EX-10.1 2 snh-20140930ex101a008e7.htm EX-10.1

Exhibit 10.1

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

[Signature Page: Partial Termination of and Eleventh Amendment to Amended and Restated Master Lease Agreement (Lease No. 1)]

SCHEDULE 1

PROPERTY-SPECIFIC INFORMATION

Exhibit | Property Address | Base Gross Revenues (Calendar Year) | Base Gross Revenues (Dollar Amount) | Commencement Date | Interest Rate
A-1 | La Mesa Healthcare Center 2470 South Arizona Avenue Yuma, AZ 85364 | 2005 | $6,333,157 | 12/31/2001 | 10%
A-2 | SunQuest Village of Yuma 265 East 24 th Street Yuma, AZ 85364 | 2005 | $543,595 | 12/31/2001 | 10%
A-3 | Somerford Place - Encinitas 1350 South El Camino Real Encinitas, CA 92024 | 2009 | $3,092,467 | 03/31/2008 | 8%
A-4 | Somerford Place - Fresno 6075 North Marks Avenue Fresno, CA 93711 | 2009 | $3,424,896 | 03/31/2008 | 8%
A-5 | Lancaster Healthcare Center 1642 West Avenue J Lancaster, CA 93534 | 2005 | $6,698,648 | 12/31/2001 | 10%
A-6 | Somerford Place – Redlands 1319 Brookside Avenue Redlands, CA 92373 | 2009 | $3,065,084 | 03/31/2008 | 8%
A-7 | Somerford Place - Roseville 110 Sterling Court Roseville, CA 95661 | 2009 | $2,802,082 | 03/31/2008 | 8%
A-8 | Leisure Pointe 1371 Parkside Drive San Bernardino, CA 92404 | 2007 | $1,936,220 | 09/01/2006 | 8.25%
A-9 | Van Nuys Health Care Center 6835 Hazeltine Street Van Nuys, CA 91405 | 2005 | $3,626,353 | 12/31/2001 | 10%
A-10 | Mantey Heights Rehabilitation & Care Center 2825 Patterson Road Grand Junction, CO 81506 | 2005 | $5,564,949 | 12/31/2001 | 10%
A-11 | Cherrelyn Healthcare Center 5555 South Elati Street Littleton, CO 80120 | 2005 | $12,574,200 | 12/31/2001 | 10%
A-12 | Somerford House and Somerford Place – Newark I & II 501 South Harmony Road and 4175 Ogletown Road Newark, DE 19713 | 2009 | $6,341,636 | 03/31/2008 | 8%
A-13 | Tuscany Villa Of Naples (aka Buena Vida) 8901 Tamiami Trail East Naples, FL 34113 | 2008 | $2,157,675 | 09/01/2006 | 8.25%
A-14 | Intentionally Deleted. | N/A | N/A | N/A | N/A
A-15 | Morningside of Columbus 7100 South Stadium Drive Columbus, GA 31909 | 2006 | $1,381,462 | 11/19/2004 | 9%
A-16 | Morningside of Dalton 2470 Dug Gap Road Dalton, GA 30720 | 2006 | $1,196,357 | 11/19/2004 | 9%

A-17 | Morningside of Evans 353 North Belair Road Evans, GA 30809 | 2006 | $1,433,421 | 11/19/2004 | 9%
A-18 | Vacant Land Adjacent to Morningside of Macon 6191 Peake Road Macon, GA 31220 | 2006 | N/A | 11/19/2004 | 9%
A-19 | Intentionally Deleted. | N/A | N/A | N/A | N/A
A-20 | Union Park Health Services 2401 East 8 th Street Des Moines, IA 50316 | 2005 | $4,404,678 | 12/31/2001 | 10%
A-21 | Park Place 114 East Green Street Glenwood, IA 51534 | 2005 | $8,109,512 | 12/31/2001 | 10%
A-22 | Prairie Ridge Care & Rehabilitation 608 Prairie Street Mediapolis, IA 52637 | 2005 | $3,234,505 | 12/31/2001 | 10%
A-23 | Ashwood Place 102 Leonardwood Frankfort, KY 40601 | 2007 | $1,769,726 | 09/01/2006 | 8.25%
A-24 | Somerford Place - Annapolis 2717 Riva Road Annapolis, MD 21401 | 2009 | $3,917,902 | 03/31/2008 | 8%
A-25 | Somerford Place - Columbia 8220 Snowden River Parkway Columbia, MD 21045 | 2009 | $3,221,426 | 03/31/2008 | 8%
A-26 | Somerford Place - Frederick 2100 Whittier Drive Frederick, MD 21702 | 2009 | $5,088,592 | 03/31/2008 | 8%
A-27 | Somerford Place - Hagerstown 10114 & 10116 Sharpsburg Pike Hagerstown, MD 21740 | 2009 | $4,066,761 | 03/31/2008 | 8%
A-28 | The Wellstead of Rogers 20500 and 20600 South Diamond Lake Road Rogers, MN 55374 | 2009 | $12,646,616 | 03/01/2008 | 8%
A-29 | Intentionally Deleted. | N/A | N/A | N/A | N/A
A-30 | Hermitage Gardens of Oxford 1488 Belk Boulevard Oxford, MS 38655 | 2007 | $1,816,315 | 10/01/2006 | 8.25%
A-31 | Hermitage Gardens of Southaven 108 Clarington Drive Southaven, MS 38671 | 2007 | $1,527,068 | 10/01/2006 | 8.25%
A-32 | Ashland Care Center 1700 Furnace Street Ashland, NE 68003 | 2005 | $4,513,891 | 12/31/2001 | 10%
A-33 | Blue Hill Care Center 414 North Wilson Street Blue Hill, NE 68930 | 2005 | $2,284,065 | 12/31/2001 | 10%
A-34 | Central City Care Center 2720 South 17 th Avenue Central City, NE 68462 | 2005 | $2,005,732 | 12/31/2001 | 10%
A-35 | Intentionally deleted. | N/A | N/A | N/A | N/A

