Exhibit 10.2
PARTIAL TERMINATION OF AND FOURTH AMENDMENT TO
AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 1)
THIS PARTIAL TERMINATION OF AND FOURTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 1) (this “Amendment”) is made and entered into as of August 1, 2010 by and among each of the parties identified on the signature pages hereof as a landlord (collectively, “Landlord”) and FIVE STAR QUALITY CARE TRUST, a Maryland business trust (“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. 1), 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. 1), dated as of October 1, 2009, that certain Second Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of November 17, 2009, and that certain Third Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of December 10, 2009 (as so amended, “Amended Lease No. 1”), 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. 1), all as more particularly described in Amended Lease No. 1; and
WHEREAS, on or about the date hereof, SPTIHS Properties Trust has sold a portion of the Leased Property consisting of the real property and related improvements known as the Rose Brook Care Center located at 106 Fifth Street, Edgar, Nebraska and more particularly described on Exhibit A-35 to Amended Lease No. 1 (the “Rose Brook Property”); and
WHEREAS, SPTIHS Properties Trust, the other entities comprising Landlord and Tenant wish to amend Amended Lease No. 1 to terminate Amended Lease No. 1 with respect to the Rosebrook 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. 1 is hereby amended as follows:
1. Partial Termination of Lease. Amended Lease No. 1 is terminated with respect to the Rose Brook Property and neither Landlord nor Tenant shall have any further rights or liabilities thereunder with respect to the Rose Brook Property from and after the date hereof, except for those rights and liabilities which by their terms survive the termination of Amended Lease No. 1.
2. Definition of Minimum Rent. The defined term “Minimum Rent” set forth in Section 1.68 of Amended Lease No. 1 is deleted in its entirety and replaced with the following:
“Minimum Rent” shall mean the sum of Fifty-Two Million, Eight Hundred Ninety-Eight Thousand, Six Hundred Seventy-One and 89/100 Dollars ($52,898,671.89) per annum.
3. Schedule 1. Schedule 1 to Amended Lease No. 1 is deleted in its entirety and replaced with Schedule 1 attached hereto.
4. Exhibit A. Exhibit A to Amended Lease No. 1 is amended by deleting Exhibit A-35 attached thereto in its entirety and replacing it with “Intentionally Deleted.”
5. Ratification. As amended hereby, Amended Lease No. 1 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.
| LANDLORD: | |
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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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| 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 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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| 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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| 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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| 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 |
SCHEDULE 1
PROPERTY-SPECIFIC INFORMATION
Exhibit |
| Property Address |
| Base Gross |
| Base Gross |
| Commencement |
| Interest |
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A–1 |
| La Mesa Healthcare Center |
| 2005 |
| $ | 6,333,157 |
| 12/31/2001 |
| 10 | % |
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A–2 |
| SunQuest Village of Yuma |
| 2005 |
| $ | 543,595 |
| 12/31/2001 |
| 10 | % |
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A–3 |
| Somerford Place - Encinitas |
| 2009 |
| N/A |
| 03/31/2008 |
| 8 | % | |
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A–4 |
| Somerford Place - Fresno Fresno, CA 93711 |
| 2009 |
| N/A |
| 03/31/2008 |
| 8 | % | |
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A–5 |
| Lancaster Healthcare Center |
| 2005 |
| $ | 6,698,648 |
| 12/31/2001 |
| 10 | % |
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A–6 |
| Somerford Place - Redlands |
| 2009 |
| N/A |
| 03/31/2008 |
| 8 | % | |
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A–7 |
| Somerford Place - Roseville |
| 2009 |
| N/A |
