AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 1, 2017 by and among SENIOR HOUSING PROPERTIES TRUST,Credit Agreement • August 3rd, 2017 • Senior Housing Properties Trust • Real estate investment trusts • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of August 1, 2017 by and among SENIOR HOUSING PROPERTIES TRUST, a real estate investment trust formed under the laws of the State of Maryland (the “Borrower”), each of WELLS FARGO SECURITIES, LLC, RBC CAPITAL MARKETS, CITIGROUP GLOBAL MARKETS INC. and PNC CAPITAL MARKETS LLC, as Joint Lead Arrangers and Joint Bookrunners (each a “Lead Arranger”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.6. (the “Lenders”), each of ROYAL BANK OF CANADA, CITIBANK, N.A. and PNC BANK, NATIONAL ASSOCIATION, as Syndication Agents (each a “Syndication Agent”), each of BANK OF AMERICA, N.A., COMPASS BANK, MIZUHO BANK, LTD., SUMITOMO MITSUI BANKING CORPORATION, BMO HARRIS BANK, N.A. and REGIONS BANK, as Documentation Agents (each a “Documentation Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).
AMENDED AND RESTATED TERM LOAN AGREEMENT Dated as of August 1, 2017 by and among SENIOR HOUSING PROPERTIES TRUST,Term Loan Agreement • August 3rd, 2017 • Senior Housing Properties Trust • Real estate investment trusts • New York
THIS AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Agreement”) dated as of August 1, 2017 by and among SENIOR HOUSING PROPERTIES TRUST, a real estate investment trust formed under the laws of the State of Maryland (the “Borrower”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.5. (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), with each of WELLS FARGO SECURITIES, LLC and PNC CAPITAL MARKETS LLC, as Joint Lead Arrangers and Joint Bookrunners (each a “Lead Arranger”), PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent (the “Syndication Agent”) and MIZUHO BANK (USA), as Documentation Agent (the “Documentation Agent”).
TENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2)Master Lease Agreement • August 3rd, 2017 • Senior Housing Properties Trust • Real estate investment trusts
THIS TENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) (this “Amendment”) is made and entered into as of August 1, 2017, 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”).
June 1, 2017 Five Star Senior Living Inc. 400 Centre Street Newton, Massachusetts 02458 Attn: Mr. Bruce J. Mackey Jr.Master Lease Agreement • August 3rd, 2017 • Senior Housing Properties Trust • Real estate investment trusts
Reference is made to that certain Amended and Restated Master Lease Agreement (Lease No. 2), dated as of August 4, 2009, among certain affiliates of Senior Housing Properties Trust, all of whom are signing this letter as Landlord (“Landlord”), and certain affiliates of Five Star Senior Living Inc., all of whom are signing this letter as Tenant (“Tenant”), 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
June 1, 2017 Five Star Senior Living Inc. 400 Centre Street Newton, Massachusetts 02458 Attn: Mr. Bruce J. Mackey Jr.Master Lease Agreement • August 3rd, 2017 • Senior Housing Properties Trust • Real estate investment trusts
Reference is made to that certain Amended and Restated Master Lease Agreement (Lease No. 4), dated as of August 4, 2009, among certain affiliates of Senior Housing Properties Trust, all of whom are signing this letter as Landlord (“Landlord”), and certain affiliates of Five Star Senior Living Inc., all of whom are signing this letter as Tenant (“Tenant”), 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, and that certain Fifth Amendment to Amended and Restated Master Lease Agreement (Lease No. 4), dated as of July 10, 2014 (as
June 1, 2017 FVE Managers, Inc. 400 Centre Street Newton, Massachusetts 02458 Attn: Mr. Bruce J. Mackey Jr.Management Agreement • August 3rd, 2017 • Senior Housing Properties Trust • Real estate investment trusts
Reference is made to that certain Management Agreement, dated as of December 1, 2011, between FVE Managers, Inc. and SNH CALI Tenant LLC (the “Management Agreement”), as affected by that certain Pooling Agreement No. 3, dated as of July 1, 2016, among FVE Managers, Inc., SNH CALI Tenant LLC and certain other affiliates of Senior Housing Properties Trust ("Pooling Agreement No. 3"). Capitalized terms used and not otherwise defined in this letter shall have the meanings given such terms in the Management Agreement or Pooling Agreement No. 3, as applicable.
SECOND AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • August 3rd, 2017 • Senior Housing Properties Trust • Real estate investment trusts • New York
THIS SECOND AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) dated as of August 1, 2017, by and among SENIOR HOUSING PROPERTIES TRUST, a real estate investment trust organized under the laws of the State of Maryland (the “Borrower”), each of the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (together with its successors and assigns, the “Administrative Agent”).
