JOINDER TO, AMENDMENT AND CONFIRMATION OF GUARANTEES AND SECURITY AGREEMENTS (Amended Lease No. 4)
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 00000 Xxxxxx Xxxxx, Xxx Xxxxx, XX 00000; (ii) Savannah Square, located at Xxx Xxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, XX 00000; and (iii) Morningside of Bellgrade, located at 0000 Xxxx Xxxxxxx, Xxxxxxxxxx, XX 00000, 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.
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]
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.
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GUARANTOR: | |
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FIVE STAR QUALITY CARE, INC. | |
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By: |
/s/ Xxxxx X. Xxxxxx Xx. |
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Xxxxx X. Xxxxxx Xx. |
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President |
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TENANT: | |
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FIVE STAR QUALITY CARE — NS TENANT, LLC, | |
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FIVE STAR QUALITY CARE TRUST, and | |
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FS TENANT HOLDING COMPANY TRUST | |
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By: |
/s/ Xxxxx X. Xxxxxx Xx. |
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Xxxxx X. Xxxxxx Xx. |
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President of each of the foregoing entities |
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SUBTENANTS: | ||
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FIVE STAR MORNINGSIDE BELLGRADE LLC, | ||
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FIVE STAR QUALITY CARE-COLORADO, LLC, | ||
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FIVE STAR QUALITY CARE-FL, LLC, | ||
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FIVE STAR QUALITY CARE-GA, LLC, | ||
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FIVE STAR QUALITY CARE-GHV, LLC, | ||
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FIVE STAR QUALITY CARE-IA, LLC, | ||
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FIVE STAR QUALITY CARE-IL, LLC, | ||
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FIVE STAR QUALITY CARE-KS, LLC, | ||
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FIVE STAR QUALITY CARE-NE, LLC, | ||
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FIVE STAR QUALITY CARE-NJ, LLC, | ||
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FIVE STAR QUALITY CARE-NORTH CAROLINA, LLC, | ||
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FIVE STAR QUALITY CARE-VA, LLC, | ||
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FIVE STAR QUALITY CARE-WY, LLC, | ||
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FIVE STAR REMINGTON CLUB LLC, | ||
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FIVE STAR SAVANNAH SQUARE LLC, | ||
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FS TENANT POOL I TRUST, and | ||
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STOCKTON HERITAGE PARTNERS, LLC | ||
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By: |
/s/ Xxxxx X. Xxxxxx Xx. | |
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Xxxxx X. Xxxxxx Xx. | |
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President of each of the foregoing entities | |
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MORNINGSIDE OF XXXXXXXXX, X.X., and MORNINGSIDE OF KENTUCKY, LIMITED | ||
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PARTNERSHIP | |
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By: |
LifeTrust America, Inc., | |
