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

Exhibit 10.2

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