Exhibit






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 7130 Crimson Ridge Drive, Rockford, Illinois (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 SE WILSON LLC

	MSD POOL 1 LLC

	MSD POOL 2 LLC

	SNH RMI FOX RIDGE MANOR PROPERTIES LLC

	SNH RMI JEFFERSON MANOR PROPERTIES LLC

	SNH RMI MCKAY MANOR PROPERTIES LLC

	SNH RMI NORTHWOOD MANOR PROPERTIES LLC

	SNH RMI OAK WOODS MANOR PROPERTIES LLC

	SNH RMI PARK SQUARE MANOR PROPERTIES LLC

	SNH RMI SMITH FARMS MANOR PROPERTIES LLC and

	SNH RMI SYCAMORE MANOR PROPERTIES LLC

	 

	 
	 
	 

	By:
	/s/ Jennifer F. Francis    

	 
	Jennifer F. Francis

	 
	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 SE WILSON LLC

	FIVE STAR QUALITY CARE-RMI, LLC

	 

	 
	 
	 
	 
	 

	By:
	/s/ Katherine E. Potter        

	 
	Katherine E. Potter

	 
	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/ Katherine E. Potter
	 

	 
	 
	Katherine E. Potter

	 
	 
	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/ Katherine E. Potter

	 
	 
	 
	Katherine E. Potter
	 

	 
	 
	 
	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/ Katherine E. Potter

	 
	 
	 
	Katherine E. Potter
	 

	 
	 
	 
	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/ Katherine E. Potter

	 
	 
	 
	Katherine E. Potter
	 

	 
	 
	 
	President and Chief Executive Officer














































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










	
					
	MORNINGSIDE OF CONYERS, 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/ Katherine E. Potter

	 
	 
	 
	Katherine E. Potter
	 

	 
	 
	 
	President and Chief Executive Officer

	 
	 
	 
	 
	 

	MORNINGSIDE OF CLEVELAND, LLC

	MORNINGSIDE OF COOKEVILLE, LLC

	MORNINGSIDE OF JACKSON, LLC

	 
	 
	 
	 
	 

	By:
	MORNINGSIDE OF TENNESSEE, LLC, a 

	 
	Delaware limited liability company, its Sole Member

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Katherine E. Potter

	 
	 
	 
	Katherine E. Potter
	 

	 
	 
	 
	President and Chief Executive Officer
























































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










EXHIBIT A-61


Crimson Pointe
7130 Crimson Ridge Drive
Fox Chase Lane
Rockford, Illinois




LEGAL DESCRIPTION