EX-99.4 16 a12-20008_1ex99d4.htm EX-99.4 JOINDER TO, AMENDMENT AND CONFIRMATION OF GUARANTEES AND SECURITY AGREEMENTS (Amended Lease No. 2)

EX-99.4 16 a12-20008_1ex99d4.htm EX-99.4

Exhibit 99.4

JOINDER TO, AMENDMENT AND CONFIRMATION OF GUARANTEES AND SECURITY AGREEMENTS (Amended Lease No. 2)

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. 2), dated as of August 4, 2009 (as the same has been amended, restated or otherwise modified from time to time, “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 (i) 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 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. 2), 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. 2 are secured by (i) that certain Amended and Restated Subtenant Security Agreement (Lease No. 2), 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. 2), 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 Fifth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of the date hereof (the “Fifth Amendment”), Amended Lease No. 2 is being amended to add thereto those certain senior living facilities commonly known as: (i) Forum at Desert Harbor, located at 00000 Xxxxx Xxxxxx Xxxxxx Xxxxx, Xxxxxx, XX 00000; (ii) Forum at Tucson, located at 0000 Xxxxx Xxxxxxxx Xxxx., Xxxxxx, XX 00000; (iii) Park Summit at Coral Springs, located at 0000 Xxxxx Xxxx Xxxx., Xxxxx Xxxxxxx, XX 00000; (iv) Gables at Winchester located at 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000; and (v) Forum at Memorial Xxxxx, located at 000 Xxxxx Xxxx Xxx Xxxx, Xxxxxxx, XX 00000, all as more particularly described in the Fifth Amendment; and

WHEREAS, in connection with the foregoing, and as a condition precedent to the execution of the Fifth 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. 2 as amended by the Fifth 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 Desert Harbor LLC, Five Star Tucson Forum LLC, Five Star Coral Springs LLC, Five Star Gables LLC and Five Star Memorial Xxxxx 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. 2” shall refer to Amended Lease No. 2 as amended by the Fifth 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 Fifth Amendment or any other amendment, change or modification to Amended Lease No. 2, 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.

	GUARANTOR:

	FIVE STAR QUALITY CARE, INC.

	By:	/s/ Xxxxx X. Xxxxxx Xx.
		Xxxxx X. Xxxxxx Xx.
		President

	TENANT:

	FIVE STAR QUALITY CARE TRUST,
	FS TENANT HOLDING COMPANY TRUST,
	FS COMMONWEALTH LLC, and
	FS PATRIOT LLC

	By:	/s/ Xxxxx X. Xxxxxx Xx.
		Xxxxx X. Xxxxxx Xx.
		President of each of the foregoing entities

SUBTENANTS:

FIVE STAR CORAL SPRINGS LLC,
FIVE STAR DESERT HARBOR LLC,
FIVE STAR GABLES LLC,
FIVE STAR MEMORIAL XXXXX LLC,
FIVE STAR QUALITY CARE-CA II, LLC,
FIVE STAR QUALITY CARE-COLORADO, LLC,
FIVE STAR QUALITY CARE-FL, LLC
FIVE STAR QUALITY CARE-GA, LLC,
FIVE STAR QUALITY CARE-GHV, LLC,
FIVE STAR QUALITY CARE-IA, LLC,
FIVE STAR QUALITY CARE-IN, LLC,
FIVE STAR QUALITY CARE-KS, LLC,
FIVE STAR QUALITY CARE-MD, LLC,
FIVE STAR QUALITY CARE-NE, INC.,
FIVE STAR QUALITY CARE-NE, LLC,
FIVE STAR QUALITY CARE-TX, LLC,
FIVE STAR QUALITY CARE-VA, LLC,
FIVE STAR QUALITY CARE-WI, LLC,
FIVE STAR TUCSON FORUM LLC,
FS LAFAYETTE TENANT TRUST,
FS LEISURE PARK TENANT TRUST,
FS LEXINGTON TENANT TRUST,
FS TENANT POOL I TRUST,
FS TENANT POOL II TRUST,
FS TENANT POOL III TRUST,
FS TENANT POOL IV TRUST, and
FSQC-AL, LLC

