EX-10.6 7 a11-15510_1ex10d6.htm EX-10.6

Exhibit 10.6

PARTIAL TERMINATION OF AND SECOND AMENDMENT TO
AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 4)

THIS PARTIAL TERMINATION OF AND SECOND AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4) (this “Amendment”) is made and entered into as of May 1, 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. 4), dated as of August 4, 2009, as amended by that certain First Amendment to Amended and Restated Master Lease Agreement (Lease No. 4), dated as of October 1, 2009 ( as so amended, “Amended Lease No. 4”), 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. 4), all as more particularly described in Amended Lease No. 4; and

WHEREAS, on or about the date hereof, SPTIHS Properties Trust is selling a portion of the Leased Property consisting of the real property and related improvements known as (a) the Southland Care Center located at 606 Simmons Street, Dublin, Georgia and more particularly described on Exhibit A-4 to Amended Lease No. 4 (the “Southland Property”) and (b) the Autumn Breeze Healthcare Center, located at 1480 Sandtown Road, Marietta, Georgia and more particularly described on Exhibit A-5 to Amended Lease No. 4 (the “Autumn Breeze Property”); and

WHEREAS, in connection with the sale of the Southland Property and the Autumn Breeze Property, SPTIHS Properties Trust, the other entities comprising Landlord and Tenant wish to amend Amended Lease No. 4 to terminate Amended Lease No. 4 with respect to the Southland Property and the Autumn Breeze 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. 4 is hereby amended as follows:

1. Partial Termination of Lease. Amended Lease No. 4 is terminated with respect to the Southland Property and the Autumn Breeze Property and neither Landlord nor Tenant shall have any further rights or liabilities thereunder with respect to the Southland Property or the Autumn Breeze Property from and after the date hereof, except for those rights and liabilities which by their terms survive the termination of Amended Lease No. 4.

2. Definition of Minimum Rent. The defined term “Minimum Rent” set forth in Section 1.68 of Amended Lease No. 4 is deleted in its entirety and replaced with the following:

“Minimum Rent” shall mean the sum of Twenty-One Million, Nine Hundred Thirty-Three Thousand, Three Hundred Sixty-Four and 60/100 Dollars ($21,933,394.60) per annum.

3. Schedule 1. Schedule 1 to Amended Lease No. 4 is deleted in its entirety and replaced with Schedule 1 attached hereto.

4. Exhibit A. Exhibit A to Amended Lease No. 4 is amended by deleting the text of each of Exhibit A-4 and Exhibit A-5 attached thereto in its entirety and replacing it with “Intentionally Deleted.”

5. Ratification. As amended hereby, Amended Lease No. 4 is ratified and confirmed.

[Remainder of page intentionally left blank;

signature pages follow]

2

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
| By: | /s/ David J. Hegarty
|  | David J. Hegarty
|  | President
| SNH NS PROPERTIES TRUST
| By: | /s/ David J. Hegarty
|  | David J. Hegarty
|  | President
| SNH/LTA PROPERTIES TRUST
| By: | /s/ David J. Hegarty
|  | David J. Hegarty
|  | President
| SPTIHS PROPERTIES TRUST
| By: | /s/ David J. Hegarty
|  | David J. Hegarty
|  | President
| SNH CHS PROPERTIES TRUST
| By: | /s/ David J. Hegarty
|  | David J. Hegarty
|  | President

3

| SNH/LTA PROPERTIES GA LLC
| By: | /s/ David J. Hegarty
|  | David J. Hegarty
|  | President
| CCOP SENIOR LIVING LLC
| By: | /s/ David J. Hegarty
|  | David J. Hegarty
|  | President
| TENANT:
| FIVE STAR QUALITY CARE TRUST
| By: | /s/ Bruce J. Mackey Jr.
|  | Bruce J. Mackey Jr.
|  | President
| FIVE STAR QUALITY CARE - NS TENANT, LLC
| By: | /s/ Bruce J. Mackey Jr.
|  | Bruce J. Mackey Jr.
|  | President
| FS TENANT HOLDING COMPANY TRUST
| By: | /s/ Bruce J. Mackey Jr.
|  | Bruce J. Mackey Jr.
|  | President