A-36 | Gretna Community Living Center 700 South Highway 6 Gretna, NE 68028 | 2005 | $3,380,356 | 12/31/2001 | 10%
A-37 | Sutherland Care Center 333 Maple Street Sutherland, NE 69165 | 2005 | $2,537,340 | 12/31/2001 | 10%
A-38 | Waverly Care Center 11041 North 137 th Street Waverly, NE 68462 | 2005 | $3,066,135 | 12/31/2001 | 10%
A-39 | Intentionally deleted. | N/A | N/A | N/A | N/A
A-40 | Ridgepointe 5301 Brownsville Road Pittsburgh, PA 15236 | 2006 | $1,944,499 | 10/31/2005 | 9%
A-41 | Mount Vernon of South Park 1400 Riggs Road South Park, PA 15129 | 2006 | $2,718,057 | 10/31/2005 | 9%
A-42 | Morningside of Gallatin 1085 Hartsville Pike Gallatin, TN 37066 | 2006 | $1,343,801 | 11/19/2004 | 9%
A-43 | Walking Horse Meadows 207 Uffelman Drive Clarksville, TN 37043 | 2007 | $1,471,410 | 01/01/2007 | 8.25%
A-44 | Morningside of Belmont 1710 Magnolia Boulevard Nashville, TN 37212 | 2006 | $3,131,648 | 06/03/2005 | 9%
A-45 | Dominion Village at Chesapeake 2856 Forehand Drive Chesapeake, VA 23323 | 2005 | $1,416,951 | 05/30/2003 | 10%
A-46 | Dominion Village at Williamsburg 4132 Longhill Road Williamsburg, VA 23188 | 2005 | $1,692,753 | 05/30/2003 | 10%
A-47 | Intentionally Omitted | N/A | N/A | N/A | N/A
A-48 | Brookfield Rehabilitation and Specialty Care (aka Woodland Healthcare Center) 18741 West Bluemound Road Brookfield, WI 53045 | 2005 | $13,028,846 | 12/31/2001 | 10%
A-49 | Meadowmere - Southport Assisted Living 8350 and 8351 Sheridan Road Kenosha, WI 53143 | 2009 | $2,170,645 | 01/04/2008 | 8%
A-50 | Meadowmere - Madison Assisted Living 5601 Burke Road Madison, WI 53718 | 2009 | $2,136,654 | 01/04/2008 | 8%
A-51 | Sunny Hill Health Care Center 4325 Nakoma Road Madison, WI 53711 | 2005 | $3,237,633 | 12/31/2001 | 10%
A-52 | Mitchell Manor Senior Living 5301 West Lincoln Avenue West Allis, WI 53219 | 2009 | $12,348,104 | 01/04/2008 | 8%
A-53 | Laramie Care Center 503 South 18 th Street Laramie, WY 82070 | 2005 | $4,473,949 | 12/31/2001 | 10%