By:	/s/ Xxxxx X. Xxxxxx Xx.
	Xxxxx X. Xxxxxx Xx.
	President of each of the foregoing entities

MORNINGSIDE OF XXXXXXXX, X.X., and MORNINGSIDE OF ATHENS, LIMITED PARTNERSHIP

By:	LifeTrust America, Inc.,
	General Partner of each of
	the foregoing entities

	By:	/s/ Xxxxx X. Xxxxxx Xx.
		Xxxxx X. Xxxxxx Xx.
		President

LANDLORD:

CCC FINANCING I TRUST,
CCC INVESTMENTS I, L.L.C.,
CCC OF KENTUCKY TRUST,
CCC PUEBLO NORTE TRUST,
CCDE SENIOR LIVING LLC,
CCOP SENIOR LIVING LLC,
HRES1 PROPERTIES TRUST,
O.F.C. CORPORATION,
SNH CHS PROPERTIES TRUST,
SNH SOMERFORD PROPERTIES TRUST,
SNH/LTA PROPERTIES GA LLC,
SNH/LTA PROPERTIES TRUST,
SPTIHS PROPERTIES TRUST, and
SPTMNR PROPERTIES TRUST

By:	/s/ Xxxxx X. Xxxxxxx
	Xxxxx X. Xxxxxxx
	President of each of the foregoing entities


LEISURE PARK VENTURE LIMITED PARTNERSHIP

By:	CCC Leisure Park Corporation,
	its General Partner

	By:	/s/ Xxxxx X. Xxxxxxx
		Xxxxx X. Xxxxxxx
		President

CCC RETIREMENT COMMUNITIES II, L.P.

By:	Crestline Ventures LLC,
	its General Partner

	By:	/s/ Xxxxx X. Xxxxxxx
		Xxxxx X. Xxxxxxx
		President

CCC FINANCING LIMITED, L.P.

By:	CCC Retirement Trust,
	its General Partner

	By:	/s/ Xxxxx X. Xxxxxxx
		Xxxxx X. Xxxxxxx
		President

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.

(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.

(d) There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

(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.

(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 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-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.

3. 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.

4. 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.

5. 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.

6. 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.

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

8. 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.

9. 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.

10. 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, as further amended by that certain Partial Termination of Sublease Agreement, dated May 6, 2011 by and between Five Star Quality Care Trust,

a Maryland business trust, as sublandlord, and Five Star Quality Care-GHV, LLC, a Maryland limited liability company, as subtenant.

11. 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, as further amended by that certain Partial Termination of Second Amended and Restated Sublease Agreement, dated as of May 1, 2011, by and between 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 between Five Star Qualify Care Trust, as sublandlord, and Five Star Quality Care-GA, LLC, as subtenant.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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.

19. 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.

20. Sublease Agreement, dated as of August 4, 2009, by and between FVE FM Financing, Inc., a Maryland corporation, as sublandlord, and FS Tenant Pool III Trust, a Maryland business trust, as subtenant, as assigned by that certain Xxxx of Sale, Assignment and Assumption Agreement, dated as of September 1, 2009, by and between FS Tenant Pool III Trust, as assignor, and Five Star Desert Harbor 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.

21. Sublease Agreement, dated as of August 4, 2009, by and between FVE FM Financing, Inc., a Maryland corporation, as sublandlord, and FS Tenant Pool III Trust, a Maryland business trust, as subtenant, as assigned by that certain Xxxx of Sale, Assignment and Assumption Agreement, dated as of September 1, 2009, by and between FS Tenant Pool III Trust, as assignor, and Five Star Tucson Forum 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.

