EX-10.3 3 snh063019exhibit103.htm EXHIBIT 10.3
Exhibit 10.3
PARTIAL TERMINATION OF AND TWELFTH AMENDMENT TO
AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 2)
THIS PARTIAL TERMINATION OF AND TWELFTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) (this “Amendment”) is made and entered into as of May 1, 2019, 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, that certain Partial Termination of and Second Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of August 1, 2010, that certain Third Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of June 20, 2011, that certain Fourth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of July 22, 2011, that certain Fifth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of August 31, 2012, that certain Partial Termination of and Sixth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of September 19, 2013, that certain Partial Termination of and Seventh Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of June 1, 2014, that certain Partial Termination of and Eighth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of July 20, 2015, that certain Partial Termination of and Ninth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of September 30, 2016, that certain Tenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of August 1, 2017 and that certain Eleventh Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of July 31, 2018 (as so amended, “Master 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 Master Lease No. 2), all as more particularly described in Master Lease No. 2;
WHEREAS, Amended Lease No. 2 was further modified by that certain Transaction Agreement, dated as of April 1, 2019, between Five Star Senior Living Inc., on behalf of itself and certain of its subsidiaries, and Senior Housing Properties Trust, on behalf of itself and certain of its subsidiaries (the “Transaction Agreement”);
WHEREAS, simultaneously herewith, SPTMNR Properties Trust is selling the Property consisting of the real property and related improvements known as (i) La Salette Health and Rehabilitation Center and located at 537 East Fulton Street, Stockton, California, as more particularly described on Exhibit A-4 to Amended Lease No. 2 (the “Stockton Property”), and (ii) Thousand Oaks Healthcare Center and located at 93 West Avenida de Los Arboles, Thousand Oaks, California, as more particularly described on Exhibit A-5 to Amended Lease No. 2 (the “Thousand Oaks Property”); and
WHEREAS, in connection with the foregoing, SPTMNR 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. 2 to terminate Amended Lease No. 2 with respect to the Stockton Property and the Thousand Oaks 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, effective as of the date hereof, as follows:
1. Partial Termination of Lease. Amended Lease No. 2 is terminated with respect to the Stockton Property and the Thousand Oaks Property and neither Landlord nor Tenant shall have any further rights or liabilities thereunder with respect to the Stockton Property and the Thousand Oaks Property from and after the date hereof, except for those rights and liabilities which by their terms survive the termination of Amended Lease No. 2.
2. Minimum Rent. The defined term “Minimum Rent” set forth in Section 1.67 of Amended Lease No. 2 is hereby reduced by the sum of Sixty-Nine Thousand Two Hundred Ten and 33/100 Dollars ($69,210.33) per month in accordance with Section 2.1(1)(b) of the Transaction Agreement.
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 deleting Exhibit A-4 and Exhibit A-5 attached thereto in their entirety and replacing each with “Intentionally Deleted.”
5. Ratification. As amended hereby, Amended Lease No. 2 is ratified and confirmed.
[Remainder of page intentionally left blank; signature pages follow]

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

| LANDLORD:
| CCC FINANCING I TRUST,
| CCC INVESTMENTS I, L.L.C.,
| CCC OF KENTUCKY TRUST,
| CCC PUEBLO NORTE TRUST,
| CCDE SENIOR LIVING LLC, CCOP SENIOR LIVING LLC, O.F.C. CORPORATION, SNH CHS PROPERTIES TRUST, SNH/LTA PROPERTIES GA LLC, SNH/LTA PROPERTIES TRUST, SNH SOMERFORD PROPERTIES TRUST, SPTIHS PROPERTIES TRUST, and SPTMNR PROPERTIES TRUST
By: | /s/ Jennifer F. Francis
| Jennifer F. Francis
| President of each of the foregoing entities
| CCC FINANCING LIMITED, L.P.
By: | CCC Retirement Trust,
| its General Partner
By: | /s/ Jennifer F. Francis
| Jennifer F. Francis
| President
| CCC RETIREMENT COMMUNITIES II, L.P.
By: | Crestline Ventures LLC,
| its General Partner
By: | /s/ Jennifer F. Francis
| Jennifer F. Francis
| President

[Signature Page to Partial Termination of and Twelfth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2)]

| LEISURE PARK VENTURE LIMITED
| PARTNERSHIP
By: | CCC Leisure Park Corporation,
| its General Partner
By: | /s/ Jennifer F. Francis
| Jennifer F. Francis
| President

[Signature Page to Partial Termination of and Twelfth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2)]

| TENANT:
| FIVE STAR QUALITY CARE TRUST
By: | /s/ Katherine E. Potter
| Katherine E. Potter
| President
| FS TENANT HOLDING COMPANY TRUST
By: | /s/ Katherine E. Potter
| Katherine E. Potter
| President

[Signature Page to Partial Termination of and Twelfth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2)]

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 | $2,121,622 | 08/01/2008 | 8%
A-2 | Lakeview Estates 2634 Valleydale Road Birmingham, AL 35244 | 2009 | $2,692,868 | 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 | Intentionally deleted. | N/A | N/A | N/A | N/A
A-5 | Intentionally deleted. | N/A | N/A | N/A | N/A
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%
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 | Intentionally deleted. | N/A | N/A | N/A | N/A
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 | $12,061,814 | 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 | Intentionally deleted. | N/A | N/A | N/A | N/A
A-26 | Intentionally deleted. | N/A | N/A | N/A | N/A
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%
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 | $1,469,683 | 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 | $1,386,771 | 02/07/2008 | 8%
A-46 | Intentionally deleted. | N/A | N/A | N/A | N/A
A-47 | Intentionally deleted. | N/A | N/A | N/A | N/A

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 | $4,189,440 | 01/04/2008 | 8%
A-49 | Intentionally deleted. | N/A | N/A | N/A | N/A
A-50 | The Virginia Health & Rehabilitation Center 1451 Cleveland Avenue Waukesha, WI 53186 | 2005 | $6,128,045 | 12/31/2001 | 10%
A-51 | Reserve at Greenbriar 1005 Elysian Place Chesapeake, Virginia | 2012 | $2,508,269 | 06/20/2011 | 7.5%
A-52 | Palms at St. Lucie West 501 N.W. Cashmere Boulevard Port St. Lucie, Florida | 2012 | $2,903,642 | 07/22/2011 | 7.5%
A-53 | Forum at Desert Harbor 13840 North Desert Harbor Drive Peoria, AZ 85381 | 2005 | $9,830,918 | 01/11/2002 | 10.0%
A-54 | Forum at Tucson 2500 North Rosemont Blvd. Tucson, AZ 85712 | 2005 | $13,258,998 | 01/11/2002 | 10.0%
A-55 | Park Summit at Coral Springs 8500 Royal Palm Blvd. Coral Springs, FL 33065 | 2005 | $11,229,677 | 01/11/2002 | 10.0%
A-56 | Gables at Winchester 299 Cambridge Street Winchester, MA 01890 | 2005 | $6,937,852 | 01/11/2002 | 10.0%
A-57 | Forum at Memorial Woods 777 North Post Oak Road Houston, TX 77024 | 2005 | $19,734,400 | 01/11/2002 | 10.0%