Exhibit






Exhibit 10.4
PARTIAL TERMINATION OF AND TWELFTH AMENDMENT TO 
AMENDED AND RESTATED MASTER LEASE AGREEMENT 
(LEASE NO. 2)
THIS PARTIAL TERMINATION OF AND TWELFTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) (this “Amendment”) is made and entered into as of May 1, 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 and that certain Eleventh Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of July 31, 2018 (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, Amended 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”);
WHEREAS, simultaneously herewith, SPTMNR Properties Trust is selling the Property consisting of the real property and related improvements known as (i) La Salette Health and Rehabilitation Center and located at 537 East Fulton Street, Stockton, California, as more particularly described on Exhibit A-4 to Amended Lease No. 2 (the “Stockton Property”), and (ii) 


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Thousand Oaks Healthcare Center and located at 93 West Avenida de Los Arboles, Thousand Oaks, California, as more particularly described on Exhibit A-5 to Amended Lease No. 2 (the “Thousand Oaks Property”); and
WHEREAS, in connection with the foregoing, SPTMNR Properties Trust and the other entities comprising Landlord and Five Star Quality Care Trust and the other entities comprising Tenant wish to amend Amended Lease No. 2 to terminate Amended Lease No. 2 with respect to the Stockton Property and the Thousand Oaks 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.  Amended Lease No. 2 is terminated with respect to the Stockton Property and the Thousand Oaks Property and neither Landlord nor Tenant shall have any further rights or liabilities thereunder with respect to the Stockton Property and the Thousand Oaks Property from and after the date hereof, except for those rights and liabilities which by their terms survive the termination of Amended Lease No. 2.
2.    Minimum Rent.  The defined term “Minimum Rent” set forth in Section 1.67 of Amended Lease No. 2 is hereby reduced by the sum of Sixty-Nine Thousand Two Hundred Ten and 33/100 Dollars ($69,210.33) per month in accordance with Section 2.1(1)(b) of the Transaction Agreement.
3.    Schedule 1.  Schedule 1 to Amended Lease No. 2 is deleted in its entirety and replaced with Schedule 1 attached hereto.
4.    Exhibit A.  Exhibit A to Amended Lease No. 2 is amended by deleting Exhibit A-4 and Exhibit A-5 attached thereto in their entirety and replacing each with “Intentionally Deleted.”
5.    Ratification.  As amended hereby, Amended 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 Partial Termination of and Twelfth 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 Partial Termination of and Twelfth 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 Partial Termination of and Twelfth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2)]






SCHEDULE 1


PROPERTY-SPECIFIC INFORMATION


	
						
	

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

	A-1
	Ashton Gables in Riverchase  
2184 Parkway Lake Drive 
Birmingham, AL 35244
	2009
	$2,121,622
	08/01/2008
	8%

	A-2
	Lakeview Estates
2634 Valleydale Road
Birmingham, AL 35244
	2009
	$2,692,868
	08/01/2008
	8%

	A-3
	Forum at Pueblo Norte
7090 East Mescal Street
Scottsdale, AZ  85254
	2005
	$11,470,312
	01/11/2002
	10%

	A-4
	Intentionally deleted.
	N/A
	N/A
	N/A
	N/A



	A-5
	Intentionally deleted.
	N/A
	N/A
	N/A
	N/A



	A-6
	Skyline Ridge Nursing &
Rehabilitation Center
515 Fairview Avenue
Canon City, CO  81212
	2005
	$4,104,100
	12/31/2001
	10%

	A-7
	Springs Village Care Center
110 West Van Buren Street
Colorado Springs, CO  80907
	2005
	$4,799,252
	12/31/2001
	10%

	A-8
	Willow Tree Care Center
2050 South Main Street
Delta, CO  81416
	2005
	$4,310,982
	12/31/2001
	10%

	A-9
	Cedars Healthcare Center
1599 Ingalls Street
Lakewood, CO  80214
	2005
	$6,964,007
	12/31/2001
	10%

	A-10
	Millcroft
255 Possum Park Road
Newark, DE  19711
	2005
	$11,410,121
	01/11/2002
	10%

	A-11
	Forwood Manor
1912 Marsh Road
Wilmington, DE  19810
	2005
	$13,446,434
	01/11/2002
	10%

	A-12
	Foulk Manor South
407 Foulk Road
Wilmington, DE  19803
	2005
	$4,430,251
	01/11/2002
	10%

	A-13
	Shipley Manor 
2723 Shipley Road
Wilmington, DE  19810
	2005
	$9,333,057
	01/11/2002
	10%

	A-14
	Forum at Deer Creek
3001 Deer Creek
Country Club Blvd.
Deerfield Beach, FL  33442
	2005
	$12,323,581
	01/11/2002
	10%

	A-15
	Springwood Court
12780 Kenwood Lane
Fort Myers, FL  33907
	2005
	$2,577,612
	01/11/2002
	10%

	A-16
	Fountainview
111 Executive Center Drive
West Palm Beach, FL  33401
	2005
	$7,920,202
	01/11/2002
	10%

	A-17
	Morningside of Athens
1291 Cedar Shoals Drive
Athens, GA  30605
	2006
	$1,560,026
	11/19/2004
	9%

	A-18
	Marsh View Senior Living
7410 Skidaway Road
Savannah, GA  31406
	2007
	$2,108,378
	11/01/2006
	8.25%

	A-19
	Intentionally deleted.
	N/A
	N/A
	N/A
	N/A















	
						
	

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

	A-20
	West Bridge Care & Rehabilitation
1015 West Summit Street
Winterset, IA  50273
	2005
	$3,157,928
	12/31/2001
	10%

