Exhibit 10.6

 

PARTIAL TERMINATION OF AND SECOND AMENDMENT TO
 AMENDED AND RESTATED MASTER LEASE AGREEMENT
 (LEASE NO. 4)

 

THIS PARTIAL TERMINATION OF AND SECOND AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4) (this “Amendment”) is made and entered into as of May 1, 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 ( 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 or about the date hereof, SPTIHS Properties Trust is selling a portion of the Leased Property consisting of the real property and related improvements known as (a) the Southland Care Center located at 606 Simmons Street, Dublin, Georgia and more particularly described on Exhibit A-4 to Amended Lease No. 4 (the “Southland Property”) and (b) the Autumn Breeze Healthcare Center, located at 1480 Sandtown Road, Marietta, Georgia and more particularly described on Exhibit A-5 to Amended Lease No. 4 (the “Autumn Breeze Property”); and

 

WHEREAS, in connection with the sale of the Southland Property and the Autumn Breeze Property, SPTIHS Properties Trust, the other entities comprising Landlord and Tenant wish to amend Amended Lease No. 4 to terminate Amended Lease No. 4 with respect to the Southland Property and the Autumn Breeze 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.             Partial Termination of Lease.  Amended Lease No. 4 is terminated with respect to the Southland Property and the Autumn Breeze Property and neither Landlord nor Tenant shall have any further rights or liabilities thereunder with respect to the Southland Property or the Autumn Breeze Property from and after the date hereof, except for those rights and liabilities which by their terms survive the termination of Amended Lease No. 4.

 

2.             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-One Million, Nine Hundred Thirty-Three Thousand, Three Hundred Sixty-Four and 60/100 Dollars ($21,933,394.60) per annum.

 

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

 

4.             Exhibit A.  Exhibit A to Amended Lease No. 4 is amended by deleting the text of each of Exhibit A-4 and Exhibit A-5 attached thereto in its entirety and replacing it with “Intentionally Deleted.”

 

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

 

[Remainder of page intentionally left blank;

signature pages follow]

 

2











 

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
    


 

3











 

	
 
    	
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/   Bruce J. Mackey Jr.
    
	
 
    	
 
    	
Bruce J. Mackey Jr.
    
	
 
    	
 
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
FIVE   STAR QUALITY CARE - NS TENANT, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Bruce J. Mackey Jr.
    
	
 
    	
 
    	
Bruce J. Mackey Jr.
    
	
 
    	
 
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
FS   TENANT HOLDING COMPANY TRUST
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Bruce J. Mackey Jr.
    
	
 
    	
 
    	
Bruce J. Mackey Jr.
    
	
 
    	
 
    	
President
    


 

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
    	
 
    	
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
    	
%
    
	
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
    	
%
    


 




“*” indicates New Seasons Property

 











 

	
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
    	
%