Exhibit 99.3
JOINDER TO, AMENDMENT AND CONFIRMATION OF GUARANTEES
AND SECURITY AGREEMENTS
(AMENDED LEASE NO. 1)
THIS JOINDER TO, AMENDMENT AND CONFIRMATION OF GUARANTEES AND SECURITY AGREEMENTS (this “Confirmation”) is made and entered into as of August 31, 2012, by and among FIVE STAR QUALITY CARE, INC., a Maryland corporation (“Guarantor”), FIVE STAR QUALITY CARE TRUST, a Maryland business trust (“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. 1), dated as of August 4, 2009 (as the same has been 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 (i) 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 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. 1), dated as of August 4, 2009, made by certain of the 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. 1 are secured by (i) that certain Amended and Restated Subtenant Security Agreement (Lease No. 1), dated as of August 4, 2009, by and among certain of the Subtenants and Landlord (as the same has been 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 has been 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 Eighth Amendment to Amended and Restated Master Lease Agreement (Lease No. 1), dated as of the date hereof (the “Eighth Amendment”), Amended Lease No. 1 is being amended to add thereto (i) that certain senior living facility known as Aspenwood and located at 14400 Homecrest Road, Silver Spring, MD 20906, and (ii) that certain senior living facility known as HeartFields at Easton and located at 700 Port Street, Easton, MD 21601, all as more particularly described in the Eighth Amendment; and
WHEREAS, in connection with the foregoing, and as a condition precedent to the execution of the Eighth Amendment by Landlord, Landlord has required that certain of the Subtenants join in the Subtenant Guaranty 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. 1 as amended by the Eighth 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 Guaranty. Five Star Easton Heartfields LLC and Five Star Aspenwood LLC, each a Delaware limited liability company (each a “New Subtenant” and collectively the “New Subtenants”) hereby join in the Subtenant Guaranty as if each New Subtenant had originally executed and delivered the Subtenant Guaranty as a Subtenant Guarantor thereunder. From and after the date hereof, all references in the Subtenant Guaranty to the Subtenant Guarantors shall include the New Subtenants, and each New Subtenant shall be considered a Subtenant Guarantor for all purposes under the Subtenant Guaranty.
2. Joinder to Subtenant Security Agreement. The New Subtenants hereby join in the Subtenant Security Agreement as if each New 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 New Subtenants and each New Subtenant shall be considered a Subtenant for all purposes under the Subtenant Security Agreement.
3. Amendment to Disputes Provisions in Guarantees. Each of the Guarantees is amended by deleting Section 15 therefrom in its entirety and replacing it with Section 15 as set forth on Exhibit A attached hereto and made a part hereof.
4. Amendment to Disputes Provisions in Security Agreements. Each of the Security Agreements is amended by deleting Section 11 therefrom in its entirety and replacing it with Section 11 as set forth on Exhibit B attached hereto and made a part hereof.
5. 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.
6. Amendment of Tenant Security Agreement. The Tenant Security Agreement is hereby amended by replacing Schedule 2 attached thereto with Schedule 4 attached hereto.
7. Confirmation of Guarantees and Security Agreements. Each of the parties to the Guarantees and the Security Agreements (including, without limitation, the New Subtenants) hereby confirms that all references in the Guarantees and the Security Agreements to “Amended Lease No. 1” shall refer to Amended Lease No. 1 as amended by the Eighth Amendment, and the Guarantees, as amended and confirmed hereby, and the Security Agreements, as amended and confirmed hereby, are hereby ratified and confirmed in all respects.
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8. 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 Eighth Amendment or any other amendment, change or modification to Amended Lease No. 1, 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.
[Remainder of page left intentionally blank; Signature pages follow]
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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/ Bruce J. Mackey Jr. |
| | Bruce J. Mackey Jr. |
| | President |
| |
| |
| TENANT: |
| |
| FIVE STAR QUALITY CARE TRUST |
| |
| |
| By: | /s/ Bruce J. Mackey Jr. |
| | Bruce J. Mackey Jr. |
| | President |
[signatures continued on following page]
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| SUBTENANTS: |
| |
| ANNAPOLIS HERITAGE PARTNERS, LLC, |
| COLUMBIA HERITAGE PARTNERS, LLC, |
| ENCINITAS HERITAGE PARTNERS, LLC, |
| FIVE STAR ASPENWOOD LLC, |
| FIVE STAR EASTON HEARTFIELDS 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-IL, 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-NORTH CAROLINA, LLC, |
| FIVE STAR QUALITY CARE-TX, LLC, |
| 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/ Bruce J. Mackey Jr. |
| | Bruce J. Mackey Jr. |
| | President of each of the foregoing entities |
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| 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/ Bruce J. Mackey Jr. |
| | | Bruce J. Mackey Jr. |
| | | President |
| | | |
| |
| MORNINGSIDE OF ANDERSON, L.P., |
| 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/ Bruce J. Mackey Jr. |
| | | Bruce J. Mackey Jr. |
| | | President |
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| 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 |
