Attached files
file | filename |
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10-Q - 10-Q - DIVERSIFIED HEALTHCARE TRUST | a09-30828_110q.htm |
EX-3.1 - EX-3.1 - DIVERSIFIED HEALTHCARE TRUST | a09-30828_1ex3d1.htm |
EX-3.2 - EX-3.2 - DIVERSIFIED HEALTHCARE TRUST | a09-30828_1ex3d2.htm |
EX-32.1 - EX-32.1 - DIVERSIFIED HEALTHCARE TRUST | a09-30828_1ex32d1.htm |
EX-31.3 - EX-31.3 - DIVERSIFIED HEALTHCARE TRUST | a09-30828_1ex31d3.htm |
EX-12.1 - EX-12.1 - DIVERSIFIED HEALTHCARE TRUST | a09-30828_1ex12d1.htm |
EX-31.4 - EX-31.4 - DIVERSIFIED HEALTHCARE TRUST | a09-30828_1ex31d4.htm |
EX-31.1 - EX-31.1 - DIVERSIFIED HEALTHCARE TRUST | a09-30828_1ex31d1.htm |
EX-31.2 - EX-31.2 - DIVERSIFIED HEALTHCARE TRUST | a09-30828_1ex31d2.htm |
EXHIBIT 10.2
PARTIAL
TERMINATION OF AND FIRST AMENDMENT TO
AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 1)
THIS PARTIAL TERMINATION OF AND FIRST AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 1) (this Amendment) is made and entered into as of October 1, 2009 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 (Amended Lease No. 1), Landlord leases to Tenant, and Tenant leases from Landlord, the Leased Property (as such term is defined in Amended Lease No. 1), all as more particularly described in Amended Lease No. 1; and
WHEREAS, on or about the date hereof, SPTIHS Properties Trust has sold a portion of the Leased Property consisting of the real property and related improvements located at 34 Northcrest Drive, Council Bluffs, Iowa, all as more particularly described on Exhibit A-19 to Amended Lease No. 1 (the Council Bluffs Property); and
WHEREAS, SPTIHS Properties Trust, the other entities comprising Landlord and Tenant wish to amend Amended Lease No. 1 to terminate Amended Lease No. 1 with respect to the Council Bluffs 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. Capitalized Terms. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Amended Lease No. 1.
2. Partial Termination of Lease. Amended Lease No. 1 is terminated with respect to the Council Bluffs Property and neither Landlord nor Tenant shall have any further
rights or liabilities thereunder with respect to the Council Bluffs Property from and after the date hereof, except those rights and liabilities which by their terms survive termination of Amended Lease No. 1.
3. Definition of Minimum Rent. The defined term Minimum Rent set forth in Section 1.68 of Amended Lease No. 1 is hereby deleted in its entirety and replaced with the following:
Minimum Rent shall mean the sum of Forty-Four Million One Hundred Sixty-Four Thousand Forty-Four and 28/100s Dollars ($44,164,044.28) per annum.
4. Schedule 1. Schedule 1 to Amended Lease No. 1 is hereby deleted in its entirety and replaced with Schedule 1 attached hereto.
5. Exhibit A. Exhibit A to Amended Lease No. 1 is hereby amended by deleting Exhibit A-19 attached thereto in its entirety and replacing it with the following Intentionally Deleted.
6. Ratification. As amended hereby, Amended Lease No. 1 is hereby ratified and confirmed.
[Signature Page Follows.]
2
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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By: |
/s/ David J. Hegarty |
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David J. Hegarty |
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President |
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SPTMNR PROPERTIES TRUST |
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By: |
/s/ David J. Hegarty |
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David J. Hegarty |
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President |
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SNH/LTA PROPERTIES TRUST |
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By: |
/s/ David J. Hegarty |
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David J. Hegarty |
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President |
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SPTIHS PROPERTIES TRUST |
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By: |
/s/ David J. Hegarty |
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David J. Hegarty |
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President |
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SNH CHS PROPERTIES TRUST |
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By: |
/s/ David J. Hegarty |
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David J. Hegarty |
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President |
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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 |
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TENANT: |
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FIVE STAR QUALITY CARE TRUST |
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By: |
/s/ Francis R. Murphy III |
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Francis R. Murphy III |
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Treasurer |
4
SCHEDULE 1
PROPERTY-SPECIFIC INFORMATION
Exhibit |
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Property Address |
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Base Gross |
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Base Gross |
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Commencement |
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Interest Rate |
A-1 |
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La
Mesa Healthcare Center |
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2005 |
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$6,333,157 |
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12/31/2001 |
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10% |
A-2 |
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SunQuest
Village of Yuma |
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2005 |
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$543,595 |
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12/31/2001 |
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10% |
A-3 |
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Somerford
Place - Encinitas |
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2009 |
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N/A |
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03/31/2008 |
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8% |
A-4 |
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Somerford
Place - Fresno |
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2009 |
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N/A |
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03/31/2008 |
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8% |
A-5 |
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Lancaster
Healthcare Center |
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2005 |
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$6,698,648 |
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12/31/2001 |
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10% |
A-6 |
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Somerford
Place - Redlands |
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2009 |
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N/A |
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03/31/2008 |
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8% |
A-7 |
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Somerford
Place - Roseville |
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2009 |
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N/A |
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03/31/2008 |
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8% |
A-8 |
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Leisure
Pointe |
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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% |
A-9 |
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Van
Nuys Health Care Center |
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2005 |
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$3,626,353 |
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12/31/2001 |
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10% |
A-10 |
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Mantey
Heights Rehabilitation & Care Center |
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2005 |
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$5,564,949 |
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12/31/2001 |
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10% |
A-11 |
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Cherrelyn
Healthcare Center |
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2005 |
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$12,574,200 |
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12/31/2001 |
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10% |
Exhibit |
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Property Address |
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Base Gross |
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Base Gross |
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Commencement |
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Interest Rate |
A-12 |
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Somerford House and Somerford Place - Newark
I & II |
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2009 |
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N/A |
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03/31/2008 |
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8% |
A-13 |
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Tuscany
Villa Of Naples (aka Buena Vida) |
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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% |
A-14 |
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College
Park Healthcare Center |
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2005 |
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$4,130,893 |
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12/31/2001 |
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10% |
A-15 |
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Morningside
of Columbus |
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2006 |
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$1,381,462 |
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11/19/2004 |
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9% |
A-16 |
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Morningside
of Dalton |
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2006 |
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$1,196,357 |
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11/19/2004 |
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9% |
A-17 |
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Morningside
of Evans |
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2006 |
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$1,433,421 |
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11/19/2004 |
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9% |
A-18 |
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Vacant
Land Adjacent to Morningside of Macon |
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2006 |
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N/A |
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11/19/2004 |
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9% |
A-19 |
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Intentionally Deleted. |
