PARTIAL TERMINATION OF AND SIXTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2)
Exhibit 10.1
PARTIAL TERMINATION OF AND SIXTH AMENDMENT TO
AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 2)
THIS PARTIAL TERMINATION OF AND SIXTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) (this “Amendment”) is made and entered into as of September 19, 2013, 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, and that certain Fifth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of August 31, 2012 (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, pursuant to that certain Asset Purchase Agreement, dated as of August 29, 2013, by and among Reliant Hospital Partners, LLC, Senior Housing Properties Trust (“SNH”), Five Star Quality Care, Inc., HRES1 Properties Trust (“HRES1”), FS Commonwealth LLC (“FSC”), FS Patriot LLC (“FSP”) and HSRE-TST III, LLC (the “Sale Agreement”), HRES1 has agreed to sell the Rehabilitation Hospital Properties; and
WHEREAS, in connection with the sale of the Rehabilitation Hospital Properties in accordance with the Sale Agreement, Landlord and Tenant wish to amend Amended Lease No. 2 to terminate Amended Lease No. 2 with respect to the Rehabilitation Hospital Properties effective as of the Closing Date (as defined in the Sale Agreement);
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 Closing Date, Amended Lease No. 2 is hereby amended as follows:
1. Partial Termination of Lease. Amended Lease No. 2 is terminated with respect to the Rehabilitation Hospital Properties and neither Landlord nor Tenant shall have any further rights or liabilities thereunder with respect to the Rehabilitation Hospital Properties from and after the Closing Date, except for those rights and liabilities which by their terms survive the termination of Amended Lease No. 2. With respect to periods
from and after the Closing Date, all references in Amended Lease No. 2 to the Rehabilitation Hospital Properties are hereby deleted.
2. Minimum Rent. Notwithstanding anything in Amended Lease No. 2 to the contrary (including, without limitation, Sections 3.1.1(d) and 4.1.1(b) of Amended Lease No. 2), Minimum Rent is hereby reduced by Nine Million Five Hundred Thousand and No Hundredths Dollars ($9,500,000.00) per annum for the period from and after the Closing Date.
3. Schedule 1. With respect to periods from and after the Closing Date, Schedule 1 to Amended Lease No. 2 is deleted in its entirety and replaced with Schedule 1 attached hereto.
4. Exhibit A. With respect to periods from and after the Closing Date, Exhibit A to Amended Lease No. 2 is amended by deleting each of Exhibit A-25 and Exhibit A-26 attached thereto in their respective entireties and replacing each of them with “Intentionally Deleted.”
5. Release of FSC and FSP. FSC and FSP are hereby released from their obligations and liabilities to Landlord under Amended Lease No. 2 with respect to matters first occurring from and after the Closing Date, except to the extent such obligations and liabilities relate to obligations and liabilities of the Sellers (as defined in the Sale Agreement) under the Sale Agreement. FSC and FSP agree that all indemnification obligations of Parents (as defined in the Sale Agreement) and Sellers under the Sale Agreement will be the responsibility of FSC and FSP (jointly and severally) other than those that arise solely as a result of a breach of a representation, warranty or covenant caused by SNH or HRES1, which shall be the obligation of the breaching party.
6. Effectiveness. If the Closing (as defined in the Sale Agreement) does not occur or the Sale Agreement is terminated, this Amendment shall be of no further force or effect.
