Exhibit






Exhibit 10.4
THIRTEENTH AMENDMENT TO 
AMENDED AND RESTATED MASTER LEASE AGREEMENT 
(LEASE NO. 2)
THIS THIRTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) (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. 2), 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. 2), dated as of November 1, 2009, that certain Partial Termination of and Second Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of August 1, 2010, that certain Third Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of June 20, 2011, that certain Fourth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of July 22, 2011, that certain Fifth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of August 31, 2012, that certain Partial Termination of and Sixth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of September 19, 2013, that certain Partial Termination of and Seventh Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of June 1, 2014, that certain Partial Termination of and Eighth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of July 20, 2015, that certain Partial Termination of and Ninth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of September 30, 2016, that certain Tenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of August 1, 2017, that certain Eleventh Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of July 31, 2018 and that certain Partial Termination of and Twelfth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of May 1, 2019 (as so amended, “Master Lease No. 2”), 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 Master Lease No. 2), all as more particularly described in Master Lease No. 2;
WHEREAS, Master Lease No. 2 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, certain entities comprising Landlord acquired from certain affiliates of Tenant land and improvements (each, an 


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“Adjacent Property” and collectively, the “Adjacent Properties”) adjacent to certain of the Properties and each such Adjacent Property became a part of the applicable adjacent Property; and 
WHEREAS, Landlord and Tenant wish to amend Master Lease No. 2 to reflect the acquisition of the Adjacent Properties;
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 April 1, 2019, as follows: 
1.    Exhibit A.  Exhibit A to Master Lease No. 2 is amended by deleting Exhibit A-2, Exhibit A-21 and Exhibit A-50 therefrom in their entirety and replacing them with Exhibit A-2, Exhibit A-21, Exhibit A-50 and Exhibit A-52 attached hereto.  
2.    Ratification.  As amended hereby, Master Lease No. 2 is ratified and confirmed.


[Remainder of page intentionally left blank; signature pages follow]






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


LANDLORD:
CCC FINANCING I TRUST,
CCC INVESTMENTS I, L.L.C.,
CCC OF KENTUCKY TRUST,
CCC PUEBLO NORTE TRUST,
CCDE SENIOR LIVING LLC,
CCOP SENIOR LIVING LLC,
O.F.C. CORPORATION,
SNH CHS PROPERTIES TRUST,
SNH/LTA PROPERTIES GA LLC,
SNH/LTA PROPERTIES TRUST,
SNH SOMERFORD PROPERTIES TRUST,
SPTIHS PROPERTIES TRUST, and
SPTMNR PROPERTIES TRUST




By: /s/ Jennifer F. Francis                
Jennifer F. Francis
President of each of the foregoing entities


CCC FINANCING LIMITED, L.P.


By:    CCC Retirement Trust,
its General Partner


By:  /s/ Jennifer F. Francis            
Jennifer F. Francis
President


CCC RETIREMENT COMMUNITIES II, L.P.


By:    Crestline Ventures LLC,
its General Partner


By:  /s/ Jennifer F. Francis            
Jennifer F. Francis
President
















[Signature Page to Thirteenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2)]





LEISURE PARK VENTURE LIMITED PARTNERSHIP


By:    CCC Leisure Park Corporation, 
its General Partner


By:  /s/ Jennifer F. Francis            
Jennifer F. Francis
President




[Signature Page to Thirteenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2)]





TENANT:
FIVE STAR QUALITY CARE TRUST




By: /s/ Katherine E. Potter                
Katherine E. Potter
President




FS TENANT HOLDING COMPANY TRUST




By: /s/ Katherine E. Potter                
Katherine E. Potter
President






[Signature Page to Thirteenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2)]






EXHIBIT A-2


Lakeview Estates
2630 & 2634 Valleydale Road
Birmingham, Alabama




LEGAL DESCRIPTION






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EXHIBIT A-21


Meadowood Retirement Community
2455 E. Tamarack Trail
2500 N. Dunn Street 
2510 N. Dunn Street 
2620 N. Dunn Street
787 E. Tamarack Trail
791 E. Tamarack Trail
Bloomington, Indiana




LEGAL DESCRIPTION





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EXHIBIT A-50


The Virginia Health & Rehabilitation Center
1451 & 1457 Cleveland Avenue
Waukesha, Wisconsin




LEGAL DESCRIPTION





Lots 10 and 11, Block 2, Elevated Home Addition to Waukesha, a Subdivision of part of the South 1⁄2 of Section 35, Town 7 North, Range 19 East, City of Waukesha, County of Waukesha, State of Wisconsin.




WAKC 1004.078 (Lot 10)
WAKC 1004.079 (Lot 11)














EXHIBIT A-52


Palms at St Lucie West
501 N.W. Cashmere Boulevard
Port St. Lucie, Florida




LEGAL DESCRIPTION




Assisted Living:
Lot 1, of ST. LUCIE WEST PLAT NO. 137, according to the Plat thereof, recorded in Plat Book 39, pages 26 and 26A, of the Public Records of St. Lucie County, Florida


and


Villas and Independent Living:
All of Lot 2, ST. LUCIE WEST PLAT NO. 149, according to the Plat thereof, as recorded in Plat Book 40, at Pages 17 and 17A, of the Public Records of St. Lucie County Florida.  


and


Vacant Land:
Lot 1, ST. LUCIE WEST PLAT NO. 149, a Subdivision according to the plat thereof recorded at Plat Book 40, Pages 17, 17A in the public records of St. Lucie County, Florida.