PARTIAL TERMINATION OF AND EIGHTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2)
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 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ (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 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.
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LANDLORD: |
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SPTIHS PROPERTIES TRUST |
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President |
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SPTMNR PROPERTIES TRUST |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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President |
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SNH/LTA PROPERTIES GA LLC |
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President |
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SNH/LTA PROPERTIES TRUST |
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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President |
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O.F.C. CORPORATION |
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By: |
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President |
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SNH CHS PROPERTIES TRUST |
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CCC OF KENTUCKY TRUST |
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President |
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LEISURE PARK VENTURE LIMITED PARTNERSHIP |
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CCC Leisure Park Corporation, |
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its General Partner |
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President |
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CCDE SENIOR LIVING LLC |
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President |
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CCOP SENIOR LIVING LLC |
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CCC PUEBLO NORTE TRUST |
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President |
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CCC RETIREMENT COMMUNITIES II, L.P. |
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Crestline Ventures LLC, |
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its General Partner |
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CCC INVESTMENTS I, L.L.C. |
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President |
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CCC FINANCING I TRUST |
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President |
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CCC FINANCING LIMITED, L.P. |
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CCC Retirement Trust, |
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its General Partner |
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By: |
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President |
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SNH SOMERFORD PROPERTIES TRUST |
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President |
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TENANT: |
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FIVE STAR QUALITY CARE TRUST |
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By: |
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President |
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FS TENANT HOLDING COMPANY TRUST |
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President |
- 6 -
SCHEDULE 1
PROPERTY-SPECIFIC INFORMATION
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Exhibit |
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Base Gross Revenues (Calendar Year) |
Base Gross Revenues (Dollar Amount) |
Commencement |
Interest Rate |
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A-1 |
Ashton Gables in Riverchase ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2009 |
$2,121,622 |
08/01/2008 |
8% |
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▇-▇ |
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2009 |
$2,692,868 |
08/01/2008 |
8% |
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A-3 |
Forum at Pueblo Norte ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$11,470,312 |
01/11/2002 |
10% |
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A-4 |
La Salette Health and Rehabilitation Center ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$7,726,002 |
12/31/2001 |
10% |
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A-5 |
Thousand Oaks Health Care Center 93 West Avenida de Los Arboles ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$8,087,430 |
12/31/2001 |
10% |
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▇-▇ |
▇▇▇▇▇▇▇ ▇▇▇▇▇ Nursing & Rehabilitation Center ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$4,104,100 |
12/31/2001 |
10% |
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Care Center ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$4,799,252 |
12/31/2001 |
10% |
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A-8 |
Willow Tree Care Center ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$4,310,982 |
12/31/2001 |
10% |
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Exhibit |
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Base Gross Revenues (Calendar Year) |
Base Gross Revenues (Dollar Amount) |
Commencement |
Interest Rate |
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A-9 |
Cedars Healthcare Center ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$6,964,007 |
12/31/2001 |
10% |
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▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$11,410,121 |
01/11/2002 |
10% |
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▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$13,446,434 |
01/11/2002 |
10% |
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▇-▇▇ |
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$4,430,251 |
01/11/2002 |
10% |
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A-13 |
▇▇▇▇▇▇▇ Manor ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$9,333,057 |
01/11/2002 |
10% |
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A-14 |
Forum at Deer Creek ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$12,323,581 |
01/11/2002 |
10% |
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A-15 |
Springwood Court ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$2,577,612 |
