Current Report Filing (8-k)
February 03 2015 - 4:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 3, 2015
SENIOR HOUSING PROPERTIES TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
001-15319 |
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04-3445278 |
(Commission File Number) |
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(IRS Employer Identification No.) |
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Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts |
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02458-1634 |
(Address of Principal Executive Offices) |
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(Zip Code) |
617-796-8350
(Registrants Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 9.01. Financial Statements and Exhibits.
(d) |
Exhibits. |
10.1 |
Partial Termination of and Twelfth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of October 31, 2014, among certain subsidiaries of Senior Housing Properties Trust, as Landlord, and Five Star Quality Care Trust, as Tenant. |
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10.2 |
Representative form of Accession Agreement, dated as of December 1, 2014, by SNH SE Tenant TRS, Inc. in favor of FVE Managers, Inc., relating to Pooling Agreement No. 3, dated as of November 1, 2013, between FVE Managers, Inc. and certain subsidiaries of Senior Housing Properties Trust. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SENIOR HOUSING PROPERTIES TRUST |
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By: |
/s/ Richard A. Doyle |
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Name: |
Richard A. Doyle |
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Title: |
Treasurer & Chief Financial Officer |
Date: February 3, 2015
3
Exhibit 10.1
PARTIAL TERMINATION OF AND TWELFTH AMENDMENT TO
AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 1)
THIS PARTIAL TERMINATION OF AND TWELFTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 1) (this Amendment) is made and entered into as of October 31, 2014 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. 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, that certain Partial Termination of and Sixth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of June 1, 2011, that certain Seventh Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of June 20, 2011, that certain Eighth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of August 31, 2012, that certain Partial Termination of and Ninth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of August 1, 2013, that certain Partial Termination of and Tenth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of January 22, 2014, and that certain Partial Termination of and Eleventh Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of October 1, 2014 (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, SPTMNR Properties Trust is selling a portion of the Leased Property consisting of the real property and related improvements known as (i) La Mesa Healthcare Center and located at 2470 S. Arizona Avenue, Yuma, Arizona, as more particularly described on Exhibit A-1 to Amended Lease No. 1 (the La Mesa Property), and (ii) Sunquest Village of Yuma and located at 265 E. 24th Street, Yuma, Arizona, as more particularly described on Exhibit A-2 to Amended Lease No. 1 (the Sunquest Property and together with the La Mesa Property, collectively, the Yuma Properties); and
WHEREAS, in connection with the foregoing, SPTMNR 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. 1 to terminate Amended Lease No. 1 with respect to the Yuma 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 that, effective as of the date hereof, Amended Lease No. 1 is hereby amended as follows:
1. Partial Termination of Amended Lease No. 1. Amended Lease No. 1 is terminated with respect to the Yuma Properties and neither Landlord nor Tenant shall have any further rights or liabilities thereunder with respect to the Yuma Properties from and after the date hereof, except for those rights and liabilities which by their terms survive the termination of Amended Lease No. 1.
2. 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 Eight Million Four Hundred Forty-Five Thousand Twenty-Four and 19/100 Dollars ($58,445,024.19) per annum.
3. Schedule 1. Schedule 1 to Amended Lease No. 1 is deleted in its entirety and replaced with Schedule 1 attached hereto.
4. Exhibit A. Exhibit A to Amended Lease No. 1 is amended by (a) deleting the text of Exhibit A-1 and Exhibit A-2 attached thereto in their entirety and replacing each with Intentionally Deleted.
5. Ratification. As amended hereby, Amended Lease No. 1 is hereby ratified and confirmed.
[Remainder of page intentionally left blank; signature pages follow]
IN WITNESS WHEREOF, the parties have executed this Amendment as a sealed instrument as of the date above first written.
