Attached files

file filename
10-K - 10-K - FIVE STAR SENIOR LIVING INC.a2196365z10-k.htm
EX-21.1 - EXHIBIT 21.1 - FIVE STAR SENIOR LIVING INC.a2196365zex-21_1.htm
EX-31.1 - EXHIBIT 31.1 - FIVE STAR SENIOR LIVING INC.a2196365zex-31_1.htm
EX-99.9 - EXHIBIT 99.9 - FIVE STAR SENIOR LIVING INC.a2196365zex-99_9.htm
EX-10.3 - EXHIBIT 10.3 - FIVE STAR SENIOR LIVING INC.a2196365zex-10_3.htm
EX-31.2 - EXHIBIT 31.2 - FIVE STAR SENIOR LIVING INC.a2196365zex-31_2.htm
EX-23.1 - EXHIBIT 23.1 - FIVE STAR SENIOR LIVING INC.a2196365zex-23_1.htm
EX-12.1 - EXHIBIT 12.1 - FIVE STAR SENIOR LIVING INC.a2196365zex-12_1.htm
EX-32.1 - EXHIBIT 32.1 - FIVE STAR SENIOR LIVING INC.a2196365zex-32_1.htm
EX-99.10 - EXHIBIT 99.10 - FIVE STAR SENIOR LIVING INC.a2196365zex-99_10.htm
EX-10.18 - EXHIBIT 10.18 - FIVE STAR SENIOR LIVING INC.a2196365zex-10_18.htm
EX-99.11 - EXHIBIT 99.11 - FIVE STAR SENIOR LIVING INC.a2196365zex-99_11.htm
EX-10.38 - EXHIBIT 10.38 - FIVE STAR SENIOR LIVING INC.a2196365zex-10_38.htm
EX-10.39 - EXHIBIT 10.39 - FIVE STAR SENIOR LIVING INC.a2196365zex-10_39.htm
EX-99.15 - EXHBIT 99.15 - FIVE STAR SENIOR LIVING INC.a2196365zex-99_15.htm
EX-10.19 - EXHIBIT 10.19 - FIVE STAR SENIOR LIVING INC.a2196365zex-10_19.htm
EX-10.37 - EXHIBIT 10.37 - FIVE STAR SENIOR LIVING INC.a2196365zex-10_37.htm
EX-10.34 - EXHIBIT 10.34 - FIVE STAR SENIOR LIVING INC.a2196365zex-10_34.htm
EX-10.22 - EXHIBIT 10.22 - FIVE STAR SENIOR LIVING INC.a2196365zex-10_22.htm
EX-10.12 - EXHIBIT 10.12 - FIVE STAR SENIOR LIVING INC.a2196365zex-10_12.htm
EX-10.25 - EXHIBIT 10.25 - FIVE STAR SENIOR LIVING INC.a2196365zex-10_25.htm

Exhibit 99.19

 

CONFIRMATION OF GUARANTEES AND
CONFIRMATION OF AND AMENDMENT TO SECURITY AGREEMENTS

 

THIS CONFIRMATION OF GUARANTEES AND CONFIRMATION OF AND AMENDMENT TO SECURITY AGREEMENTS (this “Confirmation”) is made and entered into as of October 1, 2009 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 (jointly and severally, “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 may  be 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 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 may be amended, restated or otherwise modified from time to time, the “Parent Guarantee”) and 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 may be amended, restated or otherwise modified from time to time, the “Subtenant Guarantee”; and, together with the Parent Guarantee, collectively, the “Guarantees”); and

 

WHEREAS, the payment and performance of all of the obligations of Tenant with respect to Amended Lease No. 1 are further 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 Landlords (as the same may be amended, restated or otherwise modified or confirmed from time to time, the “Subtenant Security Agreement”); and (ii) that certain Amended and Restated Security Agreement (Lease No. 1), dated as of August 4, 2009, by and among Tenant and Landlord (as the same may be amended, restated or otherwise modified or confirmed from time to time, the “Tenant Security Agreement”; and together with the Subtenant Security Agreement, collectively, the “Security Agreements”); and

 



 

WHEREAS, pursuant to that certain Partial Termination of and First Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of the date hereof (the “First Amendment”), Amended Lease No. 1 is being partially terminated and amended to reflect the sale of a certain property having an address at 34 Northcrest Drive, Council Bluffs, Iowa, all as more particularly described in the First Amendment; and

 

WHEREAS, in connection with the foregoing, and as a condition precedent to the execution of the First 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 First Amendment; and

 

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 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.

