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

Exhibit 10.6

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

THIS PARTIAL TERMINATION OF AND SEVENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4) (this “Amendment”) is made and entered into as of September 17, 2019, by and among each of the parties identified on the signature page hereof as a landlord (collectively, “Landlord”) and each of the parties identified on the signature page hereof as a tenant (jointly and severally, “Tenant”).

W I T N E S S E T H:

WHEREAS, pursuant to 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, that certain Partial Termination of and Second Amendment to Amended and Restated Master Lease Agreement (Lease No. 4), dated as of May 1, 2011, that certain Third Amendment to Amended and Restated Master Lease Agreement (Lease No. 4), dated as of June 20, 2011, that certain Fourth Amendment to Amended and Restated Master Lease Agreement (Lease No. 4), dated as of August 31, 2012, that certain Fifth Amendment to Amended and Restated Master Lease Agreement (Lease No. 4), dated as of July 10, 2014 and that certain Sixth Amendment to Amended and Restated Master Lease Agreement (Lease No. 4), dated as of January 1, 2018 (as so amended, the “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 Lease), all as more particularly described in the Lease; and

WHEREAS, the Lease 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, simultaneously herewith, SPTIHS Properties Trust is selling the real property and related improvements known as the WestRidge Quality Care & Rehabilitation located at 000 Xxxxx Xxxxx, Xxxxxxxx, Xxxx, as more particularly described on Exhibit A-7 to the Lease (the “WestRidge Property”);

WHEREAS, in connection with the foregoing, SPTIHS Properties Trust and the other entities comprising Landlord and Five Star Quality Care Trust and the other entities comprising Tenant wish to amend the Lease to terminate the Lease with respect to the WestRidge 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, effective as of the date hereof, as follows:

1.    Partial Termination of Lease. The Lease is terminated with respect to the WestRidge Property and neither Landlord nor Tenant shall have any further rights or liabilities thereunder with respect to the WestRidge Property from and after the date hereof, except for those rights and liabilities which by their terms survive the termination of the Lease.

2.    Minimum Rent. The defined term “Minimum Rent” set forth in Section 1.68 of the Lease is hereby reduced by the sum of Twelve Thousand One Hundred Sixty-Three and 91/100 Dollars ($12,163.91) per month in accordance with Section 2.1(1)(b) of the Transaction Agreement.

8.    Schedule 1. Schedule 1 to the Lease is deleted in its entirety and replaced with Schedule 1 attached hereto.

9.    Exhibit A. Exhibit A to the Lease is amended by deleting Exhibit A-7 attached thereto in its entirety and replacing it with “Intentionally Deleted”.

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

[Remainder of page intentionally left blank; Signature page follows]

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

LANDLORD:

CCOP SENIOR LIVING LLC

SNH CHS PROPERTIES TRUST

SNH NS PROPERTIES TRUST

SNH SOMERFORD PROPERTIES TRUST
SNH/LTA PROPERTIES GA LLC
SNH/LTA PROPERTIES TRUST SNH/LTA SE HOME PLACE NEW BERN LLC

SNH/LTA XX XXXXXXXX NEW BERN LLC SPTIHS PROPERTIES TRUST

By: /s/ Xxxxxxxx X. Xxxxxxx                

Xxxxxxxx X. Xxxxxxx

President of each of the foregoing entities

TENANT:

FIVE STAR QUALITY CARE - NS TENANT, LLC

FIVE STAR QUALITY CARE TRUST

FS TENANT HOLDING COMPANY TRUST
FVE SE HOME PLACE NEW BERN LLC
FVE XX XXXXXXXX NEW BERN LLC

By: /s/ Xxxxxxxxx X. Xxxxxx                

Xxxxxxxxx X. Xxxxxx

President of each of the foregoing entities

[Signature Page to Partial Termination of and Seventh Amendment to Amended and Restated Master Lease Agreement (Lease No. 4)]

