SEVENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 1)

Exhibit 10.19

SEVENTH AMENDMENT TO
AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 1)

THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 1) (this “Amendment”) is made and entered into as of June 20, 2011, by and among each of the parties identified on the signature pages hereof as a landlord (collectively, “Landlord”) and FIVE STAR QUALITY CARE TRUST, a Maryland business trust (“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, and that certain Partial Termination of and Sixth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of June 1, 2011 (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, simultaneously herewith, SNH/LTA Properties Trust (“SNH/LTA”) has acquired the real property and related improvements comprising:  (i) the senior living facility known as Talbot Park and located at 6311 Granby Street, Norfolk, Virginia, as more particularly described on Exhibit A-62 attached hereto (the “Talbot Park Property”); and (ii) the senior living facility known as The Landing at Parkwood Village and located at 1720 Parkwood Boulevard, Wilson, North Carolina, as more particularly described on Exhibit A-63 attached hereto (the “Landing at Parkwood Property”); and

WHEREAS, SNH/LTA wishes to lease the Talbot Park Property and the Landing at Parkwood Property to Tenant and Tenant wishes to lease the Talbot Park Property and the Landing at Parkwood Property from SNH/LTA; and

WHEREAS, SNH/LTA and the other entities comprising Landlord, and Tenant, wish to amend Amended Lease No. 1 to include the Talbot Park Property and the Landing at Parkwood 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 the date hereof, Amended Lease No. 1 is hereby amended as follows:

1.                                       Definition of Minimum Rent.  The defined term “Minimum Rent” set forth in Section 1.68 of Amended Lease No. 1 is deleted in its entirety and replaced with the following:

“Minimum Rent”  shall mean the sum of Fifty-Five Million, Ninety-Six Thousand, One Hundred Eighty-One and 50/100 Dollars ($55,096,181.50) per annum.

2.                                       Definitions of Bronco Financed Lease and Bronco Financed Property.  Article 1 of Amended Lease No. 1 is amended by adding the following definitions as Sections 1.100 and 1.101 immediately following Section 1.99:

1.100                 “Bronco Financed Lease”  shall mean that certain Lease Agreement to be entered into between SNH/LTA SE Wilson LLC and FVE SE Wilson LLC with respect to the Bronco Financed Property, as it may be amended, restated or otherwise modified from time to time.

1.101                 “Bronco Financed Property”  shall mean the “Leased Property”, as defined therein, under the Bronco Financed Lease, including, without limitation, the senior living facility known as Parkwood Village and located at 1730 Parkwood Boulevard, Wilson, North Carolina.

3.                                       Leased Property.  Section 2.1 of Amended Lease No. 1 is amended by deleting subsection (a) therefrom in its entirety and replacing it with the following:

(a)                                  those certain tracts, pieces and parcels of land as more particularly described on Exhibits A-1 through A-63 attached hereto and made a part hereof (the “Land”).

4.                                       Events of Default.  Section 12.1 of Amended Lease No. 1 is amended be deleting subsection (l) therefrom in its entirety and replacing it with the following:

(l)                                     should there occur an “Event of Default”, as defined therein, under any of the RMI Lease, either of the LTA GMAC Leases or the Bronco Financed Lease;

5.                                       Addition of Properties.  Section 23.17 of Amended Lease No. 1 is deleted in its entirety and replaced with the following:

23.17  Addition of Properties.  Landlord and Tenant expressly acknowledge and agree that, effective automatically upon the release of any Bronco Financed Property, LTA GMAC Property or RMI Property (collectively, the “Financed Properties”) from the financing which is secured by the same, such Financed Property shall be added to and demised under this Agreement in accordance with the terms and conditions hereof, the Minimum Rent payable hereunder shall be increased by an amount equal to the Minimum Rent payable under the applicable Bronco Financed Lease, LTA GMAC Lease or the RMI Lease (collectively, the “Financed Leases”) with respect to such Financed Property, and the Additional Rent payable hereunder shall be increased by the Additional Rent payable under

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the applicable Financing Lease with respect to such Financed Property.  The addition of any such Financed Property in accordance with the terms hereof shall be automatic without any requirement that Landlord or Tenant take any action or execute any document, instrument, amendment or confirmation with respect thereto.  Notwithstanding the foregoing, Landlord and Tenant shall execute and deliver such documents, instruments, agreements and confirmations as the other party shall reasonably request with respect to the foregoing.

6.                                       Schedule 1.  Schedule 1 to Amended Lease No. 1 is deleted in its entirety and replaced with Schedule 1 attached hereto.

