EX-99.11 22 a11-13963_1ex99d11.htm EX-99.11

Exhibit 99.11

 

JOINDER TO AND CONFIRMATION OF GUARANTEES
AND JOINDER TO AND AMENDMENT AND CONFIRMATION OF
SECURITY AGREEMENTS

 

THIS JOINDER TO AND CONFIRMATION OF GUARANTEES AND JOINDER TO AND AMENDMENT TO AND CONFIRMATION OF SECURITY AGREEMENTS (this “Confirmation”) is made and entered into as of July 22, 2011, by and among FIVE STAR QUALITY CARE, INC., a Maryland corporation (“Guarantor”), each of the parties identified on the signature page hereof as a tenant (jointly and severally, “Tenant”), each of the parties identified on the signature page hereof as a subtenant (collectively, “Subtenants”) and each of the parties identified on the signature page hereof as a landlord (collectively, “Landlord”).

 

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. 2), dated as of August 4, 2009 (as the same has been amended, restated or otherwise modified from time to time, “Amended Lease No. 2”), Landlord leases to Tenant, and Tenant leases from Landlord, certain property, all as more particularly described in Amended Lease No. 2; and

 

WHEREAS, the payment and performance of all of the obligations of Tenant with respect to Amended Lease No. 2 are guaranteed by (i) that certain Amended and Restated Guaranty Agreement (Lease No. 2), dated as of August 4, 2009, made by Guarantor for the benefit of Landlord (as the same has been amended, restated or otherwise modified or confirmed from time to time, the “Parent Guaranty”); and (ii) that certain Amended and Restated Subtenant Guaranty Agreement (Lease No. 2), dated as of August 4, 2009, made by Subtenants for the benefit of Landlord (as the same has been amended, restated or otherwise modified or confirmed from time to time, the “Subtenant Guaranty”; and, together with the Parent Guaranty, collectively, the “Guarantees”); and

 

WHEREAS, the payment and performance of all of the obligations of Tenant with respect to Amended Lease No. 2 are secured by (i) that certain Amended and Restated Subtenant Security Agreement (Lease No. 2), dated as of August 4, 2009, by and among Subtenants and Landlord (as the same may be amended, restated or otherwise modified or confirmed from time to time, the “Subtenant Security Agreement”); and (ii) that certain Amended and Restated Security Agreement (Lease No. 2), dated as of August 4, 2009, by and among Tenant and Landlord (as the same may be amended, restated or otherwise modified or confirmed from time to time, the “Tenant Security Agreement”; and together with the Subtenant Security Agreement, collectively, the “Security Agreements”); and

 

WHEREAS, pursuant to that certain Fourth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of the date hereof (the “Fourth Amendment”), Amended Lease No. 2 is being amended to add thereto that certain property known as The Palms at St. Lucie West and located at 501 N.W. Cashmere Boulevard, Port St. Lucie, Florida (the “Palms Property”), all as more particularly described in the Fourth Amendment; and

 

WHEREAS, FSQC Trust is entering into a Sublease Agreement (as the same may be amended, restated or otherwise modified from time to time, the “FL Sublease”) with Five Star

 


 

Quality Care-FL, LLC, a Delaware limited liability company and an affiliate of FSQC Trust (the “FL Subtenant”), with respect to the Palms Property; and

 

WHEREAS, in connection with the foregoing, and as a condition precedent to the execution of the Fourth Amendment by Landlord, Landlord has required that the FL Subtenant join the Subtenant Guarantee and Subtenant Security Agreement, and that the parties hereto confirm that the Guarantees and the Security Agreements remain in full force and effect and apply to Amended Lease No. 2 as amended by the Fourth Amendment;

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the parties hereto hereby agree, effective as of the date hereof, as follows:

 

1.             Joinder to Subtenant Guarantee.  The FL Subtenant hereby joins in the Subtenant Guarantee as if the FL Subtenant had originally executed and delivered the Subtenant Guarantee as a Subtenant Guarantor thereunder.  From and after the date hereof, all references in the Subtenant Guarantee to the Subtenant Guarantors shall include the FL Subtenant, and the FL Subtenant shall be considered a Subtenant Guarantor for all purposes under the Subtenant Guaranty.

 

2.             Joinder to Subtenant Security Agreement.  The FL Subtenant hereby joins in the Subtenant Security Agreement as if the FL Subtenant had originally executed and delivered the Subtenant Security Agreement as a Subtenant thereunder.  From and after the date hereof, all references in the Subtenant Security Agreement to the Subtenants shall include the FL Subtenant and the FL Subtenant shall be considered a Subtenant for all purposes under the Subtenant Security Agreement.

