Exhibit 99.19
CONFIRMATION OF GUARANTEES AND
CONFIRMATION OF AND AMENDMENT TO SECURITY AGREEMENTS
THIS CONFIRMATION OF GUARANTEES AND CONFIRMATION OF AND AMENDMENT TO SECURITY AGREEMENTS (this “Confirmation”) is made and entered into as of October 1, 2009 by and among FIVE STAR QUALITY CARE, INC., a Maryland corporation (“Guarantor”), FIVE STAR QUALITY CARE TRUST, a Maryland business trust (“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”).
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. 1), dated as of August 4, 2009 (as the same may be amended, restated or otherwise modified from time to time, “Amended Lease No. 1”), Landlord leases to Tenant, and Tenant leases from Landlord, certain property, all as more particularly described in Amended Lease No. 1; and
WHEREAS, the payment and performance of all of the obligations of Tenant with respect to Amended Lease No. 1 are guaranteed by that certain Amended and Restated Guaranty Agreement (Lease No. 1), dated as of August 4, 2009, made by Guarantor for the benefit of Landlord (as the same may be amended, restated or otherwise modified from time to time, the “Parent Guarantee”) and that certain Amended and Restated Subtenant Guaranty Agreement (Lease No. 1), dated as of August 4, 2009, made by Subtenants for the benefit of Landlord (as the same may be amended, restated or otherwise modified from time to time, the “Subtenant Guarantee”; and, together with the Parent Guarantee, collectively, the “Guarantees”); and
WHEREAS, the payment and performance of all of the obligations of Tenant with respect to Amended Lease No. 1 are further secured by (i) that certain Amended and Restated Subtenant Security Agreement (Lease No. 1), dated as of August 4, 2009, by and among Subtenants and Landlords (as the same may be 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. 1), dated as of August 4, 2009, by and among Tenant and Landlord (as the same may be 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 Partial Termination of and First Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of the date hereof (the “First Amendment”), Amended Lease No. 1 is being partially terminated and amended to reflect the sale of a certain property having an address at 34 Northcrest Drive, Council Bluffs, Iowa, all as more particularly described in the First Amendment; and
WHEREAS, in connection with the foregoing, and as a condition precedent to the execution of the First Amendment by Landlord, Landlord has required that the parties hereto confirm that the Guarantees and the Security Agreements remain in full force and effect and apply to Amended Lease No. 1 as amended by the First Amendment; and
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. Amendment of Subtenant Security Agreement. The Subtenant Security Agreement is hereby amended by (a) replacing Exhibit A attached thereto with Schedule 1 attached hereto; and (b) replacing Schedule 2 attached thereto with Schedule 2 attached hereto.
2. Amendment of Tenant Security Agreement. The Tenant Security Agreement is hereby amended by replacing Schedule 2 attached thereto with Schedule 3 attached hereto.
3. Confirmation of Guarantees and Security Agreements. Each of the parties to the Guarantees and the Security Agreements hereby confirms that all references in the Guarantees and the Security Agreements to the “Amended Lease No. 1” shall refer to the Amended Lease No. 1 as amended by the First Amendment, and the Guarantees and the Security Agreements, as amended and confirmed hereby, are hereby ratified and confirmed in all respects.
4. 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 First Amendment, 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.
2
[Signatures on following pages.]
