Exhibit 99.2
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 August 1, 2010 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”).
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. 2), dated as of August 4, 2009 (as the same may be amended, restated or otherwise modified from time to time, the “Amended Lease No. 2”), Landlord leases to Tenant, and Tenant leases from Landlord, certain property, all as more particularly described in Amended Lease No. 2; and
WHEREAS, the payment and performance of all of the obligations of Tenant with respect to Amended Lease No. 2 are guaranteed by that certain Amended and Restated Guaranty Agreement (Lease No. 2), 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 “Guaranty”) and that certain Amended and Restated Subtenant Guaranty Agreement (Lease No. 2), 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 Guaranty”; and, together with Guaranty, collectively, the “Guaranty”); and
WHEREAS, the payment and performance of all of the obligations of Tenant with respect to Amended Lease No. 2 are further secured by (i) that certain Amended and Restated Subtenant Security Agreement (Lease No. 2), dated as of August 4, 2009, by and among Subtenants and Landlord (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. 2), 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 Second Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of the date hereof (the “Second Amendment”), Amended Lease No. 2 is being partially terminated and amended to reflect the sale of the following properties: (i) the Ainsworth Care Center located at 143 North Fullerton, Ainsworth, Nebraska and more particularly described on Exhibit A-30 to Amended Lease No. 2 (the “Ainsworth Property”), (ii) the Exeter Care Center located at 425 South Empire Avenue, Exeter, Nebraska and more particularly described on Exhibit A-32 to Amended Lease No. 2 (the “Exeter Property”) and (iii) Logan Valley Manor located at 1035 Diamond Street, Lyons, Nebraska and more particularly described on Exhibit A-34 to Amended Lease No. 2 (the “Logan Valley Manor Property” and, together with the Ainsworth Property and the Exeter Property, collectively, the “Nebraska Sale Properties”)all as more particularly described in the Second Amendment; and
WHEREAS, in connection with the partial termination of Amended Lease No. 2 with respect to the Nebraska Properties pursuant to the Second Amendment, (i) Five Star Quality Care Trust and Five Star Quality Care-NE, Inc. are entering into that certain Amended and Restated Sublease Agreement to reflect (among other things) the termination of their sublease with respect to the Exeter Property and (ii) Five Star Quality Care Trust and Five Star Quality Care-NE, LLC are entering into that certain Amended and Restated Sublease Agreement to reflect the termination of their sublease with respect to the Ainsworth Property and the Logan Valley Manor Property; and
WHEREAS, in connection with the foregoing, and as a condition precedent to the execution of the Second 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. 2 as amended by the Second Amendment;
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 Exhibit A attached hereto; (b) replacing Schedule 1 attached thereto with Schedule 1 attached hereto; (c) and replacing Schedule 2 attached thereto with Schedule 2 attached hereto.
2
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 “Amended Lease No. 2” shall refer to Amended Lease No. 2 as amended by the Second 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 Second 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.
[Signatures on following pages.]
3
IN WITNESS WHEREOF, the parties hereto have caused this Confirmation to be duly executed as a sealed instrument as of the date first above written.
