CONFIRMATION OF GUARANTEES AND CONFIRMATION OF AND AMENDMENT TO SECURITY AGREEMENTS
Exhibit 99.15
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 November 1, 2009 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 (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. 2), dated as of August 4, 2009 (as the same may be amended, restated or otherwise modified from time to time, the “Amended Lease No. 2”), Landlord leases to Tenant, and Tenant leases from Landlord, certain property, all as more particularly described in Amended Lease No. 2; and
WHEREAS, the payment and performance of all of the obligations of Tenant with respect to Amended Lease No. 2 are guaranteed by that certain Amended and Restated Guaranty Agreement (Lease No. 2), 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 “Guaranty”) and that certain Amended and Restated Subtenant Guaranty Agreement (Lease No. 2), 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 Guaranty”; and, together with Guaranty, collectively, the “Guaranty”); and
WHEREAS, the payment and performance of all of the obligations of Tenant with respect to Amended Lease No. 2 are further secured by (i) that certain Amended and Restated Subtenant Security Agreement (Lease No. 2), dated as of August 4, 2009, by and among Subtenants and Landlord (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. 2), 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. 2), dated as of the date hereof (the “First Amendment”), Amended Lease No. 2 is being partially terminated and amended to reflect the sale of a certain property thereunder having an address at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “Tarkio Property”), all as more particularly described in the First Amendment; and
WHEREAS, in connection with the partial termination of Amended Lease No. 2 with respect to the Tarkio Property pursuant to the First Amendment, Five Star Quality Care Trust and Five Star Quality Care-MO, LLC (the “Tarkio Subtenant”) are also terminating that certain Sublease Agreement, dated as of December 31, 2001, as amended, with respect to the Tarkio Property; 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 (after giving effect to the release of the Tarkio Property and the Tarkio Subtenant therefrom from and after the date hereof) and apply to Amended Lease No. 2 as amended by the First Amendment;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the parties hereto hereby agree, effective as of the date hereof, as follows:
1. Amendment of Subtenant Security Agreement. The Subtenant Security Agreement is hereby amended by (a) replacing Exhibit A attached thereto with Exhibit A attached hereto; (b) replacing Schedule 1 attached thereto with Schedule 1 attached hereto; (c) and 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 “Amended Lease No. 2” shall refer to Amended Lease No. 2 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. Release of Tarkio Subtenant. The Tarkio Subtenant is hereby released from any of its liabilities or obligations first arising under the Subtenant Guaranty or the Subtenant Security Agreement from and after the date hereof, except for any such liabilities or obligations which survive the termination of the Subtenant Guaranty or the Subtenant Security Agreement.
5. 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.
[Signatures on following pages.]
IN WITNESS WHEREOF, the parties hereto have caused this Confirmation to be duly executed as a sealed instrument as of the date first above written.
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GUARANTOR: |
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FIVE STAR QUALITY CARE, INC. |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III |
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III |
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Treasurer |
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TENANT: |
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FIVE STAR QUALITY CARE TRUST, |
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FS TENANT HOLDING COMPANY TRUST, |
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FS COMMONWEALTH LLC, and |
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FS PATRIOT LLC |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III |
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III |
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Treasurer |
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SUBTENANTS: |
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FIVE STAR QUALITY CARE-CA II, LLC, |
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FIVE STAR QUALITY CARE-COLORADO, 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-IN, LLC, |
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FIVE STAR QUALITY CARE-KS, LLC, |
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FIVE STAR QUALITY CARE-MD, LLC, |
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FIVE STAR QUALITY CARE-MO, LLC, |
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FIVE STAR QUALITY CARE-NE, INC., |
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FIVE STAR QUALITY CARE-NE, LLC, |
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FIVE STAR QUALITY CARE-TX, LLC, |
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FIVE STAR QUALITY CARE-WI, LLC, |
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FS LAFAYETTE TENANT TRUST, |
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FS LEISURE PARK TENANT TRUST, |
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FS LEXINGTON TENANT TRUST, |
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FS TENANT POOL I TRUST, |
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FS TENANT POOL II TRUST, |
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FS TENANT POOL III TRUST, |
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FS TENANT POOL IV TRUST, and |
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FSQC-AL, LLC |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III |
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III |
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Treasurer |
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MORNINGSIDE OF ▇▇▇▇▇▇▇▇, ▇.▇., and MORNINGSIDE OF ATHENS, LIMITED PARTNERSHIP |
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LifeTrust America, Inc., |
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General Partner of each of the foregoing entities |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III |
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III |
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Treasurer |
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LANDLORD: |
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CCC FINANCING I TRUST, |
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CCC INVESTMENTS I, L.L.C., |
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CCC OF KENTUCKY TRUST, |
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CCC PUEBLO NORTE TRUST, |
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CCDE SENIOR LIVING LLC, |
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CCOP SENIOR LIVING LLC, |
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HRES1 PROPERTIES TRUST, |
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O.F.C. CORPORATION, |
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SNH CHS 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, |
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SPTIHS PROPERTIES TRUST, and |
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SPTMNR PROPERTIES TRUST |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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President |
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LEISURE PARK VENTURE LIMITED PARTNERSHIP |
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CCC Leisure Park Corporation, |
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its General Partner |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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President |
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CCC RETIREMENT COMMUNITIES II, L.P. |
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Crestline Ventures LLC, |
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its General Partner |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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President |
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CCC FINANCING LIMITED, L.P. |
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By: |
CCC Retirement Trust, |
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its General Partner |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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President |
EXHIBIT A
REPLACEMENT EXHIBIT A
FOR SUBTENANT SECURITY AGREEMENT
(See attached copy.)
