Senior Housing Properties Trust Sample Contracts

Senior Housing Properties Trust – Senior Housing Properties Trust Announces Fourth Quarter and Year End 2018 Results (March 1st, 2019)

Newton, MA (March 1, 2019):  Senior Housing Properties Trust (Nasdaq: SNH) today announced its financial results for the quarter and year ended December 31, 2018.

Senior Housing Properties Trust – OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. FACTORS THAT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FORWARD LOOKING STATEMENTS AND UPON OUR BUSINESS, RESULTS OF OPERATIONS, FINANCIAL CONDITION, FUNDS FROM OPERATIONS, OR FFO, ATTRIBUTABLE TO COMMON SHAREHOLDERS, NORMALIZED FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS, NET OPERATING INCOME, OR NOI, CASH FLOWS, LIQUIDITY AND PROSPECTS INCLUDE, BUT ARE NOT LIMITED TO: • THE IMPACT OF CONDITIONS IN THE ECONOMY AND THE CAPITAL MARKETS ON US AND OUR TENANTS (March 1st, 2019)
Senior Housing Properties Trust – OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. FACTORS THAT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FORWARD LOOKING STATEMENTS AND UPON OUR BUSINESS, RESULTS OF OPERATIONS, FINANCIAL CONDITION, FUNDS FROM OPERATIONS ATTRIBUTABLE TO COMMON SHAREHOLDERS, OR FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS, NORMALIZED FUNDS FROM OPERATIONS ATTRIBUTABLE TO COMMON SHAREHOLDERS, OR NORMALIZED FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS, NET OPERATING INCOME, OR NOI, CASH BASIS NOI, EARNINGS BEFORE INTEREST, TAXES, (November 6th, 2018)
Senior Housing Properties Trust – Senior Housing Properties Trust Announces Third Quarter 2018 Results Third Quarter Net Income Attributable to Common Shareholders of $0.19 Per Share Third Quarter Normalized FFO Attributable to Common Shareholders of $0.42 Per Share (November 6th, 2018)

Newton, MA (November 6, 2018):  Senior Housing Properties Trust (Nasdaq: SNH) today announced its financial results for the quarter and nine months ended September 30, 2018.

Senior Housing Properties Trust – SENIOR HOUSING PROPERTIES TRUST FORM OF [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (August 7th, 2018)

THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between Senior Housing Properties Trust, a Maryland real estate investment trust (the “Company”), and [TRUSTEE/OFFICER] (“Indemnitee”).

Senior Housing Properties Trust – OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. FACTORS THAT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FORWARD LOOKING STATEMENTS AND UPON OUR BUSINESS, RESULTS OF OPERATIONS, FINANCIAL CONDITION, FUNDS FROM OPERATIONS ATTRIBUTABLE TO COMMON SHAREHOLDERS, OR FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS, NORMALIZED FUNDS FROM OPERATIONS ATTRIBUTABLE TO COMMON SHAREHOLDERS, OR NORMALIZED FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS, NET OPERATING INCOME, OR NOI, CASH BASIS NOI, EARNINGS BEFORE INTEREST, TAXES, (August 7th, 2018)
Senior Housing Properties Trust – PARTIAL TERMINATION OF AND SIXTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (August 7th, 2018)

THIS PARTIAL TERMINATION OF AND SIXTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 1) (this "Amendment") is made and entered into as of June 1, 2018 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").

Senior Housing Properties Trust – Senior Housing Properties Trust Announces Second Quarter 2018 Results Second Quarter Net Income Attributable to Common Shareholders of $0.52 Per Share Second Quarter Normalized FFO Attributable to Common Shareholders of $0.44 Per Share (August 7th, 2018)

Newton, MA (August 7, 2018):  Senior Housing Properties Trust (Nasdaq: SNH) today announced its financial results for the quarter ended June 30, 2018.

Senior Housing Properties Trust – ELEVENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) (August 7th, 2018)

THIS ELEVENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) (this “Amendment”) is made and entered into as of July 31, 2018, 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”).

