PARTIAL TERMINATION OF AND FIFTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 1)
Exhibit 10.39
PARTIAL TERMINATION OF AND FIFTEENTH AMENDMENT TO
AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 1)
THIS PARTIAL TERMINATION OF AND FIFTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 1) (this "Amendment") is made and entered into as of December 29, 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. 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, that certain Eighth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of August 31, 2012, that certain Partial Termination of and Ninth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of August 1, 2013, that certain Partial Termination of and Tenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of January 22, 2014, that certain Partial Termination of and Eleventh Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of October 1, 2014, that certain Partial Termination of and Twelfth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of October 31, 2014, that certain Partial Termination and Thirteenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of February 17, 2015, and that certain Partial Termination and Fourteenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of August 4, 2015 (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 formerly known as Park Place and located at 114 Green Street, Glenwood, Iowa, as more particularly described on Exhibit A-21 to Amended Lease No. 1 (the “Park Place Property”); and
WHEREAS, in connection with the foregoing, SPTIHS Properties Trust and the other entities comprising Landlord and Five Star Quality Care Trust and the other entities comprising Tenant wish to amend Amended Lease No. 1 to terminate Amended Lease No. 1 with respect to the Park Place 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 Park Place Property and neither Landlord nor Tenant shall have any further rights or liabilities thereunder with respect to the Park Place 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 Five Hundred Seventy-Five Thousand Seven Hundred Seventy-Two and 85/100 Dollars ($58,575,772.85) 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 (a) deleting the text of Exhibit A-21 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 page follows]
- 2 -
IN WITNESS WHEREOF, the parties have executed this Amendment as a sealed instrument as of the date above first written.
LANDLORD:
SNH SOMERFORD PROPERTIES TRUST
SPTMNR PROPERTIES TRUST
SNH/LTA PROPERTIES TRUST
SPTIHS PROPERTIES TRUST
SNH CHS PROPERTIES TRUST
SNH/LTA PROPERTIES GA LLC
SNH/LTA SE WILSON LLC
By:/s/ David J. Hegarty
David J. Hegarty
President of each of the foregoing entities
MSD – MACON, LLC
MSD – BEAUFORT, LLC
MSD – CAMDEN, LLC
MSD – HARTSVILLE, LLC
MSD – LEXINGTON, LLC
MSD – ORANGEBURG, LLC
MSD – SENECA, LLC
MSD – CULLMAN, LLC
MSD – MADISON, LLC
MSD – SHEFFIELD, LLC
MSD – BOWLING GREEN, LLC
MSD – PADUCAH, LLC
MSD – CONYERS, LLC
MSD – GAINESVILLE, LLC
MSD – CLEVELAND, LLC
MSD – COOKEVILLE, LLC
MSD – JACKSON, LLC
MSD – KNOXVILLE, LLC
MSD – FRANKLIN, LLC
MSD – HOPKINSVILLE, LLC
By: /s/ David J. Hegarty
David J. Hegarty
President of each of the foregoing entities
[Signature Page: Partial Termination of and Fifteenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1)]
TENANT:
FIVE STAR QUALITY CARE TRUST
MORNINGSIDE OF KNOXVILLE, LLC
MORNINGSIDE OF FRANKLIN, LLC
FVE SE WILSON LLC
By:/s/ R. Scott Herzig
R. Scott Herzig
Senior Vice President of each
of the foregoing entities
MORNINGSIDE OF MACON, LLC
MORNINGSIDE OF SENECA, L.P.
MORNINGSIDE OF HOPKINSVILLE, LIMITED PARTNERSHIP
By: LIFETRUST AMERICA, INC.,
a Tennessee corporation, its General Partner/Member (as applicable)
By:/s/ R. Scott Herzig
R. Scott Herzig
Senior Vice President
(Signatures continue on next page)
MORNINGSIDE OF BEAUFORT, LLC
MORNINGSIDE OF CAMDEN, LLC
MORNINGSIDE OF HARTSVILLE, LLC
MORNINGSIDE OF LEXINGTON, LLC
MORNINGSIDE OF ORANGEBURG, LLC
By: MORNINGSIDE OF SOUTH CAROLINA, L.P., a Delaware limited partnership, its Sole Member
By:LIFETRUST AMERICA, INC.,
