FIFTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4)

EX-10.2 3 a14-16988_1ex10d2.htm EX-10.2

Exhibit 10.2

 

FIFTH AMENDMENT TO
AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 4)

 

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4) (this “Amendment”) is made and entered into as of July 10, 2014 by and among each of the parties identified on the signature page hereof as a landlord (collectively, “Landlord”) and each of the parties identified on the signature page 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. 4), dated as of August 4, 2009, 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, and that certain Fourth Amendment to Amended and Restated Master Lease Agreement (Lease No. 4), dated as of August 31, 2012 (as so amended, “Amended Lease No. 4”), 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. 4), all as more particularly described in Amended Lease No. 4; and

 

WHEREAS, on June 1, 2012, the financing secured by the Bronco Financed Property known as Home Place of New Bern and having an address at 1309 McCarthy Boulevard, New Bern, North Carolina 28562 (the “Home Place of New Bern Financed Property”) was repaid in full, and, pursuant to Section 23.18 of Amended Lease No. 4, the Home Place of New Bern Financed Property was automatically added to and demised under Amended Lease No. 4, and, pursuant to Section 21.6 of the Bronco Financed Lease for the Home Place of New Bern Financed Property (the “Home Place of New Bern Financed Lease”), the Home Place of New Bern Financed Lease was automatically terminated; and

 

WHEREAS, Tenant wishes to exercise its right to extend the Term of Amended Lease No. 4 for the first Extended Term to April 30, 2032; and

 

WHEREAS, Landlord wishes to grant to Tenant the right to extend the Term of Amended Lease No. 4 for an additional Extended Term of fifteen (15) years from May 1, 2047 to April 30, 2062; and

 

WHEREAS, in connection with the foregoing, Landlord and Tenant wish to amend Amended Lease No. 4 to reflect the addition of the Home Place of New Bern Financed Property, Tenant’s extension of the Term and the grant of an additional Extended Term;

 

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 as follows:

 



 

1.                                      New Bern Financed Property.  As of June 1, 2012, the financing securing the Home Place of New Bern Financed Property was repaid in full and the Home Place of New Bern Financed Property has been added to and demised under Amended Lease No. 4, such that SNH/LTA SE Home Place New Bern LLC has become a Landlord under Amended Lease No. 4 and FVE SE Home Place New Bern LLC has become a Tenant under Amended Lease No. 4.

 

2.                                      Extension of Term.  Tenant hereby elects to exercise its right to extend the Term of Amended Lease No. 4 for the first Extended Term in accordance with Section 2.4 of Amended Lease No. 4 (without giving effect to the replacement of Section 2.4 of Amended Lease No. 4 as provided for in this Amendment), such that the Term of Amended Lease No. 4 shall expire on April 30, 2032.  For the avoidance of doubt, this Amendment is agreed to constitute a Notice of Tenant’s election to exercise its right to extend the Term of Amended Lease No. 4 for the first Extended Term in accordance with Section 2.4 of Amended Lease No. 4 (without giving effect to the replacement of Section 2.4 of Amended Lease No. 4 as provided for in this Amendment).

 

3.                                      Extended Terms.  Section 2.4 of Amended Lease No. 4 is deleted in its entirety and replaced with the following:

 

2.4                               Extended Terms.  Provided that no Event of Default shall have occurred and be continuing, Tenant shall have the right to extend the Term for two renewal terms of fifteen (15) years each (each an “Extended Term”).

 

If and to the extent Tenant shall exercise the options, the first Extended Term shall commence on May 1, 2032 and expire on April 30, 2047 and the second Extended Term shall commence on May 1, 2047 and expire on April 30, 2062.  All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term, except that during each Extended Term, the Minimum Rent shall be adjusted so that the portion of the Minimum Rent attributable to the New Seasons Properties shall be the Fair Market Rental Value thereof, and Tenant shall have no right to extend the Term beyond April 30, 2062.  If Tenant shall elect to exercise the option to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice thereof not later than April 30, 2030, and if Tenant shall elect to exercise its option to extend the Term for the second Extended Term after having elected to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice not later than April 30, 2045, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice.  If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the current Term or the first Extended Term as applicable and Tenant shall have no further option to extend the Term of this Agreement.  If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same.  Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of

 

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Default shall occur, at Landlord’s option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the current Term or the first Extended Term, as applicable, and Tenant shall have no further option to extend the Term of this Agreement.

