EX-99.3 14 a11-13963_1ex99d3.htm EX-99.3

Exhibit 99.3

 

AMENDMENT TO AND CONFIRMATION OF GUARANTEES AND
SECURITY AGREEMENTS

 

THIS 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 (“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. 1), dated as of August 4, 2009 (as the same has been amended, restated or otherwise modified from time to time, “Amended Lease No. 1”), Landlord leases to Tenant, and Tenant leases from Landlord, certain property, all as more particularly described in Amended Lease No. 1; and

 

WHEREAS, the payment and performance of all of the obligations of Tenant with respect to Amended Lease No. 1 are guaranteed by (i) that certain Amended and Restated Guaranty Agreement (Lease No. 1), 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. 1), 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. 1 are secured by (i) that certain Amended and Restated Subtenant Security Agreement (Lease No. 1), 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. 1), 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 Seventh Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of the date hereof (the “Seventh Amendment”), Amended Lease No. 1 is being amended to add thereto that certain property known as Talbot Park and located at 6311 Granby Street, Norfolk, Virginia, and that certain property known as The Landing at Parkwood Village and located at 1720 Parkwood Boulevard, Wilson, North Carolina, all as more particularly described in the Seventh Amendment; and

 



 

WHEREAS, in connection with the foregoing, and as a condition precedent to the execution of the Seventh Amendment by Landlord, Landlord has required that the parties hereto confirm that the Guarantees and the Security Agreements remain in full force and effect and apply to Amended Lease No. 1 as amended by the Seventh 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.             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.

 

2.             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.

 

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; and (b) replacing Schedule 2 attached thereto with Schedule 2 attached hereto.

 

4.             Amendment of Tenant Security Agreement.  The Tenant Security Agreement is hereby amended by replacing Schedule 2 attached thereto with Schedule 3 attached hereto.

 

5.             Confirmation of Guarantees and Security Agreements.  Each of the parties to the Guarantees and the Security Agreements hereby confirms that all references in the Guarantees and the Security Agreements to “Amended Lease No. 1” shall refer to Amended Lease No. 1 as amended by the Seventh Amendment, and the Guarantees 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 Seventh Amendment or any other amendment, change or modification to Amended Lease No. 1, 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]

 

2



 

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 TRUST

 

 

 

 

 

By:

/s/ Travis K. Smith

 

 

Travis K. Smith

 

 

Vice President

 

3



 

 

SUBTENANTS:

 

 

 

ANNAPOLIS HERITAGE PARTNERS, LLC,

 

COLUMBIA HERITAGE PARTNERS, LLC,

 

ENCINITAS HERITAGE PARTNERS, LLC,

 

FIVE STAR QUALITY CARE-AZ, LLC,

 

FIVE STAR QUALITY CARE-CA, 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, INC.,

 

FIVE STAR QUALITY CARE-IA, LLC,

 

FIVE STAR QUALITY CARE-IL, LLC,

 

FIVE STAR QUALITY CARE-MN, LLC,

 

FIVE STAR QUALITY CARE-MO, LLC,

 

FIVE STAR QUALITY CARE-MS, LLC,

 

FIVE STAR QUALITY CARE-NE, LLC,

 

FIVE STAR QUALITY CARE-NE, INC.,

 

FIVE STAR QUALITY CARE-NORTH CAROLINA, LLC,

 

FIVE STAR QUALITY CARE-TX, LLC,

 

FIVE STAR QUALITY CARE-VA, LLC,

 

FIVE STAR QUALITY CARE-WI, LLC,

 

FIVE STAR QUALITY CARE-WY, LLC,

 

FREDERICK HERITAGE PARTNERS, LLC,

 

HAGERSTOWN HERITAGE PARTNERS, LLC,

 

MORNINGSIDE OF BELMONT, LLC,

 

MORNINGSIDE OF GALLATIN, LLC,

 

NEWARK HERITAGE PARTNERS I, LLC,

 

NEWARK HERITAGE PARTNERS II, LLC, and

 

REDLANDS HERITAGE PARTNERS, LLC

 

 

 

By:

/s/ Travis K. Smith

 

 

Travis K. Smith

 

 

Vice President of each of the foregoing entities

 

4



 

 

FRESNO HERITAGE PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP, and ROSEVILLE HERITAGE PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP

 

 

 

 

 

 

By:

Hamilton Place, LLC,

 

 

 

General Partner of each of the foregoing entities

 

 

 

 

 

 

 

By:

/s/ Travis K. Smith

 

 

 

 

Travis K. Smith

 

 

 

 

President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MORNINGSIDE OF ANDERSON, L.P.,
MORNINGSIDE OF COLUMBUS, L.P.,
MORNINGSIDE OF DALTON, LIMITED PARTNERSHIP,

 

MORNINGSIDE OF EVANS, LIMITED PARTNERSHIP, 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

 

 

 

 

President

 

5



 

 

LANDLORD:

 

 

 

SNH CHS PROPERTIES TRUST,

 

SPTIHS PROPERTIES TRUST,

 

SPTMNR PROPERTIES TRUST,

 

SNH/LTA PROPERTIES TRUST,

 

SNH/LTA PROPERTIES GA LLC, and

 

SNH SOMERFORD 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-AZ, 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.

 

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-CA, 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 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.

 

4.                                       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-IA, Inc., a Delaware corporation, 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.

 

5.                                       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.

 

6.                                       Sublease Agreement, dated June 23, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-MO, 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.

 

7.                                       Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Columbus, 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.

 

8.                                       Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Dalton, 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 November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Evans, 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.

 


 


 

10.                                 Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Gallatin, 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.

 

11.                                 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 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.

 

12.                                 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.

 

13.                                 Sublease Agreement, dated October 1, 2006, by and between Five Star Quality Care Trust, a Maryland business trust, as Sublandlord, and Five Star Quality Care-MS, 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.

 

14.                                 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.

 



 

15.                                 Amended and Restated Sublease Agreement, dated January 1, 2007, by and between Five Star Quality Care Trust, a Maryland business trust, and Morningside of Belmont, LLC, a Delaware limited liability company, 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.

 

16.                                 Sublease Agreement, dated March 1, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-MN, 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.

 

17.                                 Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Annapolis 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.

 

18.                                 Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Columbia 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.

 

19.                                 Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Encinitas 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.

 

20.                                 Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Frederick 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.

 

21.                                 Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Fresno Heritage Partners, A California 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.

 

22.                                 Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Hagerstown 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.

 

23.                                 Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Newark Heritage Partners I, 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.

 

24.                                 Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Newark Heritage Partners 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 August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

 

25.                                 Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Redlands 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.

 



 

26.                                 Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Roseville Heritage Partners, A California 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.

 

27.                                 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.

 

28.                                 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-IA, LLC, as subtenant.

 

29.                                 Sublease Agreement, dated as of November 17, 2009, 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.

 

30.                                 Sublease Agreement, dated as of November 17, 2009, 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.

 

31.                                 Sublease Agreement, dated as of December 10, 2009, 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.

 

32.                                 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.

 

33.                                 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.

 

34.                                 Sublease Agreement, dated May 1, 2011, 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.

 

35.                                 Second Amended and Restated Sublease Agreement, dated as of 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.

 

36.                                 Amended and Restated Sublease Agreement, dated as of 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 2

 

The Facilities

 

State:

 

Facility:

 

Subtenant:

 

 

 

 

 

ARIZONA:

 

LA MESA HEALTHCARE CENTER

 

Five Star Quality Care-AZ, LLC

 

 

2470 S. Arizona Avenue

 

 

 

 

Yuma, Arizona 85364

 

 

 

 

 

 

 

 

 

SUNQUEST VILLAGE OF YUMA

 

Five Star Quality Care-AZ, LLC

 

 

265 E. 24th Street

 

 

 

 

Yuma, Arizona 85364

 

 

 

 

 

 

 

CALIFORNIA:

 

SOMERFORD PLACE - ENCINITAS

 

Encinitas Heritage Partners, LLC

 

 

1350 S. El Camino Real

 

 

 

 

Encinitas, California 92024

 

 

 

 

 

 

 

 

 

SOMERFORD PLACE - FRESNO
6075 N. Marks Avenue
Fresno, California 93711

 

Fresno Heritage Partners, A California Limited Partnership

 

 

 

 

 

 

 

LANCASTER HEALTHCARE CENTER

 

Five Star Quality Care-CA, LLC

 

 

1642 West Avenue J

 

 

 

 

Lancaster, CA 93534

 

 

 

 

 

 

 

 

 

LEISURE POINTE

 