22. Sublease Agreement, dated as of August 4, 2009, by and between FVE FM Financing, Inc., a Maryland corporation, as sublandlord, and FS Tenant Pool I Trust, a Maryland business trust, as subtenant, as assigned by that certain Xxxx of Sale, Assignment and Assumption Agreement, dated as of January 1, 2010, by and between FS Tenant Pool I Trust, as assignor, and Five Star Coral Springs 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.

23. 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 November 1, 2009, by and between FS Tenant Pool II Trust, as assignor, and Five Star Gables 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.

24. Sublease Agreement, dated as of August 4, 2009, by and between FVE FM Financing, Inc., a Maryland corporation, as sublandlord, and FS Tenant Pool III Trust, a Maryland business trust, as subtenant, as assigned by that certain Xxxx of Sale, Assignment and Assumption Agreement, dated as of February 1, 2010, by and between FS Tenant Pool III Trust, as assignor, and Five Star Memorial Xxxxx 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.

25. 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.

26. Amended and Restated Sublease Agreement, dated August 1, 2010, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-NE, Inc., a Delaware corporation, as subtenant.

27. 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.

28. 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-VA, LLC, a Delaware limited liability company, as subtenant.

29. Sublease Agreement, dated July 22, 2011, 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.

SCHEDULE 2

SCHEDULE 1

Subtenant Name, Organizational Structure & Corporate Identification Number:	Chief Executive Office & Principal Place of Business:	Other Names
Five Star Coral Springs LLC, a Delaware limited liability company Xx. XX 0000000	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	None.
Five Star Desert Harbor LLC, a Delaware limited liability company Xx. XX 0000000	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	None.
Five Star Gables LLC, a Delaware limited liability company Xx. XX 0000000	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	None.
Five Star Memorial Xxxxx LLC, a Delaware limited liability company Xx. XX 0000000	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	None.
Five Star Quality Care-CA II, LLC, a Delaware limited liability company Xx. XX 0000000	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	None.
Five Star Quality Care-Colorado, LLC, a Delaware limited liability company Xx. XX 0000000	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	SHOPCO-Colorado, LLC
Five Star Quality Care-FL, LLC, a Delaware limited liability company Xx. XX 0000000	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	None
Five Star Quality Care-GA, LLC, a Delaware limited liability company Xx. XX 0000000	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	SHOPCO-GA, LLC
Five Star Quality Care-GHV, LLC, a Maryland limited liability company Xx. XX X00000000	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	None.
Five Star Quality Care-IA, LLC, a Delaware limited liability company Xx. XX 0000000	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	SHOPCO-IA, LLC
Five Star Quality Care-IN, LLC, a Maryland limited liability company Xx. XX X00000000	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	None.
Five Star Quality Care-KS, LLC, a Delaware limited liability company Xx. XX 0000000	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	SHOPCO-KS, LLC
Five Star Quality Care-MD, LLC, a Delaware limited liability company Xx. XX 0000000	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	None.
Five Star Quality Care-NE, Inc., a Delaware corporation Xx. XX 0000000	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	SHOPCO-NE, Inc.
Five Star Quality Care-NE, LLC, a Delaware limited liability company Xx. XX 0000000	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	SHOPCO-NE, LLC
Five Star Quality Care-TX, LLC, a Maryland limited liability company Xx. XX X00000000	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	None.
Five Star Quality Care-VA, LLC, a Delaware limited liability company Xx. XX 0000000	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	None
Five Star Quality Care-WI, LLC, a Delaware limited liability company Xx. XX 0000000	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	SHOPCO-WI, LLC