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General Partner of each of | |
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the foregoing entities | |
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By: |
/s/ Xxxxx X. Xxxxxx Xx. |
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Xxxxx X. Xxxxxx Xx. |
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President |
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MORNINGSIDE OF XXXXXXXX-XXXXXXXX, LLC | ||
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By: |
LifeTrust America, Inc., | |
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Its Member | |
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By: |
/s/ Xxxxx X. Xxxxxx Xx. |
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Xxxxx X. Xxxxxx Xx. |
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President |
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LANDLORD: | |
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CCOP SENIOR LIVING LLC, | |
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SNH CHS PROPERTIES TRUST, | |
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SNH NS PROPERTIES TRUST, | |
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SNH SOMERFORD PROPERTIES TRUST, | |
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SNH/LTA PROPERTIES GA LLC, | |
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SNH/LTA PROPERTIES TRUST, and | |
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SPTIHS PROPERTIES TRUST | |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Xxxxx X. Xxxxxxx |
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President of each of the foregoing entities |
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 Xxxxxxxx-Xxxxxxxx, 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 Xxxxxxxxx, X.X., 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 Xxxx 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 Xxxx 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 Xxxx 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 Xxxx 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 Xxxx 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 Xxxx 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 & |
|
Chief Executive Office & |
|
Other Names |
|
Five Star Morningside Bellgrade LLC, a Delaware limited liability company No: DE 4707927 |
|
000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
|
None. |
|
Five Star Quality Care-Colorado, LLC, a Delaware limited liability company No: DE 3141518 |
|
000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
|
SHOPCO-Colorado, LLC |
|
Five Star Quality Care-FL, LLC, a Delaware limited liability company No: DE 3487186 |
|
000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
|
None. |
|
Five Star Quality Care-GA, LLC, a Delaware limited liability company No: DE 3141197 |
|
000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
|
SHOPCO-GA, LLC |
|
Five Star Quality Care-GHV, LLC, a Maryland limited liability company No: MD W10441350 |
|
000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
|
|
|
Five Star Quality Care-IA, LLC, a Delaware limited liability company No: DE 3141200 |
|
000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
|
SHOPCO-IA, LLC |
|
Five Star Quality Care-IL, LLC, a Maryland limited liability company No: MD W11464047 |
|
000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
|
None. |
|
Five Star Quality Care-KS, LLC, a Delaware limited liability company No: DE 3155963 |
|
000 Xxxxxx, Xx. Xxxxxx, XX 00000 |
|
None. |
|
Five Star Quality Care-NE, LLC, a Delaware limited liability company No: DE 3141204 |
|
000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
|
SHOPCO-NE, LLC |
|