 

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

 

3.             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 the Amended Lease No. 1 shall refer to the Amended Lease No. 1 as amended by the First Amendment, and the Guarantees and the Security Agreements, as amended and confirmed hereby, are hereby ratified and confirmed in all respects.

 

4.             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 First Amendment, and in no event shall any ratification or confirmation of such Guarantees or such Security Agreements, or the obligations, covenants, agreements and the duties of the parties under the Guarantees or the Security Agreements, including, without limitation, this Confirmation, be required in connection with any such amendment, change or modification.

 

2



 

[Signatures on following pages.]

 

3



 

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

 

 

GUARANTOR:

 

 

 

FIVE STAR QUALITY CARE, INC.

 

 

 

 

 

 

 

By:

/s/ Francis R. Murphy III

 

 

Francis R. Murphy III

 

 

Treasurer

 

 

 

 

 

TENANT:

 

 

 

 

FIVE STAR QUALITY CARE TRUST

 

 

 

 

 

 

 

By:

/s/ Francis R. Murphy III

 

 

Francis R. Murphy III

 

 

Treasurer

 



 

 

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-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-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/ Francis R. Murphy III

 

 

Francis R. Murphy III

 

 

Treasurer of each of the foregoing entities

 



 

 

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/ Francis R. Murphy III

 

 

 

Francis R. Murphy III

 

 

 

Treasurer

 

 

 

 

 

 

 

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/ Francis R. Murphy III

 

 

 

Francis R. Murphy III

 

 

 

Treasurer

 



 

 

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

 


 

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-NE, 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.

 

6.             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.

 



 

7.             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.

 

8.             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.

 

9.             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.

 

10.           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.

 

11.           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.

 

12.           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.

 

13.           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.

 

14.           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.

 

15.           Second Amended and Restated Sublease Agreement, dated November 1, 2006, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-GA, LLC, a Delaware limited liability

 



 

company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated 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.           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.

 

17.           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.

 

18.           Second Amended and Restated Sublease Agreement, dated February 17, 2008, 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, 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 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.

 

20.           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.

 

21.           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.

 

22.           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.

 

23.           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.

 

24.           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.

 

25.           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.

 

26.           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.

 

27.           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.

 

28.           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.

 

29.           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.

 

30.           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.

 

31.           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.

 

32.           Amended and Restarted 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.

 


 

SCHEDULE 2

 

SCHEDULE 2

 

The Facilities

 

State:

 

Facility:

 

Subtenant:

 

 

 

 

 

ARIZONA:

 

LA MESA HEALTHCARE CENTER
2470 S. Arizona Avenue
Yuma, Arizona 85364

 

Five Star Quality Care-AZ, LLC

 

 

 

 

 

 

 

SUNQUEST VILLAGE OF YUMA
265 E. 24
th Street
Yuma, Arizona 85364

 

Five Star Quality Care-AZ, LLC

 

 

 

 

 

CALIFORNIA:

 

SOMERFORD PLACE - ENCINITAS
1350 S. El Camino Real
Encinitas, California 92024

 

Encinitas Heritage Partners, LLC

 

 

 

 

 

 

 

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

 

Fresno Heritage Partners, A California Limited Partnership

 

 

 

 

 

 

 

LANCASTER HEALTHCARE CENTER
1642 West Avenue J
Lancaster, CA 93534

 

Five Star Quality Care-CA, LLC

 

 

 

 

 

 

 

LEISURE POINTE

1371 Parkside Drive
San Bernardino, CA 92404

 

Five Star Quality Care-CA, LLC

 

 

 

 

 

 

 

VAN NUYS HEALTH CARE CENTER
6835 Hazeltine Street
Van Nuys, CA 91405

 

Five Star Quality Care-CA, LLC

 

 

 

 

 

 

 

SOMERFORD PLACE - REDLANDS
1319 Brookside Avenue
Redlands, California 92373

 

Redlands Heritage Partners, LLC

 

 

 

 

 

 

 

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

2825 Patterson Road

Grand Junction, CO 81506

 

Five Star Quality Care-Colorado, LLC

 

 

 

 

 

 

 

CHERRELYN HEALTHCARE CENTER

5555 South Elati Street

Littleton, CO 80120

 

Five Star Quality Care-Colorado, LLC

 

 

 

 

 

DELAWARE:

 

SOMERFORD HOUSE AND SOMERFORD PLACE - NEWARK I & II

4175 Ogletown Road and 501 S. Harmony Road

Newark, Delaware 19713

 

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

 

 

 

 

 

FLORIDA:

 

TUSCANY VILLA OF NAPLES (AKA BUENA VISTA)

8901 Tamiami Trail East

Naples, Florida 34113

 

Five Star Quality Care-FL, LLC

 

 

 

 

 

GEORGIA:

 

COLLEGE PARK HEALTHCARE CENTER

1765 Temple Avenue

College Park, GA 30337

 

Five Star Quality Care-GA, LLC

 

 

 

 

 

 

 

MORNINGSIDE OF COLUMBUS

7100 South Stadium Drive

Columbus, GA 31909

 

Morningside of Columbus, L.P.

 

 

 

 

 

 

 

MORNINGSIDE OF DALTON

2470 Dug Gap Road

Dalton, GA 30720

 

Morningside of Dalton, Limited Partnership

 

 

 

 

 

 

 

MORNINGSIDE OF EVANS

353 N. Belair Road

Evans, GA 30809

 

Morningside of Evans, Limited Partnership

 

 

 

 

 

IOWA:

 

UNION PARK HEALTH SERVICES

2401 E. 8th Street

Des Moines, Iowa 50316

 

Five Star Quality Care-IA, Inc.

 

 

 

 

 

 

 

PARK PLACE

114 East Green Street

Glenwood, IA 51534

 

Five Star Quality Care-IA, Inc.

 



 

State:

 

Facility:

 

Subtenant:

 

 

 

 

 

 

 

PRAIRIE RIDGE CARE & REHABILITATION

608 Prairie Street

Mediapolis, IA 52637

 

Five Star Quality Care-IA, LLC

 

 

 

 

 

KENTUCKY:

 

ASHWOOD PLACE

102 Leonardwood

Frankfort, KY 40601

 

Morningside of Kentucky, Limited Partnership

 

 

 

 

 

MARYLAND:

 

SOMERFORD PLACE - ANNAPOLIS

2717 Riva Road

Annapolis, Maryland 21401

 

Annapolis Heritage Partners, LLC

 

 

 

 

 

 

 

SOMERFORD PLACE - COLUMBIA

8220 Snowden River Parkway

Columbia, Maryland 21405

 

Columbia Heritage Partners, LLC

 

 

 

 

 

 

 

SOMERFORD PLACE - FREDERICK

2100 Whittier Drive

Frederick, Maryland 21702

 

Frederick Heritage Partners, LLC

 

 

 

 

 

 

 

SOMERFORD PLACE - HAGERSTOWN

10114 and 10116 Sharpsburg Pike

Hagerstown, Maryland 21740

 

Hagerstown Heritage Partners, LLC

 

 

 

 

 

MINNESOTA:

 

WELLSTEAD OF ROGERS

20500 and 20600 S. Diamond Lake Road

Rogers, MN 55374

 

Five Star Quality Care-MN, LLC

 

 

 

 

 

MISSISSIPPI:

 

HERMITAGE GARDENS OF OXFORD

1488 Belk Boulevard

Oxford, MS 38655

 

Five Star Quality Care-MS, LLC

 

 

 

 

 

 

 

HERMITAGE GARDENS OF SOUTHAVEN

108 Clarington Drive

Southaven, MS 38671

 

Five Star Quality Care-MS, LLC

 

 

 

 

 

MISSOURI:

 

ARBOR VIEW HEALTHCARE & REHABILITATION

1317 N. 36th Street

St. Joseph, Missouri 64506

 

Five Star Quality Care-MO, LLC

 



 

State:

 

Facility:

 

Subtenant:

 

 

 

 

 

NEBRASKA:

 

ASHLAND CARE CENTER

1700 Furnace Street

Ashland, NE 68003

 

Five Star Quality Care-NE, LLC

 

 

 

 

 

 

 

BLUE HILL CARE CENTER

414 North Wilson Street

Blue Hill, NE 68930

 

Five Star Quality Care-NE, LLC

 

 

 

 

 

 

 

CENTRAL CITY CARE CENTER

2720 South 17th Avenue

Central City, NE 68462

 

Five Star Quality Care-NE, Inc.

 

 

 

 

 

 

 

ROSEBROOK CARE CENTER

106 5th Street

Edgar, Nebraska 68935

 

Five Star Quality Care-NE, Inc.

