EX-99.13 24 a11-13963_1ex99d13.htm EX-99.13

Exhibit 99.13

 

JOINDER AND AMENDMENT TO AND CONFIRMATION OF GUARANTEES
AND SECURITY AGREEMENTS

 

THIS JOINDER AND AMENDMENT TO AND CONFIRMATION OF GUARANTEES AND SECURITY AGREEMENTS (this “Confirmation”) is made and entered into as of June 20, 2011, by and among FIVE STAR QUALITY CARE, INC., a Maryland corporation (“Guarantor”), FIVE STAR QUALITY CARE TRUST, a Maryland business trust (“FSQC Trust”), FIVE STAR QUALITY CARE — NS TENANT, LLC, a Maryland limited liability company, FS TENANT HOLDING COMPANY TRUST, a Maryland business trust (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. 4), dated as of August 4, 2009 (as the same has been amended, restated or otherwise modified from time to time, “Amended Lease No. 4”), Landlord leases to Tenant, and Tenant leases from Landlord, certain property, all as more particularly described in Amended Lease No. 4; and

 

WHEREAS, the payment and performance of all of the obligations of Tenant with respect to Amended Lease No. 4 are guaranteed by (i) that certain Amended and Restated Guaranty Agreement (Lease No. 4), 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. 4), dated as of August 4, 2009, made by Subtenants for the benefit of Landlord (as the same may be 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. 4 are secured by (i) that certain Amended and Restated Subtenant Security Agreement (Lease No. 4), dated as of August 4, 2009, by and among Subtenants and Landlord (as the same has been 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. 4), dated as of August 4, 2009, by and among Tenant and Landlord (as the same has been 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 Third Amendment to Amended and Restated Master Lease Agreement (Lease No. 4), dated as of the date hereof (the “Third Amendment”), Amended Lease No. 4 is being amended to add thereto that certain property known as McCarthy Court II and located at 1325 McCarthy Boulevard, New Bern, North Carolina (the “McCarthy Court II Property”), all as more particularly described in the Third 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 “NC Sublease”) with Five Star

 



 

Quality Care-North Carolina, LLC, a Maryland limited liability company and an affiliate of FSQC Trust (the “NC Subtenant”), with respect to the McCarthy Court II Property; and

 

WHEREAS, in connection with the foregoing, and as a condition precedent to the execution of the Third Amendment by Landlord, Landlord has required that the NC Subtenant join in 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. 4 as amended by the Third 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 NC Subtenant hereby joins in the Subtenant Guarantee as if the NC 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 NC Subtenant, and the NC Subtenant shall be considered a Subtenant Guarantor for all purposes under the Subtenant Guaranty.

 

2.                                       Joinder to Subtenant Security Agreement.  The NC Subtenant hereby joins in the Subtenant Security Agreement as if the NC 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 NC Subtenant and the NC Subtenant shall be considered a Subtenant for all purposes under the Subtenant Security Agreement.

 

3.                                       Amendment to Disputes Provisions in Guarantees.  Each of the Guarantees is amended by deleting Section 15 therefrom in its entirety and replacing it with Section 15 as set forth on Exhibit A attached hereto and made a part hereof.

 

4.                                       Amendment to Disputes Provisions in Security Agreements.  Each of the Security Agreements is amended by deleting Section 11 therefrom in its entirety and replacing it with Section 11 as set forth on Exhibit B attached hereto and made a part hereof.

 

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

 

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

 

7.                                       Confirmation of Guarantees and Security Agreements.  Each of the parties to the Guarantees and the Security Agreements (including, without limitation, the  NC Subtenant) hereby confirms that all references in the Guarantees and the Security Agreements to “Amended Lease No. 4” shall refer to Amended Lease No. 4 as amended by the Third Amendment, and the Guarantees and the Security Agreements, as amended and confirmed hereby, are hereby ratified and confirmed in all respects.

 

2



 

8.                                       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. 4, 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.

 

[Remainder of page left intentionally blank; Signature pages follow]

 

3



 

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

 

 

GUARANTOR:

 

 

 

FIVE STAR QUALITY CARE, INC.