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LANDLORD: |
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SNH SOMERFORD PROPERTIES TRUST |
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SPTMNR PROPERTIES TRUST |
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SNH/LTA PROPERTIES TRUST |
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SPTIHS PROPERTIES TRUST |
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SNH CHS PROPERTIES TRUST |
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SNH/LTA PROPERTIES GA LLC |
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By: |
/s/ David J. Hegarty |
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David J. Hegarty |
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President of each of the foregoing entities |
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MSD MACON, LLC |
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MSD BEAUFORT, LLC |
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MSD CAMDEN, LLC |
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MSD HARTSVILLE, LLC |
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MSD LEXINGTON, LLC |
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MSD ORANGEBURG, LLC |
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MSD SENECA, LLC |
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MSD CULLMAN, LLC |
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MSD MADISON, LLC |
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MSD SHEFFIELD, LLC |
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MSD BOWLING GREEN, LLC |
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MSD PADUCAH, LLC |
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MSD CONYERS, LLC |
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MSD GAINESVILLE, LLC |
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MSD CLEVELAND, LLC |
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MSD COOKEVILLE, LLC |
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MSD JACKSON, LLC |
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MSD KNOXVILLE, LLC |
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MSD FRANKLIN, LLC |
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MSD HOPKINSVILLE, LLC |
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By: |
/s/ David J. Hegarty |
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David J. Hegarty |
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President of each of the foregoing entities |
[Signature Page: Partial Termination of and Twelfth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1)]
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TENANT: |
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FIVE STAR QUALITY CARE TRUST |
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MORNINGSIDE OF KNOXVILLE, LLC |
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MORNINGSIDE OF FRANKLIN, LLC |
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By: |
/s/ Bruce J. Mackey Jr. |
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Bruce J. Mackey Jr. |
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President of each of the foregoing entities |
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MORNINGSIDE OF MACON, LLC |
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MORNINGSIDE OF SENECA, L.P. |
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MORNINGSIDE OF HOPKINSVILLE, LIMITED PARTNERSHIP |
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By: |
LIFETRUST AMERICA, INC., |
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a Tennessee corporation, its General Partner/Member (as applicable) |
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By: |
/s/ Bruce J. Mackey Jr. |
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Bruce J. Mackey Jr. |
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President and Chief Executive Officer |
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MORNINGSIDE OF BEAUFORT, LLC |
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MORNINGSIDE OF CAMDEN, LLC |
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MORNINGSIDE OF HARTSVILLE, LLC |
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MORNINGSIDE OF LEXINGTON, LLC |
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MORNINGSIDE OF ORANGEBURG, LLC |
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By: |
MORNINGSIDE OF SOUTH CAROLINA, L.P., a Delaware limited partnership, its Sole Member |
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By: |
LIFETRUST AMERICA, INC., |
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a Tennessee corporation, its General Partner |
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By: |
/s/ Bruce J. Mackey Jr. |
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Bruce J. Mackey Jr. |
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President and Chief Executive Officer |
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[Signature Page: Partial Termination of and Twelfth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1)]
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MORNINGSIDE OF CULLMAN, LLC |
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MORNINGSIDE OF MADISON, LLC |
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MORNINGSIDE OF SHEFFIELD, LLC |
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By: |
MORNINGSIDE OF ALABAMA, L.P., a Delaware limited partnership, its Sole Member |
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By: |
LIFETRUST AMERICA, INC., |
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a Tennessee corporation, its General Partner |
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By: |
/s/ Bruce J. Mackey Jr. |
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Bruce J. Mackey Jr. |
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President and Chief Executive |
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Officer |
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MORNINGSIDE OF BOWLING GREEN, LLC |
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MORNINGSIDE OF PADUCAH, LLC |
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By: |
MORNINGSIDE OF KENTUCKY, LIMITED PARTNERSHIP, a Delaware limited partnership, its Sole Member |
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By: |
LIFETRUST AMERICA, INC., |
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a Tennessee corporation, its General Partner |
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By: |
/s/ Bruce J. Mackey Jr. |
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Bruce J. Mackey Jr. |
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President and Chief Executive Officer |
[Signature Page: Partial Termination of and Twelfth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1)]
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MORNINGSIDE OF CONYERS, LLC |
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MORNINGSIDE OF GAINESVILLE, LLC |
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By: |
MORNINGSIDE OF GEORGIA, L.P., a Delaware limited partnership, its Sole Member |
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By: |
LIFETRUST AMERICA, INC., |
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a Tennessee corporation, its General Partner |
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By: |
/s/ Bruce J. Mackey Jr. |
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Bruce J. Mackey Jr. |
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President and Chief Executive Officer |
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MORNINGSIDE OF CLEVELAND, LLC |
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MORNINGSIDE OF COOKEVILLE, LLC |
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MORNINGSIDE OF JACKSON, LLC |
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By: |
MORNINGSIDE OF TENNESSEE, LLC, a Delaware limited liability company, its Sole Member |
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By: |
/s/ Bruce J. Mackey Jr. |
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Bruce J. Mackey Jr. |