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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/ Francis R. Murphy III |
| | Francis R. Murphy III |
| | Treasurer |
| |
| |
| TENANT: |
| | |
| FIVE STAR QUALITY CARE TRUST |
| | |
| | |
| By: | /s/ Francis R. Murphy III |
| | Francis R. Murphy III |
| | Treasurer |
| SUBTENANTS: |
| |
| ANNAPOLIS HERITAGE PARTNERS, LLC, |
| COLUMBIA HERITAGE PARTNERS, LLC, |
| ENCINITAS HERITAGE PARTNERS, LLC, |
| FIVE STAR QUALITY CARE-AZ, LLC, |
| FIVE STAR QUALITY CARE-CA, 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, INC., |
| FIVE STAR QUALITY CARE-IA, LLC, |
| FIVE STAR QUALITY CARE-MN, LLC, |
| FIVE STAR QUALITY CARE-MO, LLC, |
| FIVE STAR QUALITY CARE-MS, LLC, |
| FIVE STAR QUALITY CARE-NE, LLC, |
| FIVE STAR QUALITY CARE-NE, INC., |
| FIVE STAR QUALITY CARE-VA, LLC, |
| FIVE STAR QUALITY CARE-WI, LLC, |
| FIVE STAR QUALITY CARE-WY, LLC, |
| FREDERICK HERITAGE PARTNERS, LLC, |
| HAGERSTOWN HERITAGE PARTNERS, LLC, |
| MORNINGSIDE OF BELMONT, LLC, |
| MORNINGSIDE OF GALLATIN, LLC, |
| NEWARK HERITAGE PARTNERS I, LLC, |
| NEWARK HERITAGE PARTNERS II, LLC, and |
| REDLANDS HERITAGE PARTNERS, LLC |
| |
| |
| By: | /s/ Francis R. Murphy III |
| | Francis R. Murphy III |
| | Treasurer of each of the foregoing entities |
| FRESNO HERITAGE PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP, and ROSEVILLE HERITAGE PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP |
| | |
| By: | Hamilton Place, LLC, |
| | General Partner of each of the foregoing entities |
| | |
| | |
| | By: | /s/ Francis R. Murphy III |
| | | Francis R. Murphy III |
| | | Treasurer |
| | |
| | |
| MORNINGSIDE OF COLUMBUS, L.P., MORNINGSIDE OF DALTON, LIMITED PARTNERSHIP, MORNINGSIDE OF EVANS, LIMITED PARTNERSHIP, and MORNINGSIDE OF KENTUCKY, LIMITED PARTNERSHIP |
| | |
| By: | LifeTrust America, Inc., |
| | General Partner of each of the foregoing entities |
| | |
| | |
| | By: | /s/ Francis R. Murphy III |
| | | Francis R. Murphy III |
| | | Treasurer |
| LANDLORD: |
| |
| SNH CHS PROPERTIES TRUST,
SPTIHS PROPERTIES TRUST,
SPTMNR PROPERTIES TRUST,
SNH/LTA PROPERTIES TRUST,
SNH/LTA PROPERTIES GA LLC, and
SNH SOMERFORD PROPERTIES TRUST |
| |
| |
| By: | /s/ David J. Hegarty |
| | David J. Hegarty |
| | President of each of the foregoing entities |
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-AZ, 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 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-CA, 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 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 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 August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
4. 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-IA, Inc., a Delaware corporation, 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 August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
5. 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-NE, Inc., a Delaware corporation, 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 August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
6. 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-WY, 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 August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
7. Sublease Agreement, dated June 23, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-MO, 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 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 Columbus, L.P., 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 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 November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Dalton, 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 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 November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Evans, 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 August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
11. Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as
sublandlord, and Morningside of Gallatin, 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 August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
12. 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 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 September 1, 2006, 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, 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 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 October 1, 2006, by and between Five Star Quality Care Trust, a Maryland business trust, as Sublandlord, and Five Star Quality Care-MS, 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 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. 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 August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
16. Second Amended and Restated Sublease Agreement, dated November 6, 2006, by and between Five Star Quality Care Trust, a Maryland business trust, as Sublandlord, and Morningside of Kentucky, 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 August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
17. Amended and Restated Sublease Agreement, dated January 1, 2007, by and between Five Star Quality Care Trust, a Maryland business trust, and Morningside of Belmont, LLC, a Delaware limited liability company, 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 August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
18. Second Amended and Restated Sublease Agreement, dated February 17, 2008, 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, 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 August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
19. Sublease Agreement, dated March 1, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-MN, 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 August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
20. Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Annapolis Heritage Partners, 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 August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
21. Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Columbia Heritage Partners, 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 August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
22. Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Encinitas Heritage Partners, 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 August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
23. Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Frederick Heritage Partners, 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 August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
24. Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Fresno Heritage Partners, A California 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 August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
25. Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Hagerstown Heritage Partners, 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 August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
26. Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Newark Heritage Partners I, 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 August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
27. Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Newark Heritage Partners 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 August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
28. Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Redlands Heritage Partners, 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 August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
29. Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Roseville Heritage Partners, A California 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 August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
30. 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-VA, LLC, a Delaware limited liability company, as subtenant.