Senior Housing Properties Trust – AMENDED AND RESTATED POOLING AGREEMENT No. 12 (July 3rd, 2018)

THIS AMENDED AND RESTATED POOLING AGREEMENT No. 12 (this “Agreement”) is made as of June 28, 2018 (the “Effective Date”), by and among FVE Managers, Inc. (“Manager”) and the parties listed on Schedule A (each a “TRS” and collectively, “TRSes”).

Senior Housing Properties Trust – ACCESSION AGREEMENT TO AMENDED AND RESTATED POOLING AGREEMENT NO. 12 (July 3rd, 2018)

THIS ACCESSION AGREEMENT TO AMENDED AND RESTATED POOLING AGREEMENT NO. 12, dated as of June 29, 2018 (this “Accession Agreement”), is entered into by SNH PARK PLACE TENANT I LLC, a Maryland limited liability company (“Fountain City Tenant”), and SNH PARK PLACE TENANT II LLC, a Maryland limited liability company (“West Knoxville Tenant”).

Senior Housing Properties Trust – SENIOR HOUSING PROPERTIES TRUST FORM OF [AMENDED AND RESTATED](1) INDEMNIFICATION AGREEMENT (June 22nd, 2018)

THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between Senior Housing Properties Trust, a Maryland real estate investment trust (the “Company”), and [TRUSTEE/OFFICER] (“Indemnitee”).

Senior Housing Properties Trust – FIRST AMENDMENT TO TRANSACTION AGREEMENT (May 10th, 2018)

THIS FIRST AMENDMENT TO TRANSACTION AGREEMENT (this “Amendment”) is made and entered into as of March 29, 2018, by and between FIVE STAR SENIOR LIVING INC., a Maryland corporation (“FVE”), on behalf of itself and its subsidiaries, and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (“SNH”), on behalf of itself and its subsidiaries.

Senior Housing Properties Trust – FORM OF INDEMNIFICATION AGREEMENT (May 10th, 2018)

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered [        ] (the “Effective Date”), by and between Senior Housing Properties Trust, a Maryland real estate investment trust (the “Company”), and [        ] (“Indemnitee”).

Senior Housing Properties Trust – Senior Housing Properties Trust Announces First Quarter 2018 Results First Quarter Net Income Attributable to Common Shareholders of $0.99 Per Share First Quarter Normalized FFO of $0.45 Per Share (May 9th, 2018)

Newton, MA (May 9, 2018):  Senior Housing Properties Trust (Nasdaq: SNH) today announced its financial results for the quarter ended March 31, 2018.

Senior Housing Properties Trust – OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. FACTORS THAT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FORWARD LOOKING STATEMENTS AND UPON OUR BUSINESS, RESULTS OF OPERATIONS, FINANCIAL CONDITION, FUNDS FROM OPERATIONS, OR FFO, NORMALIZED FUNDS FROM OPERATIONS, OR NORMALIZED FFO, NET OPERATING INCOME, OR NOI, CASH BASIS NOI, EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION, OR EBITDA, EBITDA AS ADJUSTED, OR ADJUSTED EBITDA, CASH FLOWS, LIQUIDITY AND PROSPECTS INCLUDE, BUT ARE NOT LIMIT (May 9th, 2018)
Senior Housing Properties Trust – Senior Housing Properties Trust Announces Fourth Quarter and Year End 2017 Results (February 27th, 2018)

Newton, MA (February 27, 2018):  Senior Housing Properties Trust (Nasdaq: SNH) today announced its financial results for the quarter and year ended December 31, 2017.

Senior Housing Properties Trust – AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4) (February 27th, 2018)

THIS SIXTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4) (this “Amendment”) is made and entered into as of January 1, 2018 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”).