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President and Chief Executive Officer |
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[Signature Page: Partial Termination of and Twelfth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1)]
SCHEDULE 1
PROPERTY-SPECIFIC INFORMATION
Exhibit |
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Property Address |
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Base Gross Revenues (Calendar Year) |
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Base Gross Revenues (Dollar Amount) |
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Commencement Date |
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Interest Rate |
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A-1 |
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Intentionally Deleted. |
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N/A |
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N/A |
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N/A |
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N/A |
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A-2 |
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Intentionally Deleted. |
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N/A |
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N/A |
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N/A |
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N/A |
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A-3 |
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Somerford Place - Encinitas
1350 South El Camino Real
Encinitas, CA 92024 |
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2009 |
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$ |
3,092,467 |
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03/31/2008 |
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8 |
% |
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A-4 |
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Somerford Place - Fresno
6075 North Marks Avenue
Fresno, CA 93711 |
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2009 |
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$ |
3,424,896 |
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03/31/2008 |
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8 |
% |
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A-5 |
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Lancaster Healthcare Center
1642 West Avenue J
Lancaster, CA 93534 |
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2005 |
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$ |
6,698,648 |
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12/31/2001 |
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10 |
% |
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A-6 |
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Somerford Place Redlands
1319 Brookside Avenue
Redlands, CA 92373 |
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2009 |
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$ |
3,065,084 |
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03/31/2008 |
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8 |
% |
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A-7 |
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Somerford Place - Roseville
110 Sterling Court
Roseville, CA 95661 |
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2009 |
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$ |
2,802,082 |
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03/31/2008 |
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8 |
% |
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A-8 |
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Leisure Pointe
1371 Parkside Drive
San Bernardino, CA 92404 |
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2007 |
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$ |
1,936,220 |
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09/01/2006 |
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8.25 |
% |
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A-9 |
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Van Nuys Health Care Center
6835 Hazeltine Street
Van Nuys, CA 91405 |
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2005 |
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$ |
3,626,353 |
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12/31/2001 |
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10 |
% |
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A-10 |
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Mantey Heights
Rehabilitation & Care Center
2825 Patterson Road
Grand Junction, CO 81506 |
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2005 |
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$ |
5,564,949 |
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12/31/2001 |
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10 |
% |
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A-11 |
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Cherrelyn Healthcare Center
5555 South Elati Street
Littleton, CO 80120 |
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2005 |
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$ |
12,574,200 |
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12/31/2001 |
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10 |
% |
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A-12 |
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Somerford House and Somerford Place Newark I & II
501 South Harmony Road and
4175 Ogletown Road
Newark, DE 19713 |
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2009 |
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$ |
6,341,636 |
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03/31/2008 |
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8 |
% |
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A-13 |
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Tuscany Villa Of Naples
(aka Buena Vida)
8901 Tamiami Trail East
Naples, FL 34113 |
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2008 |
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$ |
2,157,675 |
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09/01/2006 |
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8.25 |
% |
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A-14 |
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Intentionally Deleted. |
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N/A |
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N/A |
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N/A |
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N/A |
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A-15 |
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Morningside of Columbus
7100 South Stadium Drive
Columbus, GA 31909 |
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2006 |
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$ |
1,381,462 |
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11/19/2004 |
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9 |
% |
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A-16 |
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Morningside of Dalton
2470 Dug Gap Road
Dalton, GA 30720 |
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2006 |
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$ |
1,196,357 |
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11/19/2004 |
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9 |
% |
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A-17 |
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Morningside of Evans
353 North Belair Road
Evans, GA 30809 |
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2006 |
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$ |
1,433,421 |
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11/19/2004 |
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9 |
% |
Exhibit |
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Property Address |
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Base Gross Revenues (Calendar Year) |