Five Star Quality Care-NJ, LLC, a Maryland limited liability company No: MD W12378956 |
|
000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
|
None. |
|
Five Star Quality Care-North Carolina, LLC, a Maryland limited liability company No: MD W132789039 |
|
000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
|
None. |
|
Five Star Quality Care-VA, LLC, a Delaware limited liability company No: DE 3561214 |
|
000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
|
None. |
|
Five Star Quality Care-WY, LLC, a Delaware limited liability company No: DE 3141207 |
|
000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
|
SHOPCO-WY, LLC |
|
Five Star Remington Club LLC, a Delaware limited liability company No: DE 4707942 |
|
000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
|
None. |
|
Five Star Savannah Square LLC, a Delaware limited liability company No: DE 4707947 |
|
000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
|
None. |
|
FS Tenant Pool I Trust, a Maryland business trust No: MD B06519011 |
|
000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
|
None. |
|
Morningside of Xxxxxxxxx, X.X., a Delaware limited partnership No: DE 2926343 |
|
000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
|
None. |
|
Subtenant Name, Organizational Structure & |
|
Chief Executive Office & |
|
Other Names |
|
Morningside of Kentucky, Limited Partnership, a Delaware limited partnership No: DE 2750276 |
|
000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
|
None. |
|
Morningside of Xxxxxxxx-Xxxxxxxx, LLC, a Delaware limited liability company No: DE 3503112 |
|
000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
|
None. |
|
Stockton Heritage Partners, LLC, a Delaware limited liability company No: DE 2963009 |
|
000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
|
None. |
SCHEDULE 3
SCHEDULE 2
The Facilities
|
State |
|
Facility |
|
Subtenant |
|
|
|
|
|
|
|
CALIFORNIA: |
|
REMINGTON CLUB I & II |
|
Five Star Remington Club LLC |
|
|
|
|
|
|
|
|
|
SOMERFORD PLACE – STOCKTON |
|
Stockton Heritage Partners, LLC |
|
|
|
|
|
|
|
COLORADO: |
|
LA VILLA GRANDE CARE CENTER |
|
Five Star Quality Care-Colorado, LLC |
|
|
|
|
|
|
|
FLORIDA: |
|
COURT AT PALM AIRE |
|
Five Star Quality Care-FL, LLC |
|
|
|
|
|
|
|
GEORGIA: |
|
SAVANNAH SQUARE |
|
Five Star Savannah Square LLC |
|
|
|
|
|
|
|
|
|
NORTHLAKE GARDENS |
|
Five Star Quality Care-GA, LLC |
|
|
|
|
|
|
|
IOWA: |
|
WESTRIDGE QUALITY CARE & REHABILITATION |
|
Five Star Quality Care-IA, LLC |
|
|
|
|
|
|
|
ILLINOIS: |
|
BRENDEN GARDENS |
|
Five Star Quality Care-IL, LLC |
|
|
|
|
|
|
|
KANSAS: |
|
XXXXXXX XXXXX AT ALVAMAR |
|
Five Star Quality Care-KS, LLC |
|
State |
|
Facility |
|
Subtenant |
|
|
|
|
|
|
|
|
|
OVERLAND PARK PLACE |
|
Five Star Quality Care-KS, LLC |
|
|
|
|
|
|
|
KENTUCKY: |
|
MORNINGSIDE OF MAYFIELD |
|
Morningside of Kentucky, Limited Partnership |
|
|
|
|
|
|
|
|
|
THE NEIGHBORHOOD OF SOMERSET |
|
Morningside of Kentucky, Limited Partnership |
|
|
|
|
|
|
|
NEBRASKA: |
|
CENTENNIAL PARK RETIREMENT VILLAGE |
|
Five Star Quality Care-NE, LLC |
|
|
|
|
|
|
|
|
|
WESTGATE ASSISTED LIVING |
|
Five Star Quality Care-NE, LLC |
|
|
|
|
|
|
|
NEW JERSEY: |
|
NEWSEASONS AT CHERRY HILL |
|
Five Star Quality Care-NJ, LLC |
|
|
|
|
|
|
|
|
|
NEWSEASONS AT MOUNT ARLINGTON |
|
Five Star Quality Care-NJ, LLC |
|
|
|
|
|
|
|
NORTH CAROLINA: |
|
XXXXXXXX COURT II |
|
Five Star Quality Care-North Carolina, LLC |
|
|
|
|
|
|
|
PENNSYLVANIA: |
|
NEWSEASONS AT NEW BRITAIN |
|
Five Star Quality Care-GHV, LLC |
|
|
|
|
|
|
|
|
|
NEWSEASONS AT CLARKS SUMMIT |
|
Five Star Quality Care-GHV, LLC |
|
|
|
|
|
|
|
|
|
NEWSEASONS AT EXTON |
|
Five Star Quality Care-GHV, LLC |
|
State |
|
Facility |
|
Subtenant |
