Exhibit






Exhibit 10.5
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 600 Manor Drive, Clarinda, Iowa, 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]














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:

	 
	 
	 
	 

	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 SE MCCARTHY NEW BERN LLC

	SPTIHS PROPERTIES TRUST

	 
	 
	 
	 

	By:
	/s/ Jennifer F. Francis    

	 
	Jennifer F. Francis

	 
	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 SE MCCARTHY NEW BERN LLC

	 

	By:
	/s/ Katherine E. Potter    

	 
	Katherine E. Potter

	 
	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

	A-1
	Somerford Place - Stockton
3530 Deer Park Drive
Stockton, CA  95219
	2009
	$3,515,630
	03/31/2008
	8%

	A-2
	La Villa Grande Care Center
2501 Little Bookcliff Drive
Grand Junction, CO  81501
	2005
	$5,205,189
	12/31/2001
	10%

	A-3
	Court at Palm-Aire
2701 North Course Drive
Pompano Beach, FL  33069
	2007
	$12,992,201
	09/01/2006
	8.25%

	A-4
	Home Place of  New Bern
1309 McCarthy Boulevard
New Bern, NC 28562
	2012
	$2,742,228
	06/20/2011
	7.50%

	A-5
	McCarthy Court I
1321 McCarthy Blvd
New Bern, NC 28562
	2012
	$3,050,293*
	6/20/2011
	7.50%

	A-6
	Northlake Gardens
1300 Montreal Road
Tucker, GA  30084
	2006
	$2,240,421
	06/03/2005
	9%

	A-7
	Intentionally deleted.
	N/A
	N/A
	N/A
	N/A

	A-8
	Brenden Gardens
900 Southwind Road
Springfield, IL  62703
	2007
	$1,802,414
	09/01/2006
	8.25%

	A-9
	Overland Park Place
6555 West 75th Street
Overland Park, KS  66204
	2005
	$2,539,735
	10/25/2002
	10%

	A-10
	Morningside of Mayfield
1517 West Broadway
Mayfield, KY  42066
	2006
	$1,197,256
	11/19/2004
	9%

	A-11
	The Neighborhood of Somerset
100 Neighborly Drive
Somerset, KY  42503
	2007
	$1,893,629
	11/05/2006
	8.25%

	A-12
	Centennial Park Retirement Village
510 Centennial Circle
North Platte, NE  69101
	2009
	$6,624,481 
	02/17/2008
	8%

	A-13
	Westgate Assisted Living
3030 South 80th Street
Omaha, NE  68124
	2006
	$2,210,173
	06/03/2005
	9%

	A-14
	NewSeasons at Cherry Hill
490 Cooper Landing Road
Cherry Hill, NJ  08002
	2018
	TBD
	12/29/2003
	10%

	A-15
	NewSeasons at Mount Arlington
2 Hillside Drive
Mount Arlington, NJ  07856
	2018
	TBD
	12/29/2003
	10%

	A-16
	NewSeasons at New Britain
800 Manor Drive
Chalfont, PA  18914
	2018
	TBD
	12/29/2003
	10%

	A-17
	NewSeasons at Clarks Summit
950 Morgan Highway
Clarks Summit, PA  18411
	2018
	TBD
	12/29/2003
	10%

	A-18
	NewSeasons at Exton
600 North Pottstown Pike
Exton, PA  19341
	2018
	TBD
	12/29/2003
	10%

	A-19
	NewSeasons at Glen Mills (Concordville)
242 Baltimore Pike
Glen Mills, PA  19342
	2018
	TBD
	12/29/2003
	10%

	A-20
	NewSeasons at Tiffany Court
700 Northampton Street
Kingston, PA  18704
	2018
	TBD
	12/29/2003
	10%















	
						
	A-21
	Morningside of Greenwood
116 Enterprise Court
Greenwood, SC  29649
	2006
	$1,322,836
	06/03/2005
	9%

	A-22
	Montevista at Coronado
1575 Belvidere Street
El Paso, TX  79912
	2005
	$8,149,609
	01/11/2002
	10%

	A-23
	Dominion Village at Poquoson
531 Wythe Creek Road
Poquoson, VA  23662
	2005
	$1,359,832
	5/30/2003
	10%

	A-24
	Morningside in the West End
3000 Skipwith Road
Richmond, VA  23294
	2006
	$3,792,363
	11/19/2004
	9%

	A-25
	Worland Healthcare &
Rehabilitation Center
1901 Howell Avenue 
Worland, WY  82401
	2005
	$3,756,035
	12/31/2001
	10%

	A-26
	Brandon Woods at Alvamar
1501 Inverness Drive
Lawrence, KS 66047
	2010
	$14,988,426
	10/01/2009
	8.75%

	A-27
	McCarthy Court II
1325 McCarthy Boulevard
New Bern, North Carolina
	2012
	$3,050,293*
	06/20/2011
	7.5%

	A-28
	Remington Club I & II
16925 and 16916 Hierba Drive
San Diego, CA 92128
	2005
	$20,853,252
	01/11/2002
	10.0%

	A-29
	Savannah Square
One Savannah Square Drive
Savannah, GA 31406
	2007
	$6,931,887
	10/01/2006
	9.0%

	A-30
	Morningside of Bellgrade
2800 Polo Parkway
Midlothian, VA 23113
	2006
	$4,992,156
	11/19/2004
	9.0%








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