PARTIAL TERMINATION OF AND NINTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 1)
Exhibit 10.1
PARTIAL TERMINATION OF AND NINTH AMENDMENT TO
AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 1)
THIS PARTIAL TERMINATION OF AND NINTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 1) (this “Amendment”) is made and entered into as of August 1, 2013 by and among each of the parties identified on the signature pages hereof as a landlord (collectively, “Landlord”) and FIVE STAR QUALITY CARE TRUST, a Maryland business trust (“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. 1), 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. 1), dated as of October 1, 2009, that certain Second Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of November 17, 2009, that certain Third Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of December 10, 2009, that certain Partial Termination of and Fourth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of August 1, 2010, that certain Fifth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of May 1, 2011, that certain Partial Termination of and Sixth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of June 1, 2011, that certain Seventh Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of June 20, 2011, and that certain Eighth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of August 31, 2012 (as so amended, “Amended Lease No. 1”), 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. 1), all as more particularly described in Amended Lease No. 1; and
WHEREAS, simultaneously herewith, SPTIHS Properties Trust is selling a portion of the Leased Property consisting of the real property and related improvements known as the Arbor View Healthcare and Rehabilitation Center and located at 1317 North 36th Street, Saint Joseph, Missouri, as more particularly described on Exhibit A-29 to Amended Lease No. 1 (the “Arbor View Property”); and
WHEREAS, in connection with the sales of the Arbor View Property, SPTIHS Properties Trust, the other entities comprising Landlord and Tenant wish to amend Amended Lease No. 1 to terminate Amended Lease No. 1 with respect to the Arbor 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 that, effective as of the date hereof, Amended Lease No. 1 is hereby amended as follows:
1. Partial Termination of Amended Lease No. 1. Amended Lease No. 1 is terminated with respect to the Arbor View Property and neither Landlord nor Tenant shall have any further rights or liabilities thereunder with respect to the Arbor View Property from and after
the date hereof, except for those rights and liabilities which by their terms survive the termination of Amended Lease No. 1.
2. Definition of Minimum Rent. The defined term “Minimum Rent” set forth in Section 1.68 of Amended Lease No. 1 is deleted in its entirety and replaced with the following:
“Minimum Rent” shall mean the sum of Fifty-Eight Million Six Hundred Thirty Nine Thousand One Hundred Eighty-Five and 95/100 Dollars ($58,639,185.95) per annum.
3. Schedule 1. Schedule 1 to Amended Lease No. 1 is deleted in its entirety and replaced with Schedule 1 attached hereto.
4. Exhibit A. Exhibit A to Amended Lease No. 1 is amended by deleting the text of Exhibit A-29 attached thereto in its entirety and replacing it with “Intentionally Deleted.”
5. Ratification. As amended hereby, Amended Lease No. 1 is hereby ratified and confirmed.
[Remainder of page intentionally left blank; signature pages follow]
IN WITNESS WHEREOF, the parties have executed this Amendment as a sealed instrument as of the date above first written.
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| LANDLORD: | |
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| SNH SOMERFORD PROPERTIES TRUST | |