A-54 | Haven in Highland Creek 5920 McChesney Drive Charlotte, NC 28269 Laurels in Highland Creek 6101 Clark Creek Parkway Charlotte, NC 28269 | 2010 | $6,454,157 | 11/17/2009 | 8.75%
A-55 | Haven in the Village at Carolina Place 13150 Dorman Road Pineville, NC 28134 Laurels in the Village at Carolina Place 13180 Dorman Road Pineville, NC 28134 | 2010 | $7,052,425 | 11/17/2009 | 8.75%
A-56 | Haven in the Summit 3 Summit Terrace Columbia, SC 29229 | 2010 | $2,308,737 | 11/17/2009 | 8.75%
A-57 | Haven in the Village at Chanticleer 355 Berkmans Lane Greenville, SC 29605 | 2010 | $2,197,919 | 11/17/2009 | 8.75%
A-58 | Intentionally Deleted | N/A | N/A | N/A | N/A
A-59 | Haven in Stone Oak 511 Knights Cross Drive San Antonio, TX 78258 Laurels in Stone Oak 575 Knights Cross Drive San Antonio, TX 78258 | 2010 | $6,584,027 | 11/17/2009 | 8.75%
A-60 | Eastside Gardens 2078 Scenic Highway North Snellville, GA 30078 | 2010 | $1,766,628 | 12/10/2009 | 8.75%
A-61 | Crimson Pointe 7130 Crimson Ridge Drive Rockford, IL 61107 | 2012 | $2,568,827 | 05/01/2011 | 8%
A-62 | Talbot Park 6311 Granby Street Norfolk, VA 23305 | 2012 | $3,866,871 | 06/20/2011 | 7.5%
A-63 | The Landing at Parkwood Village 1720 Parkwood Boulevard Wilson, NC 27893 | 2012 | $4,318,990 | 06/20/2011 | 7.5%
A-64 | Aspenwood 14400 Homecrest Road Silver Spring, MD 20906 | 2005 | $4,470,354 | 10/25/2002 | 10%
A-65 | HeartFields at Easton 700 Port Street Easton, MD 21601 | 2005 | $2,545,887 | 10/25/2002 | 10%
A-66 | Morningside of Macon 6191 Peake Road Macon, GA 31220 | 2006 | $1,298,541 | 11/19/2004 | 9%
A-67 | Morningside of Beaufort 109 Old Salem Road Beaufort, SC 29902 | 2006 | $1,337,453 | 11/19/2004 | 9%
A-68 | Morningside of Camden 719 Kershaw Highway Camden, SC 29020 | 2006 | $1,595,035 | 11/19/2004 | 9%
A-69 | Morningside of Hartsville 1901 West Carolina Avenue Hartsville, SC 29550 | 2006 | $1,507,131 | 11/19/2004 | 9%

A-70 | Morningside of Lexington 218 Old Chapin Road Lexington, SC 29072 | 2006 | $1,638,422 | 11/19/2004 | 9%
A-71 | Morningside of Orangeburg 2306 Riverbank Drive Orangeburg, SC 29118 | 2006 | $1,129,764 | 11/19/2004 | 9%
A-72 | Morningside of Seneca 15855 Wells Highway Seneca, SC 29678 | 2006 | $1,684,477 | 11/19/2004 | 9%
A-73 | Morningside of Cullman 2021 Dahlke Dr. NE Cullman, AL 32058 | 2006 | $1,413,633 | 11/19/2004 | 9%
A-74 | Morningside of Madison 49 Hughes Road Madison, AL 35758 | 2006 | $1,531,206 | 11/19/2004 | 9%
A-75 | Morningside of Sheffield 413 D. D. Cox Boulevard Sheffield, AL 35660 | 2006 | $1,495,038 | 11/19/2004 | 9%
A-76 | Morningside of Bowling Green 981 Campbell Lane Bowling Green, KY 42104 | 2006 | $1,458,781 | 11/19/2004 | 9%
A-77 | Morningside of Paducah 1700 Elmdale Road Paducah, KY 42003 | 2006 | $2,012,245 | 11/19/2004 | 9%
A-78 | Morningside of Conyers 1352 Wellbrook Circle Conyers, GA 30012 | 2006 | $1,646,910 | 11/19/2004 | 9%
A-79 | Morningside of Gainesville 2435 Limestone Parkway Gainesville, GA 30501 | 2006 | $1,453,250 | 11/19/2004 | 9%
A-80 | Morningside of Cleveland 2900 Westside Drive, N.W. Cleveland, TN 37312 | 2006 | $1,212,846 | 11/19/2004 | 9%
A-81 | Morningside of Cookeville 1010 East Spring Street Cookeville, TN 38501 | 2006 | $1,513,932 | 11/19/2004 | 9%
A-82 | Morningside of Jackson 1200 North Parkway Jackson, TN 38305 | 2006 | $1,787,155 | 11/19/2004 | 9%
A-83 | Williamsburg Villas A Morningside Community 3020 Heatherton Way Knoxville, TN 37920 | 2006 | $2,728,841 | 11/19/2004 | 9%
A-84 | Morningside of Franklin 105 Sunrise Circle Franklin, TN 37067 | 2006 | $1,582,509 | 11/19/2004 | 9%
A-85 | Morningside of Hopkinsville 4190 Lafayette Road Hopkinsville, KY 42240 | 2006 | $1,444,246 | 11/19/2004 | 9%