	A-21
	Meadowood Retirement Community
2455 Tamarack Trail
Bloomington, IN  47408
	2009
	$12,061,814
	11/01/2008
	8%

	A-22
	Woodhaven Care Center
510 West 7th Street
Ellinwood, KS  67526
	2005
	$2,704,674
	12/31/2001
	10%

	A-23
	Lafayette at Country Place
690 Mason Headley Road
Lexington, KY  40504
	2005
	$4,928,052
	01/11/2002
	10%

	A-24
	Lexington Country Place
700 Mason Headley Road
Lexington, KY  40504
	2005
	$8,893,947
	01/11/2002
	10%

	A-25
	Intentionally deleted.
	N/A
	N/A
	N/A
	N/A



	A-26
	Intentionally deleted.
	N/A
	N/A
	N/A
	N/A



	A-27
	HeartFields at Bowie
7600 Laurel Bowie Road
Bowie, MD  20715
	2005
	$2,436,102
	10/25/2002
	10%

	A-28
	HeartFields at Frederick
1820 Latham Drive
Frederick, MD  21701
	2005
	$2,173,971
	10/25/2002
	10%

	A-29
	Intentionally deleted.
	N/A
	N/A
	N/A
	N/A



	A-30
	Intentionally deleted.
	N/A
	N/A
	N/A
	N/A



	A-31
	Morys Haven
1112 15th Street
Columbus, NE  68601
	2005
	$2,440,714
	12/31/2001
	10%

	A-32
	Intentionally deleted.
	N/A
	N/A
	N/A
	N/A



	A-33
	Wedgewood Care Center
800 Stoeger Drive
Grand Island, NE  68803
	2005
	$4,000,565
	12/31/2001
	10%

	A-34
	Intentionally deleted.
	N/A
	N/A
	N/A
	N/A



	A-35
	Crestview Healthcare Center
1100 West First Street
Milford, NE  68405
	2005
	$2,284,407
	12/31/2001
	10%

	A-36
	Utica Community Care Center
1350 Centennial Avenue
Utica, NE  68456
	2005
	$1,950,325
	12/31/2001
	10%

	A-37
	Leisure Park
1400 Route 70
Lakewood, NJ  08701
	2005
	$14,273,446
	01/07/2002
	10%

	A-38
	Franciscan Manor
71 Darlington Road
Patterson Township 
Beaver Falls, PA  15010
	2006
	$4,151,818
	10/31/2005
	9%

	A-39
	Mount Vernon of Elizabeth
145 Broadlawn Drive
Elizabeth, PA  15037
	2006
	$2,332,574
	10/31/2005
	9%

	A-40
	Overlook Green
5250 Meadowgreen Drive
Whitehall, PA  15236
	2006
	$3,878,300
	10/31/2005
	9%

	A-41
	Myrtle Beach Manor
9547 Highway 17 North
Myrtle Beach, SC  29572
	2005
	$6,138,714
	01/11/2002
	10%













	
						
	

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

	A-42
	Morningside of Anderson
1304 McLees Road
Anderson, SC  29621
	2006
	$1,381,775
	11/19/2004
	9%

	A-43
	Heritage Place at Boerne
120 Crosspoint Drive
Boerne, TX  78006
	2009
	$1,469,683
	02/07/2008
	8%

	A-44
	Forum at Park Lane
7831 Park Lane
Dallas, TX  75225
	2005
	$13,620,931
	01/11/2002
	10%

	A-45
	Heritage Place at Fredericksburg
96 Frederick Road
Fredericksburg, TX  78624
	2009
	$1,386,771
	02/07/2008
	8%

	A-46
	Intentionally deleted.
	N/A
	N/A
	N/A
	N/A



	A-47
	Intentionally deleted.
	N/A
	N/A
	N/A
	N/A



	A-48
	ManorPointe - Oak Creek    Independent Senior Apartments    and Meadowmere - Mitchell    Manor - Oak Creek
700 East Stonegate Drive and 
701 East Puetz Road
Oak Creek, WI  53154
	2009
	$4,189,440
	01/04/2008
	8%

	A-49
	Intentionally deleted.
	N/A
	N/A
	N/A
	N/A



	A-50
	The Virginia Health & 
   Rehabilitation Center
1451 Cleveland Avenue
Waukesha, WI  53186
	2005
	$6,128,045
	12/31/2001
	10%

	A-51
	Reserve at Greenbriar
1005 Elysian Place
Chesapeake, Virginia
	2012
	$2,508,269
	06/20/2011
	7.5%

	A-52
	Palms at St. Lucie West
501 N.W. Cashmere Boulevard
Port St. Lucie, Florida
	2012
	$2,903,642
	07/22/2011
	7.5%

	A-53
	Forum at Desert Harbor
13840 North Desert Harbor Drive
Peoria, AZ 85381
	2005
	$9,830,918
	01/11/2002
	10.0%

	A-54
	Forum at Tucson 
2500 North Rosemont Blvd.
Tucson, AZ 85712
	2005
	$13,258,998
	01/11/2002
	10.0%

	A-55
	Park Summit at Coral Springs 
8500 Royal Palm Blvd.
Coral Springs, FL 33065
	2005
	$11,229,677
	01/11/2002
	10.0%

	A-56
	Gables at Winchester 
299 Cambridge Street
Winchester, MA 01890
	2005
	$6,937,852
	01/11/2002
	10.0%

	A-57
	Forum at Memorial Woods 
777 North Post Oak Road
Houston, TX 77024
	2005
	$19,734,400
	01/11/2002
	10.0%