EX-99.5 17 a12-20008_1ex99d5.htm EX-99.5

Exhibit 99.5

 

JOINDER TO, AMENDMENT AND CONFIRMATION OF GUARANTEES
AND SECURITY AGREEMENTS

(Amended Lease No. 4)

 

THIS JOINDER TO, AMENDMENT AND CONFIRMATION OF GUARANTEES AND SECURITY AGREEMENTS (this “Confirmation”) is made and entered into as of August 31, 2012, by and among FIVE STAR QUALITY CARE, INC., a Maryland corporation (“Guarantor”), each of the parties identified on the signature page hereof as a Tenant (jointly and severally, “Tenant”), each of the parties identified on the signature page hereof as a Subtenant (collectively, “Subtenants”) and each of the parties identified on the signature page hereof as a Landlord (collectively, “Landlord”).

 

W I T N E S S E T H :

 

WHEREAS, pursuant to the terms of that certain Amended and Restated Master Lease Agreement (Lease No. 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 certain of the 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. 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 certain of the 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 Fourth Amendment to Amended and Restated Master Lease Agreement (Lease No. 4), dated as of the date hereof (the “Fourth Amendment”), Amended Lease No. 4 is being amended to add thereto those certain senior living facilities commonly known as: (i) Remington Club I & II, located at 16925 and 16916 Hierba Drive, San Diego, CA 92128; (ii) Savannah Square, located at One Savannah Square Drive, Savannah, GA 31406; and (iii) Morningside of Bellgrade, located at 2800 Polo Parkway, Midlothian, VA 23113, all as more particularly described in the Fourth Amendment; and

 



 

WHEREAS, in connection with the foregoing, and as a condition precedent to the execution of the Fourth Amendment by Landlord, Landlord has required that certain of the Subtenants join in the Subtenant Guaranty 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 Fourth Amendment;

 

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

 

1.              Joinder to Subtenant Guaranty.  Five Star Remington Club LLC, Five Star Savannah Square LLC and Five Star Morningside Bellgrade LLC, each a Delaware limited liability company (each, a “New Subtenant” and collectively the “New Subtenants”) hereby join in the Subtenant Guaranty as if each New Subtenant had originally executed and delivered the Subtenant Guaranty as a Subtenant Guarantor thereunder.  From and after the date hereof, all references in the Subtenant Guaranty to the Subtenant Guarantors shall include the New Subtenants, and each New Subtenant shall be considered a Subtenant Guarantor for all purposes under the Subtenant Guaranty.

 

 

2.              Joinder to Subtenant Security Agreement.  The New Subtenants hereby join in the Subtenant Security Agreement as if each New 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 New Subtenants and each New 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; (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 New Subtenants) 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 Fourth Amendment, and the Guarantees, as amended and confirmed hereby, and the Security Agreements, as amended and confirmed hereby, are hereby ratified and confirmed in all respects.

 

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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 Fourth 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]

 

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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/ Bruce J. Mackey Jr.

 

 

 

Bruce J. Mackey Jr.

 

 

 

President

 

 

 

 

 

TENANT:

 

 

 

 

 

FIVE STAR QUALITY CARE — NS TENANT, LLC,

 

 

FIVE STAR QUALITY CARE TRUST, and

 

 

FS TENANT HOLDING COMPANY TRUST

 

 

 

 

 

By:

/s/ Bruce J. Mackey Jr.

 

 

 

Bruce J. Mackey Jr.

 

 

 

President of each of the foregoing entities

 

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SUBTENANTS:

 

 

 

FIVE STAR MORNINGSIDE BELLGRADE LLC,

 

FIVE STAR QUALITY CARE-COLORADO, LLC,

 

FIVE STAR QUALITY CARE-FL, LLC,

 

FIVE STAR QUALITY CARE-GA, LLC,

 

FIVE STAR QUALITY CARE-GHV, LLC,

 

FIVE STAR QUALITY CARE-IA, LLC,

 

FIVE STAR QUALITY CARE-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,

 

FIVE STAR REMINGTON CLUB LLC,

 

FIVE STAR SAVANNAH SQUARE LLC,

 

FS TENANT POOL I TRUST, and

 

STOCKTON HERITAGE PARTNERS, LLC

 

 

 

By:

/s/ Bruce J. Mackey Jr.

 

 

Bruce J. Mackey Jr.

