Exhibit 99.11
JOINDER TO AND CONFIRMATION OF GUARANTEES
AND JOINDER TO AND AMENDMENT AND CONFIRMATION OF
SECURITY AGREEMENTS
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”).
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 has been amended, restated or otherwise modified from time to time, “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 (i) 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 has been amended, restated or otherwise modified or confirmed from time to time, the “Parent Guaranty”); and (ii) 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 has been amended, restated or otherwise modified or confirmed from time to time, the “Subtenant Guaranty”; and, together with the Parent Guaranty, collectively, the “Guarantees”); and
WHEREAS, the payment and performance of all of the obligations of Tenant with respect to Amended Lease No. 2 are 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 Fourth Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of the date hereof (the “Fourth Amendment”), Amended Lease No. 2 is being amended to add thereto that certain property known as The Palms at St. Lucie West and located at 501 N.W. Cashmere Boulevard, Port St. Lucie, Florida (the “Palms Property”), all as more particularly described in the Fourth Amendment; and
WHEREAS, FSQC Trust is entering into a Sublease Agreement (as the same may be amended, restated or otherwise modified from time to time, the “FL Sublease”) with Five Star
Quality Care-FL, LLC, a Delaware limited liability company and an affiliate of FSQC Trust (the “FL Subtenant”), with respect to the Palms Property; and
WHEREAS, in connection with the foregoing, and as a condition precedent to the execution of the Fourth Amendment by Landlord, Landlord has required that the FL Subtenant join the Subtenant Guarantee and Subtenant Security Agreement, and 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 Fourth 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. Joinder to Subtenant Guarantee. The FL Subtenant hereby joins in the Subtenant Guarantee as if the FL Subtenant had originally executed and delivered the Subtenant Guarantee as a Subtenant Guarantor thereunder. From and after the date hereof, all references in the Subtenant Guarantee to the Subtenant Guarantors shall include the FL Subtenant, and the FL Subtenant shall be considered a Subtenant Guarantor for all purposes under the Subtenant Guaranty.
2. Joinder to Subtenant Security Agreement. The FL Subtenant hereby joins in the Subtenant Security Agreement as if the FL Subtenant had originally executed and delivered the Subtenant Security Agreement as a Subtenant thereunder. From and after the date hereof, all references in the Subtenant Security Agreement to the Subtenants shall include the FL Subtenant and the FL Subtenant shall be considered a Subtenant for all purposes under the Subtenant Security Agreement.
3. Amendment of Subtenant Security Agreement. The Subtenant Security Agreement is hereby amended by (a) replacing Exhibit A attached thereto with Schedule 1 attached hereto; (b) replacing Schedule 1 attached thereto with Schedule 2 attached hereto; and (c) replacing Schedule 2 attached thereto with Schedule 3 attached hereto.
4. Amendment of Tenant Security Agreement. The Tenant Security Agreement is hereby amended by replacing Schedule 2 attached thereto with Schedule 4 attached hereto.
5. Confirmation of Guarantees and Security Agreements. Each of the parties to the Guarantees and the Security Agreements (including, without limitation, the FL Subtenant) 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 Fourth Amendment, and the Guarantees, as confirmed hereby, and the Security Agreements, as amended and confirmed hereby, are hereby ratified and confirmed in all respects.
6. 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 Third Amendment or any other amendment, change or modification to Amended Lease No. 2, 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.
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/ Travis K. Smith |
|
| Travis K. Smith |
|
| Vice President |
|
| |
| TENANT: | |
|
| |
| FIVE STAR QUALITY CARE TRUST, | |
| FS TENANT HOLDING COMPANY TRUST, | |
| FS COMMONWEALTH LLC, and | |
| FS PATRIOT LLC | |
|
| |
| By: | /s/ Travis K. Smith |
|
| Travis K. Smith |
|
| Vice President of each of the foregoing entities |
| SUBTENANTS: | ||
|
| ||
| FIVE STAR QUALITY CARE-CA II, 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, LLC, | ||
| FIVE STAR QUALITY CARE-IN, LLC, | ||
| FIVE STAR QUALITY CARE-KS, LLC, | ||
| FIVE STAR QUALITY CARE-MD, LLC, | ||
| FIVE STAR QUALITY CARE-NE, INC., | ||
| FIVE STAR QUALITY CARE-NE, LLC, | ||
| FIVE STAR QUALITY CARE-TX, LLC, | ||
| FIVE STAR QUALITY CARE-VA, 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/ Travis K. Smith | |
|
| Travis K. Smith | |
|
| Vice President 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/ Travis K. Smith | |
|
| Travis K. Smith | |
|
| Vice President | |
| 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 | |
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-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, as further amended by that certain Partial Termination of Sublease Agreement, dated May 6, 2011 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.
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, as further amended by that certain Partial Termination of Second Amended and Restated Sublease Agreement, dated as of May 1, 2011, by and between Five Star Quality Care Trust, as sublandlord, and Five Star Quality Care-GA, LLC, as subtenant, as further amended by that certain Partial Termination of Second Amended and Restated Sublease Agreement, dated as of June 1, 2011, by and between Five Star Qualify Care Trust, as sublandlord, and Five Star Quality Care-GA, LLC, as subtenant.
