AMENDED AND RESTATED SHAREHOLDERS AGREEMENT by and among AFFILIATES INSURANCE COMPANY, FIVE STAR QUALITY CARE, INC., HOSPITALITY PROPERTIES TRUST, HRPT PROPERTIES TRUST, SENIOR HOUSING PROPERTIES TRUST, TRAVELCENTERS OF AMERICA LLC REIT MANAGEMENT &...Shareholders Agreement • February 19th, 2010 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Indiana
This Amended and Restated Shareholders Agreement (this “Agreement”), dated December 16, 2009, by and among Affiliates Insurance Company, an Indiana insurance company (the “Company”), Five Star Quality Care, Inc., a Maryland corporation (“FVE”), Hospitality Properties Trust, a Maryland real estate investment trust (“HPT”), HRPT Properties Trust, a Maryland real estate investment trust (“HRP”), Senior Housing Properties Trust, a Maryland real estate investment trust (“SNH”), TravelCenters of America LLC, a Delaware limited liability company (“TA”), Reit Management & Research LLC, a Delaware limited liability company (“RMR”, and together with FVE, HPT, HRP, SNH and TA, the “Original Shareholders”), and Government Properties Income Trust, a Maryland real estate investment trust (“GOV”, and together with the Original Shareholders, the “Shareholders”), amends and restates the Shareholders Agreement (the “Original Shareholders Agreement”), dated February 27, 2009 (the “Original Date”), by and
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 19th, 2010 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered March 10, 2004 (the “Effective Date”), by and between Five Star Quality Care, Inc., a Maryland Corporation (the “Company”), and Rosemary Esposito, R.N. (“Indemnitee”).
PARTIAL TERMINATION OF AND FIRST AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2)Master Lease Agreement • February 19th, 2010 • Five Star Quality Care Inc • Services-skilled nursing care facilities
THIS PARTIAL TERMINATION OF AND FIRST AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) (this “Amendment”) is made and entered into as of November 1, 2009 by and among each of the parties identified on the signature pages hereof as a landlord (collectively, “Landlord”) and each of the parties identified on the signature pages hereof as a tenant (jointly and severally, “Tenant”).
FIRST AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4)Master Lease Agreement • February 19th, 2010 • Five Star Quality Care Inc • Services-skilled nursing care facilities
THIS FIRST AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4) (this “Amendment”) is made and entered into as of October 1, 2009 by and among each of the parties identified on the signature pages hereof as a landlord (collectively, “Landlord”), and each of the parties identified on the signature pages hereof as a tenant (jointly and severally, “Tenant”).
Credit Line Agreement Borrower Agreement BY SIGNING BELOW, THE BORROWER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT:Credit Line Agreement • February 19th, 2010 • Five Star Quality Care Inc • Services-skilled nursing care facilities
ADDENDUM TO CREDIT LINE ACCOUNT APPLICATION AND AGREEMENTFive Star Quality Care Inc • February 19th, 2010 • Services-skilled nursing care facilities
This Addendum (this “Addendum”) is attached to, incorporated by reference into and is fully a part of the Credit Line Account Application and Agreement between UBS Bank USA (the “Bank”) and the borrower named in the signature area below (the “Borrower”), dated as of the date hereof (as amended or otherwise modified from time to time, the “Agreement”). This Addendum and the Agreement shall not become effective and binding upon the Bank until this Addendum has been executed by the Borrower and accepted by the Bank at its home office. Any conflict between the terms of the Agreement and this Addendum shall be resolved in accordance with the terms of this Addendum. Defined terms used herein to have the respective meanings set forth in the Agreement unless otherwise defined in this Addendum.
CONFIRMATION OF GUARANTEES AND CONFIRMATION OF AND AMENDMENT TO SECURITY AGREEMENTSMaster Lease Agreement • February 19th, 2010 • Five Star Quality Care Inc • Services-skilled nursing care facilities
THIS CONFIRMATION OF GUARANTEES AND CONFIRMATION OF AND AMENDMENT TO SECURITY AGREEMENTS (this “Confirmation”) is made as of October 1, 2009 among FIVE STAR QUALITY CARE, INC., a Maryland corporation (the “Guarantor”), FIVE STAR QUALITY CARE TRUST, a Maryland business trust, FIVE STAR QUALITY CARE — NS TENANT, LLC, a Maryland limited liability company, FS TENANT HOLDING COMPANY TRUST, a Maryland business trust (collectively, the “Tenant”), each of the parties identified on the signature page hereof as a subtenant (collectively, the “Subtenants”) and each of the parties identified on the signature page hereof as a landlord (collectively, the “Landlord”).
CONFIRMATION OF GUARANTEES AND CONFIRMATION OF AND AMENDMENT TO SECURITY AGREEMENTSMaster Lease Agreement • February 19th, 2010 • Five Star Quality Care Inc • Services-skilled nursing care facilities
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”).
SIXTH AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • February 19th, 2010 • Five Star Quality Care Inc • Services-skilled nursing care facilities • New York
THIS SIXTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) dated as of December 5, 2008 by and among FIVE STAR QUALITY CARE, INC. (the “Borrower”), each of the parties identified as “Guarantor” on the signature pages hereto (each a “Guarantor”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as Lender (the “Lender”).
ADDENDUM TO CREDIT LINE ACCOUNT APPLICATION AND AGREEMENTApplication and Agreement • February 19th, 2010 • Five Star Quality Care Inc • Services-skilled nursing care facilities
This Addendum (this “Addendum”) is attached to, incorporated by reference into and is fully a part of the Credit Line Account Application and Agreement between UBS Bank USA (the “Bank”) and Five Star Quality Care, Inc. (the “Borrower”) dated as of the date hereof (as amended or otherwise modified from time to time, collectively the “Agreement”). This Addendum and the Agreement shall not become effective and binding upon the Bank until this Addendum has been executed by the Borrower and accepted by the Bank at its home office. Any conflict between the terms of the Agreement and this Addendum shall be resolved in accordance with the terms of this Addendum. Defined terms used herein to have the respective meanings set forth in the Agreement unless otherwise defined in this Addendum.