 

 

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/ Bruce J. Mackey Jr.

 

 

 

Bruce J. Mackey Jr.

 

 

 

President

 

 

 

 

 

MORNINGSIDE OF SKIPWITH-RICHMOND, LLC

 

 

 

 

By:

LifeTrust America, Inc.,

 

 

Its Member

 

 

 

 

 

 

By:

/s/ Bruce J. Mackey Jr.

 

 

 

Bruce J. Mackey Jr.

 

 

 

President

 

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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

 

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EXHIBIT A

 

DISPUTES PROVISION — GUARANTEES

 

15.                               Disputes.

 

(a)                 Any disputes, claims or controversies between or among the parties (i) arising out of or relating to this Guaranty, or (ii) brought by or on behalf of any shareholder of any 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 trustee, director, 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 agreement, the declaration of trust, limited liability company agreement, partnership agreement or analogous governing instruments, as applicable, of any party, or the bylaws of any party (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, directors, 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.

 

(b)                 There shall be three arbitrators.  If there are only two parties to the Dispute (with, for purposes of this Section 15, any and all parties involved in the Dispute and owned by the same ultimate parent entity treated as one party), each party shall select one arbitrator within 15 days after receipt by respondent of a copy of the demand for arbitration.  Such arbitrators may be affiliated or interested persons of such parties.  If either party fails to timely select an arbitrator, the other party to the Dispute shall select the second arbitrator who shall be neutral and impartial and shall not be affiliated with or an interested person of either party. 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. Such arbitrators may be affiliated or interested persons of the claimants or the respondents, as the case may be.  If either all claimants or all respondents fail to timely select an arbitrator then such arbitrator (who shall be neutral, impartial and unaffiliated with any party) shall be appointed by the AAA.  The two arbitrators so appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within 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 Section 15 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 any party’s award to the claimant or the claimant’s attorneys.  Except to the extent otherwise agreed by the parties, 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, 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 or among the parties (i) arising out of or relating to this Agreement, or (ii) brought by or on behalf of any shareholder of any 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 trustee, director, 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 agreement, the declaration of trust, limited liability company agreement, partnership agreement or analogous governing instruments, as applicable, of any party, or the bylaws of any party (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, directors, 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.

 

(b)                 There shall be three arbitrators.  If there are only two parties to the Dispute (with, for purposes of this Section 11, any and all parties involved in the Dispute and owned by the same ultimate parent entity treated as one party), each party shall select one arbitrator within 15 days after receipt by respondent of a copy of the demand for arbitration.  Such arbitrators may be affiliated or interested persons of such parties.  If either party fails to timely select an arbitrator, the other party to the Dispute shall select the second arbitrator who shall be neutral and impartial and shall not be affiliated with or an interested person of either party. 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. Such arbitrators may be affiliated or interested persons of the claimants or the respondents, as the case may be.  If either all claimants or all respondents fail to timely select an arbitrator then such arbitrator (who shall be neutral, impartial and unaffiliated with any party) shall be appointed by the AAA.  The two arbitrators so appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within 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 Section 11 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 any party’s award to the claimant or the claimant’s attorneys.  Except to the extent otherwise agreed by the parties, 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, 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.

 

18.                               Sublease Agreement, dated as of August 4, 2009, by and between FVE FM Financing, Inc., a Maryland corporation, as sublandlord, and Five Star Quality Care-Savannah, LLC, a Delaware limited liability company, as subtenant, as assigned by that certain Bill of Sale, Assignment and Assumption Agreement, dated as of January 1, 2010, by and between Five Star Quality Care-Savannah, LLC, as assignor, and Five Star Savannah Square LLC, a Delaware limited liability company, as assignee, as further assigned by that certain Bill of Sale, Assignment and Assumption Agreement, dated as of August 31,

 



 

2012, by and between FVE FM Financing, Inc., as assignor, and Five Star Quality Care Trust, a Maryland business trust, as assignee.

 

19.                               Sublease Agreement, dated as of August 4, 2009, by and between FVE FM Financing, Inc., a Maryland corporation, as sublandlord, and FS Tenant Pool II Trust, a Maryland business trust, as subtenant, as assigned by that certain Bill of Sale, Assignment and Assumption Agreement, dated as of March 1, 2010, by and between FS Tenant Pool II Trust, as assignor, and Five Star Remington Club LLC, a Delaware limited liability company, as assignee, as further assigned by that certain Bill of Sale, Assignment and Assumption Agreement, dated as of August 31, 2012, by and between FVE FM Financing, Inc., as assignor, and Five Star Quality Care Trust, a Maryland business trust, as assignee.