 

3.             Amendment of Subtenant Security Agreement.  The Subtenant Security Agreement is hereby amended by (a) replacing Exhibit A attached thereto with Schedule 1 attached hereto; (b) replacing Schedule 1 attached thereto with Schedule 2 attached hereto; and (c) replacing Schedule 2 attached thereto with Schedule 3 attached hereto.

 

4.             Amendment of Tenant Security Agreement.  The Tenant Security Agreement is hereby amended by replacing Schedule 2 attached thereto with Schedule 4 attached hereto.

 

5.             Confirmation of Guarantees and Security Agreements. Each of the parties to the Guarantees and the Security Agreements (including, without limitation, the FL Subtenant) hereby confirms that all references in the Guarantees and the Security Agreements to “Amended Lease No. 2” shall refer to Amended Lease No. 2 as amended by the Fourth Amendment, and the Guarantees, as confirmed hereby, and the Security Agreements, as amended and confirmed hereby, are hereby ratified and confirmed in all respects.

 

6.             No Impairment, Etc.  The obligations, covenants, agreements and duties of the parties under the Guarantees and Security Agreements shall not be impaired in any manner by the execution and delivery of the Third Amendment or any other amendment, change or modification to Amended Lease No. 2, and in no event shall any ratification or confirmation of such Guarantees or such Security Agreements, or the obligations, covenants, agreements and the duties of the parties under the Guarantees or the Security Agreements, including, without limitation, this Confirmation, be required in connection with any such amendment, change or modification.

 

2


 

IN WITNESS WHEREOF, the parties hereto have caused this Confirmation to be duly executed as a sealed instrument as of the date first above written.

 

 

GUARANTOR:

 

 

 

FIVE STAR QUALITY CARE, INC.

 

 

 

By:

/s/ Travis K. Smith

 

 

Travis K. Smith

 

 

Vice President

 

 

 

TENANT:

 

 

 

FIVE STAR QUALITY CARE TRUST,

 

FS TENANT HOLDING COMPANY TRUST,

 

FS COMMONWEALTH LLC, and

 

FS PATRIOT LLC

 

 

 

By:

/s/ Travis K. Smith

 

 

Travis K. Smith

 

 

Vice President of each of the foregoing entities

 

3


 

 

SUBTENANTS:

 

 

 

FIVE STAR QUALITY CARE-CA II, LLC,

 

FIVE STAR QUALITY CARE-COLORADO, LLC,

 

FIVE STAR QUALITY CARE-FL, LLC

 

FIVE STAR QUALITY CARE-GA, LLC,

 

FIVE STAR QUALITY CARE-GHV, LLC,

 

FIVE STAR QUALITY CARE-IA, LLC,

 

FIVE STAR QUALITY CARE-IN, LLC,

 

FIVE STAR QUALITY CARE-KS, LLC,

 

FIVE STAR QUALITY CARE-MD, LLC,

 

FIVE STAR QUALITY CARE-NE, INC.,

 

FIVE STAR QUALITY CARE-NE, LLC,

 

FIVE STAR QUALITY CARE-TX, LLC,

 

FIVE STAR QUALITY CARE-VA, LLC,

 

FIVE STAR QUALITY CARE-WI, LLC,

 

FS LAFAYETTE TENANT TRUST,

 

FS LEISURE PARK TENANT TRUST,

 

FS LEXINGTON TENANT TRUST,

 

FS TENANT POOL I TRUST,

 

FS TENANT POOL II TRUST,

 

FS TENANT POOL III TRUST,

 

FS TENANT POOL IV TRUST, and

 

FSQC-AL, LLC

 

 

 

By:

/s/ Travis K. Smith

 

 

Travis K. Smith

 

 

Vice President of each of the foregoing entities

 

 

 

 

MORNINGSIDE OF ANDERSON, L.P., and

 

MORNINGSIDE OF ATHENS, LIMITED

 

 

PARTNERSHIP

 

 

 

 

By:

LifeTrust America, Inc.,

 

 

General Partner of each of

 

 

the foregoing entities

 

 

 

By:

/s/ Travis K. Smith

 

 

Travis K. Smith

 

 

Vice President

 

4


 

 

LANDLORD:

 

 

 

CCC FINANCING I TRUST,

 

CCC INVESTMENTS I, L.L.C.,

 