| GUARANTOR: |
| |
| FIVE STAR QUALITY CARE, INC. |
| | |
| | |
| By: | /s/ Paul V. Hoagland |
| | Paul V. Hoagland |
| | Treasurer |
| | |
| | |
| TENANT: |
| |
| FIVE STAR QUALITY CARE TRUST, |
| FS TENANT HOLDING COMPANY TRUST, |
| FS COMMONWEALTH LLC, and |
| FS PATRIOT LLC |
| | |
| | |
| By: | /s/ Paul V. Hoagland |
| | Paul V. Hoagland |
| | Treasurer of each of the foregoing entities |
| SUBTENANTS: |
| |
| FIVE STAR QUALITY CARE-CA II, LLC, |
| FIVE STAR QUALITY CARE-COLORADO, LLC, |
| FIVE STAR QUALITY CARE-GA, LLC, |
| FIVE STAR QUALITY CARE-GHV, LLC, |
| FIVE STAR QUALITY CARE-IA, LLC, |
| FIVE STAR QUALITY CARE-IN, LLC, |
| FIVE STAR QUALITY CARE-KS, LLC, |
| FIVE STAR QUALITY CARE-MD, LLC, |
| FIVE STAR QUALITY CARE-MO, LLC, |
| FIVE STAR QUALITY CARE-NE, INC., |
| FIVE STAR QUALITY CARE-NE, LLC, |
| FIVE STAR QUALITY CARE-TX, LLC, |
| FIVE STAR QUALITY CARE-WI, LLC, |
| FS LAFAYETTE TENANT TRUST, |
| FS LEISURE PARK TENANT TRUST, |
| FS LEXINGTON TENANT TRUST, |
| FS TENANT POOL I TRUST, |
| FS TENANT POOL II TRUST, |
| FS TENANT POOL III TRUST, |
| FS TENANT POOL IV TRUST, and |
| FSQC-AL, LLC |
| |
| |
| By: | /s/ Paul V. Hoagland |
| | Paul V. Hoagland |
| | Treasurer of each of the foregoing entities |
| | |
| MORNINGSIDE OF ANDERSON, L.P., and MORNINGSIDE OF ATHENS, LIMITED PARTNERSHIP |
| |
| By: | LifeTrust America, Inc., |
| | General Partner of each of the foregoing entities |
| | |
| | |
| | By: | /s/ Paul V. Hoagland |
| | | Paul V. Hoagland |
| | | Treasurer of both of the foregoing entities |
| | | | |
| LANDLORD: |
| |
| CCC FINANCING I TRUST, |
| CCC INVESTMENTS I, L.L.C., |
| CCC OF KENTUCKY TRUST, |
| CCC PUEBLO NORTE TRUST, |
| CCDE SENIOR LIVING LLC, |
| CCOP SENIOR LIVING LLC, |
| HRES1 PROPERTIES TRUST, |
| O.F.C. CORPORATION, |
| SNH CHS PROPERTIES TRUST, |
| SNH SOMERFORD PROPERTIES TRUST, |
| SNH/LTA PROPERTIES GA LLC, |
| SNH/LTA PROPERTIES TRUST, |
| SPTIHS PROPERTIES TRUST, and |
| SPTMNR PROPERTIES TRUST |
| |
| By: | /s/ David J. Hegarty |
| | David J. Hegarty |
| | President of each of the foregoing entities |
| | |
| LEISURE PARK VENTURE LIMITED PARTNERSHIP |
| | |
| By: | CCC Leisure Park Corporation, |
| | its General Partner |
| | |
| | By: | /s/ David J. Hegarty |
| | | David J. Hegarty |
| | | President |
| | |
| CCC RETIREMENT COMMUNITIES II, L.P. |
| |
| By: | Crestline Ventures LLC, |
| | its General Partner |
| | |
| | By: | /s/ David J. Hegarty |
| | | David J. Hegarty |
| | | President |
| |
| CCC FINANCING LIMITED, L.P. |
| |
| By: | CCC Retirement Trust, |
| | its General Partner |
| | |
| | By: | /s/ David J. Hegarty |
| | | David J. Hegarty |
| | | President |
| |
| | | | |
EXHIBIT A
REPLACEMENT EXHIBIT A
FOR SUBTENANT SECURITY AGREEMENT
(See attached copy.)
