PARTIAL TERMINATION OF AND EIGHTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2)
Exhibit 10.2
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 20937 Kane Avenue, Pacific Junction, Iowa (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]
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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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| 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 GA LLC | |
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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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| O.F.C. CORPORATION | |
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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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| CCC OF KENTUCKY 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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| LEISURE PARK VENTURE LIMITED PARTNERSHIP | |
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| By: | CCC Leisure Park Corporation, |
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| its General Partner |
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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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| CCDE SENIOR LIVING LLC | |
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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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| CCOP SENIOR LIVING LLC | |
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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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| CCC PUEBLO NORTE 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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| CCC RETIREMENT COMMUNITIES II, L.P. | |
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| By: | Crestline Ventures LLC, |
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| its General Partner |
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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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| CCC INVESTMENTS I, L.L.C. | |
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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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| CCC FINANCING I 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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| CCC FINANCING LIMITED, L.P. | |
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| By: | CCC Retirement Trust, |
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| its General Partner |
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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 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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| 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 |
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| FS TENANT HOLDING COMPANY TRUST | |
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| By: | /s/ Bruce J. Mackey Jr. |
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| Bruce J. Mackey Jr. |
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| President |
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SCHEDULE 1
PROPERTY-SPECIFIC INFORMATION
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Exhibit | | Base Gross Revenues (Calendar Year) | Base Gross Revenues (Dollar Amount) | Commencement | Interest Rate |
| A-1 | Ashton Gables in Riverchase Birmingham, AL 35244 | 2009 | $2,121,622 | 08/01/2008 | 8% |
| A-2 | Lakeview Estates 2634 Valleydale Road Birmingham, AL 35244 | 2009 | $2,692,868 | 08/01/2008 | 8% |
| A-3 | Forum at Pueblo Norte 7090 East Mescal Street Scottsdale, AZ 85254 | 2005 | $11,470,312 | 01/11/2002 | 10% |
| A-4 | La Salette Health and Rehabilitation Center 537 East Fulton Street Stockton, CA 95204 | 2005 | $7,726,002 | 12/31/2001 | 10% |
| A-5 | Thousand Oaks Health Care Center 93 West Avenida de Los Arboles Thousand Oaks, CA 91360 | 2005 | $8,087,430 | 12/31/2001 | 10% |
| A-6 | Skyline Ridge Nursing & Rehabilitation Center 515 Fairview Avenue Canon City, CO 81212 | 2005 | $4,104,100 | 12/31/2001 | 10% |
| A-7 | Springs Village Care Center 110 West Van Buren Street Colorado Springs, CO 80907 | 2005 | $4,799,252 | 12/31/2001 | 10% |
| A-8 | Willow Tree Care Center 2050 South Main Street Delta, CO 81416 | 2005 | $4,310,982 | 12/31/2001 | 10% |
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Exhibit | | Base Gross Revenues (Calendar Year) | Base Gross Revenues (Dollar Amount) | Commencement | Interest Rate |
| A-9 | Cedars Healthcare Center 1599 Ingalls Street Lakewood, CO 80214 | 2005 | $6,964,007 | 12/31/2001 | 10% |
| A-10 | Millcroft 255 Possum Park Road Newark, DE 19711 | 2005 | $11,410,121 | 01/11/2002 | 10% |
| A-11 | Forwood Manor 1912 Marsh Road Wilmington, DE 19810 | 2005 | $13,446,434 | 01/11/2002 | 10% |
| A-12 | Foulk Manor South 407 Foulk Road Wilmington, DE 19803 | 2005 | $4,430,251 | 01/11/2002 | 10% |
| A-13 | Shipley Manor 2723 Shipley Road Wilmington, DE 19810 | 2005 | $9,333,057 | 01/11/2002 | 10% |
