PARTIAL TERMINATION OF AND FOURTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2)
Exhibit 10.5
PARTIAL TERMINATION OF AND FOURTEENTH AMENDMENT TO
AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 2)
AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 2)
THIS PARTIAL TERMINATION OF AND FOURTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) (this “Amendment”) is made and entered into as of September 17, 2019, 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, that certain Fifth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of August 31, 2012, that certain Partial Termination of and Sixth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of September 19, 2013, that certain Partial Termination of and Seventh Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of June 1, 2014, that certain Partial Termination of and Eighth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of July 20, 2015, that certain Partial Termination of and Ninth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of September 30, 2016, that certain Tenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of August 1, 2017, that certain Eleventh Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of July 31, 2018, that certain Partial Termination and Twelfth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of May 1, 2019 and that certain Thirteenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of May, 2019 (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, Amended Lease No. 2 was further modified by that certain Transaction Agreement, dated as of April 1, 2019, between Five Star Senior Living Inc., on behalf of itself and certain of its subsidiaries, and Senior Housing Properties Trust, on behalf of itself and certain of its subsidiaries (the “Transaction Agreement”);
- 1 -
WHEREAS, simultaneously herewith, SPTIHS Properties Trust is selling the real property and related improvements known as (i) West Bridge Care & Rehabilitation located at 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx, as more particularly described on Exhibit A-20 to Amended Lease No. 2, (ii) Woodhaven Care Center located at 000 X. 0xx Xxxxxx, Xxxxxxxxx, Xxxxxx, as more particularly described on Exhibit A-22 to Amended Lease No. 2, (iii) Crestview Health Care Center located at 0000 Xxxx Xxxxx Xxxxxx, X.X. Xxx X, Xxxxxxx, Xxxxxxxx, as more particularly described on Exhibit A-35 to Amended Lease No. 2, (iv) Morys Haven located at 0000 00xx Xxxxxx, Xxxxxxxx, Xxxxxxxx, as more particularly described on Exhibit A-31 to Amended Lease No. 2, (v) Utica Community Care Center located at 0000 Xxxxxxxxxx Xxxxxx, Xxxxx, Xxxxxxxx, as more particularly described on Exhibit A-36 to Amended Lease No. 2 and (vi) Wedgewood Care Center located at 000 Xxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxxxxx, as more particularly described on Exhibit A-33 to Amended Lease No. 2 (collectively, the “Midwest Properties”); 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. 2 to terminate Amended Lease No. 2 with respect to the Midwest Properties;
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, effective as of the date hereof, as follows:
1. Partial Termination of Lease. Amended Lease No. 2 is terminated with respect to the Midwest Properties and neither Landlord nor Tenant shall have any further rights or liabilities thereunder with respect to the Midwest Properties from and after the date hereof, except for those rights and liabilities which by their terms survive the termination of Amended Lease No. 2.
2. Minimum Rent. The defined term “Minimum Rent” set forth in Section 1.67 of Amended Lease No. 2 is hereby reduced by the sum of Fifty-Three Thousand One Hundred Thirty-Three and 49/100 Dollars ($53,133.49) per month in accordance with Section 2.1(1)(b) of the Transaction Agreement.
3. Schedule 1. Schedule 1 to Amended Lease No. 2 is deleted in its entirety and replaced with Schedule 1 attached hereto.
4. Exhibit A. Exhibit A to Amended Lease No. 2 is amended by deleting Exhibits X-00, X-00, X-00, X-00, X-00 and A-36 attached thereto in their entirety and replacing each with “Intentionally Deleted.”
5. Ratification. As amended hereby, Amended Lease No. 2 is ratified and confirmed.
[Remainder of page intentionally left blank; signature pages follow]
- 2 -
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as a sealed instrument as of the date first above written.