 

 

 

By:

/s/ Travis K. Smith

 

 

Travis K. Smith

 

 

Vice President

 

 

 

 

TENANT:

 

 

 

FIVE STAR QUALITY CARE — NS TENANT, LLC,

 

FIVE STAR QUALITY CARE TRUST, and

 

FS TENANT HOLDING COMPANY TRUST

 

 

 

By:

/s/ Travis K. Smith

 

 

Travis K. Smith

 

 

Vice President of each of the foregoing entities

 

4



 

 

SUBTENANTS:

 

 

 

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-IL, LLC,

 

FIVE STAR QUALITY CARE-KS, LLC,

 

FIVE STAR QUALITY CARE-NE, LLC,

 

FIVE STAR QUALITY CARE-NJ, LLC,

 

FIVE STAR QUALITY CARE-NORTH CAROLINA, LLC,

 

FIVE STAR QUALITY CARE-VA, LLC,

 

FIVE STAR QUALITY CARE-WY, LLC,

 

FS TENANT POOL I TRUST, and

 

STOCKTON HERITAGE PARTNERS, LLC

 

 

 

By:

/s/ Travis K. Smith

 

 

Travis K. Smith

 

 

Vice President of each of the foregoing entities

 

 

 

 

MORNINGSIDE OF GREENWOOD, L.P., and

MORNINGSIDE OF KENTUCKY, LIMITED

 

 

PARTNERSHIP

 

 

 

 

By:

LifeTrust America, Inc.,

 

 

General Partner of each of

 

 

the foregoing entities

 

 

 

 

 

By:

/s/ Travis K. Smith

 

 

 

Travis K. Smith

 

 

 

Vice President

 

 

 

MORNINGSIDE OF SKIPWITH-RICHMOND, LLC

 

 

 

By:

LifeTrust America, Inc.,

 

 

Its Member

 

 

 

 

 

By:

/s/ Travis K. Smith

 

 

 

Travis K. Smith

 

 

 

Vice President

 

5



 

 

LANDLORD:

 

 

 

CCOP SENIOR LIVING LLC,

 

SNH CHS PROPERTIES TRUST,

 

SNH NS PROPERTIES TRUST,

 

SNH SOMERFORD PROPERTIES TRUST,

 

SNH/LTA PROPERTIES GA LLC,

 

SNH/LTA PROPERTIES TRUST, and

 

SPTIHS PROPERTIES TRUST

 

 

 

By:

/s/ David J. Hegarty

 

 

David J. Hegarty

 

 

President of each of the foregoing entities

 

6



 

EXHIBIT A

 

DISPUTES PROVISION — GUARANTEES

 

15.                                 Disputes.

 

(a)                                  Any disputes, claims or controversies between the parties (i) arising out of or relating to this Guaranty, or (ii) brought by or on behalf of any shareholder of any party or a direct or indirect parent of a party (which, for purposes of this Section 15, shall mean any shareholder of record or any beneficial owner of shares of any party, or any former shareholder of record or beneficial owner of shares of any party), either on his, her or its own behalf, on behalf of any party or on behalf of any series or class of shares of any party or shareholders of any party against any party or any member, trustee, officer, manager (including Reit Management & Research LLC or its successor), agent or employee of any party, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Guaranty, including this arbitration provision, or the declarations of trust, limited liability company agreements or bylaws of any party hereto (all of which are referred to as “Disputes”), or relating in any way to such a Dispute or Disputes shall, on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) then in effect, except as those Rules may be modified in this Section 15.  For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against trustees, officers or managers of any party and class actions by a shareholder against those individuals or entities and any party.  For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party. For purposes of this Section 15, the term “party” shall include any direct or indirect parent of a party.

 

(b)                                 There shall be three arbitrators.  If there are only two parties to the Dispute, each party shall select one arbitrator within fifteen (15) days after receipt of a demand for arbitration.  Such arbitrators may be affiliated or interested persons of such parties.  If there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator within fifteen (15) days after receipt of a demand for arbitration.  Such arbitrators may be affiliated or interested persons of the claimants or the respondents, as the case may be.  If either a claimant (or all claimants) or a respondent (or all respondents) fail to timely select an arbitrator then the party (or parties) who has selected an arbitrator may request the AAA to provide a list of three proposed arbitrators in accordance with the Rules (each of whom shall be neutral, impartial and unaffiliated with any party) and the party (or parties) that failed to timely appoint an arbitrator shall have ten days from the date the AAA provides such list to select one of the three arbitrators proposed by AAA.  If such party (or parties) fail to select such arbitrator by such time, the party (or parties) who have appointed the first arbitrator shall then have ten days to select one of the three arbitrators proposed by AAA to be the second arbitrator; and, if he/they should fail to select such arbitrator by such time, the AAA shall select, within fifteen (15) days thereafter, one of the three arbitrators it had proposed as the second arbitrator.  The two arbitrators so appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within fifteen (15) days of the appointment of the second arbitrator.  If the third arbitrator has not been appointed within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and

 



 

ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.

