EX-10.4 5 snh093019exhibit104.htm EXHIBIT 10.4
Exhibit 10.4
PARTIAL TERMINATION OF AND FOURTEENTH AMENDMENT TO
AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 2)
THIS PARTIAL TERMINATION OF AND FOURTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) (this “Amendment”) is made and entered into as of September 17, 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, that certain Eleventh Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of July 31, 2018, that certain Partial Termination and Twelfth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of May 1, 2019 and that certain Thirteenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of May, 2019 (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;
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, SPTIHS Properties Trust is selling the real property and related improvements known as (i) West Bridge Care & Rehabilitation located at 1015 West Summit Street, Winterset, Iowa, as more particularly described on Exhibit A-20 to Amended Lease No. 2, (ii) Woodhaven Care Center located at 510 W. 7 th Street, Ellinwood, Kansas, as more particularly described on Exhibit A-22 to Amended Lease No. 2, (iii) Crestview Health Care Center located at 1100 West First Street, P.O. Box D, Milford, Nebraska, as more particularly described on Exhibit A-35 to Amended Lease No. 2, (iv) Morys Haven located at 1112 15 th Street, Columbus, Nebraska, as more particularly described

on Exhibit A-31 to Amended Lease No. 2, (v) Utica Community Care Center located at 1350 Centennial Avenue, Utica, Nebraska, as more particularly described on Exhibit A-36 to Amended Lease No. 2 and (vi) Wedgewood Care Center located at 800 Stoeger Drive, Grand Island, Nebraska, as more particularly described on Exhibit A-33 to Amended Lease No. 2 (collectively, the “Midwest Properties”); and
WHEREAS, in connection with the foregoing, SPTIHS 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 Midwest Properties;
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 Midwest Properties and neither Landlord nor Tenant shall have any further rights or liabilities thereunder with respect to the Midwest Properties 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 Fifty-Three Thousand One Hundred Thirty-Three and 49/100 Dollars ($53,133.49) 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 Exhibits A-20, A-22, A-31, A-33, A-35 and A-36 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 Fourteenth 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 Fourteenth 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 Fourteenth 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 | Intentionally deleted. | N/A | N/A | N/A | N/A
A-21 | Meadowood Retirement Community 2455 Tamarack Trail Bloomington, IN 47408 | 2009 | $12,061,814 | 11/01/2008 | 8%

A-22 | Intentionally deleted. | N/A | N/A | N/A | N/A
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 | Intentionally deleted. | N/A | N/A | N/A | N/A
A-32 | Intentionally deleted. | N/A | N/A | N/A | N/A
A-33 | Intentionally deleted. | N/A | N/A | N/A | N/A
A-34 | Intentionally deleted. | N/A | N/A | N/A | N/A
A-35 | Intentionally deleted. | N/A | N/A | N/A | N/A
A-36 | Intentionally deleted. | N/A | N/A | N/A | N/A
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%