 

Notwithstanding the foregoing, Tenant shall have no right to extend the Term with respect to any Properties located in the State of California.  If Tenant shall extend the Term, the definition of Leased Property shall exclude any Properties located in the State of California, Minimum Rent shall be reduced by the Minimum Rent allocated thereto by the parties, and Tenant shall surrender such Properties to Landlord at the expiration of the Term in the condition required by Section 5.3 and shall comply with all of its other obligations relating to such Properties as if the Term had expired on such date.

 

4.                                      Schedule 1.  Schedule 1 to Amended Lease No. 4 is deleted in its entirety and replaced with Schedule 1 attached hereto.

 

5.                                      Exhibit A.  Exhibit A to Amended Lease No. 4 is amended by deleting Exhibit A-4 attached thereto in its entirety and replacing it with Exhibit A-4 attached hereto.

 

6.                                      Ratification.  As amended hereby, Amended Lease No. 4 is hereby ratified and confirmed.

 

[Remainder of page intentionally left blank; Signature page follows]

 

3



 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as a sealed instrument as of the date above first written.

 

 

LANDLORD:

 

 

 

CCOP SENIOR LIVING LLC

 

SNH CHS PROPERTIES TRUST

 

SNH NS PROPERTIES TRUST

 

SNH SOMERFORD PROPERTIES TRUST

 

SNH/LTA PROPERTIES GA LLC

 

SNH/LTA PROPERTIES TRUST

 

SNH/LTA SE HOME PLACE NEW BERN LLC

 

SPTIHS PROPERTIES TRUST

 

 

 

 

 

 

 

By:

/s/ David J. Hegarty

 

 

David J. Hegarty

 

 

President of each of the foregoing entities

 

 

 

 

 

 

 

TENANT:

 

 

 

FIVE STAR QUALITY CARE - NS TENANT, LLC

 

FIVE STAR QUALITY CARE TRUST

 

FS TENANT HOLDING COMPANY TRUST

 

FVE SE HOME PLACE NEW BERN LLC

 

 

 

 

 

 

 

By:

/s/ Bruce J. Mackey Jr.

 

 

Bruce J. Mackey Jr.

 

 

President of each of the foregoing entities

 

[Signature Page to Fifth Amendment to Amended and Restated Master Lease Agreement (Lease No. 4)]

 



 

SCHEDULE 1

 

PROPERTY-SPECIFIC INFORMATION

 

Exhibit

 

Property Address

 

Base Gross Revenues
(Calendar Year)

 

Base Gross Revenues
(Dollar Amount)

 

Commencement
Date

 

Interest
Rate

 

A-1

 

Somerford Place - Stockton
3530 Deer Park Drive
Stockton, CA 95219

 

2009

 

$

3,515,630

 

03/31/2008

 

8

%

A-2

 

La Villa Grande Care Center
2501 Little Bookcliff Drive
Grand Junction, CO 81501

 

2005

 

$

5,205,189

 

12/31/2001

 

10

%

A-3

 

Court at Palm-Aire
2701 North Course Drive
Pompano Beach, FL 33069

 

2007

 

$

12,992,201

 

09/01/2006

 

8.25

%

A-4

 

Home Place of New Bern
1309 McCarthy Boulevard
New Bern, NC 28562

 

2012

 

$

2,742,228

 

06/20/2011

 

7.50

%

A-5

 

Intentionally Deleted

 

N/A

 

N/A

 

N/A

 

N/A

 

A-6

 

Northlake Gardens
1300 Montreal Road
Tucker, GA 30084

 

2006

 

$

2,240,421

 

06/03/2005

 

9

%

A-7

 

Westridge Quality
Care & Rehabilitation
600 Manor Drive
Clarinda, IA 51632

 

2005

 

$

2,933,641

 

12/31/2001

 

10

%

A-8

 

Brenden Gardens
900 Southwind Road
Springfield, IL 62703

 

2007

 

$

1,802,414

 

09/01/2006

 

8.25

%

A-9

 

Overland Park Place
6555 West 75th Street
Overland Park, KS 66204

 

2005

 

$

2,539,735

 

10/25/2002

 

10

%

A-10

 

Morningside of Mayfield
1517 West Broadway
Mayfield, KY 42066

 

2006

 

$

1,197,256

 

11/19/2004

 

9

%

A-11

 

The Neighborhood of Somerset
100 Neighborly Drive
Somerset, KY 42503

 

2007

 

$

1,893,629

 

11/05/2006

 

8.25

%

A-12

 

Centennial Park Retirement Village
510 Centennial Circle
North Platte, NE 69101

 

2009

 

$

6,624,481

 

02/17/2008

 

8

%

A-13

 

Westgate Assisted Living
3030 South 80th Street
Omaha, NE 68124

 

2006

 

$

2,210,173

 

06/03/2005

 

9

%

A-14

 