LANDLORD:
CCC FINANCING I TRUST,
CCC INVESTMENTS I, L.L.C.,
CCC OF KENTUCKY TRUST,
CCC PUEBLO NORTE TRUST,
CCDE SENIOR LIVING LLC,
CCOP SENIOR LIVING LLC,
O.F.C. CORPORATION,
SNH CHS PROPERTIES TRUST,
SNH/LTA PROPERTIES GA LLC,
SNH/LTA PROPERTIES TRUST,
SNH SOMERFORD PROPERTIES TRUST,
SPTIHS PROPERTIES TRUST, and
SPTMNR PROPERTIES TRUST
By: /s/ Xxxxxxxx X. Xxxxxxx
Xxxxxxxx X. Xxxxxxx
President of each of the foregoing entities
CCC FINANCING LIMITED, L.P.
By: CCC Retirement Trust,
its General Partner
By: /s/ Xxxxxxxx X. Xxxxxxx
Xxxxxxxx X. Xxxxxxx
President
CCC RETIREMENT COMMUNITIES II, L.P.
By: Crestline Ventures LLC,
its General Partner
By: /s/ Xxxxxxxx X. Xxxxxxx
Xxxxxxxx X. Xxxxxxx
President
[Signature Page to Partial Termination of and Fourteenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2)]
LEISURE PARK VENTURE LIMITED PARTNERSHIP
By: CCC Leisure Park Corporation,
its General Partner
By: /s/ Xxxxxxxx X. Xxxxxxx
Xxxxxxxx X. Xxxxxxx
President
[Signature Page to Partial Termination of and Fourteenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2)]
TENANT:
FIVE STAR QUALITY CARE TRUST
By: /s/ Xxxxxxxxx X. Xxxxxx
Xxxxxxxxx X. Xxxxxx
President
FS TENANT HOLDING COMPANY TRUST
By: /s/ Xxxxxxxxx X. Xxxxxx
Xxxxxxxxx X. Xxxxxx
President
[Signature Page to Partial Termination of and Fourteenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2)]
SCHEDULE 1
PROPERTY-SPECIFIC INFORMATION
Exhibit | Property Address | Base Gross Revenues (Calendar Year) | Base Gross Revenues (Dollar Amount) | Commencement Date | Interest Rate |
A-1 | Ashton Gables in Riverchase 0000 Xxxxxxx Xxxx Xxxxx Xxxxxxxxxx, XX 00000 | 2009 | $2,121,622 | 08/01/2008 | 8% |
X-0 | Xxxxxxxx Xxxxxxx 0000 Xxxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000 | 2009 | $2,692,868 | 08/01/2008 | 8% |
A-3 | Forum at Pueblo Norte 7090 East Mescal Xxxxxx Xxxxxxxxxx, XX 00000 | 2005 | $11,470,312 | 01/11/2002 | 10% |
A-4 | Intentionally deleted. | X/X | X/X | X/X | X/X |
A-5 | Intentionally deleted. | X/X | X/X | X/X | X/X |
X-0 | Xxxxxxx Xxxxx Nursing & Rehabilitation Xxxxxx 000 Xxxxxxxx Xxxxxx Xxxxx Xxxx, XX 00000 | 2005 | $4,104,100 | 12/31/2001 | 10% |
X-0 | Xxxxxxx Xxxxxxx Care Center 110 Xxxx Xxx Xxxxx Xxxxxx Xxxxxxxx Xxxxxxx, XX 00000 | 2005 | $4,799,252 | 12/31/2001 | 10% |
X-0 | Xxxxxx Xxxx Xxxx Xxxxxx 0000 Xxxxx Xxxx Xxxxxx Xxxxx, XX 00000 | 2005 | $4,310,982 | 12/31/2001 | 10% |
A-9 | Cedars Healthcare Center 1599 Xxxxxxx Xxxxxx Xxxxxxxx, XX 00000 | 2005 | $6,964,007 | 12/31/2001 | 10% |