CCC OF KENTUCKY TRUST,

 

CCC PUEBLO NORTE TRUST,

 

CCDE SENIOR LIVING LLC,

 

CCOP SENIOR LIVING LLC,

 

HRES1 PROPERTIES TRUST,

 

O.F.C. CORPORATION,

 

SNH CHS PROPERTIES TRUST,

 

SNH SOMERFORD PROPERTIES TRUST,

 

SNH/LTA PROPERTIES GA LLC,

 

SNH/LTA PROPERTIES TRUST,

 

SPTIHS PROPERTIES TRUST, and

 

SPTMNR PROPERTIES TRUST

 

 

 

By:

/s/ David J. Hegarty

 

 

David J. Hegarty

 

 

President of each of the foregoing entities

 

 

 

 

 

LEISURE PARK VENTURE LIMITED

 

 

PARTNERSHIP

 

 

 

 

By:

CCC Leisure Park Corporation,

 

 

its General Partner

 

 

 

 

 

By:

/s/ David J. Hegarty

 

 

 

David J. Hegarty

 

 

 

President

 

 

 

 

CCC RETIREMENT COMMUNITIES II, L.P.

 

 

 

 

By:

Crestline Ventures LLC,

 

 

its General Partner

 

 

 

 

 

By:

/s/ David J. Hegarty

 

 

 

David J. Hegarty

 

 

 

President

 

 

 

 

CCC FINANCING LIMITED, L.P.

 

 

 

By:

CCC Retirement Trust,

 

 

its General Partner

 

 

 

 

 

By:

/s/ David J. Hegarty

 

 

 

David J. Hegarty

 

 

 

President

 

5


 

SCHEDULE 1

 

EXHIBIT A

 

SUBLEASES

 

1.             Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-Colorado, LLC, Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of June 30, 2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

 

2.             Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-KS, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated June 30, 2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

 

3.             Sublease Agreement, dated January 11, 2002, by and between FS Tenant Holding Company Trust, a Maryland business trust, and FS Leisure Park Tenant Trust, a Maryland business trust, as amended by that certain Letter Agreement dated June 30, 2008 by and among FS Tenant Holding Company Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among FS Tenant Holding Company Trust, as sublandlord and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

 

4.             Sublease Agreement, dated January 11, 2002, by and between FS Tenant Holding Company Trust, a Maryland business trust, and FS Lafayette Tenant Trust, a Maryland business trust, as amended by that certain Letter Agreement dated June 30, 2008 by and among FS Tenant Holding Company Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among FS Tenant Holding Company Trust, as sublandlord and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

 

5.             Sublease Agreement, dated January 11, 2002, by and between FS Tenant Holding Company Trust, a Maryland business trust, and FS Lexington Tenant Trust, a Maryland business trust, as amended by that certain Letter Agreement dated June 30, 2008 by and among FS Tenant Holding Company Trust, as sublandlord, and Certain Affiliates of Five

 


 

Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among FS Tenant Holding Company Trust, as sublandlord and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

 

6.             Sublease Agreement, dated January 11, 2002, by and between FS Tenant Holding Company Trust, a Maryland business trust, and FS Tenant Pool IV Trust, a Maryland business trust, as amended by that certain Letter Agreement dated June 30, 2008 by and among FS Tenant Holding Company Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among FS Tenant Holding Company Trust, as sublandlord and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

 

7.             Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Anderson, L.P., a Delaware limited partnership, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

 

8.             Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Athens, Limited Partnership, a Delaware limited partnership, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

 

9.             Sublease Agreement, dated May 6, 2005, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-CA II, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

 

10.           Sublease Agreement, dated October 31, 2005, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-GHV, LLC, a Maryland limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Partial Termination of Sublease Agreement, dated May 6, 2011 by and between Five Star Quality Care Trust,

 


 

a Maryland business trust, as sublandlord, and Five Star Quality Care-GHV, LLC, a Maryland limited liability company, as subtenant.

 

11.           Second Amended and Restated Sublease Agreement, dated November 1, 2006, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-GA, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Partial Termination of Second Amended and Restated Sublease Agreement, dated as of May 1, 2011, by and between Five Star Quality Care Trust, as sublandlord, and Five Star Quality Care-GA, LLC, as subtenant, as further amended by that certain Partial Termination of Second Amended and Restated Sublease Agreement, dated as of June 1, 2011, by and between Five Star Qualify Care Trust, as sublandlord, and Five Star Quality Care-GA, LLC, as subtenant.