Subtenant Name, Organizational Structure & Corporate Identification Number:	Chief Executive Office & Principal Place of Business:	Other Names
Five Star Tucson Forum LLC, a Delaware limited liability company Xx. XX 0000000	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	None.
FS Lafayette Tenant Trust, a Maryland business trust No. MD B06518989	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	None.
FS Leisure Park Tenant Trust, a Maryland business trust No. MD B06547053	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	None.
FS Lexington Tenant Trust, a Maryland business trust No. MD B06519029	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.
FS Tenant Pool II Trust, a Maryland business trust No. MD B06518146	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	None.
FS Tenant Pool III Trust, a Maryland business trust No. MD B06519037	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	None.
FS Tenant Pool IV Trust, a Maryland business trust No. MD B06519045	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	None.
FSQC-AL, LLC, a Maryland limited liability company Xx. XX X00000000	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	None.
Morningside of Xxxxxxxx, X.X., a Delaware limited partnership Xx. XX 0000000	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	None.
Morningside of Athens, Limited Partnership, a Delaware limited partnership Xx. XX 0000000	000 Xxxxxx Xxxxxx Xxxxxx, XX 00000	None.

SCHEDULE 3

SCHEDULE 2

The Facilities

State	Facility	Subtenant

ALABAMA:	ASHTON GABLES IN RIVERCHASE 0000 Xxxxxxx Xxxx Xxxxx Xxxxxxxxxx, Xxxxxxx 00000	FSQC-AL, LLC

	LAKEVIEW ESTATES 0000 Xxxxxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxx 00000	FSQC-AL, LLC

ARIZONA:	FORUM AT DESERT HARBOR 00000 Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx, Xxxxxxx 00000	Five Star Desert Harbor LLC

	THE FORUM AT PUEBLO NORTE 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxx 00000	FS Tenant Pool II Trust

	FORUM AT TUCSON 0000 Xxxxx Xxxxxxxx Xxxx. Xxxxxx, Xxxxxxx 00000	Five Star Tucson Forum LLC

CALIFORNIA:	LA SALETTE HEALTH AND REHABILITATION CENTER 000 Xxxx Xxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxx 00000	Five Star Quality Care-CA II, LLC

	THOUSAND OAKS HEALTHCARE CENTER 93 W. Avenida de Los Arboles Xxxxxxxx Xxxx, Xxxxxxxxxx 00000	Five Star Quality Care-CA II, LLC

COLORADO:	SKYLINE RIDGE NURSING & REHABLITATION CENTER 000 Xxxxxxxx Xxxxxx Xxxxx Xxxx, Xxxxxxxx 00000	Five Star Quality Care-Colorado, LLC

	SPRINGS VILLAGE CARE CENTER 000 Xxxx Xxx Xxxxx Xxxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000	Five Star Quality Care-Colorado, LLC

State	Facility	Subtenant

	WILLOW TREE CARE CENTER 0000 Xxxxx Xxxx Xxxxxx Xxxxx, Xxxxxxxx 00000	Five Star Quality Care-Colorado, LLC

	CEDARS HEALTHCARE CENTER 0000 Xxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxx 00000	Five Star Quality Care-Colorado, LLC

DELAWARE:	MILLCROFT 000 Xxxxxx Xxxx Xxxx Xxxxxx, Xxxxxxxx 00000	FS Tenant Pool I Trust

	XXXXXXX MANOR 0000 Xxxxx Xxxx Xxxxxxxxxx, Xxxxxxxx 00000	FS Tenant Pool II Trust

	XXXXX MANOR SOUTH 000 Xxxxx Xxxx Xxxxxxxxxx, Xxxxxxxx 00000	FS Tenant Pool IV Trust

	XXXXXXX MANOR 0000 Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000	FS Tenant Pool I Trust

FLORIDA:	PARK SUMMIT AT CORAL SPRINGS 0000 Xxxxx Xxxx Xxxx. Xxxxx Xxxxxxx, Xxxxxxx 00000	Five Star Coral Springs LLC

	FORUM AT DEER CREEK 0000 Xxxx Xxxxx Xxxxxxx Xxxx Xxxxxxxxx Xxxxxxxxx Xxxxx, Xxxxxxx 00000	FS Tenant Pool III Trust