 

20.                               Sublease Agreement, dated as of August 4, 2009, by and between FVE FM Financing, Inc., a Maryland corporation, as sublandlord, and Morningside of Bellgrade, Richmond, LLC, a Delaware limited liability company, as subtenant, as assigned by that certain Bill of Sale, Assignment and Assumption Agreement, dated as of January 1, 2010, by and between Morningside of Bellgrade, Richmond, LLC, as assignor, and Five Star Morningside Bellgrade LLC, a Delaware limited liability company, as assignee, as further assigned by that certain Bill of Sale, Assignment and Assumption Agreement, dated as of August 31, 2012, by and between FVE FM Financing, Inc., as assignor, and Five Star Quality Care Trust, a Maryland business trust, as assignee.

 



 

SCHEDULE 2

 

SCHEDULE 1

 

Subtenant Name, Organizational Structure &
Corporate Identification Number:

 

Chief Executive Office &
Principal Place of Business:

 

Other Names

Five Star Morningside Bellgrade LLC,

a Delaware limited liability company

No: DE 4707927

 

400 Centre Street

Newton, MA 02458

 

None.

Five Star Quality Care-Colorado, LLC,

a Delaware limited liability company

No: DE 3141518

 

400 Centre Street

Newton, MA 02458

 

SHOPCO-Colorado, LLC

Five Star Quality Care-FL, LLC,

a Delaware limited liability company

No: DE 3487186

 

400 Centre Street

Newton, MA 02458

 

None.

Five Star Quality Care-GA, LLC,

a Delaware limited liability company

No: DE 3141197

 

400 Centre Street

Newton, MA 02458

 

SHOPCO-GA, LLC

Five Star Quality Care-GHV, LLC,

a Maryland limited liability company

No: MD W10441350

 

400 Centre Street

Newton, MA 02458

 

 

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 W132789039

 

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

Five Star Remington Club LLC,

a Delaware limited liability company

No: DE 4707942

 

400 Centre Street

Newton, MA 02458

 

None.

Five Star Savannah Square LLC,

a Delaware limited liability company

No: DE 4707947

 

400 Centre Street

Newton, MA 02458

 

None.

FS Tenant Pool I Trust,

a Maryland business trust

No: MD B06519011

 

400 Centre Street

Newton, MA 02458

 

None.

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

No: DE 2926343

 

400 Centre Street

Newton, MA 02458

 

None.

 



 

Subtenant Name, Organizational Structure &
Corporate Identification Number:

 

Chief Executive Office &
Principal Place of Business:

 

Other Names

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.

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:

 

REMINGTON CLUB I & II
16925 and 16916 Hierba Drive
San Diego, California 92128

 

Five Star Remington Club LLC

 

 

 

 

 

 

 

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:

 

SAVANNAH SQUARE
One Savannah Square Drive
Savannah, Georgia 31406

 

Five Star Savannah Square LLC

 

 

 

 

 

 

 

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

 



 

State

 

Facility

 

Subtenant

 

 

 

 

 

 

 

OVERLAND PARK PLACE
6555 West 75
th 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

 

 

 

 

 

 

 

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 80
th 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

 



 

State

 

Facility

 

Subtenant

 

 

 

 

 

 

 

NEWSEASONS AT GLEN MILLS (CONCORDVILLE)

242 Baltimore Pike

Glen Mills, Pennsylvania 19342

 

Five Star Quality Care-GHV, LLC

 

 

 

 

 

 

 

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:

 

MORNINGSIDE OF BELGRADE

2800 Polo Parkway

Midlothian, VA 23113

 

Five Star Morningside Bellgrade LLC

 

 

 

 

 

 

 

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:

 

REMINGTON CLUB I & II

16925 and 16916 Hierba Drive

San Diego, California  92128

 

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:

 

SAVANNAH SQUARE

One Savannah Square Drive

Savannah, Georgia  31406

 

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:

 

MORNINGSIDE OF BELLGRADE

2800 Polo Parkway

Midlothian, VA 23113

 



 

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