PARTIAL TERMINATION OF AND SECOND AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4)
Exhibit 10.3
PARTIAL TERMINATION OF AND SECOND AMENDMENT TO
AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 4)
THIS PARTIAL TERMINATION OF AND SECOND AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4) (this “Amendment”) is made and entered into as of May 1, 2011 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. 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 ( 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 or about the date hereof, SPTIHS Properties Trust is selling a portion of the Leased Property consisting of the real property and related improvements known as (a) the Southland Care Center located at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx and more particularly described on Exhibit A-4 to Amended Lease No. 4 (the “Southland Property”) and (b) the Autumn Breeze Healthcare Center, located at 0000 Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx and more particularly described on Exhibit A-5 to Amended Lease No. 4 (the “Autumn Breeze Property”); and
WHEREAS, in connection with the sale of the Southland Property and the Autumn Breeze Property, SPTIHS Properties Trust, the other entities comprising Landlord and Tenant wish to amend Amended Lease No. 4 to terminate Amended Lease No. 4 with respect to the Southland Property and the Autumn Breeze 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. 4 is hereby amended as follows:
1. Partial Termination of Lease. Amended Lease No. 4 is terminated with respect to the Southland Property and the Autumn Breeze Property and neither Landlord nor Tenant shall have any further rights or liabilities thereunder with respect to the Southland Property or the Autumn Breeze Property from and after the date hereof, except for those rights and liabilities which by their terms survive the termination of Amended Lease No. 4.
2. Definition of Minimum Rent. The defined term “Minimum Rent” set forth in Section 1.68 of Amended Lease No. 4 is deleted in its entirety and replaced with the following:
“Minimum Rent” shall mean the sum of Twenty-One Million, Nine Hundred Thirty-Three Thousand, Three Hundred Sixty-Four and 60/100 Dollars ($21,933,394.60) per annum.
3. Schedule 1. Schedule 1 to Amended Lease No. 4 is deleted in its entirety and replaced with Schedule 1 attached hereto.
4. Exhibit A. Exhibit A to Amended Lease No. 4 is amended by deleting the text of each of Exhibit A-4 and Exhibit A-5 attached thereto in its entirety and replacing it with “Intentionally Deleted.”
5. Ratification. As amended hereby, Amended Lease No. 4 is ratified and confirmed.
[Remainder of page intentionally left blank;
signature pages follow]
IN WITNESS WHEREOF, the parties have executed this Amendment as a sealed instrument as of the date above first written.
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LANDLORD: | |
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SNH SOMERFORD PROPERTIES TRUST | |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Xxxxx X. Xxxxxxx |
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President |
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SNH NS PROPERTIES TRUST | |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Xxxxx X. Xxxxxxx |
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President |
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SNH/LTA PROPERTIES TRUST | |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Xxxxx X. Xxxxxxx |
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President |
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SPTIHS PROPERTIES TRUST | |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Xxxxx X. Xxxxxxx |
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President |
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SNH CHS PROPERTIES TRUST | |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Xxxxx X. Xxxxxxx |
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President |
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SNH/LTA PROPERTIES GA LLC | |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Xxxxx X. Xxxxxxx |
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President |
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CCOP SENIOR LIVING LLC | |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Xxxxx X. Xxxxxxx |
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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/ Xxxxx X. Xxxxxx Xx. |
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Xxxxx X. Xxxxxx Xx. |
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President |
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FIVE STAR QUALITY CARE - NS TENANT, LLC | |
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By: |
/s/ Xxxxx X. Xxxxxx Xx. |
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Xxxxx X. Xxxxxx Xx. |
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President |
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FS TENANT HOLDING COMPANY TRUST | |
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By: |
/s/ Xxxxx X. Xxxxxx Xx. |
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Xxxxx X. Xxxxxx Xx. |
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President |
SCHEDULE 1
PROPERTY-SPECIFIC INFORMATION
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Exhibit |
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Property Address |
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Base Gross |
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Base Gross |
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Commencement |
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Interest |
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X-0 |
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Xxxxxxxxx Xxxxx - Xxxxxxxx 0000 Xxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 |
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2009 |
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N/A |
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03/31/2008 |
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8 |
% | |
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A-2 |
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La Villa Grande Care Center 0000 Xxxxxx Xxxxxxxxx Xxxxx Xxxxx Xxxxxxxx, XX 00000 |
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2005 |
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$ |
5,205,189 |
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12/31/2001 |
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10 |
% |
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A-3 |
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Court at Palm-Aire 0000 Xxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxx, XX 00000 |
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2007 |
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$ |
12,992,201 |
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09/01/2006 |
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8.25 |
% |
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A-4 |
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Intentionally Deleted |
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N/A |
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N/A |
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N/A |
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N/A |
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A-5 |
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Intentionally Deleted |
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X/X |
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X/X |
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X/X |
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X/X |
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X-0 |
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Xxxxxxxxx Xxxxxxx 0000 Xxxxxxxx Xxxx Xxxxxx, XX 00000 |
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2006 |
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$ |
2,240,421 |
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06/03/2005 |
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9 |
% |
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A-7 |
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Westridge Quality Care & Rehabilitation 000 Xxxxx Xxxxx Xxxxxxxx, XX 00000 |
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2005 |