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| By: | /s/ David J. Hegarty |
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| David J. Hegarty |
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| President |
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| SPTMNR PROPERTIES TRUST | |
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| By: | /s/ David J. Hegarty |
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| David J. Hegarty |
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| President |
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| SNH/LTA PROPERTIES TRUST | |
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| By: | /s/ David J. Hegarty |
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| David J. Hegarty |
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| President |
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| SPTIHS PROPERTIES TRUST | |
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| By: | /s/ David J. Hegarty |
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| David J. Hegarty |
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| President |
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| SNH CHS PROPERTIES TRUST | |
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| By: | /s/ David J. Hegarty |
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| David J. Hegarty |
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| President |
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| SNH/LTA PROPERTIES GA LLC | |
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| By: | /s/ David J. Hegarty |
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| David J. Hegarty |
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| President |
[Signature Page: Partial Termination of and Ninth Amendment to Amended and Restated
Master Lease Agreement (Lease No. 1)]
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| TENANT: | |
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| FIVE STAR QUALITY CARE TRUST | |
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| By: | /s/ Bruce J. Mackey Jr. |
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| Bruce J. Mackey Jr. |
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| President |
[Signature Page: Partial Termination of and Ninth Amendment to Amended and Restated Master
Lease Agreement (Lease No. 1)]
SCHEDULE 1
PROPERTY-SPECIFIC INFORMATION
| Exhibit |
| Property Address |
| Base Gross Revenues |
| Base Gross Revenues |
| Commencement |
| Interest | |
| A-1 |
| La Mesa Healthcare Center 2470 South Arizona Avenue Yuma, AZ 85364 |
| 2005 |
| $ | 6,333,157 |
| 12/31/2001 |
| 10% |
| A-2 |
| SunQuest Village of Yuma 265 East 24th Street Yuma, AZ 85364 |
| 2005 |
| $ | 543,595 |
| 12/31/2001 |
| 10% |
| A-3 |
| Somerford Place - Encinitas 1350 South El Camino Real Encinitas, CA 92024 |
| 2009 |
| N/A |
| 03/31/2008 |
| 8% | |
| A-4 |
| Somerford Place - Fresno 6075 North Marks Avenue Fresno, CA 93711 |
| 2009 |
| N/A |
| 03/31/2008 |
| 8% | |
| A-5 |
| Lancaster Healthcare Center 1642 West Avenue J Lancaster, CA 93534 |
| 2005 |
| $ | 6,698,648 |
| 12/31/2001 |
| 10% |
| A-6 |
| Somerford Place – Redlands 1319 Brookside Avenue Redlands, CA 92373 |
| 2009 |
| N/A |
| 03/31/2008 |
| 8% | |
| A-7 |
| Somerford Place - Roseville 110 Sterling Court Roseville, CA 95661 |
| 2009 |
| N/A |
| 03/31/2008 |
| 8% | |
| A-8 |
| Leisure Pointe 1371 Parkside Drive San Bernardino, CA 92404 |
| 2007 |
| $ | 1,936,220 |
| 09/01/2006 |
| 8.25% |
| A-9 |
| Van Nuys Health Care Center 6835 Hazeltine Street Van Nuys, CA 91405 |
| 2005 |
| $ | 3,626,353 |
| 12/31/2001 |
| 10% |
| A-10 |
| Mantey Heights Rehabilitation & Care Center 2825 Patterson Road Grand Junction, CO 81506 |