Senior Housing Properties Trust – Senior Housing Properties Trust Supplemental Operating and Financial Data, December 31, 2017 4 W ARNING CONCERNING FO RW ARD LOOKING S TA TEMENTS (continued ) OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. FACTORS THAT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FORWARD LOOKING STATEMENTS AND UPON OUR BUSINESS, RESULTS OF OPERATIONS, FINANCIAL CONDITION, FUNDS FROM OPERATIONS, OR FFO, NORMALIZED FUNDS FROM OPERATIONS, OR NORMALIZED FFO, NET OPERATING INCOME, OR NOI, CASH BASIS NOI, EARNINGS BEFORE IN (February 27th, 2018)
Senior Housing Properties Trust – SECOND SUPPLEMENTAL INDENTURE between SENIOR HOUSING PROPERTIES TRUST and as Trustee Dated as of February 12, 2018 SUPPLEMENTAL TO THE INDENTURE DATED AS OF FEBRUARY 18, 2016 SENIOR HOUSING PROPERTIES TRUST 4.750% Senior Notes due 2028 (February 27th, 2018)

This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of February 12, 2018 between Senior Housing Properties Trust, a real estate investment trust organized and existing under the laws of the State of Maryland (the “Company”) having its principal office at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458, and U.S. Bank National Association, a national banking organization organized and existing under the laws of the United States, as Trustee (the “Trustee”).

Senior Housing Properties Trust – SECOND SUPPLEMENTAL INDENTURE between SENIOR HOUSING PROPERTIES TRUST and as Trustee Dated as of February 12, 2018 SUPPLEMENTAL TO THE INDENTURE DATED AS OF FEBRUARY 18, 2016 (February 12th, 2018)

This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of February 12, 2018 between Senior Housing Properties Trust, a real estate investment trust organized and existing under the laws of the State of Maryland (the “Company”) having its principal office at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458, and U.S. Bank National Association, a national banking organization organized and existing under the laws of the United States, as Trustee (the “Trustee”).

Senior Housing Properties Trust – SENIOR HOUSING PROPERTIES TRUST $500,000,000 Aggregate Principal Amount 4.750% Senior Notes Due 2028 UNDERWRITING AGREEMENT (February 12th, 2018)

Senior Housing Properties Trust, a real estate investment trust organized under the laws of the State of Maryland (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom BBVA Securities Inc., Mizuho Securities USA LLC, RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”), $500,000,000 in aggregate principal amount of its 4.750% Senior Notes Due 2028 (the “Notes”).  The Notes are to be issued pursuant to an indenture dated as of February 18, 2016 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a second supplemental indenture thereto to be dated as of February 12, 2018 (the “Supplemental Indenture”).  The Base Indenture and the Supplemental Indenture are referred to collectively herein as the “Indenture.”  Copies of the Indenture, in substantially final form, h

Senior Housing Properties Trust – POOLING AGREEMENT No. 12 (January 19th, 2018)

THIS POOLING AGREEMENT No. 12 (this “Agreement”) is made as of December 27, 2017 (the “Effective Date”), by and among FVE Managers, Inc. (“Manager”) and the parties listed on Schedule A (each a “TRS” and collectively, “TRSes”).

Senior Housing Properties Trust – POOLING AGREEMENT No. 13 (January 19th, 2018)

THIS POOLING AGREEMENT No. 13 (this “Agreement”) is made as of January 19, 2018 (the “Effective Date”), by and among FVE Managers, Inc. (“Manager”) and the parties listed on Schedule A (each a “TRS” and collectively, “TRSes”).

Senior Housing Properties Trust – THIRD AMENDMENT TO TERM LOAN AGREEMENT (November 9th, 2017)

THIS THIRD AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) dated as of September 20, 2017 by and among SENIOR HOUSING PROPERTIES TRUST, a real estate investment trust formed under the laws of the State of Maryland (the “Borrower”), each of the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

Senior Housing Properties Trust – FIRST AMENDMENT TO POOLING AGREEMENTS (November 9th, 2017)

THIS FIRST AMENDMENT TO POOLING AGREEMENTS (this “Amendment”) is made as of November 8, 2017 by and among FVE Managers, Inc. (“Manager”) and the other parties listed on the signature pages hereto (each a “TRS” and collectively, “TRSes”).

Senior Housing Properties Trust – Senior Housing Properties Trust Announces Third Quarter 2017 Results Third Quarter Net Income Attributable to Common Shareholders of $0.14 Per Share Third Quarter Normalized FFO of $0.44 Per Share (November 9th, 2017)

Newton, MA (November 9, 2017):  Senior Housing Properties Trust (Nasdaq: SNH) today announced its financial results for the quarter and nine months ended September 30, 2017.

