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

Exhibit 10.1

EIGHTEENTH AMENDMENT TO

AMENDED AND RESTATED MASTER LEASE AGREEMENT

(LEASE NO. 1)

THIS EIGHTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 1) (this “Amendment”) is made and entered into as of May 22, 2019, 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. 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, that certain Fifth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of May 1, 2011, that certain Partial Termination of and Sixth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of June 1, 2011, that certain Seventh Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of June 20, 2011, that certain Eighth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of August 31, 2012, that certain Partial Termination of and Ninth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of August 1, 2013, that certain Partial Termination of and Tenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of January 22, 2014, that certain Partial Termination of and Eleventh Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of October 1, 2014, that certain Partial Termination of and Twelfth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of October 31, 2014, that certain Partial Termination of and Thirteenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of February 17, 2015, that certain Partial Termination of and Fourteenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of August 1, 2015, that certain Partial Termination of and Fifteenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of December 29, 2015, that certain Partial Termination of and Sixteenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of June 1, 2018, and that certain Partial Termination of and Seventeenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of May 1, 2019 (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, Amended Lease No. 1 was further modified by that certain Transaction Agreement, dated as of April 1, 2019, between Five Star Senior Living Inc., on behalf of itself and certain of its subsidiaries, and Senior Housing Properties Trust, on behalf of itself and certain of its subsidiaries (the “Transaction Agreement”); and

WHEREAS, pursuant to the Transaction Agreement, as of April 1, 2019, SNH/LTA Properties GA LLC acquired from Five Star Quality Care-OBX Owner, LLC, an affiliate of Tenant, certain vacant land (the “Adjacent Property”) adjacent to the Property known as Crimson Pointe and located at 0000 Xxxxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx (the “Crimson Pointe Property”) and the Adjacent Property became a part of the Crimson Pointe Property; and

WHEREAS, Landlord and Tenant wish to amend Amended Lease No. 1 to reflect the acquisition of the Adjacent 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 April 1, 2019, Amended Lease No. 1 is hereby amended as follows:

1.Exhibit A. Exhibit A to Amended Lease No. 1 is amended by deleting Exhibit A-61 therefrom in its entirety and replacing it with Exhibit A-61 attached hereto.

2.Ratification. As amended hereby, Amended Lease No. 1 is hereby 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
SPTMNR PROPERTIES TRUST
SNH/LTA PROPERTIES TRUST
SPTIHS PROPERTIES TRUST
SNH CHS PROPERTIES TRUST
SNH/LTA PROPERTIES GA LLC
SNH/LTA XX XXXXXX LLC
MSD POOL 1 LLC
MSD POOL 2 LLC
SNH RMI FOX RIDGE MANOR PROPERTIES LLC
SNH RMI JEFFERSON MANOR PROPERTIES LLC
SNH RMI XXXXX MANOR PROPERTIES LLC
SNH RMI NORTHWOOD MANOR PROPERTIES LLC
SNH RMI OAK XXXXX MANOR PROPERTIES LLC
SNH RMI PARK SQUARE MANOR PROPERTIES LLC
SNH RMI XXXXX FARMS MANOR PROPERTIES LLC and
SNH RMI SYCAMORE MANOR PROPERTIES LLC
By:	/s/ Xxxxxxxx X. Xxxxxxx
	Xxxxxxxx X. Xxxxxxx
	President and Chief Operating Officer of each
	of the foregoing entities

[Signature Page: Eighteenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1)]

TENANT:
FIVE STAR QUALITY CARE TRUST
MORNINGSIDE OF KNOXVILLE, LLC
MORNINGSIDE OF FRANKLIN, LLC
FVE XX XXXXXX LLC
FIVE STAR QUALITY CARE-RMI, LLC
By:	/s/ Xxxxxxxxx X. Xxxxxx
	Xxxxxxxxx X. Xxxxxx
	President and Chief Executive Officer of each
	of the foregoing entities
MORNINGSIDE OF MACON, LLC
MORNINGSIDE OF SENECA, L.P.
MORNINGSIDE OF HOPKINSVILLE, LIMITED PARTNERSHIP
By:	LIFETRUST AMERICA, INC.,
	a Tennessee corporation, its General
	Partner/Member (as applicable)
	By:	/s/ Xxxxxxxxx X. Xxxxxx
		Xxxxxxxxx X. Xxxxxx
		President and Chief Executive Officer
MORNINGSIDE OF BEAUFORT, LLC
MORNINGSIDE OF CAMDEN, LLC
MORNINGSIDE OF HARTSVILLE, LLC
MORNINGSIDE OF LEXINGTON, LLC
MORNINGSIDE OF ORANGEBURG, LLC
By:	MORNINGSIDE OF SOUTH CAROLINA,
	L.P., a Delaware limited partnership, its Sole Member
	By:	LIFETRUST AMERICA, INC.,
		a Tennessee corporation, its General Partner
		By:	/s/ Xxxxxxxxx X. Xxxxxx
			Xxxxxxxxx X. Xxxxxx
			President and Chief Executive Officer

[Signature Page: Eighteenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1)]

MORNINGSIDE OF CULLMAN, LLC
MORNINGSIDE OF MADISON, LLC
MORNINGSIDE OF SHEFFIELD, LLC
By:	MORNINGSIDE OF ALABAMA, L.P., a
	Delaware limited partnership, its Sole Member
	By:	LIFETRUST AMERICA, INC.,
		a Tennessee corporation, its General Partner
		By:	/s/ Xxxxxxxxx X. Xxxxxx
			Xxxxxxxxx X. Xxxxxx
			President and Chief Executive Officer
MORNINGSIDE OF BOWLING GREEN, LLC
MORNINGSIDE OF PADUCAH, LLC
By:	MORNINGSIDE OF KENTUCKY,
	LIMITED PARTNERSHIP, a Delaware
	limited partnership, its Sole Member
	By:	LIFETRUST AMERICA, INC.,
		a Tennessee corporation, its General Partner
		By:	/s/ Xxxxxxxxx X. Xxxxxx
			Xxxxxxxxx X. Xxxxxx
			President and Chief Executive Officer

[Signature Page: Eighteenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1)]

MORNINGSIDE OF XXXXXXX, LLC
MORNINGSIDE OF GAINESVILLE, LLC
By:	MORNINGSIDE OF GEORGIA, L.P., a
	Delaware limited partnership, its Sole Member
	By:	LIFETRUST AMERICA, INC.,
		a Tennessee corporation, its General Partner
		By:	/s/ Xxxxxxxxx X. Xxxxxx
			Xxxxxxxxx X. Xxxxxx
			President and Chief Executive Officer
MORNINGSIDE OF CLEVELAND, LLC
MORNINGSIDE OF COOKEVILLE, LLC
MORNINGSIDE OF XXXXXXX, LLC
By:	MORNINGSIDE OF TENNESSEE, LLC, a
	Delaware limited liability company, its Sole Member
		By:	/s/ Xxxxxxxxx X. Xxxxxx
			Xxxxxxxxx X. Xxxxxx
			President and Chief Executive Officer

[Signature Page: Eighteenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1)]

EXHIBIT X-00

Xxxxxxx Xxxxxx

0000 Xxxxxxx Ridge Drive

Fox Xxxxx Xxxx

Rockford, Illinois

LEGAL DESCRIPTION