Exhibit






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 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