Exhibit 10.2

 

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

 

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4) (this “Amendment”) is made and entered into as of July 10, 2014 by and among each of the parties identified on the signature page hereof as a landlord (collectively, “Landlord”) and each of the parties identified on the signature page 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, that certain Partial Termination of and Second Amendment to Amended and Restated Master Lease Agreement (Lease No. 4), dated as of May 1, 2011, that certain Third Amendment to Amended and Restated Master Lease Agreement (Lease No. 4), dated as of June  20, 2011, and that certain Fourth Amendment to Amended and Restated Master Lease Agreement (Lease No. 4), dated as of August 31, 2012 (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, on June 1, 2012, the financing secured by the Bronco Financed Property known as Home Place of New Bern and having an address at 1309 McCarthy Boulevard, New Bern, North Carolina 28562 (the “Home Place of New Bern Financed Property”) was repaid in full, and, pursuant to Section 23.18 of Amended Lease No. 4, the Home Place of New Bern Financed Property was automatically added to and demised under Amended Lease No. 4, and, pursuant to Section 21.6 of the Bronco Financed Lease for the Home Place of New Bern Financed Property (the “Home Place of New Bern Financed Lease”), the Home Place of New Bern Financed Lease was automatically terminated; and

 

WHEREAS, Tenant wishes to exercise its right to extend the Term of Amended Lease No. 4 for the first Extended Term to April 30, 2032; and

 

WHEREAS, Landlord wishes to grant to Tenant the right to extend the Term of Amended Lease No. 4 for an additional Extended Term of fifteen (15) years from May 1, 2047 to April 30, 2062; and

 

WHEREAS, in connection with the foregoing, Landlord and Tenant wish to amend Amended Lease No. 4 to reflect the addition of the Home Place of New Bern Financed Property, Tenant’s extension of the Term and the grant of an additional Extended Term;

 

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 as follows:

 











 

1.                                      New Bern Financed Property.  As of June 1, 2012, the financing securing the Home Place of New Bern Financed Property was repaid in full and the Home Place of New Bern Financed Property has been added to and demised under Amended Lease No. 4, such that SNH/LTA SE Home Place New Bern LLC has become a Landlord under Amended Lease No. 4 and FVE SE Home Place New Bern LLC has become a Tenant under Amended Lease No. 4.

 

2.                                      Extension of Term.  Tenant hereby elects to exercise its right to extend the Term of Amended Lease No. 4 for the first Extended Term in accordance with Section 2.4 of Amended Lease No. 4 (without giving effect to the replacement of Section 2.4 of Amended Lease No. 4 as provided for in this Amendment), such that the Term of Amended Lease No. 4 shall expire on April 30, 2032.  For the avoidance of doubt, this Amendment is agreed to constitute a Notice of Tenant’s election to exercise its right to extend the Term of Amended Lease No. 4 for the first Extended Term in accordance with Section 2.4 of Amended Lease No. 4 (without giving effect to the replacement of Section 2.4 of Amended Lease No. 4 as provided for in this Amendment).

 

3.                                      Extended Terms.  Section 2.4 of Amended Lease No. 4 is deleted in its entirety and replaced with the following:

 

2.4                               Extended Terms.  Provided that no Event of Default shall have occurred and be continuing, Tenant shall have the right to extend the Term for two renewal terms of fifteen (15) years each (each an “Extended Term”).

 

If and to the extent Tenant shall exercise the options, the first Extended Term shall commence on May 1, 2032 and expire on April 30, 2047 and the second Extended Term shall commence on May 1, 2047 and expire on April 30, 2062.  All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term, except that during each Extended Term, the Minimum Rent shall be adjusted so that the portion of the Minimum Rent attributable to the New Seasons Properties shall be the Fair Market Rental Value thereof, and Tenant shall have no right to extend the Term beyond April 30, 2062.  If Tenant shall elect to exercise the option to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice thereof not later than April 30, 2030, and if Tenant shall elect to exercise its option to extend the Term for the second Extended Term after having elected to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice not later than April 30, 2045, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice.  If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the current Term or the first Extended Term as applicable and Tenant shall have no further option to extend the Term of this Agreement.  If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same.  Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of

 

2











 

Default shall occur, at Landlord’s option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the current Term or the first Extended Term, as applicable, and Tenant shall have no further option to extend the Term of this Agreement.

 

Notwithstanding the foregoing, Tenant shall have no right to extend the Term with respect to any Properties located in the State of California.  If Tenant shall extend the Term, the definition of Leased Property shall exclude any Properties located in the State of California, Minimum Rent shall be reduced by the Minimum Rent allocated thereto by the parties, and Tenant shall surrender such Properties to Landlord at the expiration of the Term in the condition required by Section 5.3 and shall comply with all of its other obligations relating to such Properties as if the Term had expired on such date.