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-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 as of 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-KS, 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 as of 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 January 11, 2002, by and between FS Tenant Holding Company Trust, a Maryland business trust, and FS Leisure Park Tenant Trust, a Maryland business trust, as amended by that certain Letter Agreement dated June 30, 2008 by and among FS Tenant Holding Company 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 August 4, 2009, by and among FS Tenant Holding Company Trust, as sublandlord and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
4. Sublease Agreement, dated January 11, 2002, by and between FS Tenant Holding Company Trust, a Maryland business trust,
and FS Lafayette Tenant Trust, a Maryland business trust, as amended by that certain Letter Agreement dated June 30, 2008 by and among FS Tenant Holding Company 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 August 4, 2009, by and among FS Tenant Holding Company Trust, as sublandlord and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
5. Sublease Agreement, dated January 11, 2002, by and between FS Tenant Holding Company Trust, a Maryland business trust, and FS Lexington Tenant Trust, a Maryland business trust, as amended by that certain Letter Agreement dated June 30, 2008 by and among FS Tenant Holding Company 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 August 4, 2009, by and among FS Tenant Holding Company Trust, as sublandlord and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
6. Sublease Agreement, dated January 11, 2002, by and between FS Tenant Holding Company Trust, a Maryland business trust, and FS Tenant Pool IV Trust, a Maryland business trust, as amended by that certain Letter Agreement dated June 30, 2008 by and among FS Tenant Holding Company 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 August 4, 2009, by and among FS Tenant Holding Company Trust, as sublandlord and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
7. Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Anderson, 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 as of 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 Athens, 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 as of 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 May 6, 2005, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-CA 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 as of 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 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 as of 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. 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 as of 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 February 7, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as
sublandlord, and Five Star Quality Care-TX, 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 as of 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 August 1, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and FSQC-AL, LLC, as subtenant, as further amended by that certain Letter Agreement dated as of 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 November 1, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-IN, LLC, as subtenant, as further amended by that certain Letter Agreement dated as of 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. 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-MD, LLC, a Delaware limited liability company, as subtenant.