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Base Gross Revenues (Dollar Amount) |
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Commencement Date |
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Interest Rate |
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A-18 |
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Vacant Land Adjacent to Morningside of Macon
6191 Peake Road
Macon, GA 31220 |
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2006 |
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N/A |
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11/19/2004 |
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9 |
% |
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A-19 |
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Intentionally Deleted. |
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N/A |
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N/A |
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N/A |
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N/A |
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A-20 |
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Union Park Health Services
2401 East 8th Street
Des Moines, IA 50316 |
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2005 |
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$ |
4,404,678 |
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12/31/2001 |
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10 |
% |
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A-21 |
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Park Place
114 East Green Street
Glenwood, IA 51534 |
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2005 |
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$ |
8,109,512 |
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12/31/2001 |
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10 |
% |
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A-22 |
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Prairie Ridge Care & Rehabilitation
608 Prairie Street
Mediapolis, IA 52637 |
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2005 |
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$ |
3,234,505 |
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12/31/2001 |
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10 |
% |
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A-23 |
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Ashwood Place
102 Leonardwood
Frankfort, KY 40601 |
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2007 |
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$ |
1,769,726 |
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09/01/2006 |
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8.25 |
% |
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A-24 |
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Somerford Place - Annapolis
2717 Riva Road
Annapolis, MD 21401 |
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2009 |
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$ |
3,917,902 |
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03/31/2008 |
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8 |
% |
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A-25 |
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Somerford Place - Columbia
8220 Snowden River Parkway
Columbia, MD 21045 |
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2009 |
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$ |
3,221,426 |
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03/31/2008 |
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8 |
% |
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A-26 |
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Somerford Place - Frederick
2100 Whittier Drive
Frederick, MD 21702 |
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2009 |
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$ |
5,088,592 |
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03/31/2008 |
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8 |
% |
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A-27 |
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Somerford Place - Hagerstown
10114 & 10116 Sharpsburg Pike
Hagerstown, MD 21740 |
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2009 |
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$ |
4,066,761 |
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03/31/2008 |
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8 |
% |
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A-28 |
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The Wellstead of Rogers
20500 and 20600
South Diamond Lake Road
Rogers, MN 55374 |
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2009 |
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$ |
12,646,616 |
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03/01/2008 |
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8 |
% |
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A-29 |
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Intentionally Deleted. |
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N/A |
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N/A |
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N/A |
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N/A |
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A-30 |
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Hermitage Gardens of Oxford
1488 Belk Boulevard
Oxford, MS 38655 |
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2007 |
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$ |
1,816,315 |
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10/01/2006 |
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8.25 |
% |
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A-31 |
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Hermitage Gardens of Southaven
108 Clarington Drive
Southaven, MS 38671 |
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2007 |
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$ |
1,527,068 |
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10/01/2006 |
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8.25 |
% |
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A-32 |
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Ashland Care Center
1700 Furnace Street
Ashland, NE 68003 |
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2005 |
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$ |
4,513,891 |
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12/31/2001 |
|
10 |
% |
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A-33 |
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Blue Hill Care Center
414 North Wilson Street
Blue Hill, NE 68930 |
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2005 |
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$ |
2,284,065 |
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12/31/2001 |
|
10 |
% |
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A-34 |
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Central City Care Center
2720 South 17th Avenue
Central City, NE 68462 |
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2005 |
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$ |
2,005,732 |
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12/31/2001 |
|
10 |
% |
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A-35 |
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Intentionally deleted. |
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N/A |
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N/A |
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N/A |
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N/A |
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A-36 |
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Gretna Community Living Center
700 South Highway 6
Gretna, NE 68028 |
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2005 |
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$ |
3,380,356 |
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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 |