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 as of 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-IA, 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 as of 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-KS, 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 as of 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-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 as of 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 January 11, 2002, by and between FS Tenant Holding Company Trust, a Maryland business trust, and FS Leisure Park Tenant Trust, a Maryland business trust, as amended by that certain Letter Agreement dated June 30, 2008 by and among FS Tenant Holding Company 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 August 4, 2009, by and among FS Tenant Holding Company Trust, as sublandlord and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
6. Sublease Agreement, dated January 11, 2002, by and between FS Tenant Holding Company Trust, a Maryland business trust, and FS Lafayette Tenant Trust, a Maryland business trust, as amended by that certain Letter Agreement dated June 30, 2008 by and among FS Tenant Holding Company 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 August 4, 2009, by and among FS Tenant Holding Company Trust, as sublandlord and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
7. Sublease Agreement, dated January 11, 2002, by and between FS Tenant Holding Company Trust, a Maryland business trust, and FS Lexington Tenant Trust, a Maryland business trust, as amended by that certain Letter Agreement dated June 30, 2008 by and among FS Tenant Holding Company 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 August 4, 2009, by and among FS Tenant Holding Company Trust, as sublandlord and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
8. Sublease Agreement, dated January 11, 2002, by and between FS Tenant Holding Company Trust, a Maryland business trust, and FS Tenant Pool IV Trust, a Maryland business trust, as amended by that certain Letter Agreement dated June 30, 2008 by and among FS Tenant Holding Company 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 August 4, 2009, by and among FS Tenant Holding Company 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 ▇▇▇▇▇▇▇▇, ▇.▇., 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 as of 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 Athens, 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 as of 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 May 6, 2005, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-CA 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 as of 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 as of 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. 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 as of 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 February 7, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-TX, LLC, a Maryland limited liability company, as subtenant, 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 as of 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 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 as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
16. Sublease Agreement, dated August 1, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and FSQC-AL, LLC, as subtenant, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
17. Sublease Agreement, dated November 1, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-IN, LLC, as subtenant, as further amended by that certain Letter Agreement dated as of 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. 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-MD, LLC, a Delaware limited liability company, as subtenant.
19. 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.
20. 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.
21. 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 II Trust, a Maryland business trust, as subtenant.
22. 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 III Trust, a Maryland business trust, as subtenant.
SCHEDULE 1
REPLACEMENT SCHEDULE 1
FOR SUBTENANT SECURITY AGREEMENT
(See attached copy.)