31. 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.
32. Amended and Restarted Sublease Agreement, dated 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.
SCHEDULE 2
SCHEDULE 2
The Facilities
State: | | Facility: | | Subtenant: |
| | | | |
ARIZONA: | | LA MESA HEALTHCARE CENTER
2470 S. Arizona Avenue
Yuma, Arizona 85364 | | Five Star Quality Care-AZ, LLC |
| | | | |
| | SUNQUEST VILLAGE OF YUMA
265 E. 24th Street
Yuma, Arizona 85364 | | Five Star Quality Care-AZ, LLC |
| | | | |
CALIFORNIA: | | SOMERFORD PLACE - ENCINITAS
1350 S. El Camino Real
Encinitas, California 92024 | | Encinitas Heritage Partners, LLC |
| | | | |
| | SOMERFORD PLACE - FRESNO
6075 N. Marks Avenue
Fresno, California 93711 | | Fresno Heritage Partners, A California Limited Partnership |
| | | | |
| | LANCASTER HEALTHCARE CENTER
1642 West Avenue J
Lancaster, CA 93534 | | Five Star Quality Care-CA, LLC |
| | | | |
| | LEISURE POINTE 1371 Parkside Drive
San Bernardino, CA 92404 | | Five Star Quality Care-CA, LLC |
| | | | |
| | VAN NUYS HEALTH CARE CENTER
6835 Hazeltine Street
Van Nuys, CA 91405 | | Five Star Quality Care-CA, LLC |
| | | | |
| | SOMERFORD PLACE - REDLANDS
1319 Brookside Avenue
Redlands, California 92373 | | Redlands Heritage Partners, LLC |
| | | | |
| | SOMERFORD PLACE - ROSEVILLE
110 Sterling Court
Roseville, California 95661 | | Roseville Heritage Partners, A California Limited Partnership |
State: | | Facility: | | Subtenant: |
| | | | |
COLORADO: | | MANTEY HEIGHTS REHABILITATION & CARE CENTER 2825 Patterson Road Grand Junction, CO 81506 | | Five Star Quality Care-Colorado, LLC |
| | | | |
| | CHERRELYN HEALTHCARE CENTER 5555 South Elati Street Littleton, CO 80120 | | Five Star Quality Care-Colorado, LLC |
| | | | |
DELAWARE: | | SOMERFORD HOUSE AND SOMERFORD PLACE - NEWARK I & II 4175 Ogletown Road and 501 S. Harmony Road Newark, Delaware 19713 | | Newark Heritage Partners I, LLC and Newark Heritage Partners II, LLC |
| | | | |
FLORIDA: | | TUSCANY VILLA OF NAPLES (AKA BUENA VISTA) 8901 Tamiami Trail East Naples, Florida 34113 | | Five Star Quality Care-FL, LLC |
| | | | |
GEORGIA: | | COLLEGE PARK HEALTHCARE CENTER 1765 Temple Avenue College Park, GA 30337 | | Five Star Quality Care-GA, LLC |
| | | | |
| | MORNINGSIDE OF COLUMBUS 7100 South Stadium Drive Columbus, GA 31909 | | Morningside of Columbus, L.P. |
| | | | |
| | MORNINGSIDE OF DALTON 2470 Dug Gap Road Dalton, GA 30720 | | Morningside of Dalton, Limited Partnership |
| | | | |
| | MORNINGSIDE OF EVANS 353 N. Belair Road Evans, GA 30809 | | Morningside of Evans, Limited Partnership |
| | | | |
IOWA: | | UNION PARK HEALTH SERVICES 2401 E. 8th Street Des Moines, Iowa 50316 | | Five Star Quality Care-IA, Inc. |
| | | | |