01/11/2002 |
10% |
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A-16 |
Fountainview ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$7,920,202 |
01/11/2002 |
10% |
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A-17 |
Morningside of Athens ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2006 |
$1,560,026 |
11/19/2004 |
9% |
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▇-▇▇ |
▇▇▇▇▇ View Senior Living ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2007 |
$2,108,378 |
11/01/2006 |
8.25% |
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A-19 |
Intentionally deleted. |
▇/▇ |
▇/▇ |
▇/▇ |
▇/▇ |
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▇-▇▇ |
▇▇▇▇ ▇▇▇▇▇▇ Care & Rehabilitation ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$3,157,928 |
12/31/2001 |
10% |
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Exhibit |
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Base Gross Revenues (Calendar Year) |
Base Gross Revenues (Dollar Amount) |
Commencement |
Interest Rate |
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A-21 |
Meadowood Retirement Community ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2009 |
$12,061,814 |
11/01/2008 |
8% |
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A-22 |
Woodhaven Care Center ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$2,704,674 |
12/31/2001 |
10% |
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A-23 |
Lafayette at Country Place ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$4,928,052 |
01/11/2002 |
10% |
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A-24 |
Lexington Country Place ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$8,893,947 |
01/11/2002 |
10% |
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A-25 |
Intentionally deleted. |
▇/▇ |
▇/▇ |
▇/▇ |
▇/▇ |
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A-26 |
Intentionally deleted. |
N/A |
N/A |
N/A |
N/A |
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A-27 |
HeartFields at Bowie ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$2,436,102 |
10/25/2002 |
10% |
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A-28 |
HeartFields at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$2,173,971 |
10/25/2002 |
10% |
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A-29 |
Intentionally deleted. |
▇/▇ |
▇/▇ |
▇/▇ |
▇/▇ |
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A-30 |
Intentionally deleted. |
▇/▇ |
▇/▇ |
▇/▇ |
▇/▇ |
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A-31 |
Morys Haven ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$2,440,714 |
12/31/2001 |
10% |
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A-32 |
Intentionally deleted. |
N/A |
N/A |
N/A |
N/A |
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A-33 |
Wedgewood Care Center ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$4,000,565 |
12/31/2001 |
10% |
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A-34 |
Intentionally deleted. |
N/A |
N/A |
N/A |
N/A |
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Exhibit |
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Base Gross Revenues (Calendar Year) |
Base Gross Revenues (Dollar Amount) |
Commencement |
Interest Rate |
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A-35 |
Crestview Healthcare Center ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$2,284,407 |
12/31/2001 |
10% |
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A-36 |
Utica Community Care Center ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$1,950,325 |
12/31/2001 |
10% |
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▇-▇▇ |
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$14,273,446 |
01/07/2002 |
10% |
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▇-▇▇ |
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2006 |
$4,151,818 |
10/31/2005 |
9% |
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▇-▇▇ |
▇▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2006 |
$2,332,574 |
10/31/2005 |
9% |
|
A-40 |
Overlook Green ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2006 |
$3,878,300 |
10/31/2005 |
9% |
|
▇-▇▇ |
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$6,138,714 |
01/11/2002 |
10% |
|
A-42 |
Morningside of ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2006 |
$1,381,775 |
11/19/2004 |
9% |
|
▇-▇▇ |
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at Boerne ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2009 |
$1,469,683 |
02/07/2008 |
8% |
|
A-44 |
Forum at Park Lane ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$13,620,931 |
01/11/2002 |
10% |
|
Exhibit |
|
Base Gross Revenues (Calendar Year) |
Base Gross Revenues (Dollar Amount) |
Commencement |
Interest Rate |
|
A-45 |
Heritage Place at Fredericksburg ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2009 |
$1,386,771 |
02/07/2008 |
8% |
|
A-46 |
Intentionally deleted. |
▇/▇ |
▇/▇ |
▇/▇ |
▇/▇ |
|
A-47 |
Intentionally deleted. |
▇/▇ |
▇/▇ |
▇/▇ |
▇/▇ |
|
▇-▇▇ |
▇▇▇▇▇▇▇▇▇▇▇ - ▇▇▇ ▇▇▇▇▇ Independent Senior Apartments and Meadowmere - ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ - Oak Creek ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2009 |
$4,189,440 |
01/04/2008 |
8% |
|
▇-▇▇ |
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Healthcare Center ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$9,211,765 |
12/31/2001 |
10% |
|
A-50 |
The Virginia Health & Rehabilitation Center ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$6,128,045 |
12/31/2001 |
10% |
|
A-51 |
Reserve at Greenbriar ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ |
▇▇▇▇ |
$2,508,269 |
06/20/2011 |
7.5% |
|
▇-▇▇ |
▇▇▇▇▇ ▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇.▇. Cashmere Boulevard Port St. Lucie, Florida |
2012 |
$2,903,642 |
07/22/2011 |
7.5% |
|
A-53 |
Forum at Desert Harbor ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$9,830,918 |
01/11/2002 |
10.0% |
|
A-54 |
Forum at Tucson ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$13,258,998 |
01/11/2002 |
10.0% |
|
Exhibit |
|
Base Gross Revenues (Calendar Year) |
Base Gross Revenues (Dollar Amount) |
Commencement |
Interest Rate |
|
A-55 |
Park Summit at Coral Springs ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$11,229,677 |
01/11/2002 |
10.0% |
|
A-56 |
Gables at Winchester ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$6,937,852 |
01/11/2002 |
10.0% |
|
A-57 |
Forum at Memorial ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
2005 |
$19,734,400 |
01/11/2002 |
10.0% |