	SPRINGWOOD COURT 00000 Xxxxxxx Xxxx Xxxx Xxxxx, Xxxxxxx 00000	FS Tenant Pool IV Trust

	FOUNTAINVIEW 000 Xxxxxxxxx Xxxxxx Xxxxx Xxxx Xxxx Xxxxx, Xxxxxxx 00000	FS Tenant Pool II Trust

	PALMS AT ST. LUCIE WEST 000 X.X. Xxxxxxxx Xxxxxxxxx Xxxx Xx. Xxxxx, Xxxxxxx 00000	Five Star Quality Care-FL, LLC

GEORGIA:	MORNINGSIDE OF ATHENS 0000 Xxxxx Xxxxxx Xxxxx Xxxxxx, Xxxxxxx 00000	Morningside of Athens, Limited Partnership

State	Facility	Subtenant

	SENIOR LIVING OF XXXXX VIEW 0000 Xxxxxxx Xxxx Xxxxxxxx, Xxxxxxx 00000	Five Star Quality Care-GA, LLC

INDIANA:	MEADOWOOD RETIREMENT COMMUNITY 0000 Xxxxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxx 00000	Five Star Quality Care-IN, LLC

IOWA:	PACIFIC PLACE 00000 Xxxx Xxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000	Five Star Quality Care-IA, LLC

	WEST BRIDGE CARE & REHABILITATION 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000	Five Star Quality Care-IA, LLC

KANSAS:	WOODHAVEN CARE CENTER 000 X. 0xx Xxxxxx Xxxxxxxxx, Xxxxxx 00000	Five Star Quality Care-KS, LLC

KENTUCKY:	LAFAYETTE AT COUNTRY PLACE 000 Xxxxx Xxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxx 00000	FS Lafayette Tenant Trust

	LEXINGTON AT COUNTRY PLACE 000 Xxxxx Xxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxx 00000	FS Lexington Tenant Trust

MARYLAND:	HEARTFIELDS AT BOWIE 0000 Xxxxxx Xxxxx Xxxx Xxxxx, Xxxxxxxx 00000	Five Star Quality Care-MD, LLC

	HEARTFIELDS AT FREDERICK 0000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000	Five Star Quality Care-MD, LLC

MASSACHUSETTS:	GABLES AT WINCHESTER 000 Xxxxxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxxxxxxx 00000	Five Star Gables LLC

NEBRASKA:	MORYS HAVEN 0000 00xx Xxxxxx Xxxxxxxx, Xxxxxxxx 00000	Five Star Quality Care-NE, Inc.

State	Facility	Subtenant

	WEDGEWOOD CARE CENTER 000 Xxxxxxx Xxxxx Xxxxx Xxxxxx, Xxxxxxxx 00000	Five Star Quality Care-NE, LLC

	CRESTVIEW HEALTH CARE CENTER 0000 Xxxx Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000	Five Star Quality Care-NE, LLC

	UTICA COMMUNITY CARE CENTER 0000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx 00000	Five Star Quality Care-NE, Inc.

NEW JERSEY:	LEISURE PARK 0000 Xxxxx 00 Xxxxxxxx, Xxx Xxxxxx 00000	FS Leisure Park Tenant Trust

PENNSYLVANIA:	FRANCISCAN MANOR 00 Xxxxxxxxxx Xxxx Xxxxxxxxx Xxxxxxxx, Xxxxxx Xxxxx, Xxxxxxxxxxxx 00000	Five Star Quality Care-GHV, LLC

	MOUNT XXXXXX OF XXXXXXXXX 000 Xxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000	Five Star Quality Care-GHV, LLC

	OVERLOOK GREEN 0000 Xxxxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000	Five Star Quality Care-GHV, LLC

SOUTH CAROLINA:	MORNINGSIDE OF XXXXXXXX 0000 XxXxxx Xxxx Xxxxxxxx, Xxxxx Xxxxxxxx 00000	Morningside of Xxxxxxxx, X.X.