| | PARK PLACE 114 East Green Street Glenwood, IA 51534 | | Five Star Quality Care-IA, Inc. |
State: | | Facility: | | Subtenant: |
| | | | |
| | PRAIRIE RIDGE CARE & REHABILITATION 608 Prairie Street Mediapolis, IA 52637 | | Five Star Quality Care-IA, LLC |
| | | | |
KENTUCKY: | | ASHWOOD PLACE 102 Leonardwood Frankfort, KY 40601 | | Morningside of Kentucky, Limited Partnership |
| | | | |
MARYLAND: | | SOMERFORD PLACE - ANNAPOLIS 2717 Riva Road Annapolis, Maryland 21401 | | Annapolis Heritage Partners, LLC |
| | | | |
| | SOMERFORD PLACE - COLUMBIA 8220 Snowden River Parkway Columbia, Maryland 21405 | | Columbia Heritage Partners, LLC |
| | | | |
| | SOMERFORD PLACE - FREDERICK 2100 Whittier Drive Frederick, Maryland 21702 | | Frederick Heritage Partners, LLC |
| | | | |
| | SOMERFORD PLACE - HAGERSTOWN 10114 and 10116 Sharpsburg Pike Hagerstown, Maryland 21740 | | Hagerstown Heritage Partners, LLC |
| | | | |
MINNESOTA: | | WELLSTEAD OF ROGERS 20500 and 20600 S. Diamond Lake Road Rogers, MN 55374 | | Five Star Quality Care-MN, LLC |
| | | | |
MISSISSIPPI: | | HERMITAGE GARDENS OF OXFORD 1488 Belk Boulevard Oxford, MS 38655 | | Five Star Quality Care-MS, LLC |
| | | | |
| | HERMITAGE GARDENS OF SOUTHAVEN 108 Clarington Drive Southaven, MS 38671 | | Five Star Quality Care-MS, LLC |
| | | | |
MISSOURI: | | ARBOR VIEW HEALTHCARE & REHABILITATION 1317 N. 36th Street St. Joseph, Missouri 64506 | | Five Star Quality Care-MO, LLC |
State: | | Facility: | | Subtenant: |
| | | | |
NEBRASKA: | | ASHLAND CARE CENTER 1700 Furnace Street Ashland, NE 68003 | | Five Star Quality Care-NE, LLC |
| | | | |
| | BLUE HILL CARE CENTER 414 North Wilson Street Blue Hill, NE 68930 | | Five Star Quality Care-NE, LLC |
| | | | |
| | CENTRAL CITY CARE CENTER 2720 South 17th Avenue Central City, NE 68462 | | Five Star Quality Care-NE, Inc. |
| | | | |
| | ROSEBROOK CARE CENTER 106 5th Street Edgar, Nebraska 68935 | | Five Star Quality Care-NE, Inc. |
| | | | |
| | GRETNA COMMUNITY CARE CENTER 700 South Highway 6 Gretna, NE 68028 | | Five Star Quality Care-NE, LLC |
| | | | |
| | SUTHERLAND CARE CENTER 333 Maple Street Sutherland, NE 69165 | | Five Star Quality Care-NE, LLC |
| | | | |
| | WAVERLY CARE CENTER 11041 North 137th Street Waverly, NE 68462 | | Five Star Quality Care-NE, LLC |
| | | | |
PENNSYLVANIA: | | ROLLING HILLS MANOR 600 Newport Drive Pittsburgh, Pennsylvania 15234 | | Five Star Quality Care-GHV, LLC |
| | | | |
| | RIDGEPOINTE ASSISTED LIVING 5301 Brownsville Road Pittsburgh, PA 15236 | | Five Star Quality Care-GHV, LLC |
| | | | |
| | MOUNT VERNON OF SOUTH PARK 1400 Riggs Road South Park, PA 15129 | | Five Star Quality Care-GHV, LLC |
| | | | |
TENNESSEE: | | MORNINGSIDE OF GALLATIN 1085 Hartsville Pike Gallatin, TN 37066 | | Morningside of Gallatin, LLC |