 

12.           Sublease Agreement, dated February 7, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-TX, LLC, a Maryland limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

 

13.           Sublease Agreement, dated August 1, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and FSQC-AL, LLC, as subtenant, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

 

14.           Sublease Agreement, dated November 1, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-IN, LLC, as subtenant, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

 

15.           Amended and Restated Sublease Agreement, dated as of August 4, 2009, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-MD, LLC, a Delaware limited liability company, as subtenant.

 

16.           Second Amended and Restated Sublease Agreement, dated as of August 4, 2009, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-WI, LLC, a Delaware limited liability company, as subtenant.

 


 

17.           Amended and Restated Sublease Agreement, dated as of August 4, 2009, by and between FS Tenant Holding Company Trust, a Maryland business trust, as sublandlord and FS Tenant Pool I Trust, a Maryland business trust, as subtenant.

 

18.           Amended and Restated Sublease Agreement, dated as of August 4, 2009, by and between FS Tenant Holding Company Trust, a Maryland business trust, as sublandlord, and FS Tenant Pool II Trust, a Maryland business trust, as subtenant.

 

19.           Amended and Restated Sublease Agreement, dated as of August 4, 2009, by and between FS Tenant Holding Company Trust, a Maryland business trust, as sublandlord, and FS Tenant Pool III Trust, a Maryland business trust, as subtenant.

 

20.           Amended and Restated Sublease Agreement, dated August 1, 2010, but effective as of October 1, 2009, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-IA, LLC, a Delaware limited liability company, as subtenant.

 

21.           Amended and Restated Sublease Agreement, dated August 1, 2010, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-NE, Inc., a Delaware corporation, as subtenant.

 

22.           Amended and Restated Sublease Agreement, dated August 1, 2010, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-NE, LLC, a Delaware limited liability company, as subtenant.

 

23.           Sublease Agreement, dated June 20, 2011, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-VA, LLC, a Delaware limited liability company, as subtenant.

 

24.           Sublease Agreement, dated July 22, 2011, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-FL, LLC, a Delaware limited liability company, as subtenant.

 


 

SCHEDULE 2

 

SCHEDULE 1

 

Subtenant Name, Organizational Structure
& Corporate Identification Number:

 

Chief Executive Office &
Principal Place of Business:

 

Other Names

Five Star Quality Care-CA II, LLC, a Delaware limited liability company
No. DE 3872799

 

400 Centre Street
Newton, MA 02458

 

None.

Five Star Quality Care-Colorado, LLC, a Delaware limited liability company
No. DE 3141518

 

400 Centre Street
Newton, MA 02458

 

SHOPCO-Colorado, LLC

Five Star Quality Care-FL, LLC, a Delaware limited liability company
No. DE 3487186

 

400 Centre Street
Newton, MA 02458

 

None

Five Star Quality Care-GA, LLC, a Delaware limited liability company
No. DE 3141197

 

400 Centre Street
Newton, MA 02458

 

SHOPCO-GA, LLC

Five Star Quality Care-GHV, LLC, a Maryland limited liability company
No. MD W10441350

 

400 Centre Street
Newton, MA 02458

 

None.

Five Star Quality Care-IA, LLC, a Delaware limited liability company
No. DE 3141200

 

400 Centre Street
Newton, MA 02458

 

SHOPCO-IA, LLC

Five Star Quality Care-IN, LLC, a Maryland limited liability company
No. MD W12573952

 

400 Centre Street
Newton, MA 02458

 

None.

Five Star Quality Care-KS, LLC, a Delaware limited liability company
No. DE 3155963

 

400 Centre Street
Newton, MA 02458

 

SHOPCO-KS, LLC

Five Star Quality Care-MD, LLC, a Delaware limited liability company
No. DE 3561210

 

400 Centre Street
Newton, MA 02458

 

None.

Five Star Quality Care-NE, Inc., a Delaware corporation
No. DE 3162188

 

400 Centre Street
Newton, MA 02458

 

SHOPCO-NE, Inc.

Five Star Quality Care-NE, LLC, a Delaware limited liability company
No. DE 3141204

 

400 Centre Street
Newton, MA 02458

 

SHOPCO-NE, LLC

Five Star Quality Care-TX, LLC, a Maryland limited liability company
No. MD W11898319

 

400 Centre Street
Newton, MA 02458

 

None.