16. 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.
17. Amended and Restated Sublease Agreement, dated as of August 4, 2009, by and between FS Tenant Holding Company Trust, a Maryland business trust, as sublandlord and FS Tenant Pool I Trust, a Maryland business trust, as subtenant.
18. Amended and Restated Sublease Agreement, dated as of August 4, 2009, by and between FS Tenant Holding Company Trust, a Maryland business trust, as sublandlord, and FS Tenant Pool II Trust, a Maryland business trust, as subtenant.
19. Amended and Restated Sublease Agreement, dated as of August 4, 2009, by and between FS Tenant Holding Company Trust, a Maryland business trust, as sublandlord, and FS Tenant Pool III Trust, a Maryland business trust, as subtenant.
20. Amended and Restated Sublease Agreement, dated August 1, 2010, but effective 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, a Delaware limited liability company, as subtenant.
21. Amended and Restated Sublease Agreement, dated August 1, 2010, 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.
22. Amended and Restated Sublease Agreement, dated August 1, 2010, 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.
SCHEDULE 1
REPLACEMENT SCHEDULE 1
FOR SUBTENANT SECURITY AGREEMENT
(See attached copy.)
SCHEDULE 1
Subtenant Name, Organizational Structure
& Corporate Identification Number: | | Chief Executive Office &
Principal Place of Business: | | Other
Names |
Five Star Quality Care-CA II, LLC, a Delaware limited liability company No. | | 400 Centre Street Newton, MA 02458 | | None. |
| | | | |
Five Star Quality Care-Colorado, LLC, a Delaware limited liability company No. | | 400 Centre Street Newton, MA 02458 | | SHOPCO-Colorado, LLC |
| | | | |
Five Star Quality Care-GA, LLC, a Delaware limited liability company No. | | 400 Centre Street Newton, MA 02458 | | SHOPCO-GA, LLC |
| | | | |
Five Star Quality Care-GHV, LLC, a Maryland limited liability company No. | | 400 Centre Street Newton, MA 02458 | | None. |
| | | | |
Five Star Quality Care-IA, LLC, a Delaware limited liability company No. | | 400 Centre Street Newton, MA 02458 | | SHOPCO-IA, LLC |
| | | | |
Five Star Quality Care-IN, LLC, a Maryland limited liability company No. | | 400 Centre Street Newton, MA 02458 | | None. |
| | | | |
Five Star Quality Care-KS, LLC, a Delaware limited liability company No. | | 400 Centre Street Newton, MA 02458 | | SHOPCO-KS, LLC |
| | | | |
Five Star Quality Care-MD, LLC, a Delaware limited liability company No. | | 400 Centre Street Newton, MA 02458 | | None. |
| | | | |
Five Star Quality Care-NE, Inc., a Delaware corporation No. | | 400 Centre Street Newton, MA 02458 | | SHOPCO-NE, Inc. |
| | | | |
Five Star Quality Care-NE, LLC, a Delaware limited liability company No. | | 400 Centre Street Newton, MA 02458 | | SHOPCO-NE, LLC |
| | | | |
Five Star Quality Care-TX, LLC, a Maryland limited liability company No. | | 400 Centre Street Newton, MA 02458 | | None. |
| | | | |
Five Star Quality Care-WI, LLC, a Delaware limited liability company No. | | 400 Centre Street Newton, MA 02458 | | SHOPCO-WI, LLC |
| | | | |
FS Lafayette Tenant Trust, a Maryland business trust No: MD B06518989 | | 400 Centre Street Newton, MA 02458 | | None. |
| | | | |
FS Leisure Park Tenant Trust, a Maryland business trust No: MD B06547053 | | 400 Centre Street Newton, MA 02458 | | None. |
| | | | |
FS Lexington Tenant Trust, a Maryland business trust No: MD B06519029 | | 400 Centre Street Newton, MA 02458 | | None. |
| | | | |