|
|
|
|
|
|
|
|
|
NEWSEASONS AT XXXX XXXXX (CONCORDVILLE) 000 Xxxxxxxxx Xxxx Xxxx Xxxxx, Xxxxxxxxxxxx 00000 |
|
Five Star Quality Care-GHV, LLC |
|
|
|
|
|
|
|
|
|
NEWSEASONS AT XXXXXXX COURT 000 Xxxxxxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 |
|
Five Star Quality Care-GHV, LLC |
|
|
|
|
|
|
|
SOUTH CAROLINA: |
|
MORNINGSIDE OF GREENWOOD 000 Xxxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 |
|
Morningside of Xxxxxxxxx, X.X. |
|
|
|
|
|
|
|
TEXAS: |
|
MONTEVISTA AT CORONADO 0000 Xxxxxxxxx Xx Xxxx, Xxxxx 00000 |
|
FS Tenant Pool I Trust |
|
|
|
|
|
|
|
VIRGINIA: |
|
MORNINGSIDE OF BELGRADE 0000 Xxxx Xxxxxxx Xxxxxxxxxx, XX 00000 |
|
Five Star Morningside Bellgrade LLC |
|
|
|
|
|
|
|
|
|
DOMINION VILLAGE OF POQUOSON 000 Xxxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 |
|
Five Star Quality Care-VA, LLC |
|
|
|
|
|
|
|
|
|
MORNINGSIDE IN THE WEST END 0000 Xxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 |
|
Morningside of Xxxxxxxx-Xxxxxxxx, LLC |
|
|
|
|
|
|
|
WYOMING: |
|
WORLAND HEALTHCARE & REHABILITATION CENTER 0000 Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxx 00000 |
|
Five Star Quality Care-WY, LLC |
SCHEDULE 4
SCHEDULE 2
THE FACILITIES
CALIFORNIA:
REMINGTON CLUB I & II
16925 and 00000 Xxxxxx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
SOMERFORD PLACE - STOCKTON
0000 Xxxx Xxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
COLORADO:
LA VILLA GRANDE CARE CENTER
0000 Xxxxxx Xxxxxxxxx Xxxxx
Xxxxx Xxxxxxxx, Xxxxxxxx 00000
FLORIDA:
COURT AT PALM AIRE
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxx 00000
GEORGIA:
SAVANNAH SQUARE
Xxx Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
NORTHLAKE GARDENS
0000 Xxxxxxxx Xxxx
Xxxxxx, Xxxxxxx 00000
IOWA:
WESTRIDGE QUALITY CARE & REHABILITATION
000 Xxxxx Xxxxx
Xxxxxxxx, Xxxx 00000
ILLINOIS:
BRENDEN GARDENS
000 Xxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
KANSAS:
XXXXXXX XXXXX AT ALVAMAR
0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxx 00000
OVERLAND PARK PLACE
0000 Xxxx 00xx Xxxxxx
Xxxxxxxx Xxxx, Xxxxxx 00000
KENTUCKY:
MORNINGSIDE OF MAYFIELD
0000 Xxxx Xxxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
THE NEIGHBORHOOD OF SOMERSET
000 Xxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
NEBRASKA:
CENTENNIAL PARK RETIREMENT VILLAGE
000 Xxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxxx 00000
WESTGATE ASSISTED LIVING
0000 Xxxxx 00xx Xxxxxx
Xxxxx, Xxxxxxxx 00000
NEW JERSEY:
NEWSEASONS AT CHERRY HILL
000 Xxxxxx Xxxxxxx Xxxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
NEWSEASONS AT MOUNT ARLINGTON
0 Xxxxxxxx Xxxxx
Xxxxx Xxxxxxxxx, Xxx Xxxxxx 00000
NORTH CAROLINA:
XxXXXXXX COURT II
0000 XxXxxxxx Xxxxxxxxx
Xxx Xxxx, Xxxxx Xxxxxxxx 00000
PENNSYLVANIA:
NEWSEASONS AT NEW BRITAIN
000 Xxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxxx 00000
NEWSEASONS AT CLARKS SUMMIT
000 Xxxxxx Xxxxxxx
Xxxxxx Xxxxxx, Xxxxxxxxxxxx 00000
NEWSEASONS AT EXTON
000 Xxxxx Xxxxxxxxx Xxxx
Xxxxx, Xxxxxxxxxxxx 00000
NEWSEASONS AT XXXX XXXXX (CONCORDVILLE)
000 Xxxxxxxxx Xxxx
Xxxx Xxxxx, Xxxxxxxxxxxx 00000
NEWSEASONS AT XXXXXXX COURT
000 Xxxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxxx 00000
SOUTH CAROLINA:
MORNINGSIDE OF GREENWOOD
000 Xxxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
TEXAS:
MONTEVISTA AT CORONADO
0000 Xxxxxxxxx
Xx Xxxx, Xxxxx 00000
VIRGINIA:
MORNINGSIDE OF BELLGRADE
0000 Xxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
DOMINION VILLAGE OF POQUOSON
000 Xxxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
MORNINGSIDE IN THE WEST END
0000 Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
WYOMING:
WORLAND HEALTHCARE & REHABILITATION CENTER
0000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
