PURCHASE AND SALE AGREEMENT BY AND AMONG SNH CHS PROPERTIES TRUST, SNH/LTA PROPERTIES GA LLC and SNH/LTA PROPERTIES TRUST AS PURCHASERS, and FSQ CROWN VILLA BUSINESS TRUST, FIVE STAR QUALITY CARE-GA, LLC, MORNINGSIDE OF BELMONT, LLC and MORNINGSIDE OF...Purchase and Sale Agreement • June 9th, 2005 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
THIS PURCHASE AND SALE AGREEMENT is made as of the 3rd day of June, 2005, by and among SNH CHS PROPERTIES TRUST, a Maryland real estate investment trust (“SNH CHS”), SNH/LTA PROPERTIES GA LLC, a Maryland limited liability company (“SNH/LTA GA LLC”), and SNH/LTA PROPERTIES TRUST, a Maryland real estate investment trust (“SNH/LTA Trust”), as purchasers, and FSQ CROWN VILLA BUSINESS TRUST, a Maryland business trust, FIVE STAR QUALITY CARE-GA, LLC, a Delaware limited liability company, MORNINGSIDE OF BELMONT, LLC, a Delaware limited liability company, and MORNINGSIDE OF GREENWOOD, L.P., a Delaware limited partnership as sellers (each, a “Seller” and, collectively, the “Sellers”).
AMENDED AND RESTATED PLEDGE OF SHARES OF BENEFICIAL INTEREST AGREEMENTPledge of Shares of Beneficial Interest Agreement • June 9th, 2005 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
THIS AMENDED AND RESTATED PLEDGE OF SHARES OF BENEFICIAL INTEREST AGREEMENT (this “Agreement”) is made and given as of May 6, 2005 by FSQ, INC., a Delaware corporation (the “Pledgor”), for the benefit of the parties identified as the Secured Parties on the signature page hereof (together with their respective successors and assigns, collectively, the “Secured Parties”).
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LEASE AGREEMENTLease Agreement • June 9th, 2005 • Five Star Quality Care Inc • Services-skilled nursing care facilities
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LEASE AGREEMENT (this “Amendment”) is made and entered into as of June 3, 2005 by and among each of the parties identified on the signature page hereof as landlord, as landlord (collectively, “Landlord”), and FIVE STAR QUALITY CARE TRUST, a Maryland business trust, as tenant (“Tenant”).
FIRST AMENDMENT OF LEASELease Agreement • June 9th, 2005 • Five Star Quality Care Inc • Services-skilled nursing care facilities
THIS FIRST AMENDMENT OF LEASE, is made and entered into as of May 17, 2005 by and among (i) each of the parties identified on the signature page hereof as landlord (collectively, “Landlord”), and (ii) FIVE STAR QUALITY CARE TRUST, a Maryland business trust, as tenant (“Tenant”).
SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 9th, 2005 • Five Star Quality Care Inc • Services-skilled nursing care facilities
THIS SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of June 3, 2005 by and among FIVE STAR QUALITY CARE, INC., a Maryland corporation (the “Purchaser”), and each of the Pennsylvania limited liability companies identified as a “Seller” on the signature page hereof (each, a “Seller” and, collectively, the “Sellers”).
FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 9th, 2005 • Five Star Quality Care Inc • Services-skilled nursing care facilities
THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of May 25, 2005 by and among FIVE STAR QUALITY CARE, INC., a Maryland corporation (the “Purchaser”), and each of the Pennsylvania limited liability companies identified as a “Seller” on the signature page hereof (each, a “Seller” and, collectively, the “Sellers”).
LOAN AGREEMENTLoan Agreement • June 9th, 2005 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Maryland
THIS LOAN AGREEMENT (this “Agreement”), dated as of June 3, 2005, is among Senior Housing Properties Trust, a Maryland real estate investment trust (“Lender”), with a principal place of business at 400 Centre Street, Newton, MA 02458, Five Star Quality Care, Inc., a Maryland corporation (“Borrower”), with a principal place of business at 400 Centre Street, Newton, MA 02458, Five Star Quality Care-GHV, LLC, a Maryland limited liability company and a wholly-owned indirect subsidiary of Borrower (“FVE/GHV”), with a principal place of business at 400 Centre Street, Newton, MA 02458, and Five Star Quality Care-MVSP, LLC, a Maryland limited liability company and a wholly-owned indirect subsidiary of Borrower (“FVE/MVSP”), with a principal place of business at 400 Centre Street, Newton, MA 02458.
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 9th, 2005 • Five Star Quality Care Inc • Services-skilled nursing care facilities
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of May 13, 2005 by and among FIVE STAR QUALITY CARE, INC., a Maryland corporation (the “Purchaser”), and each of the Pennsylvania limited liability companies identified as a “Seller” on the signature page hereof (each, a “Seller” and, collectively, the “Sellers”).
FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 9th, 2005 • Five Star Quality Care Inc • Services-skilled nursing care facilities
THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of May 27, 2005 by and among FIVE STAR QUALITY CARE, INC., a Maryland corporation (the “Purchaser”), and each of the Pennsylvania limited liability companies identified as a “Seller” on the signature page hereof (each, a “Seller” and, collectively, the “Sellers”).
GUARANTY AGREEMENTGuaranty Agreement • June 9th, 2005 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
THIS GUARANTY AGREEMENT (this “Agreement”), dated June 3, 2005, is executed and delivered by Five Star Quality Care-GHV, LLC and Five Star Quality Care-MVSP, LLC (each, a “Guarantor” and, collectively, the “Guarantors”), in favor of Senior Housing Properties Trust (“SNH”).
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 9th, 2005 • Five Star Quality Care Inc • Services-skilled nursing care facilities
THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of May 16, 2005 by and among FIVE STAR QUALITY CARE, INC., a Maryland corporation (the “Purchaser”), and each of the Pennsylvania limited liability companies identified as a “Seller” on the signature page hereof (each, a “Seller” and, collectively, the “Sellers”).
SECOND AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • June 9th, 2005 • Five Star Quality Care Inc • Services-skilled nursing care facilities
THIS SECOND AMENDMENT TO SECURITY AGREEMENT (this “Second Amendment”) is entered into as of this 17th day of May, 2005, by and among (i) FIVE STAR QUALITY CARE TRUST, a Maryland business trust (the “Tenant”), and (ii) each of the other parties identified on the signature page hereof (collectively, the “Secured Parties”).