State: | | Facility: | | Subtenant: |
| | | | |
| | WALKING HORSE MEADOWS 207 Uffelman Drive Clarksville, TN 37043 | | Morningside of Belmont, LLC |
| | | | |
| | MORNINGSIDE OF BELMONT 1710 Magnolia Boulevard Nashville, TN 37212 | | Morningside of Belmont, LLC |
| | | | |
VIRGINIA: | | DOMINION VILLAGE AT CHESAPEAKE 2865 Forehand Drive Chesapeake, VA 23323 | | Five Star Quality Care-VA, LLC |
| | | | |
| | DOMINION VILLAGE AT WILLIAMSBURG 4132 Longhill Road Williamsburg, VA 23188 | | Five Star Quality Care-VA, LLC |
| | | | |
| | HEARTFIELDS AT RICHMOND 500 North Allen Avenue Richmond, VA 23220 | | Five Star Quality Care-VA, LLC |
| | | | |
WISCONSIN: | | BROOKFIELD REHAB & SPECIALTY (AKA) WOODLAND HEALTHCARE CENTER 18741 West Bluemound Road Brookfield, WI 53045 | | Five Star Quality Care-WI, LLC |
| | | | |
| | MEADOWMERE-SOUTHPORT ASSISTED LIVING 8350 and 8351 Sheridan Road Kenosha, WI 53143 | | Five Star Quality Care-WI, LLC |
| | | | |
| | MEADOWMERE-MADISON ASSISTED LIVING 5601 Burke Road Madison, WI 53718 | | Five Star Quality Care-WI, LLC |
| | | | |
| | SUNNY HILL HEALTH CARE CENTER 4325 Nakoma Road Madison, Wisconsin 53711 | | Five Star Quality Care-WI, LLC |
State: | | Facility: | | Subtenant: |
| | | | |
| | MITCHELL MANOR SENIOR LIVING 5301 West Lincoln Avenue West Allis, WI 53219 | | Five Star Quality Care-WI, LLC |
| | | | |
WYOMING: | | LARAMIE CARE CENTER 503 South 18th Street Laramie, WY 82070 | | Five Star Quality Care-WY, LLC |
SCHEDULE 3
SCHEDULE 2
THE FACILITIES
ARIZONA:
LA MESA HEALTHCARE CENTER
2470 S. Arizona Avenue
Yuma, Arizona 85364
SUNQUEST VILLAGE OF YUMA
265 E. 24th Street
Yuma, Arizona 85364
CALIFORNIA:
SOMERFORD PLACE - ENCINITAS
1350 S. El Camino Real
Encinitas, California 92024
SOMERFORD PLACE - FRESNO
6075 N. Marks Avenue
Fresno, California 93711
LANCASTER HEALTHCARE CENTER
1642 West Avenue J
Lancaster, California 93534
SOMERFORD PLACE - REDLANDS
1319 Brookside Avenue
Redlands, California 92373
SOMERFORD PLACE - ROSEVILLE
110 Sterling Court
Roseville, California 95661
LEISURE POINTE
1371 Parkside Drive
San Bernardino, California 92404
VAN NUYS HEALTH CARE CENTER
6835 Hazeltine Street
Van Nuys, California 91405
COLORADO:
MANTEY HEIGHTS REHABILITATION & CARE CENTER
2825 Patterson Road
Grand Junction, Colorado 81506
CHERRELYN HEALTHCARE CENTER
5555 South Elati Street
Littleton, Colorado 80120
DELAWARE:
SOMERFORD HOUSE AND SOMERFORD PLACE - NEWARK I & II
4175 Ogletown Road and 501 S. Harmony Road
Newark, Delaware 19713
FLORIDA:
TUSCANY VILLA OF NAPLES (AKA BUENA VISTA)
8901 Tamiami Trail East
Naples, Florida 34113
GEORGIA:
COLLEGE PARK HEALTHCARE CENTER
1765 Temple Avenue
College Park, Georgia 30337
MORNINGSIDE OF COLUMBUS
7100 South Stadium Drive
Columbus, Georgia 31909
MORNINGSIDE OF DALTON
