EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED LEASE AGREEMENT
Exhibit 10.10
EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED LEASE AGREEMENT
THIS EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED LEASE AGREEMENT (this “Amendment”) is made and entered into as of November 1, 2006 by and among each of the parties identified on the signature page hereof as a landlord, as landlord (collectively, “Landlord”), and FIVE STAR QUALITY CARE TRUST, a Maryland business trust, as tenant (“Tenant”).
W I T N E S S E T H:
WHEREAS, pursuant to the terms of that certain Second Amended and Restated Lease Agreement, dated as of November 19, 2004, as amended by that certain First Amendment of Lease, dated as of May 17, 2005, that certain Second Amendment to Second Amended and Restated Lease Agreement, dated as of June 3, 2005, that certain Third Amendment to Second Amended and Restated Lease Agreement, dated as of October 31, 2005, that certain Third Amendment to Second Amended and Restated Lease Agreement, dated as of December 30, 2005, that certain Letter Agreement, dated as of March 13, 2006, that certain Fifth Amendment to Second Amended and Restated Lease Agreement, dated as of September 1, 2006, that certain Sixth Amendment to Second Amended and Restated Lease Agreement, dated as of October 1, 2006, and that certain Seventh Amendment to Second Amended and Restated Lease Agreement, dated as of October 1, 2006 (as so amended, the “Consolidated 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 Consolidated Lease), all as more particularly described in the Consolidated Lease; and
WHEREAS, on or about the date hereof, SNH/LTA Properties GA LLC has acquired certain real property and related improvements known as Xxxxx View Senior Living and located at 0000 Xxxxxxxx Xxxx, Xxxxxxxx Xxxxxxx, as more particularly described on Exhibit A-95 attached hereto (the “Xxxxx View Property”); and
WHEREAS, SNH/LTA Properties GA LLC, the other entities comprising Landlord and Tenant wish to amend the Consolidated Lease to include the Xxxxx View 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 as follows:
1. Definition of Minimum Rent. The definition of the term “Minimum Rent” set forth in Section 1.69 of the Consolidated Lease is hereby deleted in its entirety and replaced with the following:
“Minimum Rent” shall mean the sum of Thirty-Nine Million Four Hundred Eleven Thousand Six Hundred Sixty-Seven and 00/100 Dollars ($39,411,667.00) per annum.
2. Definition of Savannah Square Lease. The definition for the term “Savannah Square Lease” set forth in Section 1.101 of the Consolidated Lease is hereby deleted in its entirety and replaced with the following:
“Savannah Square Lease” shall mean that certain Lease Agreement, dated as of October 1, 2006, between Savannah Square, Inc., as landlord, and Five Star Quality Care-Savannah, LLC, as tenant.
3. Definition of Hermitage/Xxxxx View Properties. The definition for the term “Hermitage Properties” set forth in Section 1.103 of the Consolidated Lease is hereby deleted in its entirety and replaced with the following new definition of “Hermitage/Xxxxx View Properties”:
“Hermitage/Xxxxx View Properties” shall mean the Properties located on the Land described in Exhibits A-93 through A-95 attached hereto.
4. Leased Property. Section 2.1 of the Consolidated Lease is hereby amended by deleting subsection (a) in its entirety and replacing it with the following:
(a) those certain tracts, pieces and parcels of land as more particularly described in Exhibits A-1 through A-95 attached hereto and made a part hereof (the “Land”).
5. Replacement of Defined Term “Hermitage Properties”. The Consolidated Lease is hereby amended by deleting each reference therein to the defined terms “Hermitage Property” or “Hermitage Properties” and replacing them with references to “Hermitage/Xxxxx View Property” or “Hermitage/Xxxxx View Properties” (as applicable).
6. Exhibit A. Exhibit A to the Consolidated Lease is hereby amended by adding Exhibit A-95 attached hereto following Exhibit A-94 to the Consolidated Lease.
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7. Ratification. As amended hereby, the Consolidated Lease is hereby ratified and confirmed.
[Signature page follows.]
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IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be duly executed, as a sealed instrument, as of the date first set forth above.
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LANDLORD: |
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ELLICOTT CITY LAND I LLC, ELLICOTT CITY LAND II LLC, HRES2 PROPERTIES TRUST, SNH CHS PROPERTIES TRUST, SPTIHS PROPERTIES TRUST, SPT-MICHIGAN TRUST, SPTMNR PROPERTIES TRUST, SNH/LTA PROPERTIES TRUST and SNH/LTA PROPERTIES GA LLC |
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By: |
/s/ Xxxx X. Xxxxxxx |
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Xxxx X. Xxxxxxx |
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Treasurer of each of the foregoing entities |
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TENANT: |
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FIVE STAR QUALITY CARE TRUST |
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By: |
/s/ Xxxxx X. Xxxxxx Xx. |
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Xxxxx X. Xxxxxx Xx. |
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Treasurer, Chief Financial |
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The following exhibit has been omitted and will be supplementally furnished to the Securities and Exchange Commission upon request:
EXHIBIT A-95 — Xxxxx View Property
