EX-10.5 6 a11-15510_1ex10d5.htm EX-10.5

Exhibit 10.5

THIRD AMENDMENT TO
AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 2)

THIS THIRD AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) (this “Amendment”) is made and entered into as of June 20, 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. 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, and that certain Partial Termination of and Second Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of August 1, 2010 (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; and

WHEREAS, simultaneously herewith, SNH/LTA Properties Trust (“SNH/LTA”) has acquired the real property and related improvements comprising the senior living facility located at 1005 Elysian Place, Chesapeake, Virginia, as more particularly described on Exhibit A-51 attached hereto (the “Chesapeake Property”); and

WHEREAS, SNH/LTA wishes to lease the Chesapeake Property to Five Star Quality Care Trust (“FSQC Trust”) and FSQC Trust wishes to lease the Chesapeake Property from SNH/LTA; and

WHEREAS, SNH/LTA and the other entities comprising Landlord, and FSQC Trust and the other entities comprising Tenant, wish to amend Amended Lease No. 2 to include the Chesapeake 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. 2 is hereby amended as follows:

1. Definition of 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 Fifty-One Million, Two Hundred Seventy-Five Thousand, Five Hundred Seventy-Six and 91/100 Dollars ($51,275,576.91) per annum.

2. Leased Property. Section 2.1 of Amended Lease No. 2 is amended by deleting subsection (a) therefrom in its entirety and replacing it with the following:

(a) those certain tracts, pieces and parcels of land as more particularly described on Exhibits A-1 through A-51 attached hereto and made a part hereof (the “Land”).

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 adding Exhibits A-51 attached hereto immediately following Exhibit A-50 to Amended Lease No. 2.

8. Ratification. As amended hereby, Amended Lease No. 2 is hereby ratified and confirmed.

2

IN WITNESS WHEREOF, the parties have executed this Amendment as a sealed instrument as of the date above first written.

| LANDLORD:
| SPTIHS PROPERTIES TRUST
| By: | /s/ David J. Hegarty
|  | David J. Hegarty
|  | President
| SPTMNR PROPERTIES TRUST
| By: | /s/ David J. Hegarty
|  | David J. Hegarty
|  | President
| SNH/LTA PROPERTIES GA LLC
| By: | /s/ David J. Hegarty
|  | David J. Hegarty
|  | President
| SNH/LTA PROPERTIES TRUST
| By: | /s/ David J. Hegarty
|  | David J. Hegarty
|  | President
| O.F.C. CORPORATION
| By: | /s/ David J. Hegarty
|  | David J. Hegarty
|  | President
| SNH CHS PROPERTIES TRUST
| By: | /s/ David J. Hegarty
|  | David J. Hegarty
|  | President
| CCC OF KENTUCKY TRUST
| By: | /s/ David J. Hegarty
|  | David J. Hegarty
|  | President

3

| LEISURE PARK VENTURE LIMITED PARTNERSHIP
| By: | CCC Leisure Park Corporation,
|  | its General Partner
|  | By: | /s/ David J. Hegarty
|  |  | David J. Hegarty
|  |  | President
| CCDE SENIOR LIVING LLC
| By: | /s/ David J. Hegarty
|  | David J. Hegarty
|  | President
| CCOP SENIOR LIVING LLC
| By: | /s/ David J. Hegarty
|  | David J. Hegarty
|  | President
| CCC PUEBLO NORTE TRUST
| By: | /s/ David J. Hegarty
|  | David J. Hegarty
|  | President
| CCC RETIREMENT COMMUNITIES II, L.P.
| By: | Crestline Ventures LLC,
|  | its General Partner
|  | By: | /s/ David J. Hegarty
|  |  | David J. Hegarty
|  |  | President
| CCC INVESTMENTS I, L.L.C.
| By: | /s/ David J. Hegarty
|  | David J. Hegarty
|  | President

4

| CCC FINANCING I TRUST
| By: | /s/ David J. Hegarty
|  | David J. Hegarty
|  | President
| CCC FINANCING LIMITED, L.P.
| By: | CCC Retirement Trust,
|  | its General Partner
|  | By: | /s/ David J. Hegarty
|  |  | David J. Hegarty
|  |  | President
| SNH SOMERFORD PROPERTIES TRUST
| By: | /s/ David J. Hegarty
|  | David J. Hegarty
|  | President
| HRES1 PROPERTIES TRUST
| By: | /s/ David J. Hegarty
|  | David J. Hegarty
|  | President