FS Tenant Pool I Trust, a Maryland business trust No: MD B06519011 | | 400 Centre Street Newton, MA 02458 | | None. |
| | | | |
FS Tenant Pool II Trust, a Maryland business trust No: MD B06518146 | | 400 Centre Street Newton, MA 02458 | | None. |
| | | | |
FS Tenant Pool III Trust, a Maryland business trust No: MD B06519037 | | 400 Centre Street Newton, MA 02458 | | None. |
Subtenant Name, Organizational Structure
& Corporate Identification Number: | | Chief Executive Office &
Principal Place of Business: | | Other
Names |
FS Tenant Pool IV Trust, a Maryland business trust No: MD B06519045 | | 400 Centre Street Newton, MA 02458 | | None. |
| | | | |
FSQC-AL, LLC, a Maryland limited liability company No. | | 400 Centre Street Newton, MA 02458 | | None. |
| | | | |
Morningside of Anderson, L.P., a Delaware limited partnership No. | | 400 Centre Street Newton, MA 02458 | | None. |
| | | | |
Morningside of Athens, Limited Partnership, a Delaware limited partnership No. | | 400 Centre Street Newton, MA 02458 | | None. |
SCHEDULE 2
REPLACEMENT SCHEDULE 2
FOR SUBTENANT SECURITY AGREEMENT
(See attached copy.)
SCHEDULE 2
The Facilities
State | | Facility | | Subtenant |
| | | | |
ALABAMA: | | ASHTON GABLES IN RIVERCHASE 2184 Parkway Lake Drive Birmingham, Alabama 35244 | | FSQC-AL, LLC |
| | | | |
| | LAKEVIEW ESTATES 2634 Valleydale Road Birmingham, Alabama 35244 | | FSQC-AL, LLC |
| | | | |
ARIZONA: | | THE FORUM AT PUEBLO NORTE 7090 East Mescal Street Scottsdale, AZ 85254 | | FS Tenant Pool II Trust |
| | | | |
CALIFORNIA: | | LA SALETTE HEALTH AND REHABILITATION CENTER 537 East Fulton Street Stockton, California 95204 | | Five Star Quality Care-CA II, LLC |
| | | | |
| | THOUSAND OAKS HEALTHCARE CENTER 93 W. Avenida de Los Arboles Thousand Oaks, California 91360 | | Five Star Quality Care-CA II, LLC |
| | | | |
COLORADO: | | SKYLINE RIDGE NURSING & REHABLITATION CENTER 515 Fairview Avenue Canon City, Colorado 81212 | | Five Star Quality Care-Colorado, LLC |
| | | | |
| | SPRINGS VILLAGE CARE CENTER 110 West Van Buren Street Colorado Springs, Colorado 80907 | | Five Star Quality Care-Colorado, LLC |
| | | | |
| | WILLOW TREE CARE CENTER 2050 South Main Street Delta, Colorado 81416 | | Five Star Quality Care-Colorado, LLC |
| | | | |
| | CEDARS HEALTHCARE CENTER 1599 Ingalls Street Lakewood, Colorado 80214 | | Five Star Quality Care-Colorado, LLC |
State | | Facility | | Subtenant |
| | | | |
DELAWARE: | | MILLCROFT 225 Possum Park Road Newark, Delaware 19711 | | FS Tenant Pool I Trust |
| | | | |
| | FORWOOD MANOR 1912 Marsh Road Wilmington, Delaware 19810 | | FS Tenant Pool II Trust |
| | | | |
| | FOULK MANOR SOUTH 407 Foulk Road Wilmington, Delaware 19803 | | FS Tenant Pool IV Trust |
| | | | |
| | SHIPLEY MANOR 2733 Shipley Road Wilmington, DE 19810 | | FS Tenant Pool I Trust |
| | | | |
FLORIDA: | | FORUM AT DEER CREEK 3001 Deer Creek Country Club Boulevard Deerfield Beach, Florida 33442 | | FS Tenant Pool III Trust |
| | | | |
| | SPRINGWOOD COURT 12780 Kenwood Lane Fort Myers, Florida 33907 | | FS Tenant Pool IV Trust |
| | | | |
| | FOUNTAINVIEW 111 Executive Center Drive West Palm Beach, Florida 33401 | | FS Tenant Pool II Trust |
| | | | |
GEORGIA: | | MORNINGSIDE OF ATHENS 1291 Cedar Shoals Drive Athens, Georgia 30605 | | Morningside of Athens, Limited Partnership |
| | | | |
| | SENIOR LIVING OF MARSH VIEW 7410 Skidway Road Savannah, Georgia 31406 | | Five Star Quality Care-GA, LLC |
| | | | |
INDIANA: | | MEADOWOOD RETIREMENT COMMUNITY 2455 Tamarack Trail Bloomington, Indiana 47408 | | Five Star Quality Care-IN, LLC |
State | | Facility | | Subtenant |
| | | | |