NewSeasons at Cherry Hill
490 Cooper Landing Road
Cherry Hill, NJ 08002*

 

N/A

 

N/A

 

12/29/2003

 

10

%

A-15

 

NewSeasons at Mount Arlington
2 Hillside Drive
Mount Arlington, NJ 07856*

 

N/A

 

N/A

 

12/29/2003

 

10

%

A-16

 

NewSeasons at New Britain
800 Manor Drive
Chalfont, PA 18914*

 

N/A

 

N/A

 

12/29/2003

 

10

%

A-17

 

NewSeasons at Clarks Summit
950 Morgan Highway
Clarks Summit, PA 18411*

 

N/A

 

N/A

 

12/29/2003

 

10

%

A-18

 

NewSeasons at Exton
600 North Pottstown Pike
Exton, PA 19341*

 

N/A

 

N/A

 

12/29/2003

 

10

%

 



 

Exhibit

 

Property Address

 

Base Gross Revenues
(Calendar Year)

 

Base Gross Revenues
(Dollar Amount)

 

Commencement
Date

 

Interest
Rate

 

A-19

 

NewSeasons at Glen Mills
(Concordville)
242 Baltimore Pike
Glen Mills, PA 19342*

 

N/A

 

N/A

 

12/29/2003

 

10

%

A-20

 

NewSeasons at Tiffany Court
700 Northampton Street
Kingston, PA 18704*

 

N/A

 

N/A

 

12/29/2003

 

10

%

A-21

 

Morningside of Greenwood
116 Enterprise Court
Greenwood, SC 29649

 

2006

 

$

1,322,836

 

06/03/2005

 

9

%

A-22

 

Montevista at Coronado
1575 Belvidere Street
El Paso, TX 79912

 

2005

 

$

8,149,609

 

01/11/2002

 

10

%

A-23

 

Dominion Village at Poquoson
531 Wythe Creek Road
Poquoson, VA 23662

 

2005

 

$

1,359,832

 

5/30/2003

 

10

%

A-24

 

Morningside in the West End
3000 Skipwith Road
Richmond, VA 23294

 

2006

 

$

3,792,363

 

11/19/2004

 

9

%

A-25

 

Worland Healthcare &
Rehabilitation Center
1901 Howell Avenue
Worland, WY 82401

 

2005

 

$

3,756,035

 

12/31/2001

 

10

%

A-26

 

Brandon Woods at Alvamar
1501 Inverness Drive
Lawrence, KS 66047

 

2010

 

$

14,988,426

 

10/01/2009

 

8.75

%

A-27

 

McCarthy Court II
1325 McCarthy Boulevard
New Bern, North Carolina

 

2012

 

$

3,050,293

 

06/20/2011

 

7.5

%

A-28

 

Remington Club I & II
16925 and 16916 Hierba Drive
San Diego, CA 92128

 

2005

 

$

20,853,252

 

01/11/2002

 

10.0

%

A-29

 

Savannah Square
One Savannah Square Drive
Savannah, GA 31406

 

2007

 

$

6,931,887

 

10/01/2006

 

9.0

%

A-30

 

Morningside of Bellgrade
2800 Polo Parkway
Midlothian, VA 23113

 

2006

 

$

4,992,156

 

11/19/2004

 

9.0

%

 


“*” indicates New Seasons Property

 



 

EXHIBIT A-4

 

Home Place of New Bern

1309 McCarthy Boulevard
New Bern, North Carolina 28562

 

TRACT ONE:

 

Being all of LOT 1 (REVISED), according to plat entitled “RECOMBINATION, LOTS 1 AND 2 HOME PLACE OF NEW BERN FOR HOME PLACE OF NEW BERN, LLC”, according to the plat thereof, recorded in PLAT CABINET G, SLIDE 173-C, in the Office of the Register of Deeds of Craven County, North Carolina.

 

EASEMENT TRACT: (APPURTENANT TO TRACT ONE OF FEE PARCEL ONLY)

 

TOGETHER WITH all property easement rights and benefits contained in that certain Declaration of Rights, Restrictions and Easements recorded in Book 2221, Page 208; and Amended and Restated Declaration Rights, Restrictions and Easement recorded May 23, 2008, in Book 2727, Page 164, Craven County Registry.

 

TRACT TWO:

 

Being all of that 1,689 Sq. Foot tract, according to plat entitled “RECOMBINATION, LOTS 1 AND 2 HOME PLACE OF NEW BERN FOR HOME PLACE OF NEW BERN, LLC”, according to the plat thereof, recorded in PLAT CABINET G, SLIDE 173-C, in the Office of the Register of Deeds of Craven County, North Carolina.