Exhibit 10.23

 

THIRD AMENDMENT TO
 AMENDED AND RESTATED MASTER LEASE AGREEMENT
 (LEASE NO. 4)

 

THIS THIRD AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4) (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. 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, and that certain Partial Termination of and Second Amendment to Amended and Restated Master Lease Agreement (Lease No. 4), dated as of May 1, 2011 (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, simultaneously herewith, SNH/LTA Properties Trust (“SNH/LTA”) has acquired the real property and related improvements comprising the senior living facility known as McCarthy Court II and located at 1325 McCarthy Boulevard, New Bern, North Carolina, as more particularly described on Exhibit A-27 attached hereto (the “McCarthy Court II Property”); and

 

WHEREAS, SNH/LTA wishes to lease the McCarthy Court II Property to Five Star Quality Care Trust (“FSQC Trust”) and FSQC Trust wishes to lease the McCarthy Court II 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. 4 to include the McCarthy Court II 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.                                       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-Three Million, Five Hundred Ninety-Four Thousand, One Hundred Twelve and 10/100 Dollars ($23,594,112.10) per annum.

 











 

2.                                       Definitions of Bronco Financed Lease and Bronco Financed Property.  Article 1 of Amended Lease No. 4 is amended by adding the following definitions as Sections 1.101 and 1.102 immediately following Section 1.100:

 

1.101                 “Bronco Financed Leases”  shall mean, collectively, that certain Lease Agreement to be entered into between SNH/LTA SE Home Place New Bern LLC and FVE SE Home Place New Bern LLC and that certain Lease Agreement to be entered into between SNH/LTA SE McCarthy New Bern LLC and FVE SE McCarthy New Bern LLC, as either of them may be amended, restated or otherwise modified from time to time.

 

1.102                 “Bronco Financed Property”  shall mean each “Leased Property”, as defined therein, under the Bronco Financed Leases, including, without limitation, the senior living facility known as Home Place of New Bern and located at 1309 McCarthy Boulevard, New Bern, North Carolina and the senior living facility known as McCarthy Court I and located at 1321 McCarthy Boulevard, New Bern, North Carolina.

 

3.                                       Leased Property.  Section 2.1 of Amended Lease No. 4 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-27 attached hereto and made a part hereof (the “Land”).

 

4.                                       Events of Default.  Section 12.1 of Amended Lease No. 4 is amended be adding the new subsection (l) thereto immediately following Section 12.1(k):

 

(l)                                     should there occur an “Event of Default”, as defined therein, under either of the Bronco Financed Leases;

 

5.                                       Addition of Properties.  Article 23 of Amended Lease No. 4 is amended by adding the following new Section 23.18 immediately following Section 23.17:

 

23.18  Addition of Properties.  Landlord and Tenant expressly acknowledge and agree that, effective automatically upon the release of any Bronco Financed Property from the financing which is secured by the same, such Bronco Financed Property shall be added to and demised under this Agreement in accordance with the terms and conditions hereof, the Minimum Rent payable hereunder shall be increased by an amount equal to the Minimum Rent payable under the applicable Bronco Financed Lease with respect to such Bronco Financed Property, and the Additional Rent payable hereunder shall be increased by the Additional Rent payable under the applicable Bronco Financed Lease with respect to such Bronco Financed Property.  The addition of any such Bronco Financed Property in accordance with the terms hereof shall be automatic without any requirement that Landlord or Tenant take any action or execute any document, instrument, amendment or confirmation with respect thereto.  Notwithstanding the foregoing, Landlord and Tenant shall execute and deliver such documents, instruments,

 

2











 

agreements and confirmations as the other party shall reasonably request with respect to the foregoing.

 

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

 

7.                                       Exhibit A.  Exhibit A to Amended Lease No. 4 is amended by adding Exhibit A-27 attached hereto immediately following Exhibit A-26 to Amended Lease No. 4.

 

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

 

3











 

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
    


 

4











 

	
 
    	
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/   Travis K. Smith
    
	
 
    	
 
    	
Travis K. Smith
    
	
 
    	
 
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
FIVE   STAR QUALITY CARE -
    
	
 
    	
NS   TENANT, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
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
    


 

5











 

EXHIBIT A-27

 

McCarthy Court II

1325 McCarthy Boulevard

New Bern, North Carolina

 

(See attached copy.)

 











 

MCCARTHY COURT II

 

Legal Description

 

Lying and being situate in Craven County, North Carolina, and being more particularly described as follows:

 

FEE TRACT:

Being all of 2.124 ACRES, as shown on that plat entitled “RESURVEY OF 2.124 ACRE PARCEL MCCARTHY BOULEVARD-NEW BERN FOR MCCARTHY COURT II, LLC”, according to the plat thereof, recorded in PLAT CABINET H, SLIDE 49-B, in the office of the Register of Deeds of Craven County, North Carolina.

 

EASEMENT TRACT APPURTENANT TO FEE TRACT:

TOGETHER WITH all property easement rights and benefits contained in that Amended and Restated Declaration of Rights, Restrictions and Easements recorded May 23, 2008, in Book 2727, Page 164, Craven County Registry.

 











 

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 75th 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
    	
%
    


 











 

	
Exhibit
    	
 
    	
Property Address
    	
 
    	
Base Gross Revenues
   (Calendar Year)
    	
 
    	
Base Gross Revenues
   (Dollar Amount)
    	
 
    	
Commencement
   Date
    	
 
    	
Interest
   Rate
    	
 
    
	
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
    	
%
    
	
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
    	
%
    
	
A-27
    	
 
    	
McCarthy   Court II

1325   McCarthy Boulevard

New   Bern, North Carolina
    	
 
    	
2012
    	
 
    	
N/A
    	
 
    	
06/20/2011
    	
 
    	
7.5
    	
%
    


 




“*” indicates New Seasons Property