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.
23. Sublease Agreement, dated June 20, 2011, 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.
24. Sublease Agreement, dated July 22, 2011, 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.
SCHEDULE 2
SCHEDULE 1
Subtenant Name, Organizational Structure |
| Chief Executive Office & |
| Other Names |
Five Star Quality Care-CA II, LLC, a Delaware limited liability company |
| 400 Centre Street |
| None. |
Five Star Quality Care-Colorado, LLC, a Delaware limited liability company |
| 400 Centre Street |
| SHOPCO-Colorado, LLC |
Five Star Quality Care-FL, LLC, a Delaware limited liability company |
| 400 Centre Street |
| None |
Five Star Quality Care-GA, LLC, a Delaware limited liability company |
| 400 Centre Street |
| SHOPCO-GA, LLC |
Five Star Quality Care-GHV, LLC, a Maryland limited liability company |
| 400 Centre Street |
| None. |
Five Star Quality Care-IA, LLC, a Delaware limited liability company |
| 400 Centre Street |
| SHOPCO-IA, LLC |
Five Star Quality Care-IN, LLC, a Maryland limited liability company |
| 400 Centre Street |
| None. |
Five Star Quality Care-KS, LLC, a Delaware limited liability company |
| 400 Centre Street |
| SHOPCO-KS, LLC |
Five Star Quality Care-MD, LLC, a Delaware limited liability company |
| 400 Centre Street |
| None. |
Five Star Quality Care-NE, Inc., a Delaware corporation |
| 400 Centre Street |
| SHOPCO-NE, Inc. |
Five Star Quality Care-NE, LLC, a Delaware limited liability company |
| 400 Centre Street |
| SHOPCO-NE, LLC |
Five Star Quality Care-TX, LLC, a Maryland limited liability company |
| 400 Centre Street |
| None. |
Five Star Quality Care-VA, LLC, a Delaware limited liability company |
| 400 Centre Street |
| None |
Five Star Quality Care-WI, LLC, a Delaware limited liability company |
| 400 Centre Street |
| SHOPCO-WI, LLC |
FS Lafayette Tenant Trust, |
| 400 Centre Street |
| None. |
FS Leisure Park Tenant Trust, |
| 400 Centre Street |
| None. |
FS Lexington Tenant Trust, |
| 400 Centre Street |
| None. |
FS Tenant Pool I Trust, |
| 400 Centre Street |
| None. |
Subtenant Name, Organizational Structure |
| Chief Executive Office & |
| Other Names |
FS Tenant Pool II Trust, |
| 400 Centre Street |
| None. |
FS Tenant Pool III Trust, |
| 400 Centre Street |
| None. |
FS Tenant Pool IV Trust, |
| 400 Centre Street |
| None. |
FSQC-AL, LLC, a Maryland limited liability company |
| 400 Centre Street |
| None. |
Morningside of Anderson, L.P., a Delaware limited partnership |
| 400 Centre Street |
| None. |
Morningside of Athens, Limited Partnership, a Delaware limited partnership |
| 400 Centre Street |
| None. |
SCHEDULE 3
SCHEDULE 2
The Facilities
State |
| Facility |
| Subtenant |
|
|
|
|
|
ALABAMA: |
| ASHTON GABLES IN RIVERCHASE |
| FSQC-AL, LLC |
|
|
|
|
|
|
| LAKEVIEW ESTATES |
| FSQC-AL, LLC |
|
|
|
|
|
ARIZONA: |
| THE FORUM AT PUEBLO NORTE |
| FS Tenant Pool II Trust |
|
|
|
|
|
CALIFORNIA: |
| LA SALETTE HEALTH AND REHABILITATION CENTER |
| Five Star Quality Care-CA II, LLC |
|
|
|
|
|
|
| THOUSAND OAKS HEALTHCARE CENTER |
| Five Star Quality Care-CA II, LLC |
|
|
|
|
|
COLORADO: |
| SKYLINE RIDGE NURSING & REHABLITATION CENTER |
| Five Star Quality Care-Colorado, LLC |
|
|
|
|
|
|
| SPRINGS VILLAGE CARE CENTER |
| Five Star Quality Care-Colorado, LLC |
|
|
|
|
|
|
| WILLOW TREE CARE CENTER |
| Five Star Quality Care-Colorado, LLC |
|
|
|
|
|
|
| CEDARS HEALTHCARE CENTER |