|
Intentionally Omitted |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
$ |
2,170,645 |
|
01/04/2008 |
|
8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-50 |
|
Meadowmere -
Madison Assisted Living
5601 Burke Road
Madison, WI 53718 |
|
2009 |
|
$ |
2,136,654 |
|
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 |
|
$ |
12,348,104 |
|
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 |
|
$ |
6,454,157 |
|
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 |
|
$ |
7,052,425 |
|
11/17/2009 |
|
8.75 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-56 |
|
Haven in the Summit
3 Summit Terrace
Columbia, SC 29229 |
|
2010 |
|
$ |
2,308,737 |
|
11/17/2009 |
|
8.75 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-57 |
|
Haven in the Village at Chanticleer
355 Berkmans Lane
Greenville, SC 29605 |
|
2010 |
|
$ |
2,197,919 |
|
11/17/2009 |
|
8.75 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-58 |
|
Intentionally Deleted |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
$ |
6,584,027 |
|
11/17/2009 |
|
8.75 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-60 |
|
Eastside Gardens
2078 Scenic Highway North
Snellville, GA 30078 |
|
2010 |
|
$ |
1,766,628 |
|
12/10/2009 |
|
8.75 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-61 |
|
Crimson Pointe
7130 Crimson Ridge Drive
Rockford, IL 61107 |
|
2012 |
|
$ |
2,568,827 |
|
05/01/2011 |
|
8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-62 |
|
Talbot Park
6311 Granby Street
Norfolk, VA 23305 |
|
2012 |
|
$ |
3,866,871 |
|
06/20/2011 |
|
7.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-63 |
|
The Landing at Parkwood Village
1720 Parkwood Boulevard
Wilson, NC 27893 |
|
2012 |
|
$ |
4,318,990 |
|
06/20/2011 |
|
7.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-64 |
|
Aspenwood
14400 Homecrest Road Silver Spring, MD 20906 |
|
2005 |
|
$ |
4,470,354 |
|
10/25/2002 |
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-65 |
|
HeartFields at Easton
700 Port Street
Easton, MD 21601 |
|
2005 |
|
$ |
2,545,887 |
|
10/25/2002 |
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-66 |
|
Morningside of Macon
6191 Peake Road
Macon, GA 31220 |
|
2006 |
|
$ |
1,298,541 |
|
11/19/2004 |
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-67 |
|
Morningside of Beaufort
109 Old Salem Road
Beaufort, SC 29902 |
|
2006 |
|
$ |
1,337,453 |
|
11/19/2004 |
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-68 |
|
Morningside of Camden
719 Kershaw Highway
Camden, SC 29020 |
|
2006 |
|
$ |
1,595,035 |
|
11/19/2004 |
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-69 |
|
Morningside of Hartsville |
|
2006 |
|
$ |
1,507,131 |
|
11/19/2004 |
|
9 |
% |
Exhibit |
|
Property Address |
|
Base Gross Revenues (Calendar Year) |
|
Base Gross Revenues (Dollar Amount) |
|
Commencement Date |
|
Interest Rate |
|
|
|
1901 West Carolina Avenue
Hartsville, SC 29550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A-70 |
|
Morningside of Lexington
218 Old Chapin Road
Lexington, SC 29072 |
|
2006 |
|
$ |
1,638,422 |
|
11/19/2004 |
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-71 |
|
Morningside of Orangeburg
2306 Riverbank Drive
Orangeburg, SC 29118 |
|
2006 |
|
$ |
1,129,764 |
|
11/19/2004 |
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-72 |
|
Morningside of Seneca
15855 Wells Highway
Seneca, SC 29678 |
|
2006 |
|
$ |
1,684,477 |
|
11/19/2004 |
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-73 |
|
Morningside of Cullman
2021 Dahlke Dr. NE
Cullman, AL 32058 |
|
2006 |
|
$ |
1,413,633 |
|
11/19/2004 |
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-74 |
|
Morningside of Madison
49 Hughes Road
Madison, AL 35758 |
|
2006 |
|
$ |
1,531,206 |
|
11/19/2004 |
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-75 |
|
Morningside of Sheffield
413 D. D. Cox Boulevard
Sheffield, AL 35660 |
|
2006 |
|
$ |
1,495,038 |
|
11/19/2004 |
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-76 |