Five Star Quality Care-CA, LLC

 

 

1371 Parkside Drive

 

 

 

 

San Bernardino, CA 92404

 

 

 

 

 

 

 

 

 

VAN NUYS HEALTH CARE CENTER

 

Five Star Quality Care-CA, LLC

 

 

6835 Hazeltine Street

 

 

 

 

Van Nuys, CA 91405

 

 

 

 

 

 

 

 

 

SOMERFORD PLACE - REDLANDS

 

Redlands Heritage Partners, LLC

 

 

1319 Brookside Avenue

 

 

 

 

Redlands, California 92373

 

 

 

 

 

 

 

 

 

SOMERFORD PLACE - ROSEVILLE
110 Sterling Court
Roseville, California 95661

 

Roseville Heritage Partners, A California Limited Partnership

 



 

State:

 

Facility:

 

Subtenant:

 

 

 

 

 

COLORADO:

 

MANTEY HEIGHTS REHABILITATION & CARE CENTER

 

Five Star Quality Care-Colorado, LLC

 

 

2825 Patterson Road

 

 

 

 

Grand Junction, CO 81506

 

 

 

 

 

 

 

 

 

CHERRELYN HEALTHCARE CENTER

 

Five Star Quality Care-Colorado, LLC

 

 

5555 South Elati Street

 

 

 

 

Littleton, CO 80120

 

 

 

 

 

 

 

DELAWARE:

 

SOMERFORD HOUSE AND SOMERFORD PLACE – NEWARK I & II

 

Newark Heritage Partners I, LLC and Newark Heritage Partners II, LLC

 

 

4175 Ogletown Road and 501 S. Harmony Road

 

 

 

 

Newark, Delaware 19713

 

 

 

 

 

 

 

FLORIDA:

 

TUSCANY VILLA OF NAPLES (AKA BUENA VISTA)

 

Five Star Quality Care-FL, LLC

 

 

8901 Tamiami Trail East

 

 

 

 

Naples, Florida 34113

 

 

 

 

 

 

 

GEORGIA:

 

EASTSIDE GARDENS

 

Five Star Quality Care-GA, LLC

 

 

2078 Scenic Highway North

 

 

 

 

Snellville, Georgia 30078

 

 

 

 

 

 

 

 

 

MORNINGSIDE OF COLUMBUS

 

Morningside of Columbus, L.P.

 

 

7100 South Stadium Drive

 

 

 

 

Columbus, GA 31909

 

 

 

 

 

 

 

 

 

MORNINGSIDE OF DALTON

 

Morningside of Dalton, Limited Partnership

 

 

2470 Dug Gap Road

 

 

 

 

Dalton, GA 30720

 

 

 

 

 

 

 

 

 

MORNINGSIDE OF EVANS

 

Morningside of Evans, Limited Partnership

 

 

353 N. Belair Road

 

 

 

 

Evans, GA 30809

 

 

 

 

 

 

 

ILLINOIS

 

CRIMSON POINTE

 

Five Star Quality Care-IL, LLC

 

 

7130 Crimson Ridge Drive

 

 

 

 

Rockford, Illinois 61107

 

 

 

 

 

 

 

IOWA:

 

UNION PARK HEALTH SERVICES

 

Five Star Quality Care-IA, Inc.

 

 

2401 E. 8th Street

 

 

 

 

Des Moines, Iowa 50316

 

 

 



 

State:

 

Facility:

 

Subtenant:

 

 

 

 

 

 

 

PARK PLACE

 

Five Star Quality Care-IA, Inc.

 

 

114 East Green Street

 

 

 

 

Glenwood, IA 51534

 

 

 

 

 

 

 

 

 

PRAIRIE RIDGE CARE & REHABILITATION

 

Five Star Quality Care-IA, LLC

 

 

608 Prairie Street

 

 

 

 

Mediapolis, IA 52637

 

 

 

 

 

 

 

KENTUCKY:

 

ASHWOOD PLACE

 

Morningside of Kentucky, Limited Partnership

 

 

102 Leonardwood

 

 

 

 

Frankfort, KY 40601

 

 

 

 

 

 

 

MARYLAND:

 

SOMERFORD PLACE – ANNAPOLIS

 

Annapolis Heritage Partners, LLC

 

 

2717 Riva Road

 

 

 

 

Annapolis, Maryland 21401

 