SCHEDULE 1
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Subtenant
Name, Organizational Structure |
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Chief Executive Office & |
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Other |
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Five Star Quality
Care-CA II, LLC, a Delaware limited liability company |
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▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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None. |
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Five Star Quality
Care-Colorado, LLC, a Delaware limited liability company |
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▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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SHOPCO-Colorado, LLC |
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Five Star Quality
Care-GA, LLC, a Delaware limited liability company |
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▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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SHOPCO-GA, LLC |
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Five Star Quality
Care-GHV, LLC, a Maryland limited liability company |
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▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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None. |
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Five Star Quality
Care-IA, LLC, a Delaware limited liability company |
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▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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SHOPCO-IA, LLC |
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Five Star Quality
Care-IN, LLC, a Maryland limited liability company |
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▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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None. |
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Five Star Quality Care-KS,
LLC, a Delaware limited liability company |
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▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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SHOPCO-KS, LLC |
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Five Star Quality
Care-MD, LLC, a Delaware limited liability company |
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▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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None. |
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Five Star Quality
Care-NE, Inc., a Delaware corporation |
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▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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SHOPCO-NE, Inc. |
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Five Star Quality
Care-NE, LLC, a Delaware limited liability company |
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▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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SHOPCO-NE, LLC |
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Five Star Quality
Care-TX, LLC, a Maryland limited liability company |
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▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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None. |
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Five Star Quality
Care-WI, LLC, a Delaware limited liability company |
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▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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SHOPCO-WI, LLC |
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FS Lafayette Tenant
Trust, a Maryland business trust |
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▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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None. |
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FS Leisure Park Tenant
Trust, a Maryland business trust |
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▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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None. |
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FS Lexington Tenant
Trust, a Maryland business trust |
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▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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None. |
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FS Tenant Pool I Trust,
a Maryland business trust |
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▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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None. |
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FS Tenant Pool II
Trust, a Maryland business trust |
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▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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None. |