Five Star Quality Care-VA, LLC, a Delaware limited liability company
No. DE 3561214

 

400 Centre Street
Newton, MA 02458

 

None

Five Star Quality Care-WI, LLC, a Delaware limited liability company
No. DE 3141217

 

400 Centre Street
Newton, MA 02458

 

SHOPCO-WI, LLC

FS Lafayette Tenant Trust,
a Maryland business trust
No: MD B06518989

 

400 Centre Street
Newton, MA 02458

 

None.

FS Leisure Park Tenant Trust,
a Maryland business trust
No: MD B06547053

 

400 Centre Street
Newton, MA 02458

 

None.

FS Lexington Tenant Trust,
a Maryland business trust
No: MD B06519029

 

400 Centre Street
Newton, MA 02458

 

None.

FS Tenant Pool I Trust,
a Maryland business trust
No: MD B06519011

 

400 Centre Street
Newton, MA 02458

 

None.

 


 

Subtenant Name, Organizational Structure
& Corporate Identification Number:

 

Chief Executive Office &
Principal Place of Business:

 

Other Names

FS Tenant Pool II Trust,
a Maryland business trust
No: MD B06518146

 

400 Centre Street
Newton, MA 02458

 

None.

FS Tenant Pool III Trust,
a Maryland business trust
No: MD B06519037

 

400 Centre Street
Newton, MA 02458

 

None.

FS Tenant Pool IV Trust,
a Maryland business trust
No: MD B06519045

 

400 Centre Street
Newton, MA 02458

 

None.

FSQC-AL, LLC, a Maryland limited liability company
No. MD W10831154

 

400 Centre Street
Newton, MA 02458

 

None.

Morningside of Anderson, L.P., a Delaware limited partnership
No. DE 2926362

 

400 Centre Street
Newton, MA 02458

 

None.

Morningside of Athens, Limited Partnership, a Delaware limited partnership
No. DE 3499189

 

400 Centre Street
Newton, MA 02458

 

None.

 


 

SCHEDULE 3

 

SCHEDULE 2

 

The Facilities

 

State

 

Facility

 

Subtenant

 

 

 

 

 

ALABAMA:

 

ASHTON GABLES IN RIVERCHASE
2184 Parkway Lake Drive
Birmingham, Alabama 35244

 

FSQC-AL, LLC

 

 

 

 

 

 

 

LAKEVIEW ESTATES
2634 Valleydale Road
Birmingham, Alabama 35244

 

FSQC-AL, LLC

 

 

 

 

 

ARIZONA:

 

THE FORUM AT PUEBLO NORTE
7090 East Mescal Street
Scottsdale, AZ 85254

 

FS Tenant Pool II Trust

 

 

 

 

 

CALIFORNIA:

 

LA SALETTE HEALTH AND REHABILITATION CENTER
537 East Fulton Street
Stockton, California 95204

 

Five Star Quality Care-CA II, LLC

 

 

 

 

 

 

 

THOUSAND OAKS HEALTHCARE CENTER
93 W. Avenida de Los Arboles
Thousand Oaks, California 91360

 

Five Star Quality Care-CA II, LLC

 

 

 

 

 

COLORADO:

 

SKYLINE RIDGE NURSING & REHABLITATION CENTER
515 Fairview Avenue
Canon City, Colorado 81212

 

Five Star Quality Care-Colorado, LLC

 

 

 

 

 

 

 

SPRINGS VILLAGE CARE CENTER
110 West Van Buren Street
Colorado Springs, Colorado 80907

 

Five Star Quality Care-Colorado, LLC

 

 

 

 

 

 

 

WILLOW TREE CARE CENTER
2050 South Main Street
Delta, Colorado 81416

 

Five Star Quality Care-Colorado, LLC

 

 

 

 

 

 

 

CEDARS HEALTHCARE CENTER
1599 Ingalls Street
Lakewood, Colorado 80214

 

Five Star Quality Care-Colorado, LLC

 


 

State

 

Facility

 

Subtenant

 

 

 

 

 

DELAWARE:

 

MILLCROFT
225 Possum Park Road
Newark, Delaware 19711

 

FS Tenant Pool I Trust

 

 

 

 

 

 

 

FORWOOD MANOR
1912 Marsh Road
Wilmington, Delaware 19810

 

FS Tenant Pool II Trust

 

 

 

 

 

 

 

FOULK MANOR SOUTH
407 Foulk Road
Wilmington, Delaware 19803

 

FS Tenant Pool IV Trust

 

 

 

 

 

 

 