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EXHIBIT A
DISPUTES PROVISION — GUARANTEES
15. Disputes.
(a) Any disputes, claims or controversies between or among the parties (i) arising out of or relating to this Guaranty, or (ii) brought by or on behalf of any shareholder of any party (which, for purposes of this Section 15, shall mean any shareholder of record or any beneficial owner of shares of any party, or any former shareholder of record or beneficial owner of shares of any party), either on his, her or its own behalf, on behalf of any party or on behalf of any series or class of shares of any party or shareholders of any party against any party or any trustee, director, officer, manager (including Reit Management & Research LLC or its successor), agent or employee of any party, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Guaranty, including this arbitration agreement, the declaration of trust, limited liability company agreement, partnership agreement or analogous governing instruments, as applicable, of any party, or the bylaws of any party (all of which are referred to as “Disputes”), or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) then in effect, except as those Rules may be modified in this Section 15. For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against trustees, directors, officers or managers of any party and class actions by a shareholder against those individuals or entities and any party. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.
(b) There shall be three arbitrators. If there are only two parties to the Dispute (with, for purposes of this Section 15, any and all parties involved in the Dispute and owned by the same ultimate parent entity treated as one party), each party shall select one arbitrator within 15 days after receipt by respondent of a copy of the demand for arbitration. Such arbitrators may be affiliated or interested persons of such parties. If either party fails to timely select an arbitrator, the other party to the Dispute shall select the second arbitrator who shall be neutral and impartial and shall not be affiliated with or an interested person of either party. If there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator. Such arbitrators may be affiliated or interested persons of the claimants or the respondents, as the case may be. If either all claimants or all respondents fail to timely select an arbitrator then such arbitrator (who shall be neutral, impartial and unaffiliated with any party) shall be appointed by the AAA. The two arbitrators so appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within 15 days of the appointment of the second arbitrator. If the third arbitrator has not been appointed within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.
(c) The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.
(d) There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.
(e) In rendering an award or decision (the “Award”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts. Any arbitration proceedings or Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.
(f) Except to the extent expressly provided by Section 15 or as otherwise agreed by the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action, award any portion of any party’s award to the claimant or the claimant’s attorneys. Except to the extent otherwise agreed by the parties, each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.
(g) An Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.
(h) Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. Each party against which the Award assesses a monetary obligation shall pay that obligation on or before the 30th day following the date of the Award or such other date as the Award may provide.
(i) This Section 15 is intended to benefit and be enforceable by the shareholders, trustees, directors, officers, managers (including Reit Management & Research LLC or its successor), agents or employees of any party and the parties and shall be binding on the shareholders of any party and the parties, as applicable, and shall be in addition to, and not in substitution for, any other rights to indemnification or contribution that such individuals or entities may have by contract or otherwise.
EXHIBIT B
DISPUTES PROVISION — SECURITY AGREEMENT
Section 11. Disputes.
(a) Any disputes, claims or controversies between or among the parties (i) arising out of or relating to this Agreement, or (ii) brought by or on behalf of any shareholder of any party (which, for purposes of this Section 11, shall mean any shareholder of record or any beneficial owner of shares of any party, or any former shareholder of record or beneficial owner of shares of any party), either on his, her or its own behalf, on behalf of any party or on behalf of any series or class of shares of any party or shareholders of any party against any party or any trustee, director, officer, manager (including Reit Management & Research LLC or its successor), agent or employee of any party, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, including this arbitration agreement, the declaration of trust, limited liability company agreement, partnership agreement or analogous governing instruments, as applicable, of any party, or the bylaws of any party (all of which are referred to as “Disputes”), or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) then in effect, except as those Rules may be modified in this Section 11. For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against trustees, directors, officers or managers of any party and class actions by a shareholder against those individuals or entities and any party. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.
(b) There shall be three arbitrators. If there are only two parties to the Dispute (with, for purposes of this Section 11, any and all parties involved in the Dispute and owned by the same ultimate parent entity treated as one party), each party shall select one arbitrator within 15 days after receipt by respondent of a copy of the demand for arbitration. Such arbitrators may be affiliated or interested persons of such parties. If either party fails to timely select an arbitrator, the other party to the Dispute shall select the second arbitrator who shall be neutral and impartial and shall not be affiliated with or an interested person of either party. If there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator. Such arbitrators may be affiliated or interested persons of the claimants or the respondents, as the case may be. If either all claimants or all respondents fail to timely select an arbitrator then such arbitrator (who shall be neutral, impartial and unaffiliated with any party) shall be appointed by the AAA. The two arbitrators so appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within 15 days of the appointment of the second arbitrator. If the third arbitrator has not been appointed within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.