 

 

 

 

 

 

 

 

SOMERFORD PLACE – COLUMBIA

 

Columbia Heritage Partners, LLC

 

 

8220 Snowden River Parkway

 

 

 

 

Columbia, Maryland 21405

 

 

 

 

 

 

 

 

 

SOMERFORD PLACE – FREDERICK

 

Frederick Heritage Partners, LLC

 

 

2100 Whittier Drive

 

 

 

 

Frederick, Maryland 21702

 

 

 

 

 

 

 

 

 

SOMERFORD PLACE – HAGERSTOWN

 

Hagerstown Heritage Partners, LLC

 

 

10114 and 10116 Sharpsburg Pike

 

 

 

 

Hagerstown, Maryland 21740

 

 

 

 

 

 

 

MINNESOTA:

 

WELLSTEAD OF ROGERS

 

Five Star Quality Care-MN, LLC

 

 

20500 and 20600 S. Diamond Lake Road

 

 

 

 

Rogers, MN 55374

 

 

 

 

 

 

 

MISSISSIPPI:

 

HERMITAGE GARDENS OF OXFORD

 

Five Star Quality Care-MS, LLC

 

 

1488 Belk Boulevard

 

 

 

 

Oxford, MS 38655

 

 

 

 

 

 

 

 

 

HERMITAGE GARDENS OF SOUTHAVEN

 

Five Star Quality Care-MS, LLC

 

 

108 Clarington Drive

 

 

 

 

Southaven, MS 38671

 

 

 



 

State:

 

Facility:

 

Subtenant:

 

 

 

 

 

MISSOURI:

 

ARBOR VIEW HEALTHCARE & REHABILITATION

 

Five Star Quality Care-MO, LLC

 

 

1317 N. 36th Street

 

 

 

 

St. Joseph, Missouri 64506

 

 

 

 

 

 

 

NEBRASKA:

 

ASHLAND CARE CENTER

 

Five Star Quality Care-NE, LLC

 

 

1700 Furnace Street

 

 

 

 

Ashland, NE 68003

 

 

 

 

 

 

 

 

 

BLUE HILL CARE CENTER

 

Five Star Quality Care-NE, LLC

 

 

414 North Wilson Street

 

 

 

 

Blue Hill, NE 68930

 

 

 

 

 

 

 

 

 

CENTRAL CITY CARE CENTER

 

Five Star Quality Care-NE, Inc.

 

 

2720 South 17th Avenue

 

 

 

 

Central City, NE 68462

 

 

 

 

 

 

 

 

 

GRETNA COMMUNITY CARE CENTER

 

Five Star Quality Care-NE, LLC

 

 

700 South Highway 6

 

 

 

 

Gretna, NE 68028

 

 

 

 

 

 

 

 

 

SUTHERLAND CARE CENTER

 

Five Star Quality Care-NE, LLC

 

 

333 Maple Street

 

 

 

 

Sutherland, NE 69165

 

 

 

 

 

 

 

 

 

WAVERLY CARE CENTER

 

Five Star Quality Care-NE, LLC

 

 

11041 North 137th Street

 

 

 

 

Waverly, NE 68462

 

 

 

 

 

 

 

NORTH CAROLINA:

 

HAVEN IN HIGHLAND CREEK

 

Five Star Quality Care-North Carolina, LLC

 

 

5920 McChesney Drive Charlotte, NC 28269

 

 

 

 

 

 

 

 

 

LAURELS IN HIGHLAND CREEK

 

Five Star Quality Care-North Carolina, LLC

 

 

6101 Clark Creek Parkway

 

 

 

 

Charlotte, NC 28269

 

 

 

 

 

 

 

 

 

HAVEN IN THE VILLAGE AT CAROLINA PLACE

 

Five Star Quality Care-North Carolina, LLC

 

 

13150 Dorman Road

 

 

 

 

Pineville, NC 28134

 

 

 



 

State:

 

Facility:

 

Subtenant:

 

 

 

 

 

 

 

LAURELS IN THE VILLAGE AT CAROLINA PLACE

 

Five Star Quality Care-North Carolina, LLC

 

 

13180 Dorman Road

 

 

 

 

Pineville, NC 28134

 

 

 

 

 

 

 

 

 

THE LANDING AT PARKWOOD VILLAGE

 

