Exhibit



Exhibit 10.49



SIXTH AMENDMENT TO 
AMENDED AND RESTATED MASTER LEASE AGREEMENT 
(LEASE NO. 4)
THIS SIXTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4) (this “Amendment”) is made and entered into as of January 1, 2018 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, and that certain Fifth Amendment to Amended and Restated Master Lease Agreement (Lease No. 4), dated as of July 10, 2014 (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, pursuant to that certain Fifth Amendment to Amended and Restated Master Lease Agreement (Lease No. 4) identified above (the “Fifth Amendment”), Tenant exercised its right to extend the Term of the Lease from April 30, 2017 to April 30, 2032; and
WHEREAS, in connection with the Fifth Amendment, Landlord and Tenant each intended that, commencing on January 1, 2018, Tenant would pay Additional Rent for the New Seasons Properties in lieu of certain periodic adjustments in Minimum Rent for the New Seasons Properties; and
WHEREAS, on June 1, 2015, the financing secured by the Bronco Financed Property known as McCarthy Court I and having an address at 1321 McCarthy Blvd, New Bern, North Carolina 28562 (the “McCarthy Court I Financed Property”) was repaid in full, and, pursuant to Section 23.18 of the Lease, the McCarthy Court I Financed Property was automatically added to and demised under the Lease, and, pursuant to Section 21.6 of the Bronco Financed Lease for the McCarthy Court Financed Property (the “McCarthy Court I Financed Lease”), the term of the McCarthy Court Financed Lease was automatically terminated; and
WHEREAS, Landlord and Tenant wish to amend the Lease to document (a) their intention that Tenant pay Additional Rent for the New Seasons Properties in lieu of annual periodic adjustments in Minimum Rent and (b) the addition of the McCarthy Court I Financed Property to the Lease;  











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 as follows:
1.    McCarthy Court I Financed Property.  As of June 1, 2015, the financing securing the McCarthy Court I Financed Property was repaid in full and the McCarthy Court I Financed Property has been added to and demised under the Lease, such that SNH/LTA SE McCarthy New Bern LLC became a Landlord under the Lease and FVE SE McCarthy New Bern LLC became a Tenant under the Lease.  
2.    Additional Rent Properties.  The defined term “Additional Rent Properties” set forth in Section 1.4 of the Lease is deleted in its entirety and replaced with “Intentionally Deleted”.  Each reference in the Lease to the “Additional Rent Properties” is deleted and replaced with a reference to the “Leased Property”, and each reference in the Lease to an “Additional Rent Property” is deleted and replaced with a reference to a “Property”.
3.    Fair Market Rental.  The defined term “Fair Market Rental” set forth in Section 1.37 of the Lease is deleted in its entirety and replaced with “Intentionally Deleted”.
4.    New Seasons Properties.  The defined term “New Seasons Properties” set forth in Section 1.69 of the Lease is deleted in its entirety and replaced with “Intentionally Deleted”.      
5.    Overdue Rate.  The defined term “Overdue Rate” set forth in Section 1.74 of the Lease is deleted in its entirety and replaced with the following:
“Overdue Rate”  shall mean, on any date, a per annum rate of interest equal to the lesser of fifteen percent (15%) and the maximum rate then permitted under Applicable Laws.
6.    Extended Terms.  The second sentence of the second paragraph of Section 2.4 of the Lease is deleted in its entirety and replaced with the following:
All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term, except that Tenant shall have no right to extend the Term beyond April 30, 2062.
7.    Periodic Adjustments of Minimum Rent.  Section 3.1.1(e) of the Lease is deleted in its entirety.  
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-5 attached thereto in its entirety and replacing it with Exhibit A-5 attached hereto.


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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 SE MCCARTHY NEW BERN LLC 
SPTIHS PROPERTIES TRUST 
 

By: /s/ David J. Hegarty            
David J. Hegarty
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/ Bruce J. Mackey Jr.            
Bruce J. Mackey Jr.
President of each of the foregoing entities


[Signature Page to Sixth 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
	Westridge Quality 
Care & Rehabilitation
600 Manor Drive
Clarinda, IA  51632
	2005
	$2,933,641
	12/31/2001
	10%

	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%















	
						
	

Exhibit
	Property Address
	Base Gross Revenues
(Calendar Year)
	Base Gross Revenues
(Dollar Amount)
	Commencement 
Date
	Interest Rate

	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.  












EXHIBIT A-5


McCarthy Court I
1321 McCarthy Boulevard 
New Bern, North Carolina 28562




Lying and being situate in Craven County, North Carolina, and being more particularly described as follows:


TRACT ONE:
Being all of LOT 2 (REVISED), according to plat entitled “LOTS 1 & 2, HOME PLACE OF NEW BERN FOR HOME PLACE OF NEW BERN, LLC”, according to the plat thereof, recorded in PLAT CABINET G, SLIDE 173-C, in the Office of the Register of Deeds of Craven County, North Carolina.


EASEMENT TRACT: (APPURTENANT TO TRACT ONE OF FEE PARCEL ONLY)
TOGETHER WITH all property easement rights and benefits contained in that certain Declaration of Rights, Restrictions and Easements recorded in Book 2221, Page 208; and Amended and Restated Declaration of Rights, Restrictions and Easement recorded May 23, 2008, in Book 2727, Page 164, Craven County Registry.


TRACT TWO: 
Being that 4,464 square feet tract according to plat entitled “RECOMBINATION LOTS 1 & 2, HOME PLACE OF NEW BERN FOR HOME PLACE OF NEW BERN, LLC”, according to the plat thereof, recorded in PLAT CABINET G, SLIDE 173-C, in the Office of the Register of Deeds of Craven County, North Carolina.