PARTIAL TERMINATION OF AND EIGHTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2)
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 00000 Xxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxx (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/ Xxxxx X. Xxxxxxx |
|
|
Xxxxx X. Xxxxxxx |
|
|
President |
|
|
|
|
SPTMNR PROPERTIES TRUST |
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxxxxx |
|
|
Xxxxx X. Xxxxxxx |
|
|
President |
|
|
|
|
SNH/LTA PROPERTIES GA LLC |
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxxxxx |
|
|
Xxxxx X. Xxxxxxx |
|
|
President |
|
|
|
|
SNH/LTA PROPERTIES TRUST |
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxxxxx |
|
|
Xxxxx X. Xxxxxxx |
|
|
President |
|
|
|
|
O.F.C. CORPORATION |
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxxxxx |
|
|
Xxxxx X. Xxxxxxx |
|
|
President |
|
|
|
|
SNH CHS PROPERTIES TRUST |
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxxxxx |
|
|
Xxxxx X. Xxxxxxx |
|
|
President |
|
|
|
|
CCC OF KENTUCKY TRUST |
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxxxxx |
|
|
Xxxxx X. Xxxxxxx |
|
|
President |
- 3 -
|
LEISURE PARK VENTURE LIMITED PARTNERSHIP |
|
|
|
|
|
By: |
CCC Leisure Park Corporation, |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Xxxxx X. Xxxxxxx |
|
|
Xxxxx X. Xxxxxxx |
|
|
President |
|
|
|
|
CCDE SENIOR LIVING LLC |
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxxxxx |
|
|
Xxxxx X. Xxxxxxx |
|
|
President |
|
|
|
|
CCOP SENIOR LIVING LLC |
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxxxxx |
|
|
Xxxxx X. Xxxxxxx |
|
|
President |
|
|
|
|
CCC PUEBLO NORTE TRUST |
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxxxxx |
|
|
Xxxxx X. Xxxxxxx |
|
|
President |
|
|
|
|
CCC RETIREMENT COMMUNITIES II, L.P. |
|
|
|
|
|
By: |
Crestline Ventures LLC, |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Xxxxx X. Xxxxxxx |
|
|
Xxxxx X. Xxxxxxx |
|
|
President |
|
|
|
|
CCC INVESTMENTS I, L.L.C. |
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxxxxx |
|
|
Xxxxx X. Xxxxxxx |
|
|
President |
- 4 -
|
CCC FINANCING I TRUST |
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxxxxx |
|
|
Xxxxx X. Xxxxxxx |
|
|
President |
|
|
|
|
CCC FINANCING LIMITED, L.P. |
|
|
|
|
|
By: |
CCC Retirement Trust, |
|
|
its General Partner |
|
|
|
|
By: |
/s/ Xxxxx X. Xxxxxxx |
|
|
Xxxxx X. Xxxxxxx |
|
|
President |
|
|
|
|
SNH SOMERFORD PROPERTIES TRUST |
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxxxxx |
|
|
Xxxxx X. Xxxxxxx |
|
|
President |
- 5 -
|
TENANT: |
|
|
FIVE STAR QUALITY CARE TRUST |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxxxx Xx. |
|
|
Xxxxx X. Xxxxxx Xx. |
|
|
President |
|
|
|
|
|
|
|
FS TENANT HOLDING COMPANY TRUST |
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxxxx Xx. |
|
|
Xxxxx X. Xxxxxx Xx. |
|
|
President |
- 6 -
SCHEDULE 1
PROPERTY-SPECIFIC INFORMATION
|
Exhibit |
|
Base Gross Revenues (Calendar Year) |
Base Gross Revenues (Dollar Amount) |
Commencement |
Interest Rate |
|
A-1 |
Ashton Gables in Riverchase Xxxxxxxxxx, XX 00000 |
2009 |
$2,121,622 |
08/01/2008 |
8% |
|
X-0 |
Xxxxxxxx Xxxxxxx 0000 Xxxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000 |