 

(c)                                  The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

 

(d)                                 There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

 

(e)                                  In rendering an award or decision (the “Award”), the arbitrators shall be required to follow the laws of The Commonwealth of Massachusetts.  Any arbitration proceedings or Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq.  The Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

 

(f)                                    Except to the extent expressly provided by this Agreement or as otherwise agreed by the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action, award any portion of a party’s award to the claimant or the claimant’s attorneys.  Each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

 

(g)                                 An Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators.  Judgment upon the Award may be entered in any court having jurisdiction.  To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

 

(h)                                 Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset.  Each party against which the Award assesses a monetary obligation shall pay that obligation on or before the 30th day following the date of the Award or such other date as the Award may provide.

 

(i)                                     This Section 15 is intended to benefit and be enforceable by the shareholders, members, direct and indirect parents, trustees, directors, officers, managers (including Reit Management & Research LLC or its successor), agents or employees of any party and the parties and shall be binding on the shareholders of any party and the parties, as applicable, and shall be in addition to, and not in substitution for, any other rights to indemnification or contribution that such individuals or entities may have by contract or otherwise.

 



 

EXHIBIT B

 

DISPUTES PROVISION — SECURITY AGREEMENT

 

Section 11.            Disputes.

 

(a)           Any disputes, claims or controversies between the parties (i) arising out of or relating to this Agreement, or (ii) brought by or on behalf of any shareholder of any party or a direct or indirect parent of a party (which, for purposes of this Section 11, shall mean any shareholder of record or any beneficial owner of shares of any party, or any former shareholder of record or beneficial owner of shares of any party), either on his, her or its own behalf, on behalf of any party or on behalf of any series or class of shares of any party or shareholders of any party against any party or any member, trustee, officer, manager (including Reit Management & Research LLC or its successor), agent or employee of any party, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, including this arbitration provision, or the declarations of trust, limited liability company agreements or bylaws of any party hereto (all of which are referred to as “Disputes”), or relating in any way to such a Dispute or Disputes shall, on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) then in effect, except as those Rules may be modified in this Section 11.  For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against trustees, officers or managers of any party and class actions by a shareholder against those individuals or entities and any party.  For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party. For purposes of this Section 11, the term “party” shall include any direct or indirect parent of a party.

 

(b)           There shall be three arbitrators.  If there are only two parties to the Dispute, each party shall select one arbitrator within fifteen (15) days after receipt of a demand for arbitration.  Such arbitrators may be affiliated or interested persons of such parties.  If there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator within fifteen (15) days after receipt of a demand for arbitration.  Such arbitrators may be affiliated or interested persons of the claimants or the respondents, as the case may be.  If either a claimant (or all claimants) or a respondent (or all respondents) fail to timely select an arbitrator then the party (or parties) who has selected an arbitrator may request the AAA to provide a list of three proposed arbitrators in accordance with the Rules (each of whom shall be neutral, impartial and unaffiliated with any party) and the party (or parties) that failed to timely appoint an arbitrator shall have ten days from the date the AAA provides such list to select one of the three arbitrators proposed by AAA.  If such party (or parties) fail to select such arbitrator by such time, the party (or parties) who have appointed the first arbitrator shall then have ten days to select one of the three arbitrators proposed by AAA to be the second arbitrator; and, if he/they should fail to select such arbitrator by such time, the AAA shall select, within fifteen (15) days thereafter, one of the three arbitrators it had proposed as the second arbitrator.  The two arbitrators so appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within fifteen (15) days of the appointment of the second arbitrator.  If the third arbitrator has not been appointed within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and

 



 

ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.

 

(c)           The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

 

(d)           There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

 

(e)           In rendering an award or decision (the “Award”), the arbitrators shall be required to follow the laws of The Commonwealth of Massachusetts.  Any arbitration proceedings or Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq.  The Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

 

(f)            Except to the extent expressly provided by this Agreement or as otherwise agreed by the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action, award any portion of a party’s award to the claimant or the claimant’s attorneys.  Each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

 

(g)           An Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators.  Judgment upon the Award may be entered in any court having jurisdiction.  To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

 

(h)           Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset.  Each party against which the Award assesses a monetary obligation shall pay that obligation on or before the 30th day following the date of the Award or such other date as the Award may provide.