Five Star Quality Care-North Carolina, LLC

 

 

1720 Parkwood Boulevard

 

 

 

 

Wilson, NC 27893

 

 

 

 

 

 

 

PENNSYLVANIA:

 

RIDGEPOINTE ASSISTED LIVING

 

Five Star Quality Care-GHV, LLC

 

 

5301 Brownsville Road

 

 

 

 

Pittsburgh, PA 15236

 

 

 

 

 

 

 

 

 

MOUNT VERNON OF SOUTH PARK

 

Five Star Quality Care-GHV, LLC

 

 

1400 Riggs Road

 

 

 

 

South Park, PA 15129

 

 

 

 

 

 

 

SOUTH CAROLINA:

 

HAVEN IN THE SUMMIT

 

Morningside of Anderson, L.P.

 

 

3 Summit Terrace

 

 

 

 

Columbia, SC 29229

 

 

 

 

 

 

 

 

 

HAVEN IN THE VILLAGE AT CHANTICLEER

 

Morningside of Anderson, L.P.

 

 

355 Berkmans Lane Greenville, SC 29605

 

 

 

 

 

 

 

TENNESSEE:

 

MORNINGSIDE OF GALLATIN

 

Morningside of Gallatin, LLC

 

 

1085 Hartsville Pike

 

 

 

 

Gallatin, TN 37066

 

 

 

 

 

 

 

 

 

WALKING HORSE MEADOWS

 

Morningside of Belmont, LLC

 

 

207 Uffelman Drive

 

 

 

 

Clarksville, TN 37043

 

 

 

 

 

 

 

 

 

MORNINGSIDE OF BELMONT

 

Morningside of Belmont, LLC

 

 

1710 Magnolia Boulevard

 

 

 

 

Nashville, TN 37212

 

 

 

 

 

 

 

TEXAS:

 

HAVEN IN STONE OAK

 

Five Star Quality Care-TX, LLC

 

 

511 Knights Cross Drive

 

 

 

 

San Antonio, TX 78258

 

 

 



 

State:

 

Facility:

 

Subtenant:

 

 

 

 

 

 

 

LAURELS IN STONE OAK

 

Five Star Quality Care-TX, LLC

 

 

575 Knights Cross Drive

 

 

 

 

San Antonio, TX 78258

 

 

 

 

 

 

 

 

 

HAVEN IN THE TEXAS HILL COUNTRY

 

Five Star Quality Care-TX, LLC

 

 

747 Alpine Drive

 

 

 

 

Kerrville, TX 78028

 

 

 

 

 

 

 

VIRGINIA:

 

DOMINION VILLAGE AT CHESAPEAKE

 

Five Star Quality Care-VA, LLC

 

 

2865 Forehand Drive

 

 

 

 

Chesapeake, VA 23323

 

 

 

 

 

 

 

 

 

DOMINION VILLAGE AT WILLIAMSBURG

 

Five Star Quality Care-VA, LLC

 

 

4132 Longhill Road

 

 

 

 

Williamsburg, VA 23188

 

 

 

 

 

 

 

 

 

HEARTFIELDS AT RICHMOND

 

Five Star Quality Care-VA, LLC

 

 

500 North Allen Avenue

 

 

 

 

Richmond, VA 23220

 

 

 

 

 

 

 

 

 

TALBOT PARK

 

Five Star Quality Care-VA, LLC

 

 

6311 Granby Street

 

 

 

 

Norfolk, VA 23505

 

 

 

 

 

 

 

WISCONSIN:

 

BROOKFIELD REHAB & SPECIALTY (AKA) WOODLAND HEALTHCARE CENTER

 

Five Star Quality Care-WI, LLC

 

 

18741 West Bluemound Road

 

 

 

 

Brookfield, WI 53045

 

 

 

 

 

 

 

 

 

MEADOWMERE-SOUTHPORT ASSISTED LIVING

 

Five Star Quality Care-WI, LLC

 

 

8350 and 8351 Sheridan Road

 

 

 

 

Kenosha, WI 53143

 

 

 

 

 

 

 

 

 

MEADOWMERE-MADISON ASSISTED LIVING

 

Five Star Quality Care-WI, LLC

 

 

5601 Burke Road

 

 

 

 

Madison, WI 53718

 

 

 



 

State:

 

Facility:

 

Subtenant:

 

 

 