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FS Tenant Pool III
Trust, a Maryland business trust |
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▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
|
None. |
|
Subtenant
Name, Organizational Structure |
|
Chief Executive Office & |
|
Other |
|
|
|
|
|
|
|
FS Tenant Pool IV
Trust, a Maryland business trust |
|
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
|
None. |
|
FSQC-AL, LLC, a
Maryland limited liability company |
|
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
|
None. |
|
Morningside of
▇▇▇▇▇▇▇▇, ▇.▇., a Delaware limited partnership |
|
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
|
None. |
|
Morningside of Athens,
Limited Partnership, a Delaware limited partnership |
|
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
|
None. |
SCHEDULE 2
REPLACEMENT SCHEDULE 2
FOR SUBTENANT SECURITY AGREEMENT
(See attached copy.)
SCHEDULE 2
The Facilities
|
State |
|
Facility |
|
Subtenant |
|
|
|
|
|
|
|
ALABAMA: |
|
ASHTON GABLES IN
RIVERCHASE |
|
FSQC-AL, LLC |
|
|
|
|
|
|
|
|
|
LAKEVIEW ESTATES |
|
FSQC-AL, LLC |
|
|
|
|
|
|
|
ARIZONA: |
|
THE FORUM AT PUEBLO
NORTE |
|
FS Tenant Pool II Trust |
|
|
|
|
|
|
|
CALIFORNIA: |
|
LA SALETTE HEALTH AND
REHABILITATION CENTER |
|
Five Star Quality Care-CA II, LLC |
|
|
|
|
|
|
|
|
|
THOUSAND OAKS
HEALTHCARE CENTER |
|
Five Star Quality Care-CA II, LLC |
|
|
|
|
|
|
|
COLORADO: |
|
SKYLINE RIDGE
NURSING & REHABLITATION CENTER |
|
Five Star Quality Care-Colorado, LLC |
|
|
|
|
|
|
|
|
|
SPRINGS VILLAGE CARE
CENTER |
|
Five Star Quality Care-Colorado, LLC |
|
|
|
|
|
|
|
|
|
WILLOW TREE CARE CENTER |
|
Five Star Quality Care-Colorado, LLC |
|
|
|
|
|
|
|
|
|
CEDARS HEALTHCARE
CENTER |
|
Five Star Quality Care-Colorado, LLC |
|
State |
|
Facility |
|
Subtenant |
|
|
|
|
|
|
|
DELAWARE: |
|
MILLCROFT |
|
FS Tenant Pool I Trust |
|
|
|
|
|
|
|
|
|
▇▇▇▇▇▇▇ MANOR |
|
FS Tenant Pool II Trust |
|
|
|
|
|
|
|
|
|
▇▇▇▇▇ MANOR SOUTH |
|
FS Tenant Pool IV Trust |
|
|
|
|
|
|
|
|
|
▇▇▇▇▇▇▇ MANOR |
|
FS Tenant Pool I Trust |
|
|
|
|
|
|
|
FLORIDA: |
|
FORUM AT DEER CREEK |
|
FS Tenant Pool III Trust |
|
|
|
|
|
|
|
|
|
SPRINGWOOD COURT |
|
FS Tenant Pool IV Trust |
|
|
|
|
|
|
|
|
|
FOUNTAINVIEW |
|
FS Tenant Pool II Trust |
|
|
|
|
|
|
|
GEORGIA: |
|
MORNINGSIDE OF ATHENS |
|
Morningside of Athens, Limited Partnership |
|
|
|
|
|
|
|
|
|
SENIOR LIVING OF ▇▇▇▇▇
VIEW |
|
Five Star Quality Care-GA, LLC |
|
|
|
|
|
|
|
INDIANA: |
|
MEADOWOOD RETIREMENT
COMMUNITY |
|
Five Star Quality Care-IN, LLC |
|
State |
|
Facility |
|
Subtenant |
|
|
|
|
|
|
|
IOWA: |
|
PACIFIC PLACE |
|
Five Star Quality Care-IA, LLC |
|
|
|
|
|
|
|
|
|
WEST BRIDGE
CARE & REHABILITATION |
|
Five Star Quality Care-IA, LLC |
|
|
|
|
|
|
|
KANSAS: |
|
WOODHAVEN CARE CENTER |
|
Five Star Quality Care-KS, LLC |
|
|
|
|
|
|
|
KENTUCKY: |
|
LAFAYETTE AT COUNTRY
PLACE |
|
FS Lafayette Tenant Trust |
|
|
|
|
|
|
|
|
|
LEXINGTON AT COUNTRY
PLACE |
|
FS Lexington Tenant Trust |
|
|
|
|
|
|
|
MARYLAND: |
|
HEARTFIELDS AT BOWIE |
|
Five Star Quality Care-MD, LLC |
|
|
|
|
|
|
|
|
|
HEARTFIELDS AT
▇▇▇▇▇▇▇▇▇ |
|
Five Star Quality Care-MD, LLC |
|
|
|
|
|
|
|
NEBRASKA: |
|
▇▇▇▇▇▇▇▇▇ CARE CENTER |
|
Five Star Quality Care-NE, LLC |
|
|
|
|
|
|
|
|
|
MORYS HAVEN |
|
Five Star Quality Care-NE, Inc. |
|
|
|
|
|
|
|
|
|
EXETER CARE CENTER |
|
Five Star Quality Care-NE, Inc. |
|
|
|
|
|
|
|
|
|
WEDGEWOOD CARE CENTER |
|
Five Star Quality Care-NE, LLC |
|
State |
|
Facility |
|
Subtenant |
|
|
|
|
|
|
|
|
|
▇▇▇▇▇ VALLEY MANOR |
|
Five Star Quality Care-NE, LLC |
|
|
|
|
|
|
|
|
|
CRESTVIEW HEALTH CARE
CENTER |
|
Five Star Quality Care-NE, LLC |
|
|
|
|
|
|
|
|
|
UTICA COMMUNITY CARE
CENTER |
|
Five Star Quality Care-NE, Inc. |
|
|
|
|
|
|
|
NEW JERSEY: |
|
LEISURE PARK |
|
FS Leisure Park Tenant Trust |
|
|
|
|
|
|
|
PENNSYLVANIA: |
|
FRANCISCAN MANOR |
|
Five Star Quality Care-GHV, LLC |
|
|
|
|
|
|
|
|
|
MOUNT ▇▇▇▇▇▇ OF
▇▇▇▇▇▇▇▇▇ |
|
Five Star Quality Care-GHV, LLC |
|
|
|
|
|
|
|
|
|
OVERLOOK GREEN |
|
Five Star Quality Care-GHV, LLC |
|
|
|
|
|
|
|
SOUTH CAROLINA: |
|
MORNINGSIDE OF ▇▇▇▇▇▇▇▇ |
|
Morningside of ▇▇▇▇▇▇▇▇, ▇.▇. |
|
|
|
|
|
|
|
|
|
MYRTLE BEACH MANOR |
|
FS Tenant Pool I Trust |
|
|
|
|
|
|
|
TEXAS: |
|
HERITAGE PLACE AT
BOERNE |
|
Five Star Quality Care-TX, LLC |
|
State |
|
Facility |
|
Subtenant |
|
|
|
|
|
|
|
|
|
FORUM AT PARK LANE |
|
FS Tenant Pool III Trust |
|
|
|
|
|
|
|
|
|
HERITAGE PLACE AT
FREDERICKSBURG |
|
Five Star Quality Care-TX, LLC |
|
|
|
|
|
|
|
WISCONSIN: |
|
GREENTREE
HEALTH & REHABILITATION CENTER |
|
Five Star Quality Care-WI, LLC |
|
|
|
|
|
|
|
|
|
PINE MANOR HEALTH CARE
CENTER |
|
Five Star Quality Care-WI, LLC |
|
|
|
|
|
|
|
|
|
MANORPOINTE-OAK CREEK INDEPENDENT
SENIOR APARTMENTS AND MEADOWMERE/▇▇▇▇▇▇▇▇ ▇▇▇▇▇-OAK CREEK ASSISTED LIVING |
|
Five Star Quality Care-WI, LLC |
|
|
|
|
|
|
|
|
|
RIVER HILLS WEST
HEALTHCARE CENTER |
|
Five Star Quality Care-WI, LLC |
|
|
|
|
|
|
|
|
|
THE VIRGINIA
HEALTH & REHABILITATION CENTER |
|
Five Star Quality Care-WI, LLC |
SCHEDULE 3
REPLACEMENT SCHEDULE 2
FOR TENANT SECURITY AGREEMENT
(See attached copy.)