| 03/31/2008 |
| 8 | % | |
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A–8 |
| Leisure Pointe |
| 2007 |
| $ | 1,936,220 |
| 09/01/2006 |
| 8.25 | % |
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A–9 |
| Van Nuys Health Care Center |
| 2005 |
| $ | 3,626,353 |
| 12/31/2001 |
| 10 | % |
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A–10 |
| Mantey Heights |
| 2005 |
| $ | 5,564,949 |
| 12/31/2001 |
| 10 | % |
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A–11 |
| Cherrelyn Healthcare Center |
| 2005 |
| $ | 12,574,200 |
| 12/31/2001 |
| 10 | % |
Exhibit |
| Property Address |
| Base Gross |
| Base Gross |
| Commencement |
| Interest |
| |
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A–12 |
| Somerford House and Somerford Place - Newark I & II |
| 2009 |
| N/A |
| 03/31/2008 |
| 8 | % | |
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A–13 |
| Tuscany Villa Of Naples (aka Buena Vida) |
| 2008 |
| $ | 2,157,675 |
| 09/01/2006 |
| 8.25 | % |
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A–14 |
| College Park Healthcare Center |
| 2005 |
| $ | 4,130,893 |
| 12/31/2001 |
| 10 | % |
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A–15 |
| Morningside of Columbus |
| 2006 |
| $ | 1,381,462 |
| 11/19/2004 |
| 9 | % |
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A–16 |
| Morningside of Dalton |
| 2006 |
| $ | 1,196,357 |
| 11/19/2004 |
| 9 | % |
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A–17 |
| Morningside of Evans |
| 2006 |
| $ | 1,433,421 |
| 11/19/2004 |
| 9 | % |
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A–18 |
| Vacant Land Adjacent to Morningside of Macon |
| 2006 |
| N/A |
| 11/19/2004 |
| 9 | % | |
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A–19 |
| Intentionally Deleted. |
| N/A |
| N/A |
| N/A |
| N/A |
| |
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A–20 |
| Union Park Health Services |
| 2005 |
| $ | 4,404,678 |
| 12/31/2001 |
| 10 | % |
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A–21 |
| Park Place |
| 2005 |
| $ | 8,109,512 |
| 12/31/2001 |
| 10 | % |
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A–22 |
| Prairie Ridge Care & Rehabilitation |
| 2005 |
| $ | 3,234,505 |
| 12/31/2001 |
| 10 | % |
|
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A–23 |
| Ashwood Place |
| 2007 |
| $ | 1,769,726 |
| 09/01/2006 |
| 8.25 | % |
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A–24 |
| Somerford Place - Annapolis |
| 2009 |
| N/A |
| 03/31/2008 |
| 8 | % | |
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A–25 |
| Somerford Place - Columbia |
| 2009 |
| N/A |
| 03/31/2008 |
| 8 | % | |
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A–26 |
| Somerford Place - Frederick |
| 2009 |
| N/A |
| 03/31/2008 |
| 8 | % |
Exhibit |
| Property Address |
| Base Gross |
| Base Gross |
| Commencement |
| Interest |
| |
|
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A–27 |
| Somerford Place - Hagerstown |
| 2009 |
| N/A |
| 03/31/2008 |
| 8 | % | |
|
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A–28 |
| The Wellstead of Rogers |
| 2009 |
| N/A |
| 03/01/2008 |
| 8 | % | |
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A–29 |
| Arbor View Healthcare & Rehabilitation (aka Beverly Manor) |
| 2005 |
| $ | 4,339,882 |
| 12/31/2001 |
| 10 | % |
|
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A–30 |
| Hermitage Gardens of Oxford |
| 2007 |
| $ | 1,816,315 |
| 10/01/2006 |
| 8.25 | % |
|
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A–31 |
| Hermitage Gardens of Southaven |
| 2007 |
| $ | 1,527,068 |
| 10/01/2006 |
| 8.25 | % |
|
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A–32 |
| Ashland Care Center |
| 2005 |
| $ | 4,513,891 |
| 12/31/2001 |
| 10 | % |
|
|
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|
|
|
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A–33 |
| Blue Hill Care Center |
| 2005 |
| $ | 2,284,065 |
| 12/31/2001 |
| 10 | % |
|
|
|
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|
|
|
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A–34 |
| Central City Care Center |
| 2005 |
| $ | 2,005,732 |
| 12/31/2001 |
| 10 | % |
|
|
|
|
|
|
|
|
|
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| |
A–35 |
| Intentionally deleted. |
| N/A |
| N/A |
| N/A |
| N/A |
| |
|
|
|
|
|
|
|
|
|