 

 

 

 

SUNNY HILL HEALTH CARE CENTER

 

Five Star Quality Care-WI, LLC

 

 

4325 Nakoma Road

 

 

 

 

Madison, Wisconsin 53711

 

 

 

 

 

 

 

 

 

MITCHELL MANOR SENIOR LIVING

 

Five Star Quality Care-WI, LLC

 

 

5301 West Lincoln Avenue

 

 

 

 

West Allis, WI 53219

 

 

 

 

 

 

 

WYOMING:

 

LARAMIE CARE CENTER

 

Five Star Quality Care-WY, LLC

 

 

503 South 18th Street

 

 

 

 

Laramie, WY 82070

 

 

 



 

SCHEDULE 3

 

SCHEDULE 2

 

THE FACILITIES

 

ARIZONA:

 

LA MESA HEALTHCARE CENTER

2470 S. Arizona Avenue

Yuma, Arizona  85364

 

SUNQUEST VILLAGE OF YUMA

265 E. 24th Street

Yuma, Arizona  85364

 

CALIFORNIA:

 

SOMERFORD PLACE - ENCINITAS

1350 S. El Camino Real

Encinitas, California  92024

 

SOMERFORD PLACE - FRESNO

6075 N. Marks Avenue

Fresno, California  93711

 

LANCASTER HEALTHCARE CENTER

1642 West Avenue J

Lancaster, California  93534

 

SOMERFORD PLACE - REDLANDS

1319 Brookside Avenue

Redlands, California  92373

 

SOMERFORD PLACE - ROSEVILLE

110 Sterling Court

Roseville, California  95661

 

LEISURE POINTE

1371 Parkside Drive

San Bernardino, California  92404

 

VAN NUYS HEALTH CARE CENTER

6835 Hazeltine Street

Van Nuys, California  91405

 



 

COLORADO:

 

MANTEY HEIGHTS REHABILITATION & CARE CENTER

2825 Patterson Road

Grand Junction, Colorado  81506

 

CHERRELYN HEALTHCARE CENTER

5555 South Elati Street

Littleton, Colorado  80120

 

DELAWARE:

 

SOMERFORD HOUSE AND SOMERFORD PLACE – NEWARK I & II

4175 Ogletown Road and 501 S. Harmony Road

Newark, Delaware  19713

 

FLORIDA:

 

TUSCANY VILLA OF NAPLES (AKA BUENA VISTA)

8901 Tamiami Trail East

Naples, Florida  34113

 

GEORGIA:

 

EASTSIDE GARDENS

2078 Scenic Highway North

Snellville, Georgia  30078

 

MORNINGSIDE OF COLUMBUS

7100 South Stadium Drive

Columbus, Georgia  31909

 

MORNINGSIDE OF DALTON

2470 Dug Gap Road

Dalton, Georgia  30720

 

MORNINGSIDE OF EVANS

353 N. Belair Road

Evans, Georgia  30809

 

ILLINOIS:

 

CRIMSON POINTE

7130 Crimson Ridge Drive

Rockford, Illinois  61107

 



 

IOWA:

 

UNION PARK HEALTH SERVICES

2401 E. 8th Street

Des Moines, Iowa  50316

 

PARK PLACE

114 East Green Street

Glenwood, Iowa  51534

 

PRAIRIE RIDGE CARE & REHABILITATION

608 Prairie Street

Mediapolis, Iowa  52637

 

KENTUCKY:

 

ASHWOOD PLACE

102 Leonardwood

Frankfort, Kentucky  40601

 

MARYLAND:

 

SOMERFORD PLACE – ANNAPOLIS

2717 Riva Road

Annapolis, Maryland 21401

 

SOMERFORD PLACE – COLUMBIA

8220 Snowden River Parkway

Columbia, Maryland  21405

 

SOMERFORD PLACE – FREDERICK

2100 Whittier Drive

Frederick, Maryland  21702

 

SOMERFORD PLACE – HAGERSTOWN

10114 and  10116 Sharpsburg Pike

Hagerstown, Maryland  21740

 

MINNESOTA:

 

WELLSTEAD OF ROGERS

20500 and 20600 S. Diamond Lake Road

Rogers, Minnesota 55374

 



 

MISSISSIPPI:

 

HERMITAGE GARDENS OF OXFORD

1488 Belk Boulevard

Oxford, Mississippi  38655

 