a Tennessee corporation, its General Partner
By:/s/ R. Scott Herzig
R. Scott Herzig
Senior Vice President
MORNINGSIDE OF CULLMAN, LLC
MORNINGSIDE OF MADISON, LLC
MORNINGSIDE OF SHEFFIELD, LLC
By: MORNINGSIDE OF ALABAMA, L.P., a Delaware limited partnership, its Sole Member
By: LIFETRUST AMERICA, INC.,
a Tennessee corporation, its General Partner
By:/s/ R. Scott Herzig
R. Scott Herzig
Senior Vice President
(Signatures continue on next page)
MORNINGSIDE OF BOWLING GREEN, LLC
MORNINGSIDE OF PADUCAH, LLC
By: MORNINGSIDE OF KENTUCKY, LIMITED PARTNERSHIP, a Delaware limited partnership, its Sole Member
By: LIFETRUST AMERICA, INC.,
a Tennessee corporation, its General Partner
By:/s/ R. Scott Herzig
R. Scott Herzig
Senior Vice President
MORNINGSIDE OF CONYERS, LLC
MORNINGSIDE OF GAINESVILLE, LLC
By: MORNINGSIDE OF GEORGIA, L.P., a Delaware limited partnership, its Sole Member
By: LIFETRUST AMERICA, INC.,
a Tennessee corporation, its General Partner
By:/s/ R. Scott Herzig
R. Scott Herzig
Senior Vice President
MORNINGSIDE OF CLEVELAND, LLC
MORNINGSIDE OF COOKEVILLE, LLC
MORNINGSIDE OF JACKSON, LLC
By: MORNINGSIDE OF TENNESSEE, LLC, a Delaware limited liability company, its Sole Member
By:/s/ R. Scott Herzig
R. Scott Herzig
Senior Vice President
[Signature Page: Partial Termination of and Fifteenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1)]
SCHEDULE 1
PROPERTY-SPECIFIC INFORMATION
|
Exhibit | | Base Gross Revenues (Calendar Year) | Base Gross Revenues (Dollar Amount) | Commencement | Interest Rate |
| A-1 | Intentionally Deleted. | N/A | N/A | N/A | N/A |
| A-2 | Intentionally Deleted. | N/A | N/A | N/A | N/A |
| A-3 | Somerford Place - Encinitas 1350 South El Camino Real Encinitas, CA 92024 | 2009 | $3,092,467 | 03/31/2008 | 8% |
| A-4 | Somerford Place - Fresno 6075 North Marks Avenue Fresno, CA 93711 | 2009 | $3,424,896 | 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 | $3,065,084 | 03/31/2008 | 8% |
| A-7 | Somerford Place - Roseville 110 Sterling Court Roseville, CA 95661 | 2009 | $2,802,082 | 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 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 | $6,341,636 | 03/31/2008 | 8% |
| A-13 | Tuscany Villa Of Naples 8901 Tamiami Trail East Naples, FL 34113 | 2008 | $2,157,675 | 09/01/2006 | 8.25% |
|
Exhibit | | Base Gross Revenues (Calendar Year) | Base Gross Revenues (Dollar Amount) | Commencement | Interest Rate |
| 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 Evans, GA 30809 | 2006 | $1,433,421 | 11/19/2004 | 9% |
| 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 | Intentionally Deleted. | N/A | N/A | N/A | N/A |
| 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 | $3,917,902 | 03/31/2008 | 8% |
| A-25 | Somerford Place - Columbia 8220 Snowden River Parkway Columbia, MD 21045 | 2009 | $3,221,426 | 03/31/2008 | 8% |
| A-26 | Somerford Place - Frederick 2100 Whittier Drive Frederick, MD 21702 | 2009 | $5,088,592 | 03/31/2008 | 8% |
| A-27 | Somerford Place - Hagerstown 10114 & 10116 Sharpsburg Pike Hagerstown, MD 21740 | 2009 | $4,066,761 | 03/31/2008 | 8% |
| A-28 | The Wellstead of Rogers 20500 and 20600 South Diamond Lake Road Rogers, MN 55374 | 2009 | $12,646,616 | 03/01/2008 | 8% |
|
Exhibit | | Base Gross Revenues (Calendar Year) | Base Gross Revenues (Dollar Amount) | Commencement | Interest Rate |
| 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% |
| 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 | Intentionally Deleted. | N/A | N/A | N/A | N/A |
| 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% |
|
Exhibit | | Base Gross Revenues (Calendar Year) | Base Gross Revenues (Dollar Amount) | Commencement | Interest Rate |
| 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 | Intentionally Deleted. | N/A | N/A | N/A | N/A |
| 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 - 8350 and 8351 Sheridan Road Kenosha, WI 53143 | 2009 | $2,170,645 | 01/04/2008 | 8% |
| A-50 | Meadowmere - 5601 Burke Road Madison, WI 53718 | 2009 | $2,136,654 | 01/04/2008 | 8% |