SHIPLEY MANOR
2733 Shipley Road
Wilmington, DE 19810

 

FS Tenant Pool I Trust

 

 

 

 

 

FLORIDA:

 

FORUM AT DEER CREEK
3001 Deer Creek Country Club Boulevard
Deerfield Beach, Florida 33442

 

FS Tenant Pool III Trust

 

 

 

 

 

 

 

SPRINGWOOD COURT
12780 Kenwood Lane
Fort Myers, Florida 33907

 

FS Tenant Pool IV Trust

 

 

 

 

 

 

 

FOUNTAINVIEW
111 Executive Center Drive
West Palm Beach, Florida 33401

 

FS Tenant Pool II Trust

 

 

 

 

 

 

 

PALMS AT ST. LUCIE WEST
501 N.W. Cashmere Boulevard
Port St. Lucie, Florida 34986

 

Five Star Quality Care-FL, LLC

 

 

 

 

 

GEORGIA:

 

MORNINGSIDE OF ATHENS
1291 Cedar Shoals Drive
Athens, Georgia 30605

 

Morningside of Athens, Limited Partnership

 

 

 

 

 

 

 

SENIOR LIVING OF MARSH VIEW
7410 Skidway Road
Savannah, Georgia 31406

 

Five Star Quality Care-GA, LLC

 

 

 

 

 

INDIANA:

 

MEADOWOOD RETIREMENT COMMUNITY
2455 Tamarack Trail
Bloomington, Indiana 47408

 

Five Star Quality Care-IN, LLC

 


 

State

 

Facility

 

Subtenant

 

 

 

 

 

IOWA:

 

PACIFIC PLACE
20937 Kane Avenue
Pacific Junction, Iowa 51561

 

Five Star Quality Care-IA, LLC

 

 

 

 

 

 

 

WEST BRIDGE CARE & REHABILITATION
1015 West Summit Street
Winterset, Iowa 50273

 

Five Star Quality Care-IA, LLC

 

 

 

 

 

KANSAS:

 

WOODHAVEN CARE CENTER
510 W. 7th Street
Ellinwood, Kansas 67526

 

Five Star Quality Care-KS, LLC

 

 

 

 

 

KENTUCKY:

 

LAFAYETTE AT COUNTRY PLACE
690 Mason Headley Road
Lexington, Kentucky 40504

 

FS Lafayette Tenant Trust

 

 

 

 

 

 

 

LEXINGTON AT COUNTRY PLACE
700 Mason Headley Road
Lexington, Kentucky 40504

 

FS Lexington Tenant Trust

 

 

 

 

 

MARYLAND:

 

HEARTFIELDS AT BOWIE
7600 Laurel Bowie Road
Bowie, Maryland 20715

 

Five Star Quality Care-MD, LLC

 

 

 

 

 

 

 

HEARTFIELDS AT FREDERICK
1820 Latham Drive
Frederick, Maryland 21701

 

Five Star Quality Care-MD, LLC

 

 

 

 

 

NEBRASKA:

 

MORYS HAVEN
1112 15th Street
Columbus, Nebraska 68601

 

Five Star Quality Care-NE, Inc.

 

 

 

 

 

 

 

WEDGEWOOD CARE CENTER
800 Stoeger Drive
Grand Island, Nebraska 68803

 

Five Star Quality Care-NE, LLC

 

 

 

 

 

 

 

CRESTVIEW HEALTH CARE CENTER
1100 West First Street
Milford, Nebraska 68405

 

Five Star Quality Care-NE, LLC

 

 

 

 

 

 

 

UTICA COMMUNITY CARE CENTER
1350 Centennial Avenue
Utica, Nebraska 68456

 

Five Star Quality Care-NE, Inc.

 


 

State

 

Facility

 

Subtenant

 

 

 

 

 

NEW JERSEY:

 

LEISURE PARK
1400 Route 70
Lakewood, New Jersey 08701

 

FS Leisure Park Tenant Trust

 

 

 

 

 

PENNSYLVANIA:

 

FRANCISCAN MANOR
71 Darlington Road
Patterson Township, Beaver Falls, Pennsylvania 15010

 

Five Star Quality Care-GHV, LLC

 

 

 

 

 

 

 

MOUNT VERNON OF ELIZABETH
145 Broadlawn Drive
Elizabeth, Pennsylvania 15037

 

Five Star Quality Care-GHV, LLC

 

 

 

 

 

 

 

OVERLOOK GREEN
5250 Meadowgreen Drive
Whitehall, Pennsylvania 15236

 

Five Star Quality Care-GHV, LLC

 

 

 

 

 

SOUTH CAROLINA:

 

MORNINGSIDE OF ANDERSON
1304 McLees Road
Anderson, South Carolina 29621

 

Morningside of Anderson, L.P.

