Exhibit 10.19

 

SEVENTH AMENDMENT TO
 AMENDED AND RESTATED MASTER LEASE AGREEMENT
 (LEASE NO. 1)

 

THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 1) (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 FIVE STAR QUALITY CARE TRUST, a Maryland business trust (“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, and that certain Partial Termination of and Sixth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of June 1, 2011 (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/LTA Properties Trust (“SNH/LTA”) has acquired the real property and related improvements comprising:  (i) the senior living facility known as Talbot Park and located at 6311 Granby Street, Norfolk, Virginia, as more particularly described on Exhibit A-62 attached hereto (the “Talbot Park Property”); and (ii) the senior living facility known as The Landing at Parkwood Village and located at 1720 Parkwood Boulevard, Wilson, North Carolina, as more particularly described on Exhibit A-63 attached hereto (the “Landing at Parkwood Property”); and

 

WHEREAS, SNH/LTA wishes to lease the Talbot Park Property and the Landing at Parkwood Property to Tenant and Tenant wishes to lease the Talbot Park Property and the Landing at Parkwood Property from SNH/LTA; and

 

WHEREAS, SNH/LTA and the other entities comprising Landlord, and Tenant, wish to amend Amended Lease No. 1 to include the Talbot Park Property and the Landing at Parkwood 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.                                       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-Five Million, Ninety-Six Thousand, One Hundred Eighty-One and 50/100 Dollars ($55,096,181.50) per annum.

 

2.                                       Definitions of Bronco Financed Lease and Bronco Financed Property.  Article 1 of Amended Lease No. 1 is amended by adding the following definitions as Sections 1.100 and 1.101 immediately following Section 1.99:

 

1.100                 “Bronco Financed Lease”  shall mean that certain Lease Agreement to be entered into between SNH/LTA SE Wilson LLC and FVE SE Wilson LLC with respect to the Bronco Financed Property, as it may be amended, restated or otherwise modified from time to time.

 

1.101                 “Bronco Financed Property”  shall mean the “Leased Property”, as defined therein, under the Bronco Financed Lease, including, without limitation, the senior living facility known as Parkwood Village and located at 1730 Parkwood Boulevard, Wilson, North Carolina.

 

3.                                       Leased Property.  Section 2.1 of Amended Lease No. 1 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-63 attached hereto and made a part hereof (the “Land”).

 

4.                                       Events of Default.  Section 12.1 of Amended Lease No. 1 is amended be deleting subsection (l) therefrom in its entirety and replacing it with the following:

 

(l)                                     should there occur an “Event of Default”, as defined therein, under any of the RMI Lease, either of the LTA GMAC Leases or the Bronco Financed Lease;

 

5.                                       Addition of Properties.  Section 23.17 of Amended Lease No. 1 is deleted in its entirety and replaced with the following:

 

23.17  Addition of Properties.  Landlord and Tenant expressly acknowledge and agree that, effective automatically upon the release of any Bronco Financed Property, LTA GMAC Property or RMI Property (collectively, the “Financed Properties”) from the financing which is secured by the same, such 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, LTA GMAC Lease or the RMI Lease (collectively, the “Financed Leases”) with respect to such Financed Property, and the Additional Rent payable hereunder shall be increased by the Additional Rent payable under

 

2











 

the applicable Financing Lease with respect to such Financed Property.  The addition of any such 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, agreements and confirmations as the other party shall reasonably request with respect to the foregoing.

 

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

 

7.                                       Exhibit A.  Exhibit A to Amended Lease No. 1 is amended by adding Exhibit A-62 and Exhibit A-63 attached hereto immediately following Exhibit A-61 to Amended Lease No. 1.

 

8.                                       Ratification.  As amended hereby, Amended Lease No. 1 is hereby ratified and confirmed.

 

[Remainder of Page Intentionally Left Blank.]

 

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
    
	
 
    	
 
    
	
 
    	
SPTMNR   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
    
	
 
    	
 
    
	
 
    	
SNH/LTA   PROPERTIES GA LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   David J. Hegarty
    
	
 
    	
 
    	
David J. Hegarty
    
	
 
    	
 
    	
President
    


 

4











 

	
 
    	
TENANT:
    
	
 
    	
 
    
	
 
    	
FIVE   STAR QUALITY CARE TRUST
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Travis K. Smith
    
	
 
    	
 
    	
Travis K. Smith
    
	
 
    	
 
    	
Vice President
    


 

5




 









 

EXHIBIT A-62

 

Talbot Park

6311 Granby Street

Norfolk, Virginia

 

(See attached copy.)

 











 

EXHIBIT A-62

 

LEGAL DESCRIPTION

 

TALBOT PARK

 

All of that lot or parcel of land lying, situate and being in the City of Norfolk, Virginia and being more particularly described as follows:

 

BEING KNOWN AND DESIGNATED as “Parcel B-2-A1, 166,915 SF, 3,8318 Acres, more or less”, on a plat entitled, “Plat Showing Subdivision of Parcel B-2-A, M.B. 55, Pg, 18 & 19, Properly Owned by Dunbarr, LLC, (Instrument No. 030003879), City of Norfolk, Virginia,” said plat being duly recorded in the Clerk’s Office of the Circuit Court of the City of Norfolk, Virginia, In Map Book 56 at Pages 146 and 147, reference to which is hereby made for a more particular description.