 

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

 

5.                                      Exhibit A.  Exhibit A to Amended Lease No. 4 is amended by deleting Exhibit A-4 attached thereto in its entirety and replacing it with Exhibit A-4 attached hereto.

 

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

 

[Remainder of page intentionally left blank; Signature page follows]

 

3











 

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

 

	
 
    	
LANDLORD:
    
	
 
    	
 
    
	
 
    	
CCOP   SENIOR LIVING LLC
    
	
 
    	
SNH   CHS PROPERTIES TRUST
    
	
 
    	
SNH   NS PROPERTIES TRUST
    
	
 
    	
SNH   SOMERFORD PROPERTIES TRUST
    
	
 
    	
SNH/LTA   PROPERTIES GA LLC
    
	
 
    	
SNH/LTA   PROPERTIES TRUST
    
	
 
    	
SNH/LTA   SE HOME PLACE NEW BERN LLC
    
	
 
    	
SPTIHS   PROPERTIES TRUST
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   David J. Hegarty
    
	
 
    	
 
    	
David J. Hegarty
    
	
 
    	
 
    	
President of each of the foregoing entities
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
TENANT:
    
	
 
    	
 
    
	
 
    	
FIVE   STAR QUALITY CARE - NS TENANT, LLC
    
	
 
    	
FIVE   STAR QUALITY CARE TRUST
    
	
 
    	
FS   TENANT HOLDING COMPANY TRUST
    
	
 
    	
FVE   SE HOME PLACE NEW BERN LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Bruce J. Mackey Jr.
    
	
 
    	
 
    	
Bruce J. Mackey Jr.
    
	
 
    	
 
    	
President of each of the foregoing entities
    


 

[Signature Page to Fifth Amendment to Amended and Restated Master Lease Agreement (Lease No. 4)]

 











 

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
    	
 
    	
$
    	
3,515,630
    	
 
    	
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
    	
 
    	
Home   Place of New Bern
   1309 McCarthy Boulevard
   New Bern, NC 28562
    	
 
    	
2012
    	
 
    	
$
    	
2,742,228
    	
 
    	
06/20/2011
    	
 
    	
7.50
    	
%
    
	
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
    	
 
    	
$
    	
6,624,481
    	
 
    	
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
    	
 
    	
$
    	
14,988,426
    	
 
    	
10/01/2009
    	
 
    	
8.75
    	
%
    
	
A-27
    	
 
    	
McCarthy   Court II
   1325 McCarthy Boulevard
   New Bern, North Carolina
    	
 
    	
2012
    	
 
    	
$
    	
3,050,293
    	
 
    	
06/20/2011
    	
 
    	
7.5
    	
%
    
	
A-28
    	
 
    	
Remington   Club I & II
   16925 and 16916 Hierba Drive
   San Diego, CA 92128
    	
 
    	
2005
    	
 
    	
$
    	
20,853,252
    	
 
    	
01/11/2002
    	
 
    	
10.0
    	
%
    
	
A-29
    	
 
    	
Savannah   Square
   One Savannah Square Drive
   Savannah, GA 31406
    	
 
    	
2007
    	
 
    	
$
    	
6,931,887
    	
 
    	
10/01/2006
    	
 
    	
9.0
    	
%
    
	
A-30
    	
 
    	
Morningside   of Bellgrade
   2800 Polo Parkway
   Midlothian, VA 23113
    	
 
    	
2006
    	
 
    	
$
    	
4,992,156
    	
 
    	
11/19/2004
    	
 
    	
9.0
    	
%
    


 




“*” indicates New Seasons Property

 











 

EXHIBIT A-4

 

Home Place of New Bern

1309 McCarthy Boulevard
 New Bern, North Carolina 28562

 

TRACT ONE:

 

Being all of LOT 1 (REVISED), according to plat entitled “RECOMBINATION, LOTS 1 AND 2 HOME PLACE OF NEW BERN FOR HOME PLACE OF NEW BERN, LLC”, according to the plat thereof, recorded in PLAT CABINET G, SLIDE 173-C, in the Office of the Register of Deeds of Craven County, North Carolina.

 

EASEMENT TRACT: (APPURTENANT TO TRACT ONE OF FEE PARCEL ONLY) 

 

TOGETHER WITH all property easement rights and benefits contained in that certain Declaration of Rights, Restrictions and Easements recorded in Book 2221, Page 208; and Amended and Restated Declaration Rights, Restrictions and Easement recorded May 23, 2008, in Book 2727, Page 164, Craven County Registry.

 

TRACT TWO:

 

Being all of that 1,689 Sq. Foot tract, according to plat entitled “RECOMBINATION, LOTS 1 AND 2 HOME PLACE OF NEW BERN FOR HOME PLACE OF NEW BERN, LLC”, according to the plat thereof, recorded in PLAT CABINET G, SLIDE 173-C, in the Office of the Register of Deeds of Craven County, North Carolina.