|
Morningside of Bowling Green
981 Campbell Lane
Bowling Green, KY 42104 |
|
2006 |
|
$ |
1,458,781 |
|
11/19/2004 |
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-77 |
|
Morningside of Paducah
1700 Elmdale Road
Paducah, KY 42003 |
|
2006 |
|
$ |
2,012,245 |
|
11/19/2004 |
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-78 |
|
Morningside of Conyers
1352 Wellbrook Circle
Conyers, GA 30012 |
|
2006 |
|
$ |
1,646,910 |
|
11/19/2004 |
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-79 |
|
Morningside of Gainesville
2435 Limestone Parkway
Gainesville, GA 30501 |
|
2006 |
|
$ |
1,453,250 |
|
11/19/2004 |
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-80 |
|
Morningside of Cleveland
2900 Westside Drive, N.W.
Cleveland, TN 37312 |
|
2006 |
|
$ |
1,212,846 |
|
11/19/2004 |
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-81 |
|
Morningside of Cookeville
1010 East Spring Street
Cookeville, TN 38501 |
|
2006 |
|
$ |
1,513,932 |
|
11/19/2004 |
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-82 |
|
Morningside of Jackson
1200 North Parkway
Jackson, TN 38305 |
|
2006 |
|
$ |
1,787,155 |
|
11/19/2004 |
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-83 |
|
Williamsburg Villas
A Morningside Community
3020 Heatherton Way
Knoxville, TN 37920 |
|
2006 |
|
$ |
2,728,841 |
|
11/19/2004 |
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-84 |
|
Morningside of Franklin
105 Sunrise Circle
Franklin, TN 37067 |
|
2006 |
|
$ |
1,582,509 |
|
11/19/2004 |
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
A-85 |
|
Morningside of Hopkinsville
4190 Lafayette Road
Hopkinsville, KY 42240 |
|
2006 |
|
$ |
1,444,246 |
|
11/19/2004 |
|
9 |
% |
Exhibit 10.2
ACCESSION AGREEMENT
THIS ACCESSION AGREEMENT, dated as of December 1, 2014, is entered into by SNH SE TENANT TRS, INC., a Maryland corporation (the Company).
RECITALS:
(a) The Company has entered into two separate Management Agreements with FVE Managers, Inc., a Maryland corporation (Manager), dated as of the date hereof, one with respect to that certain senior living facility known as Coventry Village and located at 7707 N. Brookline Drive, 7710 S. Brookline Drive and 7839, 7841, 7843, 7915, 7917-22 and 7924 Courtyard Drive, Madison, Wisconsin (Coventry Village), and the other with respect to that certain assisted living and memory care facility known as Jackson Crossings and located at N168 W22022 West Main Street, Jackson, Wisconsin (Jackson Crossings).
(b) Manager and the Company are parties to that certain Pooling Agreement No. 3, dated as of November 1, 2013, by and between the Manager and the Company (the Pooling Agreement). Capitalized terms used in this Accession Agreement without definition shall have the meanings given to such terms in the Pooling Agreement.
(c) The Company desires to become a party to the Pooling Agreement with respect to Coventry Village and Jackson Crossings.
NOW, THEREFORE:
The Company hereby accedes and becomes a party to the Pooling Agreement with respect to Coventry Village and Jackson Crossings, each as an Additional Facility, agrees to be bound by the provisions of the Pooling Agreement with respect to Coventry Village and Jackson Crossings, and acknowledges that provisions of the Management Agreement will be superseded as provided therein, on and after the date first above written.
[Signature Page Follows]
IN WITNESS WHEREOF, this Accession Agreement has been duly executed and delivered by the Company with the intention of creating an instrument under seal.
|
|
COMPANY: |
|
|
|
|
|
SNH SE TENANT TRS, INC., |
|
|
a Maryland corporation |
|
|
|
|
|
By: |
/s/ Richard A. Doyle |
|
|
|
Richard A. Doyle |
|
|
|
President |
|
|
|
|
ACCEPTED: |
|
|
|
|
|
FVE MANAGERS, INC., |
|
|
a Maryland corporation |
|
|
|
|
|
By: |
/s/ Bruce J. Mackey Jr. |
|
|
|
Bruce J. Mackey Jr. |
|
|
|
President |
|
|
[Signature Page: Accession Agreement]
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