HERMITAGE GARDENS OF SOUTHAVEN

108 Clarington Drive

Southaven, Mississippi  38671

 

MISSOURI:

 

ARBOR VIEW HEALTHCARE & REHABILITATION

1317 N. 36th Street

St. Joseph, Missouri  64506

 

NEBRASKA:

 

ASHLAND CARE CENTER

1700 Furnace Street

Ashland, Nebraska  68003

 

BLUE HILL CARE CENTER

414 North Wilson Street

Blue Hill, Nebraska  68930

 

CENTRAL CITY CARE CENTER

2720 South 17th Avenue

Central City, Nebraska  68826

 

GRETNA COMMUNITY LIVING CENTER

700 South Highway 6

Gretna, Nebraska  68028

 

SUTHERLAND CARE CENTER

333 Maple Street

Sutherland, Nebraska  69165

 

WAVERLY CARE CENTER

11041 North 137th Street

Waverly, Nebraska  68462

 

NORTH CAROLINA:

 

HAVEN IN HIGHLAND CREEK

5920 McChesney Drive

Charlotte, North Carolina  28269

 



 

LAURELS IN HIGHLAND CREEK

6101 Clark Creek Parkway

Charlotte, North Carolina  28269

 

HAVEN IN THE VILLAGE AT CAROLINA PLACE

13150 Dorman Road

Pineville, North Carolina  28134

 

LAURELS IN THE VILLAGE AT CAROLINA PLACE

13180 Dorman Road

Pineville, North Carolina  28134

 

THE LANDING AT PARKWOOD VILLAGE

1720 Parkwood Boulevard

Wilson, North Carolina  27893

 

PENNSYLVANIA:

 

RIDGEPOINTE ASSISTED LIVING

5301 Brownsville Road

Pittsburgh, Pennsylvania  15236

 

MOUNT VERNON OF SOUTH PARK

1400 Riggs Road

South Park, Pennsylvania  15129

 

SOUTH CAROLINA:

 

HAVEN IN THE SUMMIT

3 Summit Terrace

Columbia, South Carolina  29229

 

HAVEN IN THE VILLAGE AT CHANTICLEER

355 Berkmans Lane

Greenville, South Carolina  29605

 

TENNESSEE:

 

MORNINGSIDE OF GALLATIN

1085 Hartsville Pike

Gallatin, Tennessee  37066

 

WALKING HORSE MEADOWS

207 Uffelman Drive

Clarksville, Tennessee  37043

 



 

MORNINGSIDE OF BELMONT

1710 Magnolia Boulevard

Nashville, Tennessee  37212

 

TEXAS:

 

HAVEN IN STONE OAK

511 Knights Cross Drive

San Antonio, Texas  78258

 

LAURELS IN STONE OAK

575 Knights Cross Drive

San Antonio, Texas  78258

 

HAVEN IN THE TEXAS HILL COUNTRY

747 Alpine Drive

Kerrville, Texas  78028

 

VIRGINIA:

 

DOMINION VILLAGE OF CHESAPEAKE

2865 Forehand Drive

Chesapeake, Virginia  23323

 

DOMINION VILLAGE OF WILLIAMSBURG

4132 Longhill Road

Williamsburg, Virginia  23188

 

HEARTFIELDS AT RICHMOND

500 North Allen Avenue

Richmond, Virginia  23220

 

TALBOT PARK

6311 Granby Street

Norfolk, Virginia  23505

 

WISCONSIN:

 

BROOKFIELD REHAB & SPECIALTY (AKA) WOODLAND HEALTHCARE CENTER

18741 West Bluemound Road

Brookfield, Wisconsin  53045

 

MEADOWMERE-SOUTHPORT ASSISTED LIVING

8350 and 8351 Sheridan Road

Kenosha, Wisconsin  53143

 



 

MEADOWMERE-MADISON ASSISTED LIVING

5601 Burke Road

Madison, Wisconsin  53718

 

SUNNY HILL HEALTH CARE CENTER

4325 Nakoma Road

Madison, Wisconsin  53711

 

MITCHELL MANOR SENIOR LIVING

5301 West Lincoln Avenue

West Allis, Wisconsin  53219

 

WYOMING:

 

LARAMIE CARE CENTER

503 South 18th Street

Laramie, Wyoming  82070