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$ |
2,933,641 |
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12/31/2001 |
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10 |
% |
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X-0 |
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Xxxxxxx Xxxxxxx 000 Xxxxxxxxx Xxxx Xxxxxxxxxxx, XX 00000 |
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2007 |
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$ |
1,802,414 |
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09/01/2006 |
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8.25 |
% |
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A-9 |
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Overland Park Place 0000 Xxxx 00xx Xxxxxx Xxxxxxxx Xxxx, XX 00000 |
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2005 |
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$ |
2,539,735 |
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10/25/2002 |
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10 |
% |
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A-10 |
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Morningside of Mayfield 0000 Xxxx Xxxxxxxx Xxxxxxxx, XX 00000 |
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2006 |
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$ |
1,197,256 |
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11/19/2004 |
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9% |
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A-11 |
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The Neighborhood of Somerset 000 Xxxxxxxxxx Xxxxx Xxxxxxxx, XX 00000 |
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2007 |
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$ |
1,893,629 |
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11/05/2006 |
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8.25 |
% |
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X-00 |
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Xxxxxxxxxx Xxxx Xxxxxxxxxx Xxxxxxx 000 Xxxxxxxxxx Xxxxxx Xxxxx Xxxxxx, XX 00000 |
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2009 |
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N/A |
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02/17/2008 |
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8 |
% | |
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A-13 |
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Westgate Assisted Living 0000 Xxxxx 00xx Xxxxxx Xxxxx, XX 00000 |
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2006 |
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$ |
2,210,173 |
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06/03/2005 |
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9 |
% |
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A-14 |
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NewSeasons at Cherry Hill 000 Xxxxxx Xxxxxxx Xxxx Xxxxxx Xxxx, XX 00000* |
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N/A |
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N/A |
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12/29/2003 |
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10 |
% | |
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X-00 |
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XxxXxxxxxx xx Xxxxx Xxxxxxxxx 0 Xxxxxxxx Xxxxx Xxxxx Xxxxxxxxx, XX 00000* |
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N/A |
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N/A |
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12/29/2003 |
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10 |
% | |
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A-16 |
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NewSeasons at New Britain 000 Xxxxx Xxxxx Xxxxxxxx, XX 00000* |
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N/A |
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N/A |
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12/29/2003 |
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10 |
% | |
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A-17 |
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NewSeasons at Clarks Summit 000 Xxxxxx Xxxxxxx Xxxxxx Xxxxxx, XX 00000* |
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N/A |
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N/A |
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12/29/2003 |
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10 |
% | |
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A-18 |
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NewSeasons at Exton 000 Xxxxx Xxxxxxxxx Xxxx Xxxxx, XX 00000* |
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N/A |
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N/A |
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12/29/2003 |
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10 |
% | |
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X-00 |
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XxxXxxxxxx xx Xxxx Xxxxx (Xxxxxxxxxxxx) 000 Xxxxxxxxx Xxxx Xxxx Xxxxx, XX 00000* |
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N/A |
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N/A |
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12/29/2003 |
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10 |
% | |
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A-20 |
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NewSeasons at Xxxxxxx Court 000 Xxxxxxxxxxx Xxxxxx Xxxxxxxx, XX 00000* |
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N/A |
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N/A |
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12/29/2003 |
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10 |
% | |
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X-00 |
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Xxxxxxxxxxx xx Xxxxxxxxx 000 Xxxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 |
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2006 |
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$ |
1,322,836 |
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06/03/2005 |
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9 |
% |
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A-22 |
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Montevista at Coronado 0000 Xxxxxxxxx Xxxxxx Xx Xxxx, XX 00000 |
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2005 |
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$ |
8,149,609 |
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01/11/2002 |
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10 |
% |
“*” indicates New Seasons Property
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X-00 |
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Xxxxxxxx Xxxxxxx at Poquoson 000 Xxxxx Xxxxx Xxxx Xxxxxxxx, XX 00000 |
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2005 |
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$ |
1,359,832 |
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5/30/2003 |
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10 |
% |
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A-24 |
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Morningside in the West End 0000 Xxxxxxxx Xxxx Xxxxxxxx, XX 00000 |
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2006 |
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$ |
3,792,363 |
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11/19/2004 |
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9 |
% |
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A-25 |
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Worland Healthcare & Rehabilitation Center 0000 Xxxxxx Xxxxxx Xxxxxxx, XX 00000 |
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2005 |
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$ |
3,756,035 |
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12/31/2001 |
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10 |
% |
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A-26 |
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Xxxxxxx Xxxxx at Alvamar 0000 Xxxxxxxxx Xxxxx, Xxxxxxxx, XX 00000 |
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2010 |
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N/A |
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10/01/2009 |
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8.75 |
% | |