 

Together with that certain drainage easement fifteen (15) feet in width more particularly described in that Deed of Gift of Easement dated August 1, 1999, and recorded as Instrument Number 990024586 in the Clerk’s Office of the Circuit Court of the City of Norfolk, Virgnia.

 

Together with that certain 10’x15’ private sign easement more particularly described in that Sign Easement Agreement dated January 31, 2003, and recorded as Instrument Number 030003880 in the Clerk’s Office of the Circuit Court of the City of Norfolk, Virginia.

 

Together with that certain forty (40) foot ingress/egress easement described in that Deed of Easement dated January 31, 2003, and recorded as Instrument Number 030003881 in the Clerk’s Office of the Circuit Court of the City of Norfolk, Virginia.

 

Together with that private variable width ingress/egress and utility easement described in that Mutual Easement Agreement dated January 31, 2003 and recorded as Instrument Number 030003882 in the Clerk’s Office of the Circuit Court of the City of Norfolk, Virginia.

 











 

EXHIBIT A-63

 

The Landing at Parkwood Village

1720 Parkwood Boulevard

Wilson, North Carolina

 

(See attached copy.)

 











 

EXHIBIT A-63

 

LEGAL DESCRIPTION

 

LANDING AT PARKWOOD

 

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

 

Being all of that property described as LOT 4, as shown on the plat entitled “MINOR SUBDIVISION PLAT FOR PARKWOOD VILLAGE”, recorded in PLAT BOOK 32, PAGE 79, in the office of the Register of Deeds of Wilson County, North Carolina.

 

EASEMENT TRACT:

 

Commencing at an existing iron pin located in the southeast corner of the property, now or formerly, of Robin A. Mercer (Plat Book 17, Page 271 of the Wilson County Registry) (NC Grid Co-ordinate ‘83 NAD N721497.2157 E2314597.1581), said pin being located in the western margin of the existing eighty foot (80’) public right-of-way of Parkwood Boulevard and the northeast corner of Lot 4 of Parkwood Village (Plat Book 32, Page 79); thence with the eastern line of Lot 4 of Parkwood Village (Plat Book 32, Page 79) S14 deg. 36’ 24” W 322.88 feet to an existing iron pin in the northeast corner of Lot 3 of Parkwood Village (Plat Book 32, Page 79); thence with the eastern line of Lot 3 Parkwood Village S 14 deg 36’ 24” W 8.00 feet to the true point of BEGINNING; thence N 75 deg. 23’ 36” W 52.24 feet to a point; thence N 14 deg. 36’ 24” E 8.00 feet to a point; thence N 75 deg 23’ 36” W 30.00 feet to a point; thence S 14 deg. 36’ 24” W 48.00 feet to a point; thence S 75 deg. 23’ 36” E 82.24 feet to a point in the western margin of the existing eighty foot (80’) right-of-way of Parkwood Boulevard; thence with the western margin of Parkwood Boulevard N 14 deg. 36’ 24” E 40.00 feet to the point and place of Beginning, and being all of that 40 foot and 30 foot private cross access easement as shown on the Minor

 

Subdivision Plat for Parkwood Village recorded in Plat Book 32, Page 79, Wilson 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
    	
 
    	
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 24th 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
    	
 
    	
N/A
    	
 
    	
03/31/2008
    	
 
    	
8
    	
%
    
	
A-4
    	
 
    	
Somerford   Place - Fresno

6075   North Marks Avenue

Fresno,   CA  93711
    	
 
    	
2009
    	
 
    	
N/A
    	
 
    	
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
    	
 
    	
N/A
    	
 
    	
03/31/2008
    	
 
    	
8
    	
%
    
	
A-7
    	
 
    	
Somerford   Place - Roseville

110   Sterling Court

Roseville,   CA  95661
    	
 
    	
2009
    	
 
    	
N/A
    	
 
    	
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
    	
 
    	
N/A
    	
 
    	
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
    	
%
    


 











 

	
Exhibit
    	
 
    	
Property Address
    	
 
    	
Base Gross Revenues
   (Calendar Year)
    	
 
    	
Base Gross Revenues
   (Dollar Amount)
    	
 
    	
Commencement
   Date
    	
 
    	
Interest
   Rate
    	
 
    
	
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 8th 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
    	
 
    	
N/A
    	
 
    	
03/31/2008
    	
 
    	
8
    	
%
    
	
A-25
    	
 
    	
Somerford   Place - Columbia

8220   Snowden River Parkway

Columbia,   MD  21045
    	
 
    	
2009
    	
 
    	
N/A
    	
 
    	
03/31/2008
    	
 
    	
8
    	
%
    
	
A-26
    	
 
    	
Somerford   Place - Frederick

2100   Whittier Drive

Frederick,   MD  21702
    	
 
    	
2009
    	
 
    	
