0001104659-11-041413 Sample Contracts

LEASE AGREEMENT, dated as of June 20, 2011, by and between SNH/LTA SE MCCARTHY NEW BERN LLC, AS LANDLORD, AND FVE SE MCCARTHY NEW BERN LLC, AS TENANT
Lease Agreement • July 28th, 2011 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts

THIS LEASE AGREEMENT is entered into as of June 20, 2011 (the “Commencement Date”) by and between SNH/LTA SE MCCARTHY NEW BERN LLC, as landlord (“Landlord”), and FVE SE MCCARTHY NEW BERN LLC, as tenant (“Tenant”).

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GUARANTY AGREEMENT (Lease for Parkwood Village)
Guaranty Agreement • July 28th, 2011 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts

THIS GUARANTY AGREEMENT (this “Guaranty”) is entered into as of June 23, 2011 by FIVE STAR QUALITY CARE, INC., a Maryland corporation (“Guarantor”), for the benefit of SNH/LTA SE WILSON LLC, a Delaware limited liability company (“Landlord”).

THIRD AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2)
Master Lease Agreement • July 28th, 2011 • Five Star Quality Care Inc • Services-skilled nursing care facilities

THIS THIRD AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) (this “Amendment”) is made and entered into as of June 20, 2011, 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”).

FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • July 28th, 2011 • 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 July 1, 2011, by and among FIVE STAR QUALITY CARE, INC., a Maryland corporation, as purchaser (the “Purchaser”), and RESIDENTIAL CARE II, L.L.C., an Indiana limited liability company, RESIDENTIAL CARE IV, L.L.C., an Indiana limited liability company, RESIDENTIAL CARE VI, L.L.C., an Indiana limited liability company, E&F REALTY CO., L.L.P., an Indiana limited liability partnership, AMERICAN SENIOR HOME CARE, L.L.C., an Indiana limited liability company, and AMERICAN SENIOR HOME CARE OF FT. WAYNE, L.L.C., an Indiana limited liability company (each individually, a “Seller” and, jointly and severally, the “Sellers”).

FOURTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2)
Master Lease Agreement • July 28th, 2011 • Five Star Quality Care Inc • Services-skilled nursing care facilities

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) (this “Amendment”) is made and entered into as of July 22, 2011, 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”).

JOINDER TO AND CONFIRMATION OF GUARANTEES AND JOINDER TO AND AMENDMENT AND CONFIRMATION OF SECURITY AGREEMENTS
Master Lease Agreement • July 28th, 2011 • Five Star Quality Care Inc • Services-skilled nursing care facilities

THIS JOINDER TO AND CONFIRMATION OF GUARANTEES AND JOINDER TO AND AMENDMENT TO AND CONFIRMATION OF SECURITY AGREEMENTS (this “Confirmation”) is made and entered into as of July 22, 2011, 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”).

CONFIRMATION OF GUARANTEES AND CONFIRMATION OF AND AMENDMENT TO SECURITY AGREEMENTS
Master Lease Agreement • July 28th, 2011 • 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 May 1, 2011 by and among FIVE STAR QUALITY CARE, INC., a Maryland corporation (“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 (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”).

JOINDER AND AMENDMENT TO AND CONFIRMATION OF GUARANTEES AND SECURITY AGREEMENTS
Guarantees and Security Agreements • July 28th, 2011 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts

THIS JOINDER AND AMENDMENT TO AND CONFIRMATION OF GUARANTEES AND SECURITY AGREEMENTS (this “Confirmation”) is made and entered into as of June 20, 2011, 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”).

JOINDER AND AMENDMENT TO AND CONFIRMATION OF GUARANTEES AND SECURITY AGREEMENTS
Guarantees and Security Agreements • July 28th, 2011 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts

THIS JOINDER AND AMENDMENT TO AND CONFIRMATION OF GUARANTEES AND SECURITY AGREEMENTS (this “Confirmation”) is made and entered into as of June 20, 2011, by and among FIVE STAR QUALITY CARE, INC., a Maryland corporation (“Guarantor”), FIVE STAR QUALITY CARE TRUST, a Maryland business trust (“FSQC Trust”), FIVE STAR QUALITY CARE — NS TENANT, LLC, a Maryland limited liability company, FS TENANT HOLDING COMPANY TRUST, a Maryland business trust (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”).

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