PARTIAL TERMINATION OF AND SEVENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4)
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 000 Xxxxx Xxxxx, Xxxxxxxx, Xxxx, 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 XX XXXXXXXX NEW BERN LLC | |||
SPTIHS PROPERTIES TRUST | |||
By: | /s/ Xxxxxxxx X. Xxxxxxx | ||
Xxxxxxxx X. Xxxxxxx | |||
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 XX XXXXXXXX NEW BERN LLC | |||
By: | /s/ Xxxxxxxxx X. Xxxxxx | ||
Xxxxxxxxx X. Xxxxxx | |||
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 |
X-0 | Xxxxxxxxx Xxxxx - Xxxxxxxx 0000 Xxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 | 2009 | $3,515,630 | 03/31/2008 | 8% |
X-0 | Xx Xxxxx Xxxxxx Xxxx Xxxxxx 0000 Little Bookcliff Xxxxx Xxxxx Xxxxxxxx, XX 00000 | 2005 | $5,205,189 | 12/31/2001 | 10% |
A-3 | Court at Xxxx-Xxxx 0000 Xxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxx, XX 00000 | 2007 | $12,992,201 | 09/01/2006 | 8.25% |
X-0 | Xxxx Xxxxx xx Xxx Xxxx 0000 XxXxxxxx Xxxxxxxxx Xxx Xxxx, XX 00000 | 2012 | $2,742,228 | 06/20/2011 | 7.50% |
X-0 | XxXxxxxx Xxxxx X 0000 XxXxxxxx Xxxx Xxx Xxxx, XX 00000 | 2012 | $3,050,293* | 6/20/2011 | 7.50% |
X-0 | Xxxxxxxxx Xxxxxxx 0000 Xxxxxxxx Xxxx Xxxxxx, XX 00000 | 2006 | $2,240,421 | 06/03/2005 | 9% |
A-7 | Intentionally deleted. | X/X | X/X | X/X | X/X |
X-0 | Xxxxxxx Xxxxxxx 000 Xxxxxxxxx Xxxx Xxxxxxxxxxx, XX 00000 | 2007 | $1,802,414 | 09/01/2006 | 8.25% |
X-0 | Xxxxxxxx Xxxx Xxxxx 0000 Xxxx 00xx Xxxxxx Xxxxxxxx Xxxx, XX 00000 | 2005 | $2,539,735 | 10/25/2002 | 10% |
X-00 | Xxxxxxxxxxx xx Xxxxxxxx 0000 Xxxx Xxxxxxxx Xxxxxxxx, XX 00000 | 2006 | $1,197,256 | 11/19/2004 | 9% |
X-00 | Xxx Xxxxxxxxxxxx xx Xxxxxxxx 000 Neighborly Xxxxx Xxxxxxxx, XX 00000 | 2007 | $1,893,629 | 11/05/2006 | 8.25% |
X-00 | Xxxxxxxxxx Xxxx Xxxxxxxxxx Xxxxxxx 000 Centennial Xxxxxx Xxxxx Xxxxxx, XX 00000 | 2009 | $6,624,481 | 02/17/2008 | 8% |
X-00 | Xxxxxxxx Assisted Living 3030 Xxxxx 00xx Xxxxxx Xxxxx, XX 00000 | 2006 | $2,210,173 | 06/03/2005 | 9% |
X-00 | XxxXxxxxxx xx Xxxxxx Xxxx 000 Xxxxxx Landing Road Cherry Hill, NJ 08002 | 2018 | TBD | 12/29/2003 | 10% |
A-15 | NewSeasons at Xxxxx Xxxxxxxxx 0 Xxxxxxxx Xxxxx Xxxxx Xxxxxxxxx, XX 00000 | 2018 | TBD | 12/29/2003 | 10% |
A-16 | NewSeasons at New Britain 800 Xxxxx Xxxxx Xxxxxxxx, XX 00000 | 2018 | TBD | 12/29/2003 | 10% |
A-17 | NewSeasons at Clarks Xxxxxx 000 Xxxxxx Xxxxxxx Xxxxxx Xxxxxx, XX 00000 | 2018 | TBD | 12/29/2003 | 10% |
A-18 | NewSeasons at Xxxxx 000 Xxxxx Xxxxxxxxx Xxxx Xxxxx, XX 00000 | 2018 | TBD | 12/29/2003 | 10% |
X-00 | XxxXxxxxxx xx Xxxx Xxxxx (Xxxxxxxxxxxx) 000 Baltimore Xxxx Xxxx Xxxxx, XX 00000 | 2018 | TBD | 12/29/2003 | 10% |
A-20 | NewSeasons at Xxxxxxx Court 700 Xxxxxxxxxxx Xxxxxx Xxxxxxxx, XX 00000 | 2018 | TBD | 12/29/2003 | 10% |
X-00 | Xxxxxxxxxxx xx Xxxxxxxxx 000 Enterprise Xxxxx Xxxxxxxxx, XX 00000 | 2006 | $1,322,836 | 06/03/2005 | 9% |
A-22 | Montevista at Xxxxxxxx 0000 Xxxxxxxxx Xxxxxx Xx Xxxx, XX 00000 | 2005 | $8,149,609 | 01/11/2002 | 10% |
X-00 | Xxxxxxxx Xxxxxxx at Poquoson 531 Xxxxx Xxxxx Xxxx Xxxxxxxx, XX 00000 | 2005 | $1,359,832 | 5/30/2003 | 10% |
A-24 | Morningside in the Xxxx Xxx 0000 Xxxxxxxx Xxxx Xxxxxxxx, XX 00000 | 2006 | $3,792,363 | 11/19/2004 | 9% |
A-25 | Worland Healthcare & Rehabilitation Center 1901 Xxxxxx Xxxxxx Xxxxxxx, XX 00000 | 2005 | $3,756,035 | 12/31/2001 | 10% |
A-26 | Xxxxxxx Xxxxx at Alvamar 1501 Xxxxxxxxx Xxxxx Xxxxxxxx, XX 00000 | 2010 | $14,988,426 | 10/01/2009 | 8.75% |
X-00 | XxXxxxxx Xxxxx XX 0000 XxXxxxxx Xxxxxxxxx Xxx Xxxx, Xxxxx Xxxxxxxx | 0000 | $3,050,293* | 06/20/2011 | 7.5% |
X-00 | Xxxxxxxxx Xxxx X & XX 00000 and 00000 Xxxxxx Xxxxx Xxx Xxxxx, XX 00000 | 2005 | $20,853,252 | 01/11/2002 | 10.0% |
X-00 | Xxxxxxxx Xxxxxx Xxx Xxxxxxxx Xxxxxx Xxxxx Xxxxxxxx, XX 00000 | 2007 | $6,931,887 | 10/01/2006 | 9.0% |
X-00 | Xxxxxxxxxxx xx Xxxxxxxxx 0000 Xxxx Xxxxxxx Xxxxxxxxxx, XX 00000 | 2006 | $4,992,156 | 11/19/2004 | 9.0% |
* Base Gross Revenues (and Gross Revenues) for XxXxxxxx Court I and XxXxxxxx Court II are combined.