5

| TENANT:
| FIVE STAR QUALITY CARE TRUST
| By: | /s/ Travis K. Smith
|  | Travis K. Smith
|  | Vice President
| FS TENANT HOLDING COMPANY TRUST
| By: | /s/ Travis K. Smith
|  | Travis K. Smith
|  | Vice President
| FS COMMONWEALTH LLC
| By: | /s/ Travis K. Smith
|  | Travis K. Smith
|  | Vice President
| FS PATRIOT LLC
| By: | /s/ Travis K. Smith
|  | Travis K. Smith
|  | Vice President

6

EXHIBIT A-51

1005 Elysian Place

Chesapeake, Virginia

(See attached copy.)

ALTA RESERVE

Legal Description

All that certain piece or parcel of land with improvements thereon, lying in the Washington Borough of the City of Chesapeake, Virginia, and being known, numbered and designated as “PARCEL A-2, AREA = 275,695 SQ. FT., 6.329 ACRES” as shown on that certain plat entitled “Subdivision Plat of Parcel A, Subdivision Plat of Parcel 2, Zone 5, Section A, Greenbrier P.U.D. (M.B. 145-Pg. 32) Washington Borough, Chesapeake, Virginia”, made by Hassell & Folkes, P.C., dated May 4, 2004, duly recorded in M.B. 146, at pages 62, 62A & 62B, and being more particularly described as follows:

BEGINNING at a point on the western right-of-way of River Birch Run North approximately 2,039 feet north of the northwest intersection of River Birch Run North with Eden Way North; thence leaving said right-of-way S, 76°22’40” W. a distance of 655.54’ to a point; therice N. 13°37’20” W. a distance of 465.89’ to a point; thence N. 65°43’02” E., distance of 112.25’ to a point; thence S, 64°40’15” E. a distance of 72.69’ to a point; thence along a curve to the left having a radius of 150.00’, a length of 101.97’, a chord bearing of S. 84°08’47” E. and a chord length of 100.02’ to a point; thence N. 76°22’40” E. a distance of 239.16’ to a point; thence along a curve to the right having a radius of 175.00’, a length of 63.21’, a chord bearing of N. 86°43’31” E. and a chord length of 62.87’ to a point; thence S. 82°55’38” E. a distance of 101.03’ to a point; thence along a curve to the right having a radius of 30.00’, a length of 44.92’, a chord bearing of S. 40°02’05” E. and a chord length of 40.84’ to a point in the western right-of-way of said River Birch Run North; thence along said right-of-way on a curve to the left having a radius of 718.37’, a length of 327.45’, a chord bearing of S. 10°12’02” E. and a chord length of 324.62’ to a point BEING THE POINT OF BEGINNING, containing 275,695 square feet or 6.329 acres, more or less.

TOGETHER WITH a 50’ variable width private easement as described in Shared Maintenance Agreement by and between Cove Land, L.L.C. and Reserve Apartments, L.L.C., dated May 10, 2006 recorded July 11, 2006 in Deed Book 663B, page 219.

BEING the same real estate conveyed to Reserve Apartments, L.L.C., by deed from Charles R. Rush, Robert W. Hehl, Ronald C. Hughes, Charles O. Elliott and Michael H. Nuckols, Trustees of First Baptist Church of Norfolk, dated June 30, 2004, recorded August 19, 2006, in the Clerk’s Office, Circuit Court, City of Chesapeake, Virginia, in Deed Book 5600, page 516.