X-00 | Xxxxxxxxx 000 Xxxxxx Xxxx Xxxx Xxxxxx, XX 00000 | 2005 | $11,410,121 | 01/11/2002 | 10% |
X-00 | Xxxxxxx Xxxxx 0000 Xxxxx Xxxx Xxxxxxxxxx, XX 00000 | 2005 | $13,446,434 | 01/11/2002 | 10% |
X-00 | Xxxxx Xxxxx Xxxxx 000 Xxxxx Xxxx Xxxxxxxxxx, XX 00000 | 2005 | $4,430,251 | 01/11/2002 | 10% |
X-00 | Xxxxxxx Xxxxx 0000 Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000 | 2005 | $9,333,057 | 01/11/2002 | 10% |
X-00 | Xxxxx xx Xxxx Xxxxx 0000 Xxxx Xxxxx Xxxxxxx Xxxx Xxxx. Xxxxxxxxx Xxxxx, XX 00000 | 2005 | $12,323,581 | 01/11/2002 | 10% |
X-00 | Xxxxxxxxxx Xxxxx 00000 Xxxxxxx Lane Fort Xxxxx, FL 33907 | 2005 | $2,577,612 | 01/11/2002 | 10% |
X-00 | Xxxxxxxxxxxx 000 Xxxxxxxxx Xxxxxx Xxxxx Xxxx Xxxx Xxxxx, XX 00000 | 2005 | $7,920,202 | 01/11/2002 | 10% |
X-00 | Xxxxxxxxxxx xx Xxxxxx 0000 Xxxxx Xxxxxx Xxxxx Xxxxxx, XX 00000 | 2006 | $1,560,026 | 11/19/2004 | 9% |
X-00 | Xxxxx Xxxx Xxxxxx Xxxxxx 0000 Skidaway Xxxx Xxxxxxxx, XX 00000 | 2007 | $2,108,378 | 11/01/2006 | 8.25% |
A-19 | Intentionally deleted. | N/A | N/A | N/A | N/A |
Exhibit | Property Address | Base Gross Revenues (Calendar Year) | Base Gross Revenues (Dollar Amount) | Commencement Date | Interest Rate |
A-20 | Intentionally deleted. | N/A | N/A | N/A | N/A |
X-00 | Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxx 0000 Tamarack Xxxxx Xxxxxxxxxxx, XX 00000 | 2009 | $12,061,814 | 11/01/2008 | 8% |
A-22 | Intentionally deleted. | X/X | X/X | X/X | X/X |
X-00 | Xxxxxxxxx at Country Xxxxx 000 Xxxxx Xxxxxxx Xxxx Xxxxxxxxx, XX 00000 | 2005 | $4,928,052 | 01/11/2002 | 10% |
A-24 | Lexington Country Place 700 Xxxxx Xxxxxxx Xxxx Xxxxxxxxx, XX 00000 | 2005 | $8,893,947 | 01/11/2002 | 10% |
A-25 | Intentionally deleted. | X/X | X/X | X/X | X/X |
A-26 | Intentionally deleted. | X/X | X/X | X/X | X/X |
A-27 | HeartFields at Bowie 7600 Xxxxxx Xxxxx Xxxx Xxxxx, XX 00000 | 2005 | $2,436,102 | 10/25/2002 | 10% |
A-28 | HeartFields at Frederick 1820 Xxxxxx Xxxxx Xxxxxxxxx, XX 00000 | 2005 | $2,173,971 | 10/25/2002 | 10% |
A-29 | Intentionally deleted. | X/X | X/X | X/X | X/X |
A-30 | Intentionally deleted. | X/X | X/X | X/X | X/X |
A-31 | Intentionally deleted. | X/X | X/X | X/X | X/X |
A-32 | Intentionally deleted. | X/X | X/X | X/X | X/X |
A-33 | Intentionally deleted. | X/X | X/X | X/X | X/X |
A-34 | Intentionally deleted. | X/X | X/X | X/X | X/X |
A-35 | Intentionally deleted. | X/X | X/X | X/X | X/X |
A-36 | Intentionally deleted. | X/X | X/X | X/X | X/X |