 

 

 

 

 

 

 

GRETNA COMMUNITY CARE CENTER

700 South Highway 6

Gretna, NE 68028

 

Five Star Quality Care-NE, LLC

 

 

 

 

 

 

 

SUTHERLAND CARE CENTER

333 Maple Street

Sutherland, NE 69165

 

Five Star Quality Care-NE, LLC

 

 

 

 

 

 

 

WAVERLY CARE CENTER

11041 North 137th Street

Waverly, NE 68462

 

Five Star Quality Care-NE, LLC

 

 

 

 

 

PENNSYLVANIA:

 

ROLLING HILLS MANOR

600 Newport Drive

Pittsburgh, Pennsylvania 15234

 

Five Star Quality Care-GHV, LLC

 

 

 

 

 

 

 

RIDGEPOINTE ASSISTED LIVING

5301 Brownsville Road

Pittsburgh, PA 15236

 

Five Star Quality Care-GHV, LLC

 

 

 

 

 

 

 

MOUNT VERNON OF SOUTH PARK

1400 Riggs Road

South Park, PA 15129

 

Five Star Quality Care-GHV, LLC

 

 

 

 

 

TENNESSEE:

 

MORNINGSIDE OF GALLATIN

1085 Hartsville Pike

Gallatin, TN 37066

 

Morningside of Gallatin, LLC

 



 

State:

 

Facility:

 

Subtenant:

 

 

 

 

 

 

 

WALKING HORSE MEADOWS

207 Uffelman Drive

Clarksville, TN 37043

 

Morningside of Belmont, LLC

 

 

 

 

 

 

 

MORNINGSIDE OF BELMONT

1710 Magnolia Boulevard

Nashville, TN 37212

 

Morningside of Belmont, LLC

 

 

 

 

 

VIRGINIA:

 

DOMINION VILLAGE AT CHESAPEAKE

2865 Forehand Drive

Chesapeake, VA 23323

 

Five Star Quality Care-VA, LLC

 

 

 

 

 

 

 

DOMINION VILLAGE AT WILLIAMSBURG

4132 Longhill Road

Williamsburg, VA 23188

 

Five Star Quality Care-VA, LLC

 

 

 

 

 

 

 

HEARTFIELDS AT RICHMOND

500 North Allen Avenue

Richmond, VA 23220

 

Five Star Quality Care-VA, LLC

 

 

 

 

 

WISCONSIN:

 

BROOKFIELD REHAB & SPECIALTY (AKA) WOODLAND HEALTHCARE CENTER 18741 West Bluemound Road

Brookfield, WI 53045

 

Five Star Quality Care-WI, LLC

 

 

 

 

 

 

 

MEADOWMERE-SOUTHPORT ASSISTED LIVING

8350 and 8351 Sheridan Road

Kenosha, WI 53143

 

Five Star Quality Care-WI, LLC

 

 

 

 

 

 

 

MEADOWMERE-MADISON ASSISTED LIVING

5601 Burke Road

Madison, WI 53718

 

Five Star Quality Care-WI, LLC

 

 

 

 

 

 

 

SUNNY HILL HEALTH CARE CENTER

4325 Nakoma Road

Madison, Wisconsin 53711

 

Five Star Quality Care-WI, LLC

 



 

State:

 

Facility:

 

Subtenant:

 

 

 

 

 

 

 

MITCHELL MANOR SENIOR LIVING

5301 West Lincoln Avenue

West Allis, WI 53219

 

Five Star Quality Care-WI, LLC

 

 

 

 

 

WYOMING:

 

LARAMIE CARE CENTER

503 South 18th Street

Laramie, WY 82070

 

Five Star Quality Care-WY, LLC

 


 

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:

 

COLLEGE PARK HEALTHCARE CENTER

1765 Temple Avenue

College Park, Georgia  30337

 

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

 

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

 

ROSEBROOK CARE CENTER

106 5th Street

Edgar, Nebraska  68935

 

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

 

PENNSYLVANIA:

 

ROLLING HILLS MANOR

600 Newport Drive

Pittsburgh, Pennsylvania  15234

 

RIDGEPOINTE ASSISTED LIVING

5301 Brownsville Road

Pittsburgh, Pennsylvania  15236

 

MOUNT VERNON OF SOUTH PARK

1400 Riggs Road

South Park, Pennsylvania  15129

 



 

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

 

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

 

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