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 2184 Parkway Lake Drive Birmingham, AL 35244 |  | 2009 |  | N/A |  | 08/01/2008 |  | 8 | %
A-2 |  | Lakeview Estates 2634 Valleydale Road Birmingham, AL 35244 |  | 2009 |  | N/A |  | 08/01/2008 |  | 8 | %
A-3 |  | Forum at Pueblo Norte 7090 East Mescal Street Scottsdale, AZ 85254 |  | 2005 |  | $ | 11,470,312 |  | 01/11/2002 |  | 10 | %
A-4 |  | La Salette Health and Rehabilitation Center 537 East Fulton Street Stockton, CA 95204 |  | 2005 |  | $ | 7,726,002 |  | 12/31/2001 |  | 10 | %
A-5 |  | Thousand Oaks Health Care Center 93 West Avenida de Los Arboles Thousand Oaks, CA 91360 |  | 2005 |  | $ | 8,087,430 |  | 12/31/2001 |  | 10 | %
A-6 |  | Skyline Ridge Nursing & Rehabilitation Center 515 Fairview Avenue Canon City, CO 81212 |  | 2005 |  | $ | 4,104,100 |  | 12/31/2001 |  | 10 | %
A-7 |  | Springs Village Care Center 110 West Van Buren Street Colorado Springs, CO 80907 |  | 2005 |  | $ | 4,799,252 |  | 12/31/2001 |  | 10 | %
A-8 |  | Willow Tree Care Center 2050 South Main Street Delta, CO 81416 |  | 2005 |  | $ | 4,310,982 |  | 12/31/2001 |  | 10 | %
A-9 |  | Cedars Healthcare Center 1599 Ingalls Street Lakewood, CO 80214 |  | 2005 |  | $ | 6,964,007 |  | 12/31/2001 |  | 10 | %
A-10 |  | Millcroft 255 Possum Park Road Newark, DE 19711 |  | 2005 |  | $ | 11,410,121 |  | 01/11/2002 |  | 10 | %
A-11 |  | Forwood Manor 1912 Marsh Road Wilmington, DE 19810 |  | 2005 |  | $ | 13,446,434 |  | 01/11/2002 |  | 10 | %
A-12 |  | Foulk Manor South 407 Foulk Road Wilmington, DE 19803 |  | 2005 |  | $ | 4,430,251 |  | 01/11/2002 |  | 10 | %
A-13 |  | Shipley Manor 2723 Shipley Road Wilmington, DE 19810 |  | 2005 |  | $ | 9,333,057 |  | 01/11/2002 |  | 10 | %
A-14 |  | Forum at Deer Creek 3001 Deer Creek Country Club Blvd. Deerfield Beach, FL 33442 |  | 2005 |  | $ | 12,323,581 |  | 01/11/2002 |  | 10 | %
A-15 |  | Springwood Court 12780 Kenwood Lane Fort Myers, FL 33907 |  | 2005 |  | $ | 2,577,612 |  | 01/11/2002 |  | 10 | %
A-16 |  | Fountainview 111 Executive Center Drive West Palm Beach, FL 33401 |  | 2005 |  | $ | 7,920,202 |  | 01/11/2002 |  | 10 | %

Exhibit |  | Property Address |  | Base Gross Revenues (Calendar Year) |  | Base Gross Revenues (Dollar Amount) |  | Commencement Date |  | Interest Rate |
A-17 |  | Morningside of Athens 1291 Cedar Shoals Drive Athens, GA 30605 |  | 2006 |  | $ | 1,560,026 |  | 11/19/2004 |  | 9 | %
A-18 |  | Marsh View Senior Living 7410 Skidaway Road Savannah, GA 31406 |  | 2007 |  | $ | 2,108,378 |  | 11/01/2006 |  | 8.25 | %
A-19 |  | Pacific Place 20937 Kane Avenue Pacific Junction, IA 51561 |  | 2005 |  | $ | 848,447 |  | 12/31/2001 |  | 10 | %
A-20 |  | West Bridge Care & Rehabilitation 1015 West Summit Street Winterset, IA 50273 |  | 2005 |  | $ | 3,157,928 |  | 12/31/2001 |  | 10 | %
A-21 |  | Meadowood Retirement Community 2455 Tamarack Trail Bloomington, IN 47408 |  | 2009 |  | N/A |  | 11/01/2008 |  | 8 | %
A-22 |  | Woodhaven Care Center 510 West 7 th Street Ellinwood, KS 67526 |  | 2005 |  | $ | 2,704,674 |  | 12/31/2001 |  | 10 | %
A-23 |  | Lafayette at Country Place 690 Mason Headley Road Lexington, KY 40504 |  | 2005 |  | $ | 4,928,052 |  | 01/11/2002 |  | 10 | %
A-24 |  | Lexington Country Place 700 Mason Headley Road Lexington, KY 40504 |  | 2005 |  | $ | 8,893,947 |  | 01/11/2002 |  | 10 | %
A-25 |  | Braintree Rehabilitation Hospital 250 Pond Street Braintree, MA 02184 |  | N/A |  | N/A |  | 10/01/2006 |  | 9 | %
A-26 |  | New England Rehabilitation Hospital 2 Rehabilitation Way Woburn, MA 01801 |  | N/A |  | N/A |  | 10/01/2006 |  | 9 | %
A-27 |  | HeartFields at Bowie 7600 Laurel Bowie Road Bowie, MD 20715 |  | 2005 |  | $ | 2,436,102 |  | 10/25/2002 |  | 10 | %
A-28 |  | HeartFields at Frederick 1820 Latham Drive Frederick, MD 21701 |  | 2005 |  | $ | 2,173,971 |  | 10/25/2002 |  | 10 | %
A-29 |  | Intentionally deleted. |  | N/A |  | N/A |  | N/A |  | N/A |
A-30 |  | Intentionally deleted. |  | N/A |  | N/A |  | N/A |  | N/A |
A-31 |  | Morys Haven 1112 15 th Street Columbus, NE 68601 |  | 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 Drive Grand Island, NE 68803 |  | 2005 |  | $ | 4,000,565 |  | 12/31/2001 |  | 10 | %
A-34 |  | Intentionally deleted. |  | N/A |  | N/A |  | N/A |  | N/A |
A-35 |  | Crestview Healthcare Center 1100 West First Street Milford, NE 68405 |  | 2005 |  | $ | 2,284,407 |  | 12/31/2001 |  | 10 | %
A-36 |  | Utica Community Care Center 1350 Centennial Avenue Utica, NE 68456 |  | 2005 |  | $ | 1,950,325 |  | 12/31/2001 |  | 10 | %
A-37 |  | Leisure Park 1400 Route 70 Lakewood, NJ 08701 |  | 2005 |  | $ | 14,273,446 |  | 01/07/2002 |  | 10 | %