 

(i)            This Section 11 is intended to benefit and be enforceable by the shareholders, members, direct and indirect parents, trustees, directors, officers, managers (including Reit Management & Research LLC or its successor), agents or employees of any party and the parties and shall be binding on the shareholders of any party and the parties, as applicable, and shall be in addition to, and not in substitution for, any other rights to indemnification or contribution that such individuals or entities may have by contract or otherwise.

 



 

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 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-WY, 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 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 November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Skipwith-Richmond, 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 August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

 

4.             Sublease Agreement, dated June 3, 2005, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Greenwood, 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 August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

 



 

5.             Sublease Agreement, dated September 1, 2006, 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, 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 August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

 

6.             Sublease Agreement, dated September 1, 2006, by and between Five Star Quality Care Trust, a Maryland business trust, as Sublandlord, and Five Star Quality Care-IL, 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 August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

 

7.             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 amended by that certain Letter Agreement dated 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 among 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 among Five Star Quality Care Trust, as sublandlord, and Five Star Quality Care-GA, LLC, as subtenant.

 

8.             Second Amended and Restated Sublease Agreement, dated November 6, 2006, by and between Five Star Quality Care Trust, a Maryland business trust, as Sublandlord, and Morningside of Kentucky, 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 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 March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Stockton Heritage Partners, 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 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 as of July 1, 2008, by and between Five Star Quality Care-NS Tenant, LLC, a Maryland limited liability company, as sublandlord, and Five Star Quality Care-GHV, LLC, a Maryland limited liability company, as subtenant, as amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care-NS Tenant, LLC, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

 

11.           Sublease Agreement, dated as of July 1, 2008, by and between Five Star Quality Care-NS Tenant, LLC, a Maryland limited liability company, as sublandlord, and Five Star Quality Care-NJ, LLC, a Maryland limited liability company, as subtenant as amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care-NS Tenant, LLC, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

 

12.           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-VA, LLC, a Delaware limited liability company, as subtenant.

 

13.           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.

 

14.           Amended and Restated Sublease Agreement, dated as of October 1, 2009, 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.

 

15.           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.

 

16.           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.

 

17.           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-North Carolina, LLC, a Maryland 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-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

 

 

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-IL, LLC,

a Maryland limited liability company

No: MD W11464047

 

400 Centre Street

Newton, MA 02458

 

None.

Five Star Quality Care-KS, LLC,

a Delaware limited liability company

No: DE 3155963

 

400 Centre, St.

Newton, MA 02458

 

None.

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-NJ, LLC,

a Maryland limited liability company

No: MD W12378956

 

400 Centre Street

Newton, MA 02458

 

None.

Five Star Quality Care-North Carolina, LLC,

a Maryland limited liability company

No: MD W13279039

 

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-WY, LLC,

a Delaware limited liability company

No: DE 3141207

 

400 Centre Street

Newton, MA 02458

 

SHOPCO-WY, LLC

FS Tenant Pool I Trust,

a Maryland business trust

No: MD B06519011

 

400 Centre Street

Newton, MA 02458

 

None.

Morningside of Greenwood, L.P., a Delaware limited partnership

No: DE 2926343

 

400 Centre Street

Newton, MA 02458

 

None.

Morningside of Kentucky, Limited Partnership, a Delaware limited partnership

No. DE 2750276

 

400 Centre Street

Newton, MA 02458

 

None.

Morningside of Skipwith-Richmond, LLC, a Delaware limited liability company

No. DE 3503112

 

400 Centre Street

Newton, MA 02458

 

None.

 



 

Subtenant Name, Organizational Structure & 
Corporate Identification Number:

 

Chief Executive Office & 
Principal Place of Business:

 

Other Names

Stockton Heritage Partners, LLC, a Delaware limited liability company

No. DE 2963009

 

400 Centre Street

Newton, MA 02458

 

None.