 

 

 

 

 

 

 

MYRTLE BEACH MANOR
9547 Highway 17 North
Myrtle Beach, South Carolina 29572

 

FS Tenant Pool I Trust

 

 

 

 

 

TEXAS:

 

HERITAGE PLACE AT BOERNE
120 Crosspoint Drive
Boerne, Texas 78006

 

Five Star Quality Care-TX, LLC

 

 

 

 

 

 

 

FORUM AT PARK LANE
7831 Park Lane
Dallas, Texas 75225

 

FS Tenant Pool III Trust

 

 

 

 

 

 

 

HERITAGE PLACE AT FREDERICKSBURG
96 Frederick Road
Fredericksburg, Texas 78624

 

Five Star Quality Care-TX, LLC

 

 

 

 

 

VIRGINIA:

 

CHESAPEAKE PROPERTY
1005 Elysian Place
Chesapeake, Virginia 23320

 

Five Star Quality Care-VA, LLC

 

 

 

 

 

WISCONSIN:

 

GREENTREE HEALTH & REHABILITATION CENTER
70 Greentree Road
Clintonville, Wisconsin 54929

 

Five Star Quality Care-WI, LLC

 


 

State

 

Facility

 

Subtenant

 

 

 

 

 

 

 

PINE MANOR HEALTH CARE CENTER
Village of Embarrass
1625 East Main Street
Clintonville, Wisconsin 54929

 

Five Star Quality Care-WI, LLC

 

 

 

 

 

 

 

MANORPOINTE-OAK CREEK INDEPENDENT SENIOR APARTMENTS AND MEADOWMERE/MITCHELL MANOR-OAK CREEK ASSISTED LIVING
700 East Stonegate Drive and 701 East Peutz Road
Oak Creek, Wisconsin 53154

 

Five Star Quality Care-WI, LLC

 

 

 

 

 

 

 

RIVER HILLS WEST HEALTHCARE CENTER
321 Riverside Drive
Pewaukee, Wisconsin 53072

 

Five Star Quality Care-WI, LLC

 

 

 

 

 

 

 

THE VIRGINIA HEALTH & REHABILITATION CENTER
1451 Cleveland Avenue
Waukesha, Wisconsin 53186

 

Five Star Quality Care-WI, LLC

 


 

SCHEDULE 4

 

SCHEDULE 2

 

THE FACILITIES

 

ALABAMA:

 

ASHTON GABLES IN RIVERCHASE

2184 Parkway Lake Drive

Birmingham, Alabama  35244

 

LAKEVIEW ESTATES

2634 Valleydale Road

Birmingham, Alabama  35244

 

ARIZONA:

 

THE FORUM AT PUEBLO NORTE

7090 East Mescal Street

Scottsdale, Arizona  85254

 

CALIFORNIA:

 

LA SALETTE HEALTH AND REHABILITATION CENTER

537 East Fulton Street

Stockton, California  95204

 

THOUSAND OAKS HEALTHCARE CENTER

93 W. Avenida de Los Arboles

Thousand Oaks, California  91360

 

COLORADO:

 

SKYLINE RIDGE NURSING & REHABLITATION CENTER

515 Fairview Avenue

Canon City, Colorado  81212

 

SPRINGS VILLAGE CARE CENTER

110 West Van Buren Street

Colorado Springs, Colorado  80907

 

WILLOW TREE CARE CENTER

2050 South Main Street

Delta, Colorado  81416

 


 

CEDARS HEALTHCARE CENTER

1599 Ingalls Street

Lakewood, Colorado  80214

 

DELAWARE:

 

MILLCROFT

255 Possum Park Road

Newark, Delaware  19711

 

FORWOOD MANOR

1912 Marsh Road

Wilmington, Delaware  19810

 

FOULK MANOR SOUTH

407 Foulk Road

Wilmington, Delaware  19803

 

SHIPLEY MANOR

2723 Shipley Road

Wilmington, Delaware  19810

 

FLORIDA:

 

FORUM AT DEER CREEK

3001 Deer Creek Country Club Boulevard

Deerfield Beach, Florida  33442

 

SPRINGWOOD COURT

12780 Kenwood Lane

Fort Myers, Florida  33907

 