N/A
    	
 
    	
03/31/2008
    	
 
    	
8
    	
%
    
	
A-27
    	
 
    	
Somerford   Place - Hagerstown

10114 &   10116 Sharpsburg Pike

Hagerstown,   MD  21740
    	
 
    	
2009
    	
 
    	
N/A
    	
 
    	
03/31/2008
    	
 
    	
8
    	
%
    
	
A-28
    	
 
    	
The Wellstead of Rogers

20500   and 20600

South Diamond Lake Road

Rogers,   MN  55374
    	
 
    	
2009
    	
 
    	
N/A
    	
 
    	
03/01/2008
    	
 
    	
8
    	
%
    
	
A-29
    	
 
    	
Arbor   View Healthcare & Rehabilitation (aka Beverly Manor)

1317   North 36th St

St.   Joseph, MO  64506
    	
 
    	
2005
    	
 
    	
$
    	
4,339,882
    	
 
    	
12/31/2001
    	
 
    	
10
    	
%
    
	
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 17th 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
    	
%
    


 











 

	
Exhibit
    	
 
    	
Property Address
    	
 
    	
Base Gross Revenues
   (Calendar Year)
    	
 
    	
Base Gross Revenues
   (Dollar Amount)
    	
 
    	
Commencement
   Date
    	
 
    	
Interest
   Rate
    	
 
    
	
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 137th 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
    	
 
    	
Heartfields   at Richmond

500   North Allen Avenue

Richmond,   VA  23220
    	
 
    	
2005
    	
 
    	
$
    	
1,917,765
    	
 
    	
10/25/2002
    	
 
    	
10
    	
%
    
	
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
    	
 
    	
N/A
    	
 
    	
01/04/2008
    	
 
    	
8
    	
%
    
	
A-50
    	
 
    	
Meadowmere   - 

Madison Assisted Living

5601   Burke Road

Madison,   WI  53718
    	
 
    	
2009
    	
 
    	
N/A
    	
 
    	
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
    	
 
    	
N/A
    	
 
    	
01/04/2008
    	
 
    	
8
    	
%
    
	
A-53
    	
 
    	
Laramie   Care Center

503   South 18th Street

Laramie,   WY  82070
    	
 
    	
2005
    	
 
    	
$
    	
4,473,949
    	
 
    	
12/31/2001
    	
 
    	
10
    	
%
    


 











 

	
Exhibit
    	
 
    	
Property Address
    	
 
    	
Base Gross Revenues
   (Calendar Year)
    	
 
    	
Base Gross Revenues
   (Dollar Amount)
    	
 
    	
Commencement
   Date
    	
 
    	
Interest
   Rate
    	
 
    
	
A-54
    	
 
    	
Haven   in Highland Creek

5920   McChesney Drive

Charlotte,   NC  28269

 

Laurels   in Highland Creek 
   6101 Clark Creek Parkway

Charlotte,   NC  28269
    	
 
    	
2010
    	
 
    	
N/A
    	
 
    	
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
    	
 
    	
N/A
    	
 
    	
11/17/2009
    	
 
    	
8.75
    	
%
    
	
A-56
    	
 
    	
Haven   in the Summit

3   Summit Terrace

Columbia,   SC  29229
    	
 
    	
2010
    	
 
    	
N/A
    	
 
    	
11/17/2009
    	
 
    	
8.75
    	
%
    
	
A-57
    	
 
    	
Haven   in the Village at Chanticleer 
   355 Berkmans Lane

Greenville,   SC  29605
    	
 
    	
2010
    	
 
    	
N/A
    	
 
    	
11/17/2009
    	
 
    	
8.75
    	
%
    
	
A-58
    	
 
    	
Haven   in the Texas Hill Country
   747 Alpine Drive
   Kerrville, TX  78028
    	
 
    	
2010
    	
 
    	
N/A
    	
 
    	
11/17/2009
    	
 
    	
8.75
    	
%
    
	
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
    	
 
    	
N/A
    	
 
    	
11/17/2009
    	
 
    	
8.75
    	
%
    
	
A-60
    	
 
    	
Eastside Gardens
   2078 Scenic Highway North
   Snellville, GA 30078
    	
 
    	
2010
    	
 
    	
N/A
    	
 
    	
12/10/2009
    	
 
    	
8.75
    	
%
    
	
A-61
    	
 
    	
Crimson Pointe

7130 Crimson Ridge Drive

Rockford, IL    61107
    	
 
    	
2012
    	
 
    	
N/A
    	
 
    	
05/01/2011
    	
 
    	
8
    	
%
    
	
A-62
    	
 
    	
Talbot Park

6311 Granby Street

Norfolk, VA 23305
    	
 
    	
2012
    	
 
    	
N/A
    	
 
    	
06/20/2011
    	
 
    	
7.5
    	
%
    
	
A-63
    	
 
    	
The Landing at Parkwood Village

1720 Parkwood Boulevard

Wilson, NC    27893
    	
 
    	
2012
    	
 
    	
N/A
    	
 
    	
06/20/2011
    	
 
    	
7.5
    	
%