| Five Star Quality Care-Colorado, LLC |
State |
| Facility |
| Subtenant |
|
|
|
|
|
DELAWARE: |
| MILLCROFT |
| FS Tenant Pool I Trust |
|
|
|
|
|
|
| FORWOOD MANOR |
| FS Tenant Pool II Trust |
|
|
|
|
|
|
| FOULK MANOR SOUTH |
| FS Tenant Pool IV Trust |
|
|
|
|
|
|
| SHIPLEY MANOR |
| FS Tenant Pool I Trust |
|
|
|
|
|
FLORIDA: |
| FORUM AT DEER CREEK |
| FS Tenant Pool III Trust |
|
|
|
|
|
|
| SPRINGWOOD COURT |
| FS Tenant Pool IV Trust |
|
|
|
|
|
|
| FOUNTAINVIEW |
| FS Tenant Pool II Trust |
|
|
|
|
|
|
| PALMS AT ST. LUCIE WEST |
| Five Star Quality Care-FL, LLC |
|
|
|
|
|
GEORGIA: |
| MORNINGSIDE OF ATHENS |
| Morningside of Athens, Limited Partnership |
|
|
|
|
|
|
| SENIOR LIVING OF MARSH VIEW |
| Five Star Quality Care-GA, LLC |
|
|
|
|
|
INDIANA: |
| MEADOWOOD RETIREMENT COMMUNITY |
| Five Star Quality Care-IN, LLC |
State |
| Facility |
| Subtenant |
|
|
|
|
|
IOWA: |
| PACIFIC PLACE |
| Five Star Quality Care-IA, LLC |
|
|
|
|
|
|
| WEST BRIDGE CARE & REHABILITATION |
| Five Star Quality Care-IA, LLC |
|
|
|
|
|
KANSAS: |
| WOODHAVEN CARE CENTER |
| Five Star Quality Care-KS, LLC |
|
|
|
|
|
KENTUCKY: |
| LAFAYETTE AT COUNTRY PLACE |
| FS Lafayette Tenant Trust |
|
|
|
|
|
|
| LEXINGTON AT COUNTRY PLACE |
| FS Lexington Tenant Trust |
|
|
|
|
|
MARYLAND: |
| HEARTFIELDS AT BOWIE |
| Five Star Quality Care-MD, LLC |
|
|
|
|
|
|
| HEARTFIELDS AT FREDERICK |
| Five Star Quality Care-MD, LLC |
|
|
|
|
|
NEBRASKA: |
| MORYS HAVEN |
| Five Star Quality Care-NE, Inc. |
|
|
|
|
|
|
| WEDGEWOOD CARE CENTER |
| Five Star Quality Care-NE, LLC |
|
|
|
|
|
|
| CRESTVIEW HEALTH CARE CENTER |
| Five Star Quality Care-NE, LLC |
|
|
|
|
|
|
| UTICA COMMUNITY CARE CENTER |
| Five Star Quality Care-NE, Inc. |
State |
| Facility |
| Subtenant |
|
|
|
|
|
NEW JERSEY: |
| LEISURE PARK |
| FS Leisure Park Tenant Trust |
|
|
|
|
|
PENNSYLVANIA: |
| FRANCISCAN MANOR |
| Five Star Quality Care-GHV, LLC |
|
|
|
|
|
|
| MOUNT VERNON OF ELIZABETH |
| Five Star Quality Care-GHV, LLC |
|
|
|
|
|
|
| OVERLOOK GREEN |
| Five Star Quality Care-GHV, LLC |
|
|
|
|
|
SOUTH CAROLINA: |
| MORNINGSIDE OF ANDERSON |
| Morningside of Anderson, L.P. |
|
|
|
|
|
|
| MYRTLE BEACH MANOR |
| FS Tenant Pool I Trust |
|
|
|
|
|
TEXAS: |
| HERITAGE PLACE AT BOERNE |
| Five Star Quality Care-TX, LLC |
|
|
|
|
|
|
| FORUM AT PARK LANE |
| FS Tenant Pool III Trust |
|
|
|
|
|
|
| HERITAGE PLACE AT FREDERICKSBURG |
| Five Star Quality Care-TX, LLC |
|
|
|
|
|
VIRGINIA: |
| CHESAPEAKE PROPERTY |
| Five Star Quality Care-VA, LLC |
|
|
|
|
|
WISCONSIN: |
| GREENTREE HEALTH & REHABILITATION CENTER |
| Five Star Quality Care-WI, LLC |
State |
| Facility |
| Subtenant |
|
|
|
|
|
|
| PINE MANOR HEALTH CARE CENTER |
| Five Star Quality Care-WI, LLC |
|
|
|
|
|
|
| MANORPOINTE-OAK CREEK INDEPENDENT SENIOR APARTMENTS AND MEADOWMERE/MITCHELL MANOR-OAK CREEK ASSISTED LIVING |
| Five Star Quality Care-WI, LLC |
|
|
|
|
|
|
| RIVER HILLS WEST HEALTHCARE CENTER |
| Five Star Quality Care-WI, LLC |
|
|
|
|
|
|
| THE VIRGINIA HEALTH & REHABILITATION CENTER |
| Five Star Quality Care-WI, LLC |
SCHEDULE 4
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
PALMS AT ST. LUCIE WEST
501 N.W. Cashmere Boulevard
Port St. Lucie, Florida 34986
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
VIRGINIA:
CHESAPEAKE PROPERTY
1005 Elysian Place
Chesapeake, Virginia 23320
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