IOWA: | | PACIFIC PLACE 20937 Kane Avenue Pacific Junction, Iowa 51561 | | Five Star Quality Care-IA, LLC |
| | | | |
| | WEST BRIDGE CARE & REHABILITATION 1015 West Summit Street Winterset, Iowa 50273 | | Five Star Quality Care-IA, LLC |
| | | | |
KANSAS: | | WOODHAVEN CARE CENTER 510 W. 7th Street Ellinwood, Kansas 67526 | | Five Star Quality Care-KS, LLC |
| | | | |
KENTUCKY: | | LAFAYETTE AT COUNTRY PLACE 690 Mason Headley Road Lexington, Kentucky 40504 | | FS Lafayette Tenant Trust |
| | | | |
| | LEXINGTON AT COUNTRY PLACE 700 Mason Headley Road Lexington, Kentucky 40504 | | FS Lexington Tenant Trust |
| | | | |
MARYLAND: | | HEARTFIELDS AT BOWIE 7600 Laurel Bowie Road Bowie, Maryland 20715 | | Five Star Quality Care-MD, LLC |
| | | | |
| | HEARTFIELDS AT FREDERICK 1820 Latham Drive Frederick, Maryland 21701 | | Five Star Quality Care-MD, LLC |
| | | | |
NEBRASKA: | | MORYS HAVEN 1112 15th Street Columbus, Nebraska 68601 | | Five Star Quality Care-NE, Inc. |
| | | | |
| | WEDGEWOOD CARE CENTER 800 Stoeger Drive Grand Island, Nebraska 68803 | | Five Star Quality Care-NE, LLC |
| | | | |
| | CRESTVIEW HEALTH CARE CENTER 1100 West First Street Milford, Nebraska 68405 | | Five Star Quality Care-NE, LLC |
| | | | |
| | UTICA COMMUNITY CARE CENTER 1350 Centennial Avenue Utica, Nebraska 68456 | | Five Star Quality Care-NE, Inc. |
State | | Facility | | Subtenant |
| | | | |
NEW JERSEY: | | LEISURE PARK 1400 Route 70 Lakewood, New Jersey 08701 | | FS Leisure Park Tenant Trust |
| | | | |
PENNSYLVANIA: | | FRANCISCAN MANOR 71 Darlington Road Patterson Township, Beaver Falls, Pennsylvania 15010 | | Five Star Quality Care-GHV, LLC |
| | | | |
| | MOUNT VERNON OF ELIZABETH 145 Broadlawn Drive Elizabeth, Pennsylvania 15037 | | Five Star Quality Care-GHV, LLC |
| | | | |
| | OVERLOOK GREEN 5250 Meadowgreen Drive Whitehall, Pennsylvania 15236 | | Five Star Quality Care-GHV, LLC |
| | | | |
SOUTH CAROLINA: | | MORNINGSIDE OF ANDERSON 1304 McLees Road Anderson, South Carolina 29621 | | Morningside of Anderson, L.P. |
| | | | |
| | MYRTLE BEACH MANOR 9547 Highway 17 North Myrtle Beach, South Carolina 29572 | | FS Tenant Pool I Trust |
| | | | |
TEXAS: | | HERITAGE PLACE AT BOERNE 120 Crosspoint Drive Boerne, Texas 78006 | | Five Star Quality Care-TX, LLC |
| | | | |
| | FORUM AT PARK LANE 7831 Park Lane Dallas, Texas 75225 | | FS Tenant Pool III Trust |
| | | | |
| | HERITAGE PLACE AT FREDERICKSBURG 96 Frederick Road Fredericksburg, Texas 78624 | | Five Star Quality Care-TX, LLC |
State | | Facility | | Subtenant |
| | | | |
WISCONSIN: | | GREENTREE HEALTH & REHABILITATION CENTER 70 Greentree Road Clintonville, Wisconsin 54929 | | Five Star Quality Care-WI, LLC |
| | | | |
| | PINE MANOR HEALTH CARE CENTER Village of Embarrass 1625 East Main Street Clintonville, Wisconsin 54929 | | Five Star Quality Care-WI, LLC |
| | | | |
| | MANORPOINTE-OAK CREEK INDEPENDENT SENIOR APARTMENTS AND MEADOWMERE/MITCHELL MANOR-OAK CREEK ASSISTED LIVING 700 East Stonegate Drive and 701 East Peutz Road Oak Creek, Wisconsin 53154 | | Five Star Quality Care-WI, LLC |
| | | | |
| | RIVER HILLS WEST HEALTHCARE CENTER 321 Riverside Drive Pewaukee, Wisconsin 53072 | | Five Star Quality Care-WI, LLC |
| | | | |
| | THE VIRGINIA HEALTH & REHABILITATION CENTER 1451 Cleveland Avenue Waukesha, Wisconsin 53186 | | Five Star Quality Care-WI, LLC |
SCHEDULE 3
REPLACEMENT SCHEDULE 2
FOR TENANT SECURITY AGREEMENT
(See attached copy.)
SCHEDULE 2
THE FACILITIES
ALABAMA:
ASHTON GABLES IN RIVERCHASE
2184 Parkway Lake Drive
Birmingham, Alabama 35244
LAKEVIEW ESTATES
