PARTIAL TERMINATION OF AND NINTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2)
Exhibit 10.2
PARTIAL TERMINATION OF AND NINTH AMENDMENT TO
(LEASE NO. 2)
THIS PARTIAL TERMINATION OF AND NINTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) (this "Amendment") is made and entered into as of September 29, 2016, 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, and that certain Partial Termination of and Eighth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of July 20, 2015 (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, SPTMNR Properties Trust and Five Star Quality Care-WI, LLC have agreed to sell the Property formerly known as River Hills West and having any address at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (the "Pewaukee Property"); and
WHEREAS, in connection with the sale of the Pewaukee Property, Landlord and Tenant wish to amend Amended Lease No. 2 to terminate Amended Lease No. 2 with respect to the Pewaukee Property effective as of the date hereof;
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. 2 is hereby amended as follows:
1. Partial Termination of Lease. Amended Lease No. 2 is terminated with respect to the Pewaukee Property and neither Landlord nor Tenant shall have any further rights or liabilities thereunder with respect to the Pewaukee Property 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 deleted in its entirety and replaced with the following:
"Minimum Rent" shall mean the sum of Sixty-Four Million Two Hundred Eighty-Seven Thousand Seven Hundred Thirty-Nine and 93/100ths Dollars ($64,287,739.93) per annum.
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 Exhibit A-49 attached thereto in its entirety and replacing it 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:
SPTIHS PROPERTIES TRUST
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President
SPTMNR PROPERTIES TRUST
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President
SNH/LTA PROPERTIES GA LLC
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President
SNH/LTA PROPERTIES TRUST
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President
O.F.C. CORPORATION
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SNH CHS PROPERTIES TRUST
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President
CCC OF KENTUCKY TRUST
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President
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LEISURE PARK VENTURE LIMITED PARTNERSHIP
By: CCC Leisure Park Corporation,
its General Partner
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President
CCDE SENIOR LIVING LLC
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President
CCOP SENIOR LIVING LLC
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President
CCC PUEBLO NORTE TRUST
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President
CCC RETIREMENT COMMUNITIES II, L.P.
By: Crestline Ventures LLC,
its General Partner
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President
CCC INVESTMENTS I, L.L.C.
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President
CCC FINANCING I TRUST
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President
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CCC FINANCING LIMITED, L.P.
By: CCC Retirement Trust,
its General Partner
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President
SNH SOMERFORD PROPERTIES TRUST
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President
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TENANT:
FIVE STAR QUALITY CARE TRUST
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President
FS TENANT HOLDING COMPANY TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.
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President
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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 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2009 | $2,121,622 | 08/01/2008 | 8% |
▇-▇ | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2009 | $2,692,868 | 08/01/2008 | 8% |
A-3 | Forum at Pueblo Norte 7090 East Mescal ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $11,470,312 | 01/11/2002 | 10% |
A-4 | La Salette Health and Rehabilitation Center 537 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $7,726,002 | 12/31/2001 | 10% |
A-5 | Thousand Oaks Health Care Center 93 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $8,087,430 | 12/31/2001 | 10% |
▇-▇ | ▇▇▇▇▇▇▇ ▇▇▇▇▇ Nursing & Rehabilitation ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $4,104,100 | 12/31/2001 | 10% |
▇-▇ | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Care Center 110 ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $4,799,252 | 12/31/2001 | 10% |
▇-▇ | ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $4,310,982 | 12/31/2001 | 10% |