| A-14 | Forum at Deer Creek 3001 Deer Creek Country Club Blvd. Deerfield Beach, FL 33442 | 2005 | $12,323,581 | 01/11/2002 | 10% |
| A-15 | Springwood Court 12780 Kenwood Lane Fort Myers, FL 33907 | 2005 | $2,577,612 | 01/11/2002 | 10% |
| A-16 | Fountainview 111 Executive Center Drive West Palm Beach, FL 33401 | 2005 | $7,920,202 | 01/11/2002 | 10% |
| A-17 | Morningside of Athens 1291 Cedar Shoals Drive Athens, GA 30605 | 2006 | $1,560,026 | 11/19/2004 | 9% |
| A-18 | Marsh View Senior Living 7410 Skidaway Road Savannah, GA 31406 | 2007 | $2,108,378 | 11/01/2006 | 8.25% |
| A-19 | Intentionally deleted. | N/A | N/A | N/A | N/A |
| A-20 | West Bridge Care & Rehabilitation 1015 West Summit Street Winterset, IA 50273 | 2005 | $3,157,928 | 12/31/2001 | 10% |
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Exhibit | | Base Gross Revenues (Calendar Year) | Base Gross Revenues (Dollar Amount) | Commencement | Interest Rate |
| A-21 | Meadowood Retirement Community 2455 Tamarack Trail Bloomington, IN 47408 | 2009 | $12,061,814 | 11/01/2008 | 8% |
| A-22 | Woodhaven Care Center 510 West 7th Street Ellinwood, KS 67526 | 2005 | $2,704,674 | 12/31/2001 | 10% |
| A-23 | Lafayette at Country Place 690 Mason Headley Road Lexington, KY 40504 | 2005 | $4,928,052 | 01/11/2002 | 10% |
| A-24 | Lexington Country Place 700 Mason Headley Road Lexington, KY 40504 | 2005 | $8,893,947 | 01/11/2002 | 10% |
| A-25 | Intentionally deleted. | N/A | N/A | N/A | N/A |
| A-26 | Intentionally deleted. | N/A | N/A | N/A | N/A |
| A-27 | HeartFields at Bowie 7600 Laurel Bowie Road Bowie, MD 20715 | 2005 | $2,436,102 | 10/25/2002 | 10% |
| A-28 | HeartFields at Frederick 1820 Latham Drive Frederick, MD 21701 | 2005 | $2,173,971 | 10/25/2002 | 10% |
| A-29 | Intentionally deleted. | N/A | N/A | N/A | N/A |
| A-30 | Intentionally deleted. | N/A | N/A | N/A | N/A |
| A-31 | Morys Haven 1112 15th Street Columbus, NE 68601 | 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 800 Stoeger Drive Grand Island, NE 68803 | 2005 | $4,000,565 | 12/31/2001 | 10% |
| A-34 | Intentionally deleted. | N/A | N/A | N/A | N/A |
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Exhibit | | Base Gross Revenues (Calendar Year) | Base Gross Revenues (Dollar Amount) | Commencement | Interest Rate |
| A-35 | Crestview Healthcare Center 1100 West First Street Milford, NE 68405 | 2005 | $2,284,407 | 12/31/2001 | 10% |
| A-36 | Utica Community Care Center 1350 Centennial Avenue Utica, NE 68456 | 2005 | $1,950,325 | 12/31/2001 | 10% |
| A-37 | Leisure Park 1400 Route 70 Lakewood, NJ 08701 | 2005 | $14,273,446 | 01/07/2002 | 10% |
| A-38 | Franciscan Manor 71 Darlington Road Patterson Township Beaver Falls, PA 15010 | 2006 | $4,151,818 | 10/31/2005 | 9% |
| A-39 | Mount Vernon of Elizabeth 145 Broadlawn Drive Elizabeth, PA 15037 | 2006 | $2,332,574 | 10/31/2005 | 9% |
| A-40 | Overlook Green 5250 Meadowgreen Drive Whitehall, PA 15236 | 2006 | $3,878,300 | 10/31/2005 | 9% |
| A-41 | Myrtle Beach Manor 9547 Highway 17 North Myrtle Beach, SC 29572 | 2005 | $6,138,714 | 01/11/2002 | 10% |
| A-42 | Morningside of Anderson 1304 McLees Road Anderson, SC 29621 | 2006 | $1,381,775 | 11/19/2004 | 9% |
| A-43 | Heritage Place at Boerne 120 Crosspoint Drive Boerne, TX 78006 | 2009 | $1,469,683 | 02/07/2008 | 8% |
| A-44 | Forum at Park Lane 7831 Park Lane Dallas, TX 75225 | 2005 | $13,620,931 | 01/11/2002 | 10% |
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Exhibit | | Base Gross Revenues (Calendar Year) | Base Gross Revenues (Dollar Amount) | Commencement | Interest Rate |
| A-45 | Heritage Place at Fredericksburg 96 Frederick Road Fredericksburg, TX 78624 | 2009 | $1,386,771 | 02/07/2008 | 8% |
| A-46 | Intentionally deleted. | N/A | N/A | N/A | N/A |
| A-47 | Intentionally deleted. | N/A | N/A | N/A | N/A |
| A-48 | ManorPointe - Oak Creek Independent Senior Apartments and Meadowmere - Mitchell Manor - Oak Creek 700 East Stonegate Drive and 701 East Puetz Road Oak Creek, WI 53154 | 2009 | $4,189,440 | 01/04/2008 | 8% |
| A-49 | River Hills West Healthcare Center 321 Riverside Drive Pewaukee, WI 53072 | 2005 | $9,211,765 | 12/31/2001 | 10% |
| A-50 | The Virginia Health & Rehabilitation Center 1451 Cleveland Avenue Waukesha, WI 53186 | 2005 | $6,128,045 | 12/31/2001 | 10% |
| A-51 | Reserve at Greenbriar 1005 Elysian Place Chesapeake, Virginia | 2012 | $2,508,269 | 06/20/2011 | 7.5% |
| A-52 | Palms at St. Lucie West 501 N.W. Cashmere Boulevard Port St. Lucie, Florida | 2012 | $2,903,642 | 07/22/2011 | 7.5% |
| A-53 | Forum at Desert Harbor 13840 North Desert Harbor Drive Peoria, AZ 85381 | 2005 | $9,830,918 | 01/11/2002 | 10.0% |
| A-54 | Forum at Tucson Tucson, AZ 85712 | 2005 | $13,258,998 | 01/11/2002 | 10.0% |
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Exhibit | | Base Gross Revenues (Calendar Year) | Base Gross Revenues (Dollar Amount) | Commencement | Interest Rate |
| A-55 | Park Summit at Coral Springs Coral Springs, FL 33065 | 2005 | $11,229,677 | 01/11/2002 | 10.0% |
| A-56 | Gables at Winchester Winchester, MA 01890 | 2005 | $6,937,852 | 01/11/2002 | 10.0% |
| A-57 | Forum at Memorial Woods Houston, TX 77024 | 2005 | $19,734,400 | 01/11/2002 | 10.0% |