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|
| |
A–36 |
| Gretna Community Living Center |
| 2005 |
| $ | 3,380,356 |
| 12/31/2001 |
| 10 | % |
|
|
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|
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|
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A–37 |
| Sutherland Care Center |
| 2005 |
| $ | 2,537,340 |
| 12/31/2001 |
| 10 | % |
|
|
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|
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A–38 |
| Waverly Care Center |
| 2005 |
| $ | 3,066,135 |
| 12/31/2001 |
| 10 | % |
|
|
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A–39 |
| Rolling Hills Manor |
| 2006 |
| $ | 1,791,274 |
| 10/31/2005 |
| 9 | % |
|
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A–40 |
| Ridgepointe |
| 2006 |
| $ | 1,944,499 |
| 10/31/2005 |
| 9 | % |
|
|
|
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|
|
|
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A–41 |
| Mount Vernon of South Park |
| 2006 |
| $ | 2,718,057 |
| 10/31/2005 |
| 9 | % |
|
|
|
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|
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|
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| |
A–42 |
| Morningside of Gallatin |
| 2006 |
| $ | 1,343,801 |
| 11/19/2004 |
| 9 | % |
Exhibit |
| Property Address |
| Base Gross |
| Base Gross |
| Commencement |
| Interest |
| |
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|
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A–43 |
| Walking Horse Meadows |
| 2007 |
| $ | 1,471,410 |
| 01/01/2007 |
| 8.25 | % |
|
|
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|
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| |
A–44 |
| Morningside of Belmont |
| 2006 |
| $ | 3,131,648 |
| 06/03/2005 |
| 9 | % |
|
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A–45 |
| Dominion Village at Chesapeake |
| 2005 |
| $ | 1,416,951 |
| 05/30/2003 |
| 10 | % |
|
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A–46 |
| Dominion Village at Williamsburg |
| 2005 |
| $ | 1,692,753 |
| 05/30/2003 |
| 10 | % |
|
|
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| |
A–47 |
| Heartfields at Richmond |
| 2005 |
| $ | 1,917,765 |
| 10/25/2002 |
| 10 | % |
|
|
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|
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| |
A–48 |
| Brookfield Rehabilitation and Specialty Care (aka Woodland Healthcare Center) |
| 2005 |
| $ | 13,028,846 |
| 12/31/2001 |
| 10 | % |
|
|
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| |
A–49 |
| Meadowmere - |
| 2009 |
| N/A |
| 01/04/2008 |
| 8 | % | |
|
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A–50 |
| Meadowmere - |
| 2009 |
| N/A |
| 01/04/2008 |
| 8 | % | |
|
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A–51 |
| Sunny Hill Health Care Center |
| 2005 |
| $ | 3,237,633 |
| 12/31/2001 |
| 10 | % |
|
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| |
A–52 |
| Mitchell Manor Senior Living |
| 2009 |
| N/A |
| 01/04/2008 |
| 8 | % | |
|
|
|
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|
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| |
A–53 |
| Laramie Care Center |
| 2005 |
| $ | 4,473,949 |
| 12/31/2001 |
| 10 | % |
|
|
|
|
|
|
|
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| |
A–54 |
| Haven in Highland Creek
Laurels in Highland Creek |
| 2010 |
| N/A |
| 11/17/2009 |
| 8.75 | % |
Exhibit |
| Property Address |
| Base Gross |
| Base Gross |
| Commencement |
| Interest |
|
|
|
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A–55 |
| Haven in the Village at Carolina Place
|
| 2010 |
| N/A |
| 11/17/2009 |
| 8.75 | % |
|
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A–56 |
| Haven in the Summit |
| 2010 |
| N/A |
| 11/17/2009 |
| 8.75 | % |
|
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A–57 |
| Haven in the Village at Chanticleer |
| 2010 |
| N/A |
| 11/17/2009 |
| 8.75 | % |
|
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A–58 |
| Haven in the Texas Hill Country |
| 2010 |
| N/A |
| 11/17/2009 |
| 8.75 | % |
|
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A–59 |
| Haven in Stone Oak
|
| 2010 |
| N/A |
| 11/17/2009 |
| 8.75 | % |
|
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A–60 |
| Eastside Gardens |
| 2010 |
| N/A |
| 12/10/2009 |
| 8.75 | % |