A-9 | Cedars Healthcare Center 1599 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $6,964,007 | 12/31/2001 | 10% |
▇-▇▇ | ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $11,410,121 | 01/11/2002 | 10% |
▇-▇▇ | ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $13,446,434 | 01/11/2002 | 10% |
▇-▇▇ | ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $4,430,251 | 01/11/2002 | 10% |
▇-▇▇ | ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $9,333,057 | 01/11/2002 | 10% |
▇-▇▇ | ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $12,323,581 | 01/11/2002 | 10% |
▇-▇▇ | ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Lane Fort ▇▇▇▇▇, FL 33907 | 2005 | $2,577,612 | 01/11/2002 | 10% |
▇-▇▇ | ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $7,920,202 | 01/11/2002 | 10% |
▇-▇▇ | ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2006 | $1,560,026 | 11/19/2004 | 9% |
▇-▇▇ | ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Skidaway ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2007 | $2,108,378 | 11/01/2006 | 8.25% |
A-19 | Intentionally deleted. | ▇/▇ | ▇/▇ | ▇/▇ | ▇/▇ |
▇-▇▇ | ▇▇▇▇ ▇▇▇▇▇▇ Care & Rehabilitation 1015 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $3,157,928 | 12/31/2001 | 10% |
▇-▇▇ | ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Tamarack ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2009 | $12,061,814 | 11/01/2008 | 8% |
▇-▇▇ | ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $2,704,674 | 12/31/2001 | 10% |
A-23 | Lafayette at Country ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $4,928,052 | 01/11/2002 | 10% |
A-24 | Lexington Country Place 700 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $8,893,947 | 01/11/2002 | 10% |
A-25 | Intentionally deleted. | ▇/▇ | ▇/▇ | ▇/▇ | ▇/▇ |
A-26 | Intentionally deleted. | ▇/▇ | ▇/▇ | ▇/▇ | ▇/▇ |
A-27 | HeartFields at Bowie 7600 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $2,436,102 | 10/25/2002 | 10% |
A-28 | HeartFields at Frederick 1820 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $2,173,971 | 10/25/2002 | 10% |
A-29 | Intentionally deleted. | ▇/▇ | ▇/▇ | ▇/▇ | ▇/▇ |
A-30 | Intentionally deleted. | ▇/▇ | ▇/▇ | ▇/▇ | ▇/▇ |
A-31 | Morys ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 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 800 Stoeger ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $4,000,565 | 12/31/2001 | 10% |
A-34 | Intentionally deleted. | ▇/▇ | ▇/▇ | ▇/▇ | ▇/▇ |
▇-▇▇ | ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $2,284,407 | 12/31/2001 | 10% |
A-36 | Utica Community Care ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $1,950,325 | 12/31/2001 | 10% |
▇-▇▇ | ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $14,273,446 | 01/07/2002 | 10% |
▇-▇▇ | ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2006 | $4,151,818 | 10/31/2005 | 9% |
▇-▇▇ | ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2006 | $2,332,574 | 10/31/2005 | 9% |
A-40 | Overlook ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2006 | $3,878,300 | 10/31/2005 | 9% |
▇-▇▇ | ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $6,138,714 | 01/11/2002 | 10% |
▇-▇▇ | ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2006 | $1,381,775 | 11/19/2004 | 9% |
▇-▇▇ | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2009 | $1,469,683 | 02/07/2008 | 8% |
A-44 | Forum at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $13,620,931 | 01/11/2002 | 10% |
▇-▇▇ | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at Fredericksburg 96 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2009 | $1,386,771 | 02/07/2008 | 8% |
A-46 | Intentionally deleted. | ▇/▇ | ▇/▇ | ▇/▇ | ▇/▇ |
A-47 | Intentionally deleted. | ▇/▇ | ▇/▇ | ▇/▇ | ▇/▇ |
▇-▇▇ | ▇▇▇▇▇▇▇▇▇▇▇ - ▇▇▇ ▇▇▇▇▇ Independent Senior Apartments and Meadowmere - ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ - Oak Creek 700 East Stonegate Drive and ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 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 ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 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% |
▇-▇▇ | ▇▇▇▇▇ ▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ N.W. Cashmere Boulevard Port St. Lucie, Florida | 2012 | $2,903,642 | 07/22/2011 | 7.5% |
A-53 | Forum at Desert Harbor 13840 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $9,830,918 | 01/11/2002 | 10.0% |
A-54 | Forum at Tucson 2500 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $13,258,998 | 01/11/2002 | 10.0% |
▇-▇▇ | ▇▇▇▇ ▇▇▇▇▇▇ at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $11,229,677 | 01/11/2002 | 10.0% |
▇-▇▇ | ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $6,937,852 | 01/11/2002 | 10.0% |
A-57 | Forum at Memorial ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 2005 | $19,734,400 | 01/11/2002 | 10.0% |