SCHEDULE 2
THE FACILITIES
ALABAMA:
ASHTON GABLES IN RIVERCHASE
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
LAKEVIEW ESTATES
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
ARIZONA:
THE FORUM AT PUEBLO NORTE
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
CALIFORNIA:
LA SALETTE HEALTH AND REHABILITATION CENTER
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
THOUSAND OAKS HEALTHCARE CENTER
93 W. Avenida de Los Arboles
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
COLORADO:
SKYLINE RIDGE NURSING & REHABLITATION CENTER
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
SPRINGS VILLAGE CARE CENTER
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
WILLOW TREE CARE CENTER
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
CEDARS HEALTHCARE CENTER
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
DELAWARE:
MILLCROFT
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ MANOR
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ MANOR SOUTH
▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ MANOR
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
FLORIDA:
FORUM AT DEER CREEK
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
SPRINGWOOD COURT
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
FOUNTAINVIEW
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
GEORGIA:
MORNINGSIDE OF ATHENS
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
SENIOR LIVING OF ▇▇▇▇▇ VIEW
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
INDIANA:
MEADOWOOD RETIREMENT COMMUNITY
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
IOWA:
PACIFIC PLACE
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
WEST BRIDGE CARE & REHABILITATION
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
KANSAS:
WOODHAVEN CARE CENTER
▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
KENTUCKY:
LAFAYETTE AT COUNTRY PLACE
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
LEXINGTON AT COUNTRY PLACE
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
MARYLAND:
HEARTFIELDS AT BOWIE
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
HEARTFIELDS AT ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
MASSACHUSETTS:
BRAINTREE REHABILITATION HOSPITAL
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
NEW ENGLAND REHABILITATION HOSPITAL
▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
NEBRASKA:
AINSWORTH CARE CENTER
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
MORYS HAVEN
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
EXETER CARE CENTER
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
WEDGEWOOD CARE CENTER
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ VALLEY MANOR
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
CRESTVIEW HEALTH CARE CENTER
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
UTICA COMMUNITY CARE CENTER
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
NEW JERSEY:
LEISURE PARK
▇▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
PENNSYLVANIA:
FRANCISCAN MANOR
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ Falls, Pennsylvania 15010
MOUNT ▇▇▇▇▇▇ OF ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
OVERLOOK GREEN
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
SOUTH CAROLINA:
MORNINGSIDE OF ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
MYRTLE BEACH MANOR
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
TEXAS:
HERITAGE PLACE AT BOERNE
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
FORUM AT PARK LANE
▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
HERITAGE PLACE AT FREDERICKSBURG
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
WISCONSIN:
GREENTREE HEALTH & REHABILITATION CENTER
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
PINE MANOR HEALTH CARE CENTER
Village of Embarrass
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
MANORPOINTE-OAK CREEK
INDEPENDENT SENIOR APARTMENTS AND
MEADOWMERE/▇▇▇▇▇▇▇▇ ▇▇▇▇▇-OAK CREEK ASSISTED LIVING
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RIVER HILLS WEST HEALTHCARE CENTER
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THE VIRGINIA HEALTH & REHABILITATION CENTER
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