| A-51 | Intentionally Deleted. | N/A | N/A | N/A | N/A |
| A-52 | Mitchell Manor Senior Living 5301 West Lincoln Avenue West Allis, WI 53219 | 2009 | $12,348,104 | 01/04/2008 | 8% |
| A-53 | Laramie Care Center 503 South 18th Street Laramie, WY 82070 | 2005 | $4,473,949 | 12/31/2001 | 10% |
| A-54 | Haven in Highland Creek 5920 McChesney Drive Charlotte, NC 28269
Laurels in Highland Creek Charlotte, NC 28269 | 2010 | $6,454,157 | 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 | $7,052,425 | 11/17/2009 | 8.75% |
| A-56 | Haven in the Summit 3 Summit Terrace Columbia, SC 29229 | 2010 | $2,308,737 | 11/17/2009 | 8.75% |
|
Exhibit | | Base Gross Revenues (Calendar Year) | Base Gross Revenues (Dollar Amount) | Commencement | Interest Rate |
| A-57 | Haven in the Village at Chanticleer Greenville, SC 29605 | 2010 | $2,197,919 | 11/17/2009 | 8.75% |
| A-58 | Intentionally Deleted | N/A | N/A | N/A | N/A |
| A-59 | Haven in Stone Oak San Antonio, TX 78258
Laurels in Stone Oak 575 Knights Cross Drive San Antonio, TX 78258 | 2010 | $6,584,027 | 11/17/2009 | 8.75% |
| A-60 | Eastside Gardens | 2010 | $1,766,628 | 12/10/2009 | 8.75% |
| A-61 | Crimson Pointe 7130 Crimson Ridge Drive Rockford, IL 61107 | 2012 | $2,568,827 | 05/01/2011 | 8% |
| A-62 | Talbot Park 6311 Granby Street Norfolk, VA 23305 | 2012 | $3,866,871 | 06/20/2011 | 7.5% |
| A-63 | The Landing at Parkwood Village 1720 Parkwood Boulevard Wilson, NC 27893 | 2012 | $4,318,990 | 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 Easton, MD 21601 | 2005 | $2,545,887 | 10/25/2002 | 10% |
| A-66 | Morningside of Macon 6191 Peake Road Macon, GA 31220 | 2006 | $1,298,541 | 11/19/2004 | 9% |
| A-67 | Morningside of Beaufort 109 Old Salem Road Beaufort, SC 29902 | 2006 | $1,337,453 | 11/19/2004 | 9% |
| A-68 | Morningside of Camden 719 Kershaw Highway Camden, SC 29020 | 2006 | $1,595,035 | 11/19/2004 | 9% |
| A-69 | Morningside of Hartsville 1901 West Carolina Avenue Hartsville, SC 29550 | 2006 | $1,507,131 | 11/19/2004 | 9% |
| A-70 | Morningside of Lexington 218 Old Chapin Road Lexington, SC 29072 | 2006 | $1,638,422 | 11/19/2004 | 9% |
| A-71 | Morningside of Orangeburg 2306 Riverbank Drive Orangeburg, SC 29118 | 2006 | $1,129,764 | 11/19/2004 | 9% |
|
Exhibit | | Base Gross Revenues (Calendar Year) | Base Gross Revenues (Dollar Amount) | Commencement | Interest Rate |
| A-72 | Morningside of Seneca 15855 Wells Highway Seneca, SC 29678 | 2006 | $1,684,477 | 11/19/2004 | 9% |
| A-73 | Morningside of Cullman 2021 Dahlke Dr. NE Cullman, AL 32058 | 2006 | $1,413,633 | 11/19/2004 | 9% |
| A-74 | Morningside of Madison 49 Hughes Road Madison, AL 35758 | 2006 | $1,531,206 | 11/19/2004 | 9% |
| A-75 | Morningside of Sheffield 413 D. D. Cox Boulevard Sheffield, AL 35660 | 2006 | $1,495,038 | 11/19/2004 | 9% |
| A-76 | Morningside of Bowling Green 981 Campbell Lane Bowling Green, KY 42104 | 2006 | $1,458,781 | 11/19/2004 | 9% |
| A-77 | Morningside of Paducah 1700 Elmdale Road Paducah, KY 42003 | 2006 | $2,012,245 | 11/19/2004 | 9% |
| A-78 | Morningside of Conyers 1352 Wellbrook Circle Conyers, GA 30012 | 2006 | $1,646,910 | 11/19/2004 | 9% |
| A-79 | Morningside of Gainesville 2435 Limestone Parkway Gainesville, GA 30501 | 2006 | $1,453,250 | 11/19/2004 | 9% |
| A-80 | Morningside of Cleveland 2900 Westside Drive, N.W. Cleveland, TN 37312 | 2006 | $1,212,846 | 11/19/2004 | 9% |
| A-81 | Morningside of Cookeville 1010 East Spring Street Cookeville, TN 38501 | 2006 | $1,513,932 | 11/19/2004 | 9% |
| A-82 | Morningside of Jackson 1200 North Parkway Jackson, TN 38305 | 2006 | $1,787,155 | 11/19/2004 | 9% |
| A-83 | Williamsburg Villas A Morningside Community 3020 Heatherton Way Knoxville, TN 37920 | 2006 | $2,728,841 | 11/19/2004 | 9% |
| A-84 | Morningside of Franklin 105 Sunrise Circle Franklin, TN 37067 | 2006 | $1,582,509 | 11/19/2004 | 9% |
| A-85 | Morningside of Hopkinsville 4190 Lafayette Road Hopkinsville, KY 42240 | 2006 | $1,444,246 | 11/19/2004 | 9% |
| A-86 | Parkwood Village 1730 Parkwood Boulevard Wilson, NC 27893 | 2012 | $4,318,990 | 06/23/2011 | 7.5% |