2009 |
$2,692,868 |
08/01/2008 |
8% |
|
A-3 |
Forum at Pueblo Norte 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 |
2005 |
$11,470,312 |
01/11/2002 |
10% |
|
A-4 |
La Salette Health and Rehabilitation Center 000 Xxxx Xxxxxx Xxxxxx Xxxxxxxx, XX 00000 |
2005 |
$7,726,002 |
12/31/2001 |
10% |
|
A-5 |
Thousand Oaks Health Care Center 93 West Avenida de Los Arboles Xxxxxxxx Xxxx, XX 00000 |
2005 |
$8,087,430 |
12/31/2001 |
10% |
|
X-0 |
Xxxxxxx Xxxxx Nursing & Rehabilitation Center 000 Xxxxxxxx Xxxxxx Xxxxx Xxxx, XX 00000 |
2005 |
$4,104,100 |
12/31/2001 |
10% |
|
X-0 |
Xxxxxxx Xxxxxxx Care Center 000 Xxxx Xxx Xxxxx Xxxxxx Xxxxxxxx Xxxxxxx, XX 00000 |
2005 |
$4,799,252 |
12/31/2001 |
10% |
|
A-8 |
Willow Tree Care Center 0000 Xxxxx Xxxx Xxxxxx Xxxxx, XX 00000 |
2005 |
$4,310,982 |
12/31/2001 |
10% |
|
A-9 |
Cedars Healthcare Center 0000 Xxxxxxx Xxxxxx Xxxxxxxx, XX 00000 |
2005 |
$6,964,007 |
12/31/2001 |
10% |
|
X-00 |
Xxxxxxxxx 000 Xxxxxx Xxxx Xxxx Xxxxxx, XX 00000 |
2005 |
$11,410,121 |
01/11/2002 |
10% |
|
X-00 |
Xxxxxxx Xxxxx 0000 Xxxxx Xxxx Xxxxxxxxxx, XX 00000 |
2005 |
$13,446,434 |
01/11/2002 |
10% |
|
X-00 |
Xxxxx Xxxxx Xxxxx 000 Xxxxx Xxxx Xxxxxxxxxx, XX 00000 |
2005 |
$4,430,251 |
01/11/2002 |
10% |
|
A-13 |
Xxxxxxx Manor 0000 Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000 |
2005 |
$9,333,057 |
01/11/2002 |
10% |
|
A-14 |
Forum at Deer Creek 0000 Xxxx Xxxxx Xxxxxxx Xxxx Xxxx. Xxxxxxxxx Xxxxx, XX 00000 |
2005 |
$12,323,581 |
01/11/2002 |
10% |
|
A-15 |
Springwood Court 00000 Xxxxxxx Xxxx Xxxx Xxxxx, XX 00000 |
2005 |
$2,577,612 |
01/11/2002 |
10% |
|
A-16 |
Fountainview 000 Xxxxxxxxx Xxxxxx Xxxxx Xxxx Xxxx Xxxxx, XX 00000 |
2005 |
$7,920,202 |
01/11/2002 |
10% |
|
A-17 |
Morningside of Athens 0000 Xxxxx Xxxxxx Xxxxx Xxxxxx, XX 00000 |
2006 |
$1,560,026 |
11/19/2004 |
9% |
|
Exhibit |
|
Base Gross Revenues (Calendar Year) |
Base Gross Revenues (Dollar Amount) |
Commencement |
Interest Rate |
|
A-18 |
Xxxxx View Senior Living 0000 Xxxxxxxx Xxxx Xxxxxxxx, XX 00000 |
2007 |
$2,108,378 |
11/01/2006 |
8.25% |
|
A-19 |
Intentionally deleted. |
X/X |
X/X |
X/X |
X/X |
|
X-00 |
Xxxx Xxxxxx Care & Rehabilitation 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
2005 |
$3,157,928 |
12/31/2001 |
10% |
|
A-21 |
Meadowood Retirement Community 0000 Xxxxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 |
2009 |
$12,061,814 |
11/01/2008 |
8% |
|
A-22 |
Woodhaven Care Center 000 Xxxx 0xx Xxxxxx Xxxxxxxxx, XX 00000 |
2005 |
$2,704,674 |
12/31/2001 |
10% |
|
A-23 |
Lafayette at Country Place 000 Xxxxx Xxxxxxx Xxxx Xxxxxxxxx, XX 00000 |
2005 |
$4,928,052 |
01/11/2002 |
10% |
|
A-24 |
Lexington Country Place 000 Xxxxx Xxxxxxx Xxxx Xxxxxxxxx, XX 00000 |
2005 |
$8,893,947 |
01/11/2002 |
10% |
|
A-25 |
Intentionally deleted. |
X/X |
X/X |
X/X |
X/X |
|
A-26 |
Intentionally deleted. |
N/A |
N/A |
N/A |
N/A |
|
A-27 |
HeartFields at Bowie 0000 Xxxxxx Xxxxx Xxxx Xxxxx, XX 00000 |
2005 |
$2,436,102 |
10/25/2002 |
10% |
|
A-28 |
HeartFields at Xxxxxxxxx 0000 Xxxxxx Xxxxx Xxxxxxxxx, XX 00000 |
2005 |
$2,173,971 |
10/25/2002 |
10% |
|
A-29 |
Intentionally deleted. |