X-00 | Xxxxxxx Xxxx 0000 Xxxxx 00 Xxxxxxxx, XX 00000 | 2005 | $14,273,446 | 01/07/2002 | 10% |
X-00 | Xxxxxxxxxx Xxxxx 00 Xxxxxxxxxx Xxxx Xxxxxxxxx Xxxxxxxx Xxxxxx Xxxxx, XX 00000 | 2006 | $4,151,818 | 10/31/2005 | 9% |
X-00 | Xxxxx Xxxxxx xx Xxxxxxxxx 000 Xxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 | 2006 | $2,332,574 | 10/31/2005 | 9% |
A-40 | Overlook Xxxxx 0000 Xxxxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 | 2006 | $3,878,300 | 10/31/2005 | 9% |
X-00 | Xxxxxx Xxxxx Xxxxx 0000 Xxxxxxx 00 Xxxxx Xxxxxx Xxxxx, XX 00000 | 2005 | $6,138,714 | 01/11/2002 | 10% |
X-00 | Xxxxxxxxxxx xx Xxxxxxxx 0000 XxXxxx Xxxx Xxxxxxxx, XX 00000 | 2006 | $1,381,775 | 11/19/2004 | 9% |
X-00 | Xxxxxxxx Xxxxx at Xxxxxx 000 Xxxxxxxxxx Xxxxx Xxxxxx, XX 00000 | 2009 | $1,469,683 | 02/07/2008 | 8% |
Exhibit | Property Address | Base Gross Revenues (Calendar Year) | Base Gross Revenues (Dollar Amount) | Commencement Date | Interest Rate |
A-44 | Forum at Xxxx Xxxx 0000 Xxxx Xxxx Xxxxxx, XX 00000 | 2005 | $13,620,931 | 01/11/2002 | 10% |
X-00 | Xxxxxxxx Xxxxx at Fredericksburg 96 Xxxxxxxxx Xxxx Xxxxxxxxxxxxxx, XX 00000 | 2009 | $1,386,771 | 02/07/2008 | 8% |
A-46 | Intentionally deleted. | X/X | X/X | X/X | X/X |
A-47 | Intentionally deleted. | X/X | X/X | X/X | X/X |
X-00 | XxxxxXxxxxx - Xxx Xxxxx Independent Senior Apartments and Meadowmere - Xxxxxxxx Xxxxx - Oak Creek 700 East Stonegate Drive and 000 Xxxx Xxxxx Xxxx Xxx Xxxxx, XX 00000 | 2009 | $4,189,440 | 01/04/2008 | 8% |
A-49 | Intentionally deleted. | N/A | N/A | N/A | N/A |
A-50 | The Virginia Health & Rehabilitation Xxxxxx 0000 Xxxxxxxxx Xxxxxx Xxxxxxxx, XX 00000 | 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% |
X-00 | Xxxxx xx Xx. Xxxxx Xxxx 000 N.W. Cashmere Boulevard Port St. Lucie, Florida | 2012 | $2,903,642 | 07/22/2011 | 7.5% |
A-53 | Forum at Desert Harbor 13840 Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx, XX 00000 | 2005 | $9,830,918 | 01/11/2002 | 10.0% |
A-54 | Forum at Tucson 0000 Xxxxx Xxxxxxxx Xxxx. Xxxxxx, XX 00000 | 2005 | $13,258,998 | 01/11/2002 | 10.0% |
X-00 | Xxxx Xxxxxx at Coral Springs 0000 Xxxxx Xxxx Xxxx. Xxxxx Xxxxxxx, XX 00000 | 2005 | $11,229,677 | 01/11/2002 | 10.0% |
A-56 | Gables at Winchester 000 Xxxxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 | 2005 | $6,937,852 | 01/11/2002 | 10.0% |
A-57 | Forum at Memorial Xxxxx 000 Xxxxx Xxxx Xxx Xxxx Xxxxxxx, XX 00000 | 2005 | $19,734,400 | 01/11/2002 | 10.0% |