 



 

SCHEDULE 3

 

SCHEDULE 2

 

The Facilities

 

State

 

Facility

 

Subtenant

 

 

 

 

 

CALIFORNIA:

 

SOMERFORD PLACE – STOCKTON

3530 Deer Park Drive

Stockton, California 95219

 

Stockton Heritage Partners, LLC

 

 

 

 

 

COLORADO:

 

LA VILLA GRANDE CARE CENTER

2501 Little Bookcliff Drive

Grand Junction, Colorado 81501

 

Five Star Quality Care-Colorado, LLC

 

 

 

 

 

FLORIDA:

 

COURT AT PALM AIRE

2701 North Course Drive

Pompano Beach, Florida 33069

 

Five Star Quality Care-FL, LLC

 

 

 

 

 

GEORGIA:

 

NORTHLAKE GARDENS

1300 Montreal Road

Tucker, Georgia 30084

 

Five Star Quality Care-GA, LLC

 

 

 

 

 

IOWA:

 

WESTRIDGE QUALITY CARE & REHABILITATION

600 Manor Drive

Clarinda, Iowa 51632

 

Five Star Quality Care-IA, LLC

 

 

 

 

 

ILLINOIS:

 

BRENDEN GARDENS

900 Southwind Road

Springfield, Illinois 62703

 

Five Star Quality Care-IL, LLC

 

 

 

 

 

KANSAS:

 

BRANDON WOODS AT ALVAMAR

1501 Inverness Drive

Lawrence, Kansas 66047

 

Five Star Quality Care-KS, LLC

 

 

 

 

 

 

 

OVERLAND PARK PLACE

6555 West 75th Street

Overland Park, Kansas 66204

 

Five Star Quality Care-KS, LLC

 

 

 

 

 

KENTUCKY:

 

MORNINGSIDE OF MAYFIELD

1517 West Broadway

Mayfield, Kentucky 42066

 

Morningside of Kentucky, Limited Partnership

 



 

State

 

Facility

 

Subtenant

 

 

 

 

 

 

 

THE NEIGHBORHOOD OF SOMERSET

100 Neighborly Drive

Somerset, Kentucky 42503

 

Morningside of Kentucky, Limited Partnership

 

 

 

 

 

NEBRASKA:

 

CENTENNIAL PARK RETIREMENT VILLAGE

510 Centennial Circle

North Platte, Nebraska 69101

 

Five Star Quality Care-NE, LLC

 

 

 

 

 

 

 

WESTGATE ASSISTED LIVING

3030 South 80th Street

Omaha, Nebraska 68124

 

Five Star Quality Care-NE, LLC

 

 

 

 

 

NEW JERSEY:

 

NEWSEASONS AT CHERRY HILL

490 Cooper Landing Road

Cherry Hill, New Jersey 08002

 

Five Star Quality Care-NJ, LLC

 

 

 

 

 

 

 

NEWSEASONS AT MOUNT ARLINGTON

2 Hillside Drive

Mount Arlington, New Jersey 07856

 

Five Star Quality Care-NJ, LLC

 

 

 

 

 

NORTH CAROLINA:

 

MCCARTHY COURT II

1325 McCarthy Boulevard

New Bern, North Carolina 28562

 

Five Star Quality Care-North Carolina, LLC

 

 

 

 

 

PENNSYLVANIA:

 

NEWSEASONS AT NEW BRITAIN

800 Manor Drive

Chalfont, Pennsylvania 18914

 

Five Star Quality Care-GHV, LLC

 

 

 

 

 

 

 

NEWSEASONS AT CLARKS SUMMIT

950 Morgan Highway

Clarks Summit, Pennsylvania 18411

 

Five Star Quality Care-GHV, LLC

 

 

 

 

 

 

 

NEWSEASONS AT EXTON

600 North Pottstown Pike

Exton, Pennsylvania 19341

 

Five Star Quality Care-GHV, LLC

 

 

 

 

 

 

 

NEWSEASONS AT GLEN MILLS (CONCORDVILLE)

242 Baltimore Pike

Glen Mills, Pennsylvania 19342

 

Five Star Quality Care-GHV, LLC

 



 

State

 

Facility

 

Subtenant

 

 

 

 

 

 

 

NEWSEASONS AT TIFFANY COURT

700 Northampton Street

Kingston, Pennsylvania 18704

 

Five Star Quality Care-GHV, LLC

 

 

 

 

 

SOUTH CAROLINA:

 

MORNINGSIDE OF GREENWOOD

116 Enterprise Court

Greenwood, South Carolina 29649

 

Morningside of Greenwood, L.P.