4

SCHEDULE 1

PROPERTY-SPECIFIC INFORMATION

Exhibit |  | Property Address |  | Base Gross Revenues (Calendar Year) |  | Base Gross Revenues (Dollar Amount) |  | Commencement Date |  | Interest Rate |
A-1 |  | Somerford Place - Stockton 3530 Deer Park Drive Stockton, CA 95219 |  | 2009 |  | N/A |  | 03/31/2008 |  | 8 | %
A-2 |  | La Villa Grande Care Center 2501 Little Bookcliff Drive Grand Junction, CO 81501 |  | 2005 |  | $ | 5,205,189 |  | 12/31/2001 |  | 10 | %
A-3 |  | Court at Palm-Aire 2701 North Course Drive Pompano Beach, FL 33069 |  | 2007 |  | $ | 12,992,201 |  | 09/01/2006 |  | 8.25 | %
A-4 |  | Intentionally Deleted |  | N/A |  | N/A |  | N/A |  | N/A |
A-5 |  | Intentionally Deleted |  | N/A |  | N/A |  | N/A |  | N/A |
A-6 |  | Northlake Gardens 1300 Montreal Road Tucker, GA 30084 |  | 2006 |  | $ | 2,240,421 |  | 06/03/2005 |  | 9 | %
A-7 |  | Westridge Quality Care & Rehabilitation 600 Manor Drive Clarinda, IA 51632 |  | 2005 |  | $ | 2,933,641 |  | 12/31/2001 |  | 10 | %
A-8 |  | Brenden Gardens 900 Southwind Road Springfield, IL 62703 |  | 2007 |  | $ | 1,802,414 |  | 09/01/2006 |  | 8.25 | %
A-9 |  | Overland Park Place 6555 West 75 th Street Overland Park, KS 66204 |  | 2005 |  | $ | 2,539,735 |  | 10/25/2002 |  | 10 | %
A-10 |  | Morningside of Mayfield 1517 West Broadway Mayfield, KY 42066 |  | 2006 |  | $ | 1,197,256 |  | 11/19/2004 |  | 9% |
A-11 |  | The Neighborhood of Somerset 100 Neighborly Drive Somerset, KY 42503 |  | 2007 |  | $ | 1,893,629 |  | 11/05/2006 |  | 8.25 | %

A-12 |  | Centennial Park Retirement Village 510 Centennial Circle North Platte, NE 69101 |  | 2009 |  | N/A |  | 02/17/2008 |  | 8 | %
A-13 |  | Westgate Assisted Living 3030 South 80th Street Omaha, NE 68124 |  | 2006 |  | $ | 2,210,173 |  | 06/03/2005 |  | 9 | %
A-14 |  | NewSeasons at Cherry Hill 490 Cooper Landing Road Cherry Hill, NJ 08002* |  | N/A |  | N/A |  | 12/29/2003 |  | 10 | %
A-15 |  | NewSeasons at Mount Arlington 2 Hillside Drive Mount Arlington, NJ 07856* |  | N/A |  | N/A |  | 12/29/2003 |  | 10 | %
A-16 |  | NewSeasons at New Britain 800 Manor Drive Chalfont, PA 18914* |  | N/A |  | N/A |  | 12/29/2003 |  | 10 | %
A-17 |  | NewSeasons at Clarks Summit 950 Morgan Highway Clarks Summit, PA 18411* |  | N/A |  | N/A |  | 12/29/2003 |  | 10 | %
A-18 |  | NewSeasons at Exton 600 North Pottstown Pike Exton, PA 19341* |  | N/A |  | N/A |  | 12/29/2003 |  | 10 | %
A-19 |  | NewSeasons at Glen Mills (Concordville) 242 Baltimore Pike Glen Mills, PA 19342* |  | N/A |  | N/A |  | 12/29/2003 |  | 10 | %
A-20 |  | NewSeasons at Tiffany Court 700 Northampton Street Kingston, PA 18704* |  | N/A |  | N/A |  | 12/29/2003 |  | 10 | %
A-21 |  | Morningside of Greenwood 116 Enterprise Court Greenwood, SC 29649 |  | 2006 |  | $ | 1,322,836 |  | 06/03/2005 |  | 9 | %
A-22 |  | Montevista at Coronado 1575 Belvidere Street El Paso, TX 79912 |  | 2005 |  | $ | 8,149,609 |  | 01/11/2002 |  | 10 | %

“*” indicates New Seasons Property

A-23 |  | Dominion Village at Poquoson 531 Wythe Creek Road Poquoson, VA 23662 |  | 2005 |  | $ | 1,359,832 |  | 5/30/2003 |  | 10 | %
A-24 |  | Morningside in the West End 3000 Skipwith Road Richmond, VA 23294 |  | 2006 |  | $ | 3,792,363 |  | 11/19/2004 |  | 9 | %
A-25 |  | Worland Healthcare & Rehabilitation Center 1901 Howell Avenue Worland, WY 82401 |  | 2005 |  | $ | 3,756,035 |  | 12/31/2001 |  | 10 | %
A-26 |  | Brandon Woods at Alvamar 1501 Inverness Drive, Lawrence, KS 66047 |  | 2010 |  | N/A |  | 10/01/2009 |  | 8.75 | %