PARTIAL TERMINATION OF AND ELEVENTH AMENDMENT TO
AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 1)
THIS PARTIAL TERMINATION OF AND ELEVENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 1) (this "Amendment") is made and entered into as of October 1, 2014 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. 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, that certain Third Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of December 10, 2009, that certain Partial Termination of and Fourth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of August 1, 2010, that certain Fifth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of May 1, 2011, that certain Partial Termination of and Sixth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of June 1, 2011, that certain Seventh Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of June 20, 2011, that certain Eighth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of August 31, 2012, that certain Partial Termination of and Ninth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of August 1, 2013, and that certain Partial Termination of and Tenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of January 22, 2014 (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, simultaneously herewith, SNH CHS Properties Trust is selling a portion of the Leased Property consisting of the real property and related improvements known as Heartfields of Richmond and located at 501 North Allen Avenue, Richmond, Virginia, as more particularly described on Exhibit A-47 to Amended Lease No. 1 (the "Richmond Property"); and
WHEREAS, in connection with the foregoing, SNH CHS 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. 1 to terminate Amended Lease No. 1 with respect to the Richmond 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 Amended Lease No. 1. Amended Lease No. 1 is terminated with respect to the Richmond Property and neither Landlord nor Tenant shall have any further rights or liabilities thereunder with respect to the Richmond 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-Nine Million Thirty-Five Thousand Twenty-Four and 19/100 Dollars ($59,035,024.19) 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 (a) deleting the text of Exhibit A-47 attached thereto in its entirety and replacing it with “Intentionally Deleted”. |
| 5. Ratification. As amended hereby, Amended Lease No. 1 is hereby 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:
SNH SOMERFORD PROPERTIES TRUST
SPTMNR PROPERTIES TRUST
SNH/LTA PROPERTIES TRUST
SPTIHS PROPERTIES TRUST
SNH CHS PROPERTIES TRUST
SNH/LTA PROPERTIES GA LLC
By:/s/ David J. Hegarty
David J. Hegarty
President of each of the foregoing entities
MSD – MACON, LLC
MSD – BEAUFORT, LLC
MSD – CAMDEN, LLC
MSD – HARTSVILLE, LLC
MSD – LEXINGTON, LLC
MSD – ORANGEBURG, LLC
MSD – SENECA, LLC
MSD – CULLMAN, LLC
MSD – MADISON, LLC
MSD – SHEFFIELD, LLC
MSD – BOWLING GREEN, LLC
MSD – PADUCAH, LLC
MSD – CONYERS, LLC
MSD – GAINESVILLE, LLC
MSD – CLEVELAND, LLC
MSD – COOKEVILLE, LLC
MSD – JACKSON, LLC
MSD – KNOXVILLE, LLC
MSD – FRANKLIN, LLC
MSD – HOPKINSVILLE, LLC
By: /s/ David J. Hegarty
David J. Hegarty
President of each of the foregoing entities
[Signature Page: Partial Termination of and Eleventh Amendment to Amended and Restated Master Lease Agreement (Lease No. 1)]
TENANT:
FIVE STAR QUALITY CARE TRUST
MORNINGSIDE OF KNOXVILLE, LLC
MORNINGSIDE OF FRANKLIN, LLC
By:/s/ Bruce J. Mackey Jr.
Bruce J. Mackey Jr.
President of each of the foregoing entities
MORNINGSIDE OF MACON, LLC
MORNINGSIDE OF SENECA, L.P.
MORNINGSIDE OF HOPKINSVILLE, LIMITED PARTNERSHIP
By: LIFETRUST AMERICA, INC.,
a Tennessee corporation, its General Partner/Member (as applicable)
By:/s/ Bruce J. Mackey Jr.
Bruce J. Mackey Jr.
President and Chief Executive Officer
MORNINGSIDE OF BEAUFORT, LLC
MORNINGSIDE OF CAMDEN, LLC
MORNINGSIDE OF HARTSVILLE, LLC
MORNINGSIDE OF LEXINGTON, LLC
MORNINGSIDE OF ORANGEBURG, LLC
By: MORNINGSIDE OF SOUTH CAROLINA, L.P., a Delaware limited partnership, its Sole Member
By:LIFETRUST AMERICA, INC.,
a Tennessee corporation, its General Partner
By:/s/ Bruce J. Mackey Jr.
Bruce J. Mackey Jr.
President and Chief Executive Officer
[Signature Page: Partial Termination of and Eleventh Amendment to Amended and Restated Master Lease Agreement (Lease No. 1)]
MORNINGSIDE OF CULLMAN, LLC
MORNINGSIDE OF MADISON, LLC
MORNINGSIDE OF SHEFFIELD, LLC
By: MORNINGSIDE OF ALABAMA, L.P., a Delaware limited partnership, its Sole Member
By: LIFETRUST AMERICA, INC.,
a Tennessee corporation, its General Partner
By:/s/ Bruce J. Mackey Jr.
Bruce J. Mackey Jr.
President and Chief Executive Officer
MORNINGSIDE OF BOWLING GREEN, LLC
MORNINGSIDE OF PADUCAH, LLC
By: MORNINGSIDE OF KENTUCKY, LIMITED PARTNERSHIP, a Delaware limited partnership, its Sole Member
By: LIFETRUST AMERICA, INC.,
a Tennessee corporation, its General Partner
By:/s/ Bruce J. Mackey Jr.
Bruce J. Mackey Jr.
President and Chief Executive Officer
[Signature Page: Partial Termination of and Eleventh Amendment to Amended and Restated Master Lease Agreement (Lease No. 1)]
MORNINGSIDE OF CONYERS, LLC
MORNINGSIDE OF GAINESVILLE, LLC
By: MORNINGSIDE OF GEORGIA, L.P., a Delaware limited partnership, its Sole Member
By: LIFETRUST AMERICA, INC.,
a Tennessee corporation, its General Partner
By:/s/ Bruce J. Mackey Jr.
Bruce J. Mackey Jr.
President and Chief Executive Officer
MORNINGSIDE OF CLEVELAND, LLC
MORNINGSIDE OF COOKEVILLE, LLC
MORNINGSIDE OF JACKSON, LLC
By: MORNINGSIDE OF TENNESSEE, LLC, a Delaware limited liability company, its Sole Member
By:/s/ Bruce J. Mackey Jr.
Bruce J. Mackey Jr.
President and Chief Executive Officer