FOUNTAINVIEW

111 Executive Center Drive

West Palm Beach, Florida  33401

 

PALMS AT ST. LUCIE WEST

501 N.W. Cashmere Boulevard

Port St. Lucie, Florida  34986

 

GEORGIA:

 

MORNINGSIDE OF ATHENS

1291 Cedar Shoals Drive

Athens, Georgia  30605

 


 

SENIOR LIVING OF MARSH VIEW

7410 Skidway Road

Savannah, Georgia  31406

 

INDIANA:

 

MEADOWOOD RETIREMENT COMMUNITY

2455 Tamarack Trail

Bloomington, Indiana  47408

 

IOWA:

 

PACIFIC PLACE

20937 Kane Avenue

Pacific Junction, Iowa  51561

 

WEST BRIDGE CARE & REHABILITATION

1015 West Summit Street

Winterset, Iowa  50273

 

KANSAS:

 

WOODHAVEN CARE CENTER

510 W. 7th Street

Ellinwood, Kansas  67526

 

KENTUCKY:

 

LAFAYETTE AT COUNTRY PLACE

690 Mason Headley Road

Lexington, Kentucky  40504

 

LEXINGTON AT COUNTRY PLACE

700 Mason Headley Road

Lexington, Kentucky  40504

 

MARYLAND:

 

HEARTFIELDS AT BOWIE

7600 Laurel Bowie Road

Bowie, Maryland  20715

 

HEARTFIELDS AT FREDERICK

1820 Latham Drive

Frederick, Maryland  21701

 


 

MASSACHUSETTS:

 

BRAINTREE REHABILITATION HOSPITAL

250 Pond Street

Braintree, Massachusetts  02184

 

NEW ENGLAND REHABILITATION HOSPITAL

2 Rehabilitation Way

Woburn, Massachusetts  01801

NEBRASKA:

 

MORYS HAVEN

1112 15th Street

Columbus, Nebraska  68601

 

WEDGEWOOD CARE CENTER

800 Stoeger Drive

Grand Island, Nebraska  68803

 

CRESTVIEW HEALTH CARE CENTER

1100 West First Street

Milford, Nebraska  68405

 

UTICA COMMUNITY CARE CENTER

1350 Centennial Avenue

Utica, Nebraska  68456

 

NEW JERSEY:

 

LEISURE PARK

1400 Route 70

Lakewood, New Jersey  08701

 

PENNSYLVANIA:

 

FRANCISCAN MANOR

71 Darlington Road

Patterson Township, Beaver Falls, Pennsylvania  15010

 

MOUNT VERNON OF ELIZABETH

145 Broadlawn Drive

Elizabeth, Pennsylvania  15037

 

OVERLOOK GREEN

5250 Meadowgreen Drive

Whitehall, Pennsylvania  15236

 


 

SOUTH CAROLINA:

 

MORNINGSIDE OF ANDERSON

1304 McLees Road

Anderson, South Carolina  29621

 

MYRTLE BEACH MANOR

9547 Highway 17 North

Myrtle Beach, South Carolina  29572

 

TEXAS:

 

HERITAGE PLACE AT BOERNE

120 Crosspoint Drive

Boerne, Texas  78006

 

FORUM AT PARK LANE

7831 Park Lane

Dallas, Texas  75225

 

HERITAGE PLACE AT FREDERICKSBURG

96 Frederick Road

Fredericksburg, Texas  78624

 

VIRGINIA:

 

CHESAPEAKE PROPERTY

1005 Elysian Place

Chesapeake, Virginia  23320

 

WISCONSIN:

 

GREENTREE HEALTH & REHABILITATION CENTER

70 Greentree Road

Clintonville, Wisconsin  54929

 

PINE MANOR HEALTH CARE CENTER

Village of Embarrass

1625 East Main Street

Clintonville, Wisconsin  54929

 

MANORPOINTE-OAK CREEK INDEPENDENT SENIOR APARTMENTS AND MEADOWMERE/MITCHELL MANOR-OAK CREEK ASSISTED LIVING

700 East Stonegate Drive and 701 East Peutz Road

Oak Creek, Wisconsin  53154

 


 

RIVER HILLS WEST HEALTHCARE CENTER

321 Riverside Drive

Pewaukee, Wisconsin  53072

 

THE VIRGINIA HEALTH & REHABILITATION CENTER

1451 Cleveland Avenue

Waukesha, Wisconsin  53186