2470 Dug Gap Road
Dalton, Georgia 30720
MORNINGSIDE OF EVANS
353 N. Belair Road
Evans, Georgia 30809
IOWA:
UNION PARK HEALTH SERVICES
2401 E. 8th Street
Des Moines, Iowa 50316
PARK PLACE
114 East Green Street
Glenwood, Iowa 51534
PRAIRIE RIDGE CARE & REHABILITATION
608 Prairie Street
Mediapolis, Iowa 52637
KENTUCKY:
ASHWOOD PLACE
102 Leonardwood
Frankfort, Kentucky 40601
MARYLAND:
SOMERFORD PLACE - ANNAPOLIS
2717 Riva Road
Annapolis, Maryland 21401
SOMERFORD PLACE - COLUMBIA
8220 Snowden River Parkway
Columbia, Maryland 21405
SOMERFORD PLACE - FREDERICK
2100 Whittier Drive
Frederick, Maryland 21702
SOMERFORD PLACE - HAGERSTOWN
10114 and 10116 Sharpsburg Pike
Hagerstown, Maryland 21740
MINNESOTA:
WELLSTEAD OF ROGERS
20500 and 20600 S. Diamond Lake Road
Rogers, Minnesota 55374
MISSISSIPPI:
HERMITAGE GARDENS OF OXFORD
1488 Belk Boulevard
Oxford, Mississippi 38655
HERMITAGE GARDENS OF SOUTHAVEN
108 Clarington Drive
Southaven, Mississippi 38671
MISSOURI:
ARBOR VIEW HEALTHCARE & REHABILITATION
1317 N. 36th Street
St. Joseph, Missouri 64506
NEBRASKA:
ASHLAND CARE CENTER
1700 Furnace Street
Ashland, Nebraska 68003
BLUE HILL CARE CENTER
414 North Wilson Street
Blue Hill, Nebraska 68930
CENTRAL CITY CARE CENTER
2720 South 17th Avenue
Central City, Nebraska 68826
ROSEBROOK CARE CENTER
106 5th Street
Edgar, Nebraska 68935
GRETNA COMMUNITY LIVING CENTER
700 South Highway 6
Gretna, Nebraska 68028
SUTHERLAND CARE CENTER
333 Maple Street
Sutherland, Nebraska 69165
WAVERLY CARE CENTER
11041 North 137th Street
Waverly, Nebraska 68462
PENNSYLVANIA:
ROLLING HILLS MANOR
600 Newport Drive
Pittsburgh, Pennsylvania 15234
RIDGEPOINTE ASSISTED LIVING
5301 Brownsville Road
Pittsburgh, Pennsylvania 15236
MOUNT VERNON OF SOUTH PARK
1400 Riggs Road
South Park, Pennsylvania 15129
TENNESSEE:
MORNINGSIDE OF GALLATIN
1085 Hartsville Pike
Gallatin, Tennessee 37066
WALKING HORSE MEADOWS
207 Uffelman Drive
Clarksville, Tennessee 37043
MORNINGSIDE OF BELMONT
1710 Magnolia Boulevard
Nashville, Tennessee 37212
VIRGINIA:
DOMINION VILLAGE OF CHESAPEAKE
2865 Forehand Drive
Chesapeake, Virginia 23323
DOMINION VILLAGE OF WILLIAMSBURG
4132 Longhill Road
Williamsburg, Virginia 23188
HEARTFIELDS AT RICHMOND
500 North Allen Avenue
Richmond, Virginia 23220
WISCONSIN:
BROOKFIELD REHAB & SPECIALTY (AKA) WOODLAND HEALTHCARE CENTER
18741 West Bluemound Road
Brookfield, Wisconsin 53045
MEADOWMERE-SOUTHPORT ASSISTED LIVING
8350 and 8351 Sheridan Road
Kenosha, Wisconsin 53143
MEADOWMERE-MADISON ASSISTED LIVING
5601 Burke Road
Madison, Wisconsin 53718
SUNNY HILL HEALTH CARE CENTER
4325 Nakoma Road
Madison, Wisconsin 53711
MITCHELL MANOR SENIOR LIVING
5301 West Lincoln Avenue
West Allis, Wisconsin 53219
WYOMING:
LARAMIE CARE CENTER
503 South 18th Street
Laramie, Wyoming 82070