X/X |
X/X |
X/X |
X/X |
|
A-30 |
Intentionally deleted. |
X/X |
X/X |
X/X |
X/X |
|
A-31 |
Morys Haven 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 |
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 000 Xxxxxxx Xxxxx Xxxxx Xxxxxx, XX 00000 |
2005 |
$4,000,565 |
12/31/2001 |
10% |
|
A-34 |
Intentionally deleted. |
X/X |
X/X |
X/X |
X/X |
|
X-00 |
Xxxxxxxxx Xxxxxxxxxx Center 0000 Xxxx Xxxxx Xxxxxx Xxxxxxx, XX 00000 |
2005 |
$2,284,407 |
12/31/2001 |
10% |
|
A-36 |
Utica Community Care Center 0000 Xxxxxxxxxx Xxxxxx Xxxxx, XX 00000 |
2005 |
$1,950,325 |
12/31/2001 |
10% |
|
X-00 |
Xxxxxxx Xxxx 0000 Xxxxx 00 Xxxxxxxx, XX 00000 |
2005 |
$14,273,446 |
01/07/2002 |
10% |
|
X-00 |
Xxxxxxxxxx Xxxxx 00 Xxxxxxxxxx Xxxx Xxxxxxxxx Township Beaver Falls, PA 15010 |
2006 |
$4,151,818 |
10/31/2005 |
9% |
|
Exhibit |
|
Base Gross Revenues (Calendar Year) |
Base Gross Revenues (Dollar Amount) |
Commencement |
Interest Rate |
|
A-39 |
Mount Xxxxxx of Xxxxxxxxx 000 Xxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 |
2006 |
$2,332,574 |
10/31/2005 |
9% |
|
A-40 |
Overlook Green 0000 Xxxxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 |
2006 |
$3,878,300 |
10/31/2005 |
9% |
|
X-00 |
Xxxxxx Xxxxx Xxxxx 0000 Xxxxxxx 00 Xxxxx Xxxxxx Xxxxx, XX 00000 |
2005 |
$6,138,714 |
01/11/2002 |
10% |
|
A-42 |
Morningside of Xxxxxxxx 0000 XxXxxx Xxxx Xxxxxxxx, XX 00000 |
2006 |
$1,381,775 |
11/19/2004 |
9% |
|
X-00 |
Xxxxxxxx Xxxxx at Boerne 000 Xxxxxxxxxx Xxxxx Xxxxxx, XX 00000 |
2009 |
$1,469,683 |
02/07/2008 |
8% |
|
A-44 |
Forum at Park Lane 0000 Xxxx Xxxx Xxxxxx, XX 00000 |
2005 |
$13,620,931 |
01/11/2002 |
10% |
|
X-00 |
Xxxxxxxx Xxxxx at Fredericksburg 00 Xxxxxxxxx Xxxx Xxxxxxxxxxxxxx, XX 00000 |
2009 |
$1,386,771 |
02/07/2008 |
8% |
|
A-46 |
Intentionally deleted. |
X/X |
X/X |
X/X |
X/X |
|
A-47 |
Intentionally deleted. |
X/X |
X/X |
X/X |
X/X |
|
X-00 |
XxxxxXxxxxx - Xxx Xxxxx Independent Senior Apartments and Meadowmere - Xxxxxxxx Xxxxx - Oak Creek 000 Xxxx Xxxxxxxxx Xxxxx and 000 Xxxx Xxxxx Xxxx Xxx Xxxxx, XX 00000 |
2009 |
$4,189,440 |
01/04/2008 |
8% |
|
X-00 |
Xxxxx Xxxxx Xxxx Healthcare Center 000 Xxxxxxxxx Xxxxx Xxxxxxxx, XX 00000 |
2005 |
$9,211,765 |
12/31/2001 |
10% |
|
A-50 |
The Virginia Health & Rehabilitation Center 0000 Xxxxxxxxx Xxxxxx Xxxxxxxx, XX 00000 |
2005 |
$6,128,045 |
12/31/2001 |
10% |
|
A-51 |
Reserve at Greenbriar 0000 Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxx |
0000 |
$2,508,269 |
06/20/2011 |
7.5% |
|
X-00 |
Xxxxx xx Xx. Xxxxx Xxxx 000 X.X. Cashmere Boulevard Port St. Lucie, Florida |
2012 |
$2,903,642 |
07/22/2011 |
7.5% |
|
A-53 |
Forum at Desert Harbor 00000 Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx, XX 00000 |
2005 |
$9,830,918 |
01/11/2002 |
10.0% |
|
A-54 |
Forum at Tucson Xxxxxx, XX 00000 |
2005 |
$13,258,998 |
01/11/2002 |
10.0% |
|
X-00 |
Xxxx Xxxxxx at Coral Springs Xxxxx Xxxxxxx, XX 00000 |
2005 |
$11,229,677 |
01/11/2002 |
10.0% |
|
A-56 |
Gables at Winchester Xxxxxxxxxx, XX 00000 |
2005 |
$6,937,852 |
01/11/2002 |
10.0% |
|
A-57 |
Forum at Memorial Xxxxx Xxxxxxx, XX 00000 |
2005 |
$19,734,400 |
01/11/2002 |
10.0% |