| 2005 |
| $ | 5,564,949 |
| 12/31/2001 |
| 10% |
| A-11 |
| Cherrelyn Healthcare Center 5555 South Elati Street Littleton, CO 80120 |
| 2005 |
| $ | 12,574,200 |
| 12/31/2001 |
| 10% |
| A-12 |
| Somerford House and Somerford Place – Newark I & II 501 South Harmony Road and 4175 Ogletown Road Newark, DE 19713 |
| 2009 |
| N/A |
| 03/31/2008 |
| 8% | |
| A-13 |
| Tuscany Villa Of Naples (aka Buena Vida) 8901 Tamiami Trail East Naples, FL 34113 |
| 2008 |
| $ | 2,157,675 |
| 09/01/2006 |
| 8.25% |
| A-14 |
| Intentionally Deleted. |
| N/A |
| N/A |
| N/A |
| N/A | |
| A-15 |
| Morningside of Columbus 7100 South Stadium Drive Columbus, GA 31909 |
| 2006 |
| $ | 1,381,462 |
| 11/19/2004 |
| 9% |
| A-16 |
| Morningside of Dalton 2470 Dug Gap Road Dalton, GA 30720 |
| 2006 |
| $ | 1,196,357 |
| 11/19/2004 |
| 9% |
| A-17 |
| Morningside of Evans 353 North Belair Road |
| 2006 |
| $ | 1,433,421 |
| 11/19/2004 |
| 9% |
| Exhibit |
| Property Address |
| Base Gross Revenues |
| Base Gross Revenues |
| Commencement |
| Interest | |
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| Evans, GA 30809 |
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| A-18 |
| Vacant Land Adjacent to Morningside of Macon 6191 Peake Road Macon, GA 31220 |
| 2006 |
| N/A |
| 11/19/2004 |
| 9% | |
| A-19 |
| Intentionally Deleted. |
| N/A |
| N/A |
| N/A |
| N/A | |
| A-20 |
| Union Park Health Services 2401 East 8th Street Des Moines, IA 50316 |
| 2005 |
| $ | 4,404,678 |
| 12/31/2001 |
| 10% |
| A-21 |
| Park Place 114 East Green Street Glenwood, IA 51534 |
| 2005 |
| $ | 8,109,512 |
| 12/31/2001 |
| 10% |
| A-22 |
| Prairie Ridge Care & Rehabilitation 608 Prairie Street Mediapolis, IA 52637 |
| 2005 |
| $ | 3,234,505 |
| 12/31/2001 |
| 10% |
| A-23 |
| Ashwood Place 102 Leonardwood Frankfort, KY 40601 |
| 2007 |
| $ | 1,769,726 |
| 09/01/2006 |
| 8.25% |
| A-24 |
| Somerford Place - Annapolis 2717 Riva Road Annapolis, MD 21401 |
| 2009 |
| N/A |
| 03/31/2008 |
| 8% | |
| A-25 |
| Somerford Place - Columbia 8220 Snowden River Parkway Columbia, MD 21045 |
| 2009 |
| N/A |
| 03/31/2008 |
| 8% | |
| A-26 |
| Somerford Place - Frederick 2100 Whittier Drive Frederick, MD 21702 |
| 2009 |
| N/A |
| 03/31/2008 |
| 8% | |
| A-27 |
| Somerford Place - Hagerstown 10114 & 10116 Sharpsburg Pike Hagerstown, MD 21740 |
| 2009 |
| N/A |
| 03/31/2008 |
| 8% | |
| A-28 |
| The Wellstead of Rogers 20500 and 20600 South Diamond Lake Road Rogers, MN 55374 |
| 2009 |
| N/A |
| 03/01/2008 |
| 8% | |
| A-29 |
| Intentionally Deleted. |
| N/A |
| N/A |
| N/A |
| N/A | |
| A-30 |
| Hermitage Gardens of Oxford 1488 Belk Boulevard Oxford, MS 38655 |
| 2007 |
| $ | 1,816,315 |
| 10/01/2006 |
| 8.25% |
| A-31 |
| Hermitage Gardens of Southaven 108 Clarington Drive Southaven, MS 38671 |
| 2007 |
| $ | 1,527,068 |
| 10/01/2006 |
| 8.25% |
| A-32 |
| Ashland Care Center 1700 Furnace Street Ashland, NE 68003 |
| 2005 |
| $ | 4,513,891 |
| 12/31/2001 |
| 10% |
| A-33 |
| Blue Hill Care Center 414 North Wilson Street Blue Hill, NE 68930 |
| 2005 |
| $ | 2,284,065 |
| 12/31/2001 |
| 10% |
| A-34 |
| Central City Care Center 2720 South 17th Avenue Central City, NE 68462 |
| 2005 |
| $ | 2,005,732 |
| 12/31/2001 |
| 10% |
| A-35 |
| Intentionally deleted. |
| N/A |
| N/A |
| N/A |
| N/A | |
| A-36 |
| Gretna Community Living Center 700 South Highway 6 Gretna, NE 68028 |
| 2005 |
| $ | 3,380,356 |
| 12/31/2001 |
| 10% |
| Exhibit |
| Property Address |
| Base Gross Revenues |
| Base Gross Revenues |
| Commencement |
| Interest | |
| A-37 |
| Sutherland Care Center 333 Maple Street Sutherland, NE 69165 |
| 2005 |
| $ | 2,537,340 |
| 12/31/2001 |
| 10% |
| A-38 |
| Waverly Care Center 11041 North 137th Street Waverly, NE 68462 |