7. 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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| 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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| HRES1 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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| FS COMMONWEALTH LLC | ||
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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 PATRIOT LLC | ||
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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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Exhibit 10.1
SCHEDULE 1
PROPERTY-SPECIFIC INFORMATION
| Exhibit | Property Address | Base Gross Revenues | Base Gross Revenues | Commencement | Interest |
| A-1 | Ashton Gables in Riverchase | 2009 | $2,121,622 | 08/01/2008 | 8% |
| A-2 | Lakeview Estates | 2009 | $2,692,868 | 08/01/2008 | 8% |
| A-3 | Forum at Pueblo Norte | 2005 | $11,470,312 | 01/11/2002 | 10% |
| A-4 | La Salette Health and | 2005 | $7,726,002 | 12/31/2001 | 10% |
| A-5 | Thousand Oaks Health Care Center | 2005 | $8,087,430 | 12/31/2001 | 10% |
| A-6 | Skyline Ridge Nursing & | 2005 | $4,104,100 | 12/31/2001 | 10% |
| A-7 | Springs Village Care Center | 2005 | $4,799,252 | 12/31/2001 | 10% |
| A-8 | Willow Tree Care Center | 2005 | $4,310,982 | 12/31/2001 | 10% |
| A-9 | Cedars Healthcare Center | 2005 | $6,964,007 | 12/31/2001 | 10% |
| A-10 | Millcroft | 2005 | $11,410,121 | 01/11/2002 | 10% |
| A-11 | Forwood Manor | 2005 | $13,446,434 | 01/11/2002 | 10% |
| A-12 | Foulk Manor South | 2005 | $4,430,251 | 01/11/2002 | 10% |
| A-13 | Shipley Manor | 2005 | $9,333,057 | 01/11/2002 | 10% |
| A-14 | Forum at Deer Creek | 2005 | $12,323,581 | 01/11/2002 | 10% |
| A-15 | Springwood Court | 2005 | $2,577,612 | 01/11/2002 | 10% |
| A-16 | Fountainview | 2005 | $7,920,202 | 01/11/2002 | 10% |
| Exhibit | Property Address | Base Gross Revenues | Base Gross Revenues | Commencement | Interest |
| A-17 | Morningside of Athens | 2006 | $1,560,026 | 11/19/2004 | 9% |
| A-18 | Marsh View Senior Living | 2007 | $2,108,378 | 11/01/2006 | 8.25% |
| A-19 | Pacific Place | 2005 | $848,447 | 12/31/2001 | 10% |
| A-20 | West Bridge Care & Rehabilitation | 2005 | $3,157,928 | 12/31/2001 | 10% |
| A-21 | Meadowood Retirement Community | 2009 | $12,061,814 | 11/01/2008 | 8% |
| A-22 | Woodhaven Care Center | 2005 | $2,704,674 | 12/31/2001 | 10% |
| A-23 | Lafayette at Country Place | 2005 | $4,928,052 | 01/11/2002 | 10% |
| A-24 | Lexington Country Place | 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 | 2005 | $2,436,102 | 10/25/2002 | 10% |
| A-28 | HeartFields at Frederick | 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 | 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 | 2005 | $4,000,565 | 12/31/2001 | 10% |
| A-34 | Intentionally deleted.
| N/A | N/A | N/A | N/A |
| A-35 | Crestview Healthcare Center | 2005 | $2,284,407 | 12/31/2001 | 10% |
| A-36 | Utica Community Care Center | 2005 | $1,950,325 | 12/31/2001 | 10% |
| A-37 | Leisure Park | 2005 | $14,273,446 | 01/07/2002 | 10% |
| A-38 | Franciscan Manor | 2006 | $4,151,818 | 10/31/2005 | 9% |
| Exhibit | Property Address | Base Gross Revenues | Base Gross Revenues | Commencement | Interest |
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| Patterson Township Beaver Falls, PA 15010 |
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| 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% |
| A-45 | Heritage Place at Fredericksburg 96 Frederick Road Fredericksburg, TX 78624 | 2009 | $1,386,771 | 02/07/2008 | 8% |
| A-46 | Greentree Health & Rehabilitation Center 70 Greentree Road Clintonville, WI 54929 | 2005 | $3,038,761 | 12/31/2001 | 10% |
| A-47 | Pine Manor Health Care Center Village of Embarrass 1625 East Main Street Clintonville, WI 54929 | 2005 | $4,337,113 | 12/31/2001 | 10% |
| 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% |
| Exhibit | Property Address | Base Gross Revenues | Base Gross Revenues | Commencement | Interest |
| 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% |