2634 Valleydale Road
Birmingham, Alabama 35244
ARIZONA:
THE FORUM AT PUEBLO NORTE
7090 East Mescal Street
Scottsdale, Arizona 85254
CALIFORNIA:
LA SALETTE HEALTH AND REHABILITATION CENTER
537 East Fulton Street
Stockton, California 95204
THOUSAND OAKS HEALTHCARE CENTER
93 W. Avenida de Los Arboles
Thousand Oaks, California 91360
COLORADO:
SKYLINE RIDGE NURSING & REHABLITATION CENTER
515 Fairview Avenue
Canon City, Colorado 81212
SPRINGS VILLAGE CARE CENTER
110 West Van Buren Street
Colorado Springs, Colorado 80907
WILLOW TREE CARE CENTER
2050 South Main Street
Delta, Colorado 81416
CEDARS HEALTHCARE CENTER
1599 Ingalls Street
Lakewood, Colorado 80214
DELAWARE:
MILLCROFT
255 Possum Park Road
Newark, Delaware 19711
FORWOOD MANOR
1912 Marsh Road
Wilmington, Delaware 19810
FOULK MANOR SOUTH
407 Foulk Road
Wilmington, Delaware 19803
SHIPLEY MANOR
2723 Shipley Road
Wilmington, Delaware 19810
FLORIDA:
FORUM AT DEER CREEK
3001 Deer Creek Country Club Boulevard
Deerfield Beach, Florida 33442
SPRINGWOOD COURT
12780 Kenwood Lane
Fort Myers, Florida 33907
FOUNTAINVIEW
111 Executive Center Drive
West Palm Beach, Florida 33401
GEORGIA:
MORNINGSIDE OF ATHENS
1291 Cedar Shoals Drive
Athens, Georgia 30605
SENIOR LIVING OF MARSH VIEW
7410 Skidway Road
Savannah, Georgia 31406
INDIANA:
MEADOWOOD RETIREMENT COMMUNITY
2455 Tamarack Trail
Bloomington, Indiana 47408
IOWA:
PACIFIC PLACE
20937 Kane Avenue
Pacific Junction, Iowa 51561
WEST BRIDGE CARE & REHABILITATION
1015 West Summit Street
Winterset, Iowa 50273
KANSAS:
WOODHAVEN CARE CENTER
510 W. 7th Street
Ellinwood, Kansas 67526
KENTUCKY:
LAFAYETTE AT COUNTRY PLACE
690 Mason Headley Road
Lexington, Kentucky 40504
LEXINGTON AT COUNTRY PLACE
700 Mason Headley Road
Lexington, Kentucky 40504
MARYLAND:
HEARTFIELDS AT BOWIE
7600 Laurel Bowie Road
Bowie, Maryland 20715
HEARTFIELDS AT FREDERICK
1820 Latham Drive
Frederick, Maryland 21701
MASSACHUSETTS:
BRAINTREE REHABILITATION HOSPITAL
250 Pond Street
Braintree, Massachusetts 02184
NEW ENGLAND REHABILITATION HOSPITAL
2 Rehabilitation Way
Woburn, Massachusetts 01801
NEBRASKA:
MORYS HAVEN
1112 15th Street
Columbus, Nebraska 68601
WEDGEWOOD CARE CENTER
800 Stoeger Drive
Grand Island, Nebraska 68803
CRESTVIEW HEALTH CARE CENTER
1100 West First Street
Milford, Nebraska 68405
UTICA COMMUNITY CARE CENTER
1350 Centennial Avenue
Utica, Nebraska 68456
NEW JERSEY:
LEISURE PARK
1400 Route 70
Lakewood, New Jersey 08701
PENNSYLVANIA:
FRANCISCAN MANOR
71 Darlington Road
Patterson Township, Beaver Falls, Pennsylvania 15010
MOUNT VERNON OF ELIZABETH
145 Broadlawn Drive
Elizabeth, Pennsylvania 15037
OVERLOOK GREEN
5250 Meadowgreen Drive
Whitehall, Pennsylvania 15236
SOUTH CAROLINA:
MORNINGSIDE OF ANDERSON
1304 McLees Road
Anderson, South Carolina 29621
MYRTLE BEACH MANOR
9547 Highway 17 North
Myrtle Beach, South Carolina 29572
TEXAS:
HERITAGE PLACE AT BOERNE
120 Crosspoint Drive
Boerne, Texas 78006
FORUM AT PARK LANE
7831 Park Lane
Dallas, Texas 75225
HERITAGE PLACE AT FREDERICKSBURG
96 Frederick Road
Fredericksburg, Texas 78624
WISCONSIN:
GREENTREE HEALTH & REHABILITATION CENTER
70 Greentree Road
Clintonville, Wisconsin 54929
PINE MANOR HEALTH CARE CENTER
Village of Embarrass
1625 East Main Street
Clintonville, Wisconsin 54929
MANORPOINTE-OAK CREEK INDEPENDENT SENIOR APARTMENTS AND MEADOWMERE/MITCHELL MANOR-OAK CREEK ASSISTED LIVING
700 East Stonegate Drive and 701 East Peutz Road
Oak Creek, Wisconsin 53154
RIVER HILLS WEST HEALTHCARE CENTER
321 Riverside Drive
Pewaukee, Wisconsin 53072
THE VIRGINIA HEALTH & REHABILITATION CENTER
1451 Cleveland Avenue
Waukesha, Wisconsin 53186