SCHEDULE 1

PROPERTY-SPECIFIC INFORMATION

Exhibit	Property Address	Base Gross Revenues (Calendar Year)	Base Gross Revenues (Dollar Amount)	Commencement Date	Interest Rate
X-0	Xxxxxxxxx Xxxxx - Xxxxxxxx 0000 Xxxx Xxxx Xxxxx Xxxxxxxx, XX 00000	2009	$3,515,630	03/31/2008	8%
X-0	Xx Xxxxx Xxxxxx Xxxx Xxxxxx 0000 Little Bookcliff Xxxxx Xxxxx Xxxxxxxx, XX 00000	2005	$5,205,189	12/31/2001	10%
A-3	Court at Xxxx-Xxxx 0000 Xxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxx, XX 00000	2007	$12,992,201	09/01/2006	8.25%
A-4	Home Place of New Bern 0000 XxXxxxxx Xxxxxxxxx Xxx Xxxx, XX 00000	2012	$2,742,228	06/20/2011	7.50%
X-0	XxXxxxxx Xxxxx X 0000 XxXxxxxx Xxxx Xxx Xxxx, XX 00000	2012	$3,050,293*	6/20/2011	7.50%
X-0	Xxxxxxxxx Xxxxxxx 0000 Xxxxxxxx Xxxx Xxxxxx, XX 00000	2006	$2,240,421	06/03/2005	9%
A-7	Intentionally deleted.	X/X	X/X	X/X	X/X
X-0	Xxxxxxx Xxxxxxx 000 Xxxxxxxxx Xxxx Xxxxxxxxxxx, XX 00000	2007	$1,802,414	09/01/2006	8.25%
X-0	Xxxxxxxx Xxxx Xxxxx 0000 Xxxx 00xx Xxxxxx Xxxxxxxx Xxxx, XX 00000	2005	$2,539,735	10/25/2002	10%
X-00	Xxxxxxxxxxx xx Xxxxxxxx 0000 Xxxx Xxxxxxxx Xxxxxxxx, XX 00000	2006	$1,197,256	11/19/2004	9%
X-00	Xxx Xxxxxxxxxxxx xx Xxxxxxxx 000 Neighborly Xxxxx Xxxxxxxx, XX 00000	2007	$1,893,629	11/05/2006	8.25%
X-00	Xxxxxxxxxx Xxxx Xxxxxxxxxx Xxxxxxx 000 Centennial Xxxxxx Xxxxx Xxxxxx, XX 00000	2009	$6,624,481	02/17/2008	8%
X-00	Xxxxxxxx Assisted Living 3030 Xxxxx 00xx Xxxxxx Xxxxx, XX 00000	2006	$2,210,173	06/03/2005	9%
X-00	XxxXxxxxxx xx Xxxxxx Xxxx 000 Xxxxxx Landing Road Cherry Hill, NJ 08002	2018	TBD	12/29/2003	10%
A-15	NewSeasons at Xxxxx Xxxxxxxxx 0 Xxxxxxxx Xxxxx Xxxxx Xxxxxxxxx, XX 00000	2018	TBD	12/29/2003	10%
A-16	NewSeasons at New Britain 800 Xxxxx Xxxxx Xxxxxxxx, XX 00000	2018	TBD	12/29/2003	10%
A-17	NewSeasons at Clarks Xxxxxx 000 Xxxxxx Xxxxxxx Xxxxxx Xxxxxx, XX 00000	2018	TBD	12/29/2003	10%
A-18	NewSeasons at Xxxxx 000 Xxxxx Xxxxxxxxx Xxxx Xxxxx, XX 00000	2018	TBD	12/29/2003	10%

Exhibit	Property Address	Base Gross Revenues (Calendar Year)	Base Gross Revenues (Dollar Amount)	Commencement Date	Interest Rate
A-19	NewSeasons at Xxxx Xxxxx (Concordville) 242 Baltimore Xxxx Xxxx Xxxxx, XX 00000	2018	TBD	12/29/2003	10%
A-20	NewSeasons at Xxxxxxx Court 700 Xxxxxxxxxxx Xxxxxx Xxxxxxxx, XX 00000	2018	TBD	12/29/2003	10%
X-00	Xxxxxxxxxxx xx Xxxxxxxxx 000 Enterprise Xxxxx Xxxxxxxxx, XX 00000	2006	$1,322,836	06/03/2005	9%
A-22	Montevista at Xxxxxxxx 0000 Xxxxxxxxx Xxxxxx Xx Xxxx, XX 00000	2005	$8,149,609	01/11/2002	10%
X-00	Xxxxxxxx Xxxxxxx at Poquoson 531 Xxxxx Xxxxx Xxxx Xxxxxxxx, XX 00000	2005	$1,359,832	5/30/2003	10%
A-24	Morningside in the Xxxx Xxx 0000 Xxxxxxxx Xxxx Xxxxxxxx, XX 00000	2006	$3,792,363	11/19/2004	9%
A-25	Worland Healthcare & Rehabilitation Center 1901 Xxxxxx Xxxxxx Xxxxxxx, XX 00000	2005	$3,756,035	12/31/2001	10%
A-26	Xxxxxxx Xxxxx at Alvamar 1501 Xxxxxxxxx Xxxxx Xxxxxxxx, XX 00000	2010	$14,988,426	10/01/2009	8.75%
X-00	XxXxxxxx Xxxxx XX 0000 XxXxxxxx Xxxxxxxxx Xxx Xxxx, Xxxxx Xxxxxxxx	0000	$3,050,293*	06/20/2011	7.5%
X-00	Xxxxxxxxx Xxxx X & XX 00000 and 00000 Xxxxxx Xxxxx Xxx Xxxxx, XX 00000	2005	$20,853,252	01/11/2002	10.0%
X-00	Xxxxxxxx Xxxxxx Xxx Xxxxxxxx Xxxxxx Xxxxx Xxxxxxxx, XX 00000	2007	$6,931,887	10/01/2006	9.0%
X-00	Xxxxxxxxxxx xx Xxxxxxxxx 0000 Xxxx Xxxxxxx Xxxxxxxxxx, XX 00000	2006	$4,992,156	11/19/2004	9.0%

* Base Gross Revenues (and Gross Revenues) for XxXxxxxx Court I and XxXxxxxx Court II are combined.