	MYRTLE BEACH MANOR 0000 Xxxxxxx 00 Xxxxx Xxxxxx Xxxxx, Xxxxx Xxxxxxxx 00000	FS Tenant Pool I Trust

TEXAS:	HERITAGE PLACE AT BOERNE 000 Xxxxxxxxxx Xxxxx Xxxxxx, Xxxxx 00000	Five Star Quality Care-TX, LLC

	FORUM AT PARK LANE 0000 Xxxx Xxxx Xxxxxx, Xxxxx 00000	FS Tenant Pool III Trust

State	Facility	Subtenant

	HERITAGE PLACE AT FREDERICKSBURG 00 Xxxxxxxxx Xxxx Xxxxxxxxxxxxxx, Xxxxx 00000	Five Star Quality Care-TX, LLC

	FORUM AT MEMORIAL XXXXX 000 Xxxxx Xxxx Xxx Xxxx Xxxxxxx, Xxxxx 00000	Five Star Memorial Xxxxx LLC

VIRGINIA:	CHESAPEAKE PROPERTY 0000 Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000	Five Star Quality Care-VA, LLC

WISCONSIN:	GREENTREE HEALTH & REHABILITATION CENTER 00 Xxxxxxxxx Xxxx Xxxxxxxxxxxx, Xxxxxxxxx 00000	Five Star Quality Care-WI, LLC

	PINE MANOR HEALTH CARE CENTER Village of Embarrass 0000 Xxxx Xxxx Xxxxxx Xxxxxxxxxxxx, Xxxxxxxxx 00000	Five Star Quality Care-WI, LLC

	MANORPOINTE-OAK CREEK INDEPENDENT SENIOR APARTMENTS AND MEADOWMERE/XXXXXXXX XXXXX-OAK CREEK ASSISTED LIVING 000 Xxxx Xxxxxxxxx Xxxxx and 000 Xxxx Xxxxx Xxxx Xxx Xxxxx, Xxxxxxxxx 00000	Five Star Quality Care-WI, LLC

	RIVER HILLS WEST HEALTHCARE CENTER 000 Xxxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxx 00000	Five Star Quality Care-WI, LLC

	THE VIRGINIA HEALTH & REHABILITATION CENTER 0000 Xxxxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxx 00000	Five Star Quality Care-WI, LLC

SCHEDULE 4

SCHEDULE 2

THE FACILITIES

ALABAMA:

ASHTON GABLES IN RIVERCHASE

0000 Xxxxxxx Xxxx Xxxxx

Xxxxxxxxxx, Xxxxxxx 00000

LAKEVIEW ESTATES

0000 Xxxxxxxxxx Xxxx

Xxxxxxxxxx, Xxxxxxx 00000

ARIZONA:

FORUM AT DESERT HARBOR

00000 Xxxxx Xxxxxx Xxxxxx Xxxxx

Xxxxxx, Xxxxxxx 00000

THE FORUM AT PUEBLO NORTE

0000 Xxxx Xxxxxx Xxxxxx

Xxxxxxxxxx, Xxxxxxx 00000

FORUM AT TUCSON

0000 Xxxxx Xxxxxxxx Xxxx.

Xxxxxx, Xxxxxxx 00000

CALIFORNIA:

LA SALETTE HEALTH AND REHABILITATION CENTER

000 Xxxx Xxxxxx Xxxxxx

Xxxxxxxx, Xxxxxxxxxx 00000

THOUSAND OAKS HEALTHCARE CENTER

93 W. Avenida de Los Arboles

Xxxxxxxx Xxxx, Xxxxxxxxxx 00000

COLORADO:

SKYLINE RIDGE NURSING & REHABLITATION CENTER

000 Xxxxxxxx Xxxxxx

Xxxxx Xxxx, Xxxxxxxx 00000

SPRINGS VILLAGE CARE CENTER

000 Xxxx Xxx Xxxxx Xxxxxx

Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000

WILLOW TREE CARE CENTER

0000 Xxxxx Xxxx Xxxxxx

Xxxxx, Xxxxxxxx 00000

CEDARS HEALTHCARE CENTER

0000 Xxxxxxx Xxxxxx

Xxxxxxxx, Xxxxxxxx 00000

DELAWARE:

MILLCROFT

000 Xxxxxx Xxxx Xxxx

Xxxxxx, Xxxxxxxx 00000

XXXXXXX MANOR

0000 Xxxxx Xxxx

Xxxxxxxxxx, Xxxxxxxx 00000

XXXXX MANOR SOUTH

000 Xxxxx Xxxx

Xxxxxxxxxx, Xxxxxxxx 00000

XXXXXXX MANOR

0000 Xxxxxxx Xxxx

Xxxxxxxxxx, Xxxxxxxx 00000

FLORIDA:

PARK SUMMIT AT CORAL SPRINGS

0000 Xxxxx Xxxx Xxxx.

Xxxxx Xxxxxxx, Xxxxxxx 00000

FORUM AT DEER CREEK

0000 Xxxx Xxxxx Xxxxxxx Xxxx Xxxxxxxxx

Xxxxxxxxx Xxxxx, Xxxxxxx 00000

SPRINGWOOD COURT

00000 Xxxxxxx Xxxx

Xxxx Xxxxx, Xxxxxxx 00000

FOUNTAINVIEW

000 Xxxxxxxxx Xxxxxx Xxxxx

Xxxx Xxxx Xxxxx, Xxxxxxx 00000

PALMS AT ST. LUCIE WEST

000 X.X. Xxxxxxxx Xxxxxxxxx

Xxxx Xx. Xxxxx, Xxxxxxx 00000

GEORGIA:

MORNINGSIDE OF ATHENS

0000 Xxxxx Xxxxxx Xxxxx

Xxxxxx, Xxxxxxx 00000

SENIOR LIVING OF XXXXX VIEW

0000 Xxxxxxx Xxxx

Xxxxxxxx, Xxxxxxx 00000

INDIANA:

MEADOWOOD RETIREMENT COMMUNITY

0000 Xxxxxxxx Xxxxx

Xxxxxxxxxxx, Xxxxxxx 00000

IOWA:

PACIFIC PLACE

00000 Xxxx Xxxxxx

Xxxxxxx Xxxxxxxx, Xxxx 00000

WEST BRIDGE CARE & REHABILITATION

0000 Xxxx Xxxxxx Xxxxxx

Xxxxxxxxx, Xxxx 00000

KANSAS:

WOODHAVEN CARE CENTER

000 X. 0xx Xxxxxx

Xxxxxxxxx, Xxxxxx 00000

KENTUCKY:

LAFAYETTE AT COUNTRY PLACE

000 Xxxxx Xxxxxxx Xxxx

Xxxxxxxxx, Xxxxxxxx 00000

LEXINGTON AT COUNTRY PLACE

000 Xxxxx Xxxxxxx Xxxx

Xxxxxxxxx, Xxxxxxxx 00000

MARYLAND:

HEARTFIELDS AT BOWIE

0000 Xxxxxx Xxxxx Xxxx

Xxxxx, Xxxxxxxx 00000

HEARTFIELDS AT XXXXXXXXX

0000 Xxxxxx Xxxxx

Xxxxxxxxx, Xxxxxxxx 00000

MASSACHUSETTS:

BRAINTREE REHABILITATION HOSPITAL

000 Xxxx Xxxxxx

Xxxxxxxxx, Xxxxxxxxxxxxx 00000

GABLES AT WINCHESTER

000 Xxxxxxxxx Xxxxxx

Xxxxxxxxxx, Xxxxxxxxxxxxx 00000

NEW ENGLAND REHABILITATION HOSPITAL

0 Xxxxxxxxxxxxxx Xxx

Xxxxxx, Xxxxxxxxxxxxx 00000

NEBRASKA:

