EX10_7



		

			Exhibit 10.7

		


		

			 

		


		

			 

		




		
			PARTIAL TERMINATION OF AND EIGHTH AMENDMENT TO
AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 2)
		

		
			THIS PARTIAL TERMINATION OF AND EIGHTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) (this "Amendment") is made and entered into as of July 20, 2015, 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, and that certain Partial Termination of and Seventh Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of June 1, 2014 (as so amended, "Amended 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 Amended Lease No. 2), all as more particularly described in Amended Lease No. 2;
		

		
			WHEREAS, SPTIHS Properties Trust and Five Star Quality Care-IA, LLC have agreed to sell the Property formerly known as Pacific Place and having any address at 20937 Kane Avenue, Pacific Junction, Iowa (the "Pacific Junction Property"); and
		

		
			WHEREAS, in connection with the sale of the Pacific Junction Property, Landlord and Tenant wish to amend Amended Lease No. 2 to terminate Amended Lease No. 2 with respect to the Pacific Junction Property effective as of the date hereof;
		

		
			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 the date hereof, Amended Lease No. 2 is hereby amended as follows:
		

		
			1.Partial Termination of Lease.  Amended Lease No. 2 is terminated with respect to the Pacific Junction Property and neither Landlord nor Tenant shall have any further rights or liabilities thereunder with respect to the Pacific Junction Property from 
		

		 


		

			-  1  -

		


		

			 

		




 

		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 deleted in its entirety and replaced with the following:
		

		
			"Minimum Rent"  shall mean the sum of Sixty-Three Million Three Hundred Eighty-Three Thousand Seven Hundred Six and 11/100ths Dollars ($63,383,706.11) per annum.
		

		
			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-19 attached thereto in its entirety and replacing it 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]
		

		
			 
		

		

		

		 


		

			-  2  -

		




 

		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:

				
	
					
						SPTIHS PROPERTIES TRUST

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ David J. Hegarty

				
	
					
						 

					
					
						David J. Hegarty

				
	
					
						 

					
					
						President

				
	
					
						 

					
					
						 

				
	
					
						SPTMNR PROPERTIES TRUST

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ David J. Hegarty

				
	
					
						 

					
					
						David J. Hegarty

				
	
					
						 

					
					
						President

				
	
					
						 

					
					
						 

				
	
					
						SNH/LTA PROPERTIES GA LLC

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ David J. Hegarty

				
	
					
						 

					
					
						David J. Hegarty

				
	
					
						 

					
					
						President

				
	
					
						 

					
					
						 

				
	
					
						SNH/LTA PROPERTIES TRUST

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ David J. Hegarty

				
	
					
						 

					
					
						David J. Hegarty

				
	
					
						 

					
					
						President

				
	
					
						 

					
					
						 

				
	
					
						O.F.C. CORPORATION

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ David J. Hegarty

				
	
					
						 

					
					
						David J. Hegarty

				
	
					
						 

					
					
						President

				
	
					
						 

					
					
						 

				
	
					
						SNH CHS PROPERTIES TRUST

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ David J. Hegarty

				
	
					
						 

					
					
						David J. Hegarty

				
	
					
						 

					
					
						President

				
	
					
						 

					
					
						 

				
	
					
						CCC OF KENTUCKY TRUST

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ David J. Hegarty

				
	
					
						 

					
					
						David J. Hegarty

				
	
					
						 

					
					
						President

				



		

		

		 


		

			-  3  -

		




 

		 
		

			
					
						 

					
					
						 

				
	
					
						LEISURE PARK VENTURE LIMITED PARTNERSHIP

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						CCC Leisure Park Corporation,

				
	
					
						 

					
					
						its General Partner

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ David J. Hegarty

				
	
					
						 

					
					
						David J. Hegarty

				
	
					
						 

					
					
						President

				
	
					
						 

					
					
						 

				
	
					
						CCDE SENIOR LIVING LLC

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ David J. Hegarty

				
	
					
						 

					
					
						David J. Hegarty

				
	
					
						 

					
					
						President

				
	
					
						 

					
					
						 

				
	
					
						CCOP SENIOR LIVING LLC

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ David J. Hegarty

				
	
					
						 

					
					
						David J. Hegarty

				
	
					
						 

					
					
						President

				
	
					
						 

					
					
						 

				
	
					
						CCC PUEBLO NORTE TRUST

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ David J. Hegarty

				
	
					
						 

					
					
						David J. Hegarty

				
	
					
						 

					
					
						President

				
	
					
						 

					
					
						 

				
	
					
						CCC RETIREMENT COMMUNITIES II, L.P.