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A-20 |
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Union
Park Health Services |
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2005 |
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$4,404,678 |
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12/31/2001 |
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10% |
A-21 |
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Park
Place |
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2005 |
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$8,109,512 |
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12/31/2001 |
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10% |
A-22 |
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Prairie
Ridge Care & Rehabilitation |
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2005 |
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$3,234,505 |
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12/31/2001 |
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10% |
A-23 |
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Ashwood
Place |
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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% |
A-24 |
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Somerford
Place - Annapolis |
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2009 |
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N/A |
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03/31/2008 |
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8% |
A-25 |
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Somerford
Place - Columbia |
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2009 |
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N/A |
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03/31/2008 |
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8% |
A-26 |
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Somerford
Place - Frederick |
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2009 |
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N/A |
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03/31/2008 |
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8% |
Exhibit |
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Property Address |
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Base Gross |
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Base Gross |
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Commencement |
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Interest Rate |
A-27 |
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Somerford
Place - Hagerstown |
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2009 |
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N/A |
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03/31/2008 |
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8% |
A-28 |
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The
Wellstead of Rogers |
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2009 |
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N/A |
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03/01/2008 |
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8% |
A-29 |
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Arbor
View Healthcare & Rehabilitation (aka Beverly Manor) |
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2005 |
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$4,339,882 |
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12/31/2001 |
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10% |
A-30 |
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Hermitage
Gardens of Oxford |
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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% |
A-31 |
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Hermitage
Gardens of Southaven |
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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% |
A-32 |
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Ashland
Care Center |
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2005 |
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$4,513,891 |
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12/31/2001 |
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10% |
A-33 |
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Blue
Hill Care Center |
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2005 |
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$2,284,065 |
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12/31/2001 |
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10% |
A-34 |
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Central
City Care Center |
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2005 |
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$2,005,732 |
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12/31/2001 |
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10% |
A-35 |
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Rose
Brook Care Center |
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2005 |
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$1,862,074 |
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12/31/2001 |
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10% |
A-36 |
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Gretna
Community Living Center |
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2005 |
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$3,380,356 |
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12/31/2001 |
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10% |
A-37 |
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Sutherland
Care Center |
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2005 |
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$2,537,340 |
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12/31/2001 |
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10% |
A-38 |
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Waverly
Care Center |
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2005 |
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$3,066,135 |
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12/31/2001 |
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10% |
A-39 |
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Rolling
Hills Manor |
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2006 |
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$1,791,274 |
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10/31/2005 |
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9% |
A-40 |
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Ridgepointe |
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2006 |
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$1,944,499 |
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10/31/2005 |
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9% |
A-41 |
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Mount
Vernon of South Park |
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2006 |
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$2,718,057 |
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10/31/2005 |
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9% |
A-42 |
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Morningside
of Gallatin |
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2006 |
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$1,343,801 |
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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 |
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Base Gross |
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Commencement |
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Interest Rate |
A-43 |
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Walking
Horse Meadows |
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2007 |
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$1,471,410 |
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01/01/2007 |
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8.25% |
A-44 |
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Morningside
of Belmont |
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2006 |
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$3,131,648 |
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06/03/2005 |
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9% |
A-45 |
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Dominion
Village at Chesapeake |
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2005 |
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$1,416,951 |
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05/30/2003 |
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10% |
A-46 |
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Dominion
Village at Williamsburg |
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2005 |
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$1,692,753 |
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05/30/2003 |
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10% |
A-47 |
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Heartfields
at Richmond |
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2005 |
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$1,917,765 |
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10/25/2002 |
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10% |
A-48 |
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Brookfield
Rehabilitation and Specialty Care (aka Woodland Healthcare Center) |
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2005 |
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$13,028,846 |
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12/31/2001 |
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10% |
A-49 |
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Meadowmere
- Southport Assisted Living |
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2009 |
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N/A |
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01/04/2008 |
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8% |
A-50 |
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Meadowmere
- Madison Assisted Living |
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2009 |
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N/A |
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01/04/2008 |
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8% |
A-51 |
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Sunny
Hill Health Care Center |
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2005 |
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$3,237,633 |
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12/31/2001 |
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10% |
A-52 |
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Mitchell
Manor Senior Living |
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2009 |
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N/A |
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01/04/2008 |
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8% |
A-53 |
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Laramie
Care Center |
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2005 |
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$4,473,949 |
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12/31/2001 |
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10% |