| 2005 |
| $ | 3,066,135 |
| 12/31/2001 |
| 10% |
| A-39 |
| Intentionally deleted. |
| N/A |
| N/A |
| N/A |
| N/A | |
| A-40 |
| Ridgepointe 5301 Brownsville Road Pittsburgh, PA 15236 |
| 2006 |
| $ | 1,944,499 |
| 10/31/2005 |
| 9% |
| A-41 |
| Mount Vernon of South Park 1400 Riggs Road South Park, PA 15129 |
| 2006 |
| $ | 2,718,057 |
| 10/31/2005 |
| 9% |
| A-42 |
| Morningside of Gallatin 1085 Hartsville Pike Gallatin, TN 37066 |
| 2006 |
| $ | 1,343,801 |
| 11/19/2004 |
| 9% |
| A-43 |
| Walking Horse Meadows 207 Uffelman Drive Clarksville, TN 37043 |
| 2007 |
| $ | 1,471,410 |
| 01/01/2007 |
| 8.25% |
| A-44 |
| Morningside of Belmont 1710 Magnolia Boulevard Nashville, TN 37212 |
| 2006 |
| $ | 3,131,648 |
| 06/03/2005 |
| 9% |
| A-45 |
| Dominion Village at Chesapeake 2856 Forehand Drive Chesapeake, VA 23323 |
| 2005 |
| $ | 1,416,951 |
| 05/30/2003 |
| 10% |
| A-46 |
| Dominion Village at Williamsburg 4132 Longhill Road Williamsburg, VA 23188 |
| 2005 |
| $ | 1,692,753 |
| 05/30/2003 |
| 10% |
| A-47 |
| Heartfields at Richmond 500 North Allen Avenue Richmond, VA 23220 |
| 2005 |
| $ | 1,917,765 |
| 10/25/2002 |
| 10% |
| A-48 |
| Brookfield Rehabilitation and Specialty Care (aka Woodland Healthcare Center) 18741 West Bluemound Road Brookfield, WI 53045 |
| 2005 |
| $ | 13,028,846 |
| 12/31/2001 |
| 10% |
| A-49 |
| Meadowmere - Southport Assisted Living 8350 and 8351 Sheridan Road Kenosha, WI 53143 |
| 2009 |
| N/A |
| 01/04/2008 |
| 8% | |
| A-50 |
| Meadowmere - Madison Assisted Living 5601 Burke Road Madison, WI 53718 |
| 2009 |
| N/A |
| 01/04/2008 |
| 8% | |
| A-51 |
| Sunny Hill Health Care Center 4325 Nakoma Road Madison, WI 53711 |
| 2005 |
| $ | 3,237,633 |
| 12/31/2001 |
| 10% |
| A-52 |
| Mitchell Manor Senior Living 5301 West Lincoln Avenue West Allis, WI 53219 |
| 2009 |
| N/A |
| 01/04/2008 |
| 8% | |
| A-53 |
| Laramie Care Center 503 South 18th Street Laramie, WY 82070 |
| 2005 |
| $ | 4,473,949 |
| 12/31/2001 |
| 10% |
| Exhibit |
| Property Address |
| Base Gross Revenues |
| Base Gross Revenues |
| Commencement |
| Interest | |
| A-54 |
| Haven in Highland Creek 5920 McChesney Drive Charlotte, NC 28269
Laurels in Highland Creek 6101 Clark Creek Parkway Charlotte, NC 28269 |
| 2010 |
| N/A |
| 11/17/2009 |
| 8.75% | |
| A-55 |
| Haven in the Village 13150 Dorman Road Pineville, NC 28134
Laurels in the Village at Carolina Place 13180 Dorman Road Pineville, NC 28134 |
| 2010 |
| N/A |
| 11/17/2009 |
| 8.75% | |
| A-56 |
| Haven in the Summit 3 Summit Terrace Columbia, SC 29229 |
| 2010 |
| N/A |
| 11/17/2009 |
| 8.75% | |
| A-57 |
| Haven in the Village at Chanticleer 355 Berkmans Lane Greenville, SC 29605 |
| 2010 |
| N/A |
| 11/17/2009 |
| 8.75% | |
| A-58 |
| Haven in the Texas Hill Country 747 Alpine Drive Kerrville, TX 78028 |
| 2010 |
| N/A |
| 11/17/2009 |
| 8.75% | |
| A-59 |
| Haven in Stone Oak 511 Knights Cross Drive San Antonio, TX 78258
Laurels in Stone Oak 575 Knights Cross Drive San Antonio, TX 78258 |
| 2010 |
| N/A |
| 11/17/2009 |
| 8.75% | |
| A-60 |
| Eastside Gardens 2078 Scenic Highway North Snellville, GA 30078 |
| 2010 |
| N/A |
| 12/10/2009 |
| 8.75% | |
| A-61 |
| Crimson Pointe 7130 Crimson Ridge Drive Rockford, IL 61107 |
| 2012 |
| N/A |
| 05/01/2011 |
| 8% | |
| A-62 |
| Talbot Park 6311 Granby Street Norfolk, VA 23305 |
| 2012 |
| N/A |
| 06/20/2011 |
| 7.5% | |
| A-63 |
| The Landing at Parkwood Village 1720 Parkwood Boulevard Wilson, NC 27893 |
| 2012 |
| N/A |
| 06/20/2011 |
| 7.5% | |
| A-64 |
| Aspenwood 14400 Homecrest Road Silver Spring, MD 20906 |
| 2005 |
| $ | 4,470,354 |
| 10/25/2002 |
| 10% |
| A-65 |
| HeartFields at Easton 700 Port Street Easton, MD 21601 |
| 2005 |
| $ | 2,545,887 |
| 10/25/2002 |
| 10% |
