0001104659-12-072323 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 30th, 2012 • 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”).

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FOURTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4)
Master Lease Agreement • October 30th, 2012 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4) (this “Amendment”) is made and entered into as of August 31, 2012 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”).

POOLING AGREEMENT
Pooling Agreement • October 30th, 2012 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts

THIS POOLING AGREEMENT (this “Agreement”) is made as of August 31, 2012, by and among FVE IL Managers, Inc. (“Manager”) and the parties listed on Schedule A (each an “Owner” and collectively, “Owners”).

MANAGEMENT AGREEMENT FOR FIVE STAR PREMIER RESIDENCES IN YONKERS AUGUST 31, 2012
Management Agreement • October 30th, 2012 • Five Star Quality Care Inc • Services-skilled nursing care facilities • New York

THIS MANAGEMENT AGREEMENT (“Agreement”) is entered into as of August 31, 2012, by and between FVE Managers, Inc., a Maryland corporation (“Manager”), and D&R Yonkers LLC, a Delaware limited liability company (“Licensee”).

JOINDER TO, AMENDMENT AND CONFIRMATION OF GUARANTEES AND SECURITY AGREEMENTS (Amended Lease No. 2)
Guarantees and Security Agreements • October 30th, 2012 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts

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”).

PARTIAL TERMINATION OF AND AMENDMENT NO. 2 TO AMENDED AND RESTATED MASTER LEASE AGREEMENT
Master Lease Agreement • October 30th, 2012 • Five Star Quality Care Inc • Services-skilled nursing care facilities

THIS PARTIAL TERMINATION OF AND AMENDMENT NO. 2 TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (this “Amendment”) is made as of August 31, 2012 by and among SNH FM FINANCING LLC, a Delaware limited liability company, SNH FM FINANCING TRUST, a Maryland real estate investment trust, and ELLICOTT CITY LAND I, LLC, a Delaware limited liability company, collectively as landlord (“Landlord”), and FVE FM FINANCING, INC., a Maryland corporation, as tenant (“Tenant”).

JOINDER TO, AMENDMENT AND CONFIRMATION OF GUARANTEES AND SECURITY AGREEMENTS (Amended Lease No. 4)
Guarantees and Security Agreements • October 30th, 2012 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts

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”).

FIFTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2)
Master Lease Agreement • October 30th, 2012 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) (this “Amendment”) is made and entered into as of August 31, 2012, 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”).

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