MORYS HAVEN

0000 00xx Xxxxxx

Xxxxxxxx, Xxxxxxxx 00000

WEDGEWOOD CARE CENTER

000 Xxxxxxx Xxxxx

Xxxxx Xxxxxx, Xxxxxxxx 00000

CRESTVIEW HEALTH CARE CENTER

0000 Xxxx Xxxxx Xxxxxx

Xxxxxxx, Xxxxxxxx 00000

UTICA COMMUNITY CARE CENTER

0000 Xxxxxxxxxx Xxxxxx

Xxxxx, Xxxxxxxx 00000

NEW JERSEY:

LEISURE PARK

0000 Xxxxx 00

Xxxxxxxx, Xxx Xxxxxx 00000

PENNSYLVANIA:

FRANCISCAN MANOR

00 Xxxxxxxxxx Xxxx

Xxxxxxxxx Xxxxxxxx, Xxxxxx Falls, Pennsylvania 15010

MOUNT XXXXXX OF XXXXXXXXX

000 Xxxxxxxxx Xxxxx

Xxxxxxxxx, Xxxxxxxxxxxx 00000

OVERLOOK GREEN

0000 Xxxxxxxxxxx Xxxxx

Xxxxxxxxx, Xxxxxxxxxxxx 00000

SOUTH CAROLINA:

MORNINGSIDE OF XXXXXXXX

0000 XxXxxx Xxxx

Xxxxxxxx, Xxxxx Xxxxxxxx 00000

MYRTLE BEACH MANOR

0000 Xxxxxxx 00 Xxxxx

Xxxxxx Xxxxx, Xxxxx Xxxxxxxx 00000

TEXAS:

HERITAGE PLACE AT BOERNE

000 Xxxxxxxxxx Xxxxx

Xxxxxx, Xxxxx 00000

FORUM AT PARK LANE

0000 Xxxx Xxxx

Xxxxxx, Xxxxx 00000

HERITAGE PLACE AT FREDERICKSBURG

00 Xxxxxxxxx Xxxx

Xxxxxxxxxxxxxx, Xxxxx 00000

FORUM AT MEMORIAL XXXXX

000 Xxxxx Xxxx Xxx Xxxx

Xxxxxxx, Xxxxx 00000

VIRGINIA:

CHESAPEAKE PROPERTY

0000 Xxxxxxx Xxxxx

Xxxxxxxxxx, Xxxxxxxx 00000

WISCONSIN:

GREENTREE HEALTH & REHABILITATION CENTER

00 Xxxxxxxxx Xxxx

Xxxxxxxxxxxx, Xxxxxxxxx 00000

PINE MANOR HEALTH CARE CENTER

Village of Embarrass

0000 Xxxx Xxxx Xxxxxx

Xxxxxxxxxxxx, Xxxxxxxxx 00000

MANORPOINTE-OAK CREEK INDEPENDENT SENIOR APARTMENTS AND MEADOWMERE/XXXXXXXX XXXXX-OAK CREEK ASSISTED LIVING

000 Xxxx Xxxxxxxxx Xxxxx and 000 Xxxx Xxxxx Xxxx

Xxx Xxxxx, Xxxxxxxxx 00000

RIVER HILLS WEST HEALTHCARE CENTER

000 Xxxxxxxxx Xxxxx

Xxxxxxxx, Xxxxxxxxx 00000

THE VIRGINIA HEALTH & REHABILITATION CENTER

0000 Xxxxxxxxx Xxxxxx

Xxxxxxxx, Xxxxxxxxx 00000

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EX-99.4 16 a12-20008_1ex99d4.htm EX-99.4 JOINDER TO, AMENDMENT AND CONFIRMATION OF GUARANTEES AND SECURITY AGREEMENTS (Amended Lease No. 2)

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