY CARE-KS, LLC,
FIVE STAR QUALITY CARE-MD, LLC,
FIVE STAR QUALITY CARE-MO, LLC,
FIVE STAR QUALITY CARE-NE, LLC,
FIVE STAR QUALITY CARE-NC, LLC
FIVE STAR QUALITY CARE-WI, LLC,
FIVE STAR QUALITY CARE-WY, LLC,
FIVE STAR QUALITY CARE-VA, LLC,
FIVE STAR QUALITY CARE-CA, INC.,
FIVE STAR QUALITY CARE-IA, INC.,

FIVE STAR QUALITY CARE-NE, INC.,

MORNINGSIDE OF GALLATIN, LLC, THE
HEARTLANDS RETIREMENT COMMUNITY -
ELLICOTT CITY I, INC. and

MORNINGSIDE OF BELMONT, LLC

By:     /s/ Bruce J. Mackey Jr.

Bruce J. Mackey Jr.

Treasurer, Chief Financial
Officer and Assistant Secretary
of each of the foregoing
entities

MORNINGSIDE OF ANDERSON, L.P.,
MORNINGSIDE OF ATHENS, LIMITED
PARTNERSHIP, MORNINGSIDE OF COLUMBUS,
L.P., MORNINGSIDE OF DALTON, LIMITED
PARTNERSHIP, MORNINGSIDE OF EVANS,
LIMITED PARTNERSHIP, MORNINGSIDE OF
GREENWOOD, L.P. and MORNINGSIDE OF
KENTUCKY, LIMITED PARTNERSHIP

By:     LifeTrust America, Inc.,

General Partner of each of the
foregoing entities

By:     /s/ Bruce J. Mackey Jr.

Bruce J. Mackey Jr.
Treasurer, Chief Financial
Officer and Assistant Secretary

MORNINGSIDE OF BELLGRADE, RICHMOND,
LLC, MORNINGSIDE OF CHARLOTTESVILLE,
LLC, MORNINGSIDE OF NEWPORT NEWS, LLC
and MORNINGSIDE OF SKIPWITH – RICHMOND,
LLC

By:     LifeTrust America, Inc.,

Member of each of the foregoing
entities

By:     /s/ Bruce J. Mackey Jr.

Bruce J. Mackey Jr.
Treasurer, Chief Financial
Officer and Assistant Secretary

LANDLORD:

HRES2 PROPERTIES TRUST,

SPTIHS PROPERTIES TRUST,

SPT-MICHIGAN TRUST,

SPTMNR PROPERTIES TRUST,

SNH CHS PROPERTIES TRUST,

ELLICOTT CITY LAND I, LLC,

ELLICOTT CITY LAND II, LLC,

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

EXHIBIT A

GUARANTEES

1. Guaranty Agreement, dated as of December 31, 2001, made by Guarantor in favor of HRES2 Properties Trust, SPTIHS Properties Trust, SPT-Michigan Trust and SPTMNR Properties Trust.

2. Guaranty Agreement, dated as of October 25, 2002, made by Guarantor in favor of SNH CHS Properties Trust.

3. Guaranty Agreement, dated as of October 25, 2002, made by certain of the Subtenants in favor of SNH CHS Properties Trust (the “Subtenant Guaranty”).

The Guarantees were confirmed pursuant to (i) that certain Confirmation of Guarantees and Security Documents, dated as of March 1, 2004, made by certain of the parties hereto; (ii) that certain Confirmation of Guarantees and Other Incidental Documents, dated as of June 23, 2004, made by certain of the parties hereto; (iii) that certain Confirmation of Guarantees and Other Incidental Documents, dated as of November 19, 2004, made by certain of the parties hereto; and (iv) that certain Confirmation of Guarantees and Confirmation and Amendment of Other Incidental Documents, dated as of June 3, 2005, made by certain of the parties hereto.