Senior Housing Properties Trust – TRANSACTION AGREEMENT by and between FIVE STAR SENIOR LIVING INC. and SENIOR HOUSING PROPERTIES TRUST NOVEMBER 8, 2017 (November 9th, 2017)

THIS TRANSACTION AGREEMENT is made as of November 8, 2017, by and between Five Star Senior Living Inc., a Maryland corporation (“FVE”), on behalf of itself and its subsidiaries, and Senior Housing Properties Trust, a Maryland real estate investment trust (“SNH”), on behalf of itself and its subsidiaries.

Senior Housing Properties Trust – AMENDED AND RESTATED TERM LOAN AGREEMENT Dated as of August 1, 2017 by and among SENIOR HOUSING PROPERTIES TRUST, (August 3rd, 2017)

THIS AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Agreement”) dated as of August 1, 2017 by and among SENIOR HOUSING PROPERTIES TRUST, a real estate investment trust formed under the laws of the State of Maryland (the “Borrower”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.5. (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), with each of WELLS FARGO SECURITIES, LLC and PNC CAPITAL MARKETS LLC, as Joint Lead Arrangers and Joint Bookrunners (each a “Lead Arranger”), PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent (the “Syndication Agent”) and MIZUHO BANK (USA), as Documentation Agent (the “Documentation Agent”).

Senior Housing Properties Trust – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 1, 2017 by and among SENIOR HOUSING PROPERTIES TRUST, (August 3rd, 2017)

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of August 1, 2017 by and among SENIOR HOUSING PROPERTIES TRUST, a real estate investment trust formed under the laws of the State of Maryland (the “Borrower”), each of WELLS FARGO SECURITIES, LLC, RBC CAPITAL MARKETS, CITIGROUP GLOBAL MARKETS INC. and PNC CAPITAL MARKETS LLC, as Joint Lead Arrangers and Joint Bookrunners (each a “Lead Arranger”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.6. (the “Lenders”), each of ROYAL BANK OF CANADA, CITIBANK, N.A. and PNC BANK, NATIONAL ASSOCIATION, as Syndication Agents (each a “Syndication Agent”), each of BANK OF AMERICA, N.A., COMPASS BANK, MIZUHO BANK, LTD., SUMITOMO MITSUI BANKING CORPORATION, BMO HARRIS BANK, N.A. and REGIONS BANK, as Documentation Agents (each a “Documentation Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

Senior Housing Properties Trust – SECOND AMENDMENT TO TERM LOAN AGREEMENT (August 3rd, 2017)

THIS SECOND AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) dated as of August 1, 2017, by and among SENIOR HOUSING PROPERTIES TRUST, a real estate investment trust organized under the laws of the State of Maryland (the “Borrower”), each of the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (together with its successors and assigns, the “Administrative Agent”).

Senior Housing Properties Trust – Senior Housing Properties Trust Announces Second Quarter 2017 Results Second Quarter Net Income Attributable to Common Shareholders of $0.07 Per Share Second Quarter Normalized FFO of $0.44 Per Share (August 3rd, 2017)

Newton, MA (August 3, 2017):  Senior Housing Properties Trust (Nasdaq: SNH) today announced its financial results for the quarter and six months ended June 30, 2017.

Senior Housing Properties Trust – TENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) (August 3rd, 2017)

THIS TENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) (this “Amendment”) is made and entered into as of August 1, 2017, 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”).

Senior Housing Properties Trust – Senior Housing Properties Trust Announces First Quarter 2017 Results First Quarter Net Income Attributable to Common Shareholders of $0.14 Per Share First Quarter Normalized FFO of $0.46 Per Share (May 5th, 2017)

Newton, MA (May 5, 2017):  Senior Housing Properties Trust (Nasdaq: SNH) today announced its financial results for the quarter ended March 31, 2017.

Senior Housing Properties Trust – Senior Housing Properties Trust Announces Fourth Quarter and Year End 2016 Results Fourth Quarter Net Income of $0.18 Per Share Fourth Quarter Normalized FFO of $0.50 Per Share (February 27th, 2017)

Newton, MA (February 27, 2017):  Senior Housing Properties Trust (Nasdaq: SNH) today announced its financial results for the quarter and year ended December 31, 2016.