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						Crestline Ventures LLC,

				
	
					
						 

					
					
						its General Partner

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ David J. Hegarty

				
	
					
						 

					
					
						David J. Hegarty

				
	
					
						 

					
					
						President

				
	
					
						 

					
					
						 

				
	
					
						CCC INVESTMENTS I, L.L.C.

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ David J. Hegarty

				
	
					
						 

					
					
						David J. Hegarty

				
	
					
						 

					
					
						President

				



		
			 
		

		 


		

			-  4  -

		




 

			
					
						 

					
					
						 

				
	
					
						CCC FINANCING I TRUST

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ David J. Hegarty

				
	
					
						 

					
					
						David J. Hegarty

				
	
					
						 

					
					
						President

				
	
					
						 

					
					
						 

				
	
					
						CCC FINANCING LIMITED, L.P.

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						CCC Retirement Trust,

				
	
					
						 

					
					
						its General Partner

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ David J. Hegarty

				
	
					
						 

					
					
						David J. Hegarty

				
	
					
						 

					
					
						President

				
	
					
						 

					
					
						 

				
	
					
						SNH SOMERFORD PROPERTIES TRUST

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ David J. Hegarty

				
	
					
						 

					
					
						David J. Hegarty

				
	
					
						 

					
					
						President

				



		

		

		 


		

			-  5  -

		




 

		
		

			
					
						 

					
					
						 

				
	
					
						TENANT:

				
	
					
						FIVE STAR QUALITY CARE TRUST

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Bruce J. Mackey Jr.

				
	
					
						 

					
					
						Bruce J. Mackey Jr.

				
	
					
						 

					
					
						President

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						FS TENANT HOLDING COMPANY TRUST

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Bruce J. Mackey Jr.

				
	
					
						 

					
					
						Bruce J. Mackey Jr.

				
	
					
						 

					
					
						President

				



		
			 
		

		
			 
		

		
			 
		

		
			 
		


		

		

		 


		

			-  6  -

		




 


		

			 

		


		

			 

		




		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

					
					
						La Salette Health and

					
						Rehabilitation Center

					
						537 East Fulton Street

					
						Stockton, CA  95204

					
					
						2005

					
					
						$7,726,002

					
					
						12/31/2001

					
					
						10%

				
	
					
						A-5

					
					
						Thousand Oaks Health Care Center

					
						93 West Avenida de Los Arboles

					
						Thousand Oaks, CA  91360

					
					
						2005

					
					
						$8,087,430

					
					
						12/31/2001

					
					
						10%

				
	
					
						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%

				



		
			 
		

		 


		

			 

		




 

			
					
						 

					
						Exhibit

					
					
						
Property Address

					
					
						Base Gross Revenues

					
						(Calendar Year)

					
					
						Base Gross Revenues

					
						(Dollar Amount)

					
					
						Commencement
Date

					
					
						Interest 

					
						Rate

				
	
					
						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

				
	
					
						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%

				



		
			 
		

		 


		

			 

		




 

			
					
						 

					
						Exhibit

					
					
						
Property Address

					
					
						Base Gross Revenues

					
						(Calendar Year)

					
					
						Base Gross Revenues

					
						(Dollar Amount)

					
					
						Commencement
Date

					
					
						Interest 

					
						Rate

				
	
					
						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%

				
	
					
						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

					
					
						River Hills West Healthcare Center

					
						321 Riverside Drive

					
						Pewaukee, WI  53072

					
					
						2005

					
					
						$9,211,765

					
					
						12/31/2001

					
					
						10%

				
	
					
						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%