 

 

 

 

 

TEXAS:

 

MONTEVISTA AT CORONADO

1575 Belvidere

El Paso, Texas 79912

 

FS Tenant Pool I Trust

 

 

 

 

 

VIRGINIA:

 

DOMINION VILLAGE OF POQUOSON

531 Wythe Creek Road

Poquoson, Virginia 23662

 

Five Star Quality Care-VA, LLC

 

 

 

 

 

 

 

MORNINGSIDE IN THE WEST END

3000 Skipwith Road

Richmond, Virginia 23294

 

Morningside of Skipwith-Richmond, LLC

 

 

 

 

 

WYOMING:

 

WORLAND HEALTHCARE & REHABILITATION CENTER

1901 Howell Avenue

Worland, Wyoming 82401

 

Five Star Quality Care-WY, LLC

 



 

SCHEDULE 4

 

SCHEDULE 2

 

THE FACILITIES

 

CALIFORNIA:

 

SOMERFORD PLACE - STOCKTON

3530 Deer Park Drive

Stockton, California  95219

 

COLORADO:

 

LA VILLA GRANDE CARE CENTER

2501 Little Bookcliff Drive

Grand Junction, Colorado  81501

 

FLORIDA:

 

COURT AT PALM AIRE

2701 North Course Drive

Pompano Beach, Florida  33069

 

GEORGIA:

 

NORTHLAKE GARDENS

1300 Montreal Road

Tucker, Georgia  30084

 

IOWA:

 

WESTRIDGE QUALITY CARE & REHABILITATION

600 Manor Drive

Clarinda, Iowa  51632

 

ILLINOIS:

 

BRENDEN GARDENS

900 Southwind Road

Springfield, Illinois  62703

 



 

KANSAS:

 

BRANDON WOODS AT ALVAMAR

1501 Inverness Drive

Lawrence, Kansas  66047

 

OVERLAND PARK PLACE

6555 West 75th Street

Overland Park, Kansas  66204

 

KENTUCKY:

 

MORNINGSIDE OF MAYFIELD

1517 West Broadway

Mayfield, Kentucky  42066

 

THE NEIGHBORHOOD OF SOMERSET

100 Neighborly Drive

Somerset, Kentucky  42503

 

NEBRASKA:

 

CENTENNIAL PARK RETIREMENT VILLAGE

510 Centennial Circle

North Platte, Nebraska  69101

 

WESTGATE ASSISTED LIVING

3030 South 80th Street

Omaha, Nebraska  68124

 

NEW JERSEY:

 

NEWSEASONS AT CHERRY HILL

490 Cooper Landing Road

Cherry Hill, New Jersey  08002

 

NEWSEASONS AT MOUNT ARLINGTON

2 Hillside Drive

Mount Arlington, New Jersey  07856

 



 

NORTH CAROLINA:

 

McCARTHY COURT II

1325 McCarthy Boulevard

New Bern, North Carolina  28562

 

PENNSYLVANIA:

 

NEWSEASONS AT NEW BRITAIN

800 Manor Drive

Chalfont, Pennsylvania  18914

 

NEWSEASONS AT CLARKS SUMMIT

950 Morgan Highway

Clarks Summit, Pennsylvania  18411

 

NEWSEASONS AT EXTON

600 North Pottstown Pike

Exton, Pennsylvania  19341

 

NEWSEASONS AT GLEN MILLS (CONCORDVILLE)

242 Baltimore Pike

Glen Mills, Pennsylvania  19342

 

NEWSEASONS AT TIFFANY COURT

700 Northampton Street

Kingston, Pennsylvania  18704

 

SOUTH CAROLINA:

 

MORNINGSIDE OF GREENWOOD

116 Enterprise Court

Greenwood, South Carolina  29649

 

TEXAS:

 

MONTEVISTA AT CORONADO

1575 Belvidere

El Paso, Texas  79912

 

VIRGINIA:

 

DOMINION VILLAGE OF POQUOSON

531 Wythe Creek Road

Poquoson, Virginia  23662

 



 

MORNINGSIDE IN THE WEST END

3000 Skipwith Road

Richmond, Virginia  23294

 

WYOMING:

 

WORLAND HEALTHCARE & REHABILITATION CENTER

1901 Howell Avenue

Worland, Wyoming  82401