7.                                       Exhibit A.  Exhibit A to Amended Lease No. 1 is amended by adding Exhibit A-62 and Exhibit A-63 attached hereto immediately following Exhibit A-61 to Amended Lease No. 1.

8.                                       Ratification.  As amended hereby, Amended Lease No. 1 is hereby ratified and confirmed.

[Remainder of Page Intentionally Left Blank.]

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IN WITNESS WHEREOF, the parties have executed this Amendment as a sealed instrument as of the date above first written.

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EXHIBIT A-62

Talbot Park

6311 Granby Street

Norfolk, Virginia

(See attached copy.)

EXHIBIT A-62

LEGAL DESCRIPTION

TALBOT PARK

All of that lot or parcel of land lying, situate and being in the City of Norfolk, Virginia and being more particularly described as follows:

BEING KNOWN AND DESIGNATED as “Parcel B-2-A1, 166,915 SF, 3,8318 Acres, more or less”, on a plat entitled, “Plat Showing Subdivision of Parcel B-2-A, M.B. 55, Pg, 18 & 19, Properly Owned by Dunbarr, LLC, (Instrument No. 030003879), City of Norfolk, Virginia,” said plat being duly recorded in the Clerk’s Office of the Circuit Court of the City of Norfolk, Virginia, In Map Book 56 at Pages 146 and 147, reference to which is hereby made for a more particular description.

Together with that certain drainage easement fifteen (15) feet in width more particularly described in that Deed of Gift of Easement dated August 1, 1999, and recorded as Instrument Number 990024586 in the Clerk’s Office of the Circuit Court of the City of Norfolk, Virgnia.

Together with that certain 10’x15’ private sign easement more particularly described in that Sign Easement Agreement dated January 31, 2003, and recorded as Instrument Number 030003880 in the Clerk’s Office of the Circuit Court of the City of Norfolk, Virginia.

Together with that certain forty (40) foot ingress/egress easement described in that Deed of Easement dated January 31, 2003, and recorded as Instrument Number 030003881 in the Clerk’s Office of the Circuit Court of the City of Norfolk, Virginia.

Together with that private variable width ingress/egress and utility easement described in that Mutual Easement Agreement dated January 31, 2003 and recorded as Instrument Number 030003882 in the Clerk’s Office of the Circuit Court of the City of Norfolk, Virginia.

EXHIBIT A-63

The Landing at Parkwood Village

1720 Parkwood Boulevard

Wilson, North Carolina

(See attached copy.)

EXHIBIT A-63

LEGAL DESCRIPTION

LANDING AT PARKWOOD

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

Being all of that property described as LOT 4, as shown on the plat entitled “MINOR SUBDIVISION PLAT FOR PARKWOOD VILLAGE”, recorded in PLAT BOOK 32, PAGE 79, in the office of the Register of Deeds of Wilson County, North Carolina.

EASEMENT TRACT:

Commencing at an existing iron pin located in the southeast corner of the property, now or formerly, of Robin A. Mercer (Plat Book 17, Page 271 of the Wilson County Registry) (NC Grid Co-ordinate ‘83 NAD ###-###-#### ###-###-####), said pin being located in the western margin of the existing eighty foot (80’) public right-of-way of Parkwood Boulevard and the northeast corner of Lot 4 of Parkwood Village (Plat Book 32, Page 79); thence with the eastern line of Lot 4 of Parkwood Village (Plat Book 32, Page 79) S14 deg. 36’ 24” W 322.88 feet to an existing iron pin in the northeast corner of Lot 3 of Parkwood Village (Plat Book 32, Page 79); thence with the eastern line of Lot 3 Parkwood Village S 14 deg 36’ 24” W 8.00 feet to the true point of BEGINNING; thence N 75 deg. 23’ 36” W 52.24 feet to a point; thence N 14 deg. 36’ 24” E 8.00 feet to a point; thence N 75 deg 23’ 36” W 30.00 feet to a point; thence S 14 deg. 36’ 24” W 48.00 feet to a point; thence S 75 deg. 23’ 36” E 82.24 feet to a point in the western margin of the existing eighty foot (80’) right-of-way of Parkwood Boulevard; thence with the western margin of Parkwood Boulevard N 14 deg. 36’ 24” E 40.00 feet to the point and place of Beginning, and being all of that 40 foot and 30 foot private cross access easement as shown on the Minor

Subdivision Plat for Parkwood Village recorded in Plat Book 32, Page 79, Wilson County Registry.

SCHEDULE 1

PROPERTY-SPECIFIC INFORMATION