Exhibit |  | Property Address |  | Base Gross Revenues (Calendar Year) |  | Base Gross Revenues (Dollar Amount) |  | Commencement Date |  | Interest Rate |
A-38 |  | Franciscan Manor 71 Darlington Road Patterson Township Beaver Falls, PA 15010 |  | 2006 |  | $ | 4,151,818 |  | 10/31/2005 |  | 9 | %
A-39 |  | Mount Vernon of Elizabeth 145 Broadlawn Drive Elizabeth, PA 15037 |  | 2006 |  | $ | 2,332,574 |  | 10/31/2005 |  | 9 | %
A-40 |  | Overlook Green 5250 Meadowgreen Drive Whitehall, PA 15236 |  | 2006 |  | $ | 3,878,300 |  | 10/31/2005 |  | 9 | %
A-41 |  | Myrtle Beach Manor 9547 Highway 17 North Myrtle Beach, SC 29572 |  | 2005 |  | $ | 6,138,714 |  | 01/11/2002 |  | 10 | %
A-42 |  | Morningside of Anderson 1304 McLees Road Anderson, SC 29621 |  | 2006 |  | $ | 1,381,775 |  | 11/19/2004 |  | 9 | %
A-43 |  | Heritage Place at Boerne 120 Crosspoint Drive Boerne, TX 78006 |  | 2009 |  | N/A |  | 02/07/2008 |  | 8 | %
A-44 |  | Forum at Park Lane 7831 Park Lane Dallas, TX 75225 |  | 2005 |  | $ | 13,620,931 |  | 01/11/2002 |  | 10 | %
A-45 |  | Heritage Place at Fredericksburg 96 Frederick Road Fredericksburg, TX 78624 |  | 2009 |  | N/A |  | 02/07/2008 |  | 8 | %
A-46 |  | Greentree Health & Rehabilitation Center 70 Greentree Road Clintonville, WI 54929 |  | 2005 |  | $ | 3,038,761 |  | 12/31/2001 |  | 10 | %
A-47 |  | Pine Manor Health Care Center Village of Embarrass 1625 East Main Street Clintonville, WI 54929 |  | 2005 |  | $ | 4,337,113 |  | 12/31/2001 |  | 10 | %
A-48 |  | ManorPointe - Oak Creek Independent Senior Apartments and Meadowmere - Mitchell Manor - Oak Creek 700 East Stonegate Drive and 701 East Puetz Road Oak Creek, WI 53154 |  | 2009 |  | N/A |  | 01/04/2008 |  | 8 | %
A-49 |  | River Hills West Healthcare Center 321 Riverside Drive Pewaukee, WI 53072 |  | 2005 |  | $ | 9,211,765 |  | 12/31/2001 |  | 10 | %
A-50 |  | The Virginia Health & Rehabilitation Center 1451 Cleveland Avenue Waukesha, WI 53186 |  | 2005 |  | $ | 6,128,045 |  | 12/31/2001 |  | 10 | %
A-51 |  | 1005 Elysian Place Chesapeake, Virginia |  | 2012 |  | N/A |  | 06/20/2011 |  | 7.5 | %