(c) The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.
(d) There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.
(e) In rendering an award or decision (the “Award”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts. Any arbitration proceedings or Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.
(f) Except to the extent expressly provided by Section 11 or as otherwise agreed by the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action, award any portion of any party’s award to the claimant or the claimant’s attorneys. Except to the extent otherwise agreed by the parties, each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.
(g) An Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.
(h) Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. Each party against which the Award assesses a monetary obligation shall pay that obligation on or before the 30th day following the date of the Award or such other date as the Award may provide.
(i) This Section 11 is intended to benefit and be enforceable by the shareholders, trustees, directors, officers, managers (including Reit Management & Research LLC or its successor), agents or employees of any party and the parties and shall be binding on the shareholders of any party and the parties, as applicable, and shall be in addition to, and not in substitution for, any other rights to indemnification or contribution that such individuals or entities may have by contract or otherwise.
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-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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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, 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. 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.
17. 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.
18. 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.
19. 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.
20. 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.
21. 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.
22. 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.
23. 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.
24. 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.
25. 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.
26. 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.
27. 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.
28. Sublease Agreement, dated as of August 4, 2009, by and between FVE FM Financing, Inc., a Maryland corporation, as sublandlord, and Five Star Quality Care-MD, LLC, a Delaware limited liability company, as subtenant, as assigned by that certain Bill of Sale, Assignment and Assumption Agreement, dated as of November 1, 2009, by and between Five Star Quality Care-MD, LLC, as assignor, and Five Star Easton Heartfields LLC, a Delaware limited liability company, as assignee, as further assigned by that Bill of Sale, Assignment and Assumption Agreement, dated as of August 31, 2012, by and between FVE FM Financing Inc., as assignor, and Five Star Quality Care Trust, as assignee and joined by Five Star Easton Heartfields LLC, as subtenant.
29. Sublease Agreement, dated as of August 4, 2009, by and between FVE FM Financing, Inc., a Maryland corporation, as sublandlord, and Five Star Quality Care-MD, LLC, a Delaware limited liability company, as subtenant, as assigned by that certain Bill of Sale, Assignment and Assumption Agreement, dated as of November 1, 2009, by and between Five Star Quality Care-MD, LLC, as assignor, and Five Star Aspenwood LLC, a Delaware limited liability company, as assignee, as further assigned by that Bill of Sale, Assignment and Assumption Agreement, dated as of August 31, 2012, by and between FVE FM Financing Inc., as assignor, and Five Star Quality Care Trust, as assignee and joined by Five Star Aspenwood LLC, as subtenant.
30. Amended and Restated 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, as subtenant.
31. Sublease Agreement, dated as of November 17, 2009, 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.
32. Sublease Agreement, dated as of November 17, 2009, 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.
33. Sublease Agreement, dated as of December 10, 2009, 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.
34. 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.
35. 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.
36. Sublease Agreement, dated May 1, 2011, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-IL, LLC, a Maryland limited liability company, as subtenant.
37. Second Amended and Restated Sublease Agreement, dated as of 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.
38. Amended and Restated Sublease Agreement, dated as of June 20, 2011, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-North Carolina, LLC, a Maryland limited liability company, as subtenant.
SCHEDULE 2
SCHEDULE 1
Subtenant Name, Organizational Structure &
Corporate Identification Number: | | Chief Executive Office &
Principal Place of Business: | | Other Names |
Annapolis Heritage Partners, LLC, a Delaware limited liability company
No: DE 3058704 | | 400 Centre Street
Newton, MA 02458 | | None. |
Columbia Heritage Partners, LLC, a Delaware limited liability company
No: DE 3168953 | | 400 Centre Street
Newton, MA 02458 | | None. |
Encinitas Heritage Partners, LLC, a Delaware limited liability company
No: DE 2963000 | | 400 Centre Street
Newton, MA 02458 | | None. |
Five Star Aspenwood LLC, a Delaware limited liability company
No: DE 4707925 | | 400 Centre Street
Newton, MA 02458 | | None. |
Five Star Easton Heartfields LLC,
a Delaware limited liability company
No: DE 4707930 | | 400 Centre Street
Newton, MA 02458 | | None. |
Five Star Quality Care-AZ, LLC,
a Delaware limited liability company
No: DE 3141214 | | 400 Centre Street
Newton, MA 02458 | | SHOPCO-AZ, LLC |
Five Star Quality Care-CA, LLC,
a Delaware limited liability company
No: DE 3141210 | | 400 Centre Street
Newton, MA 02458 | | SHOPCO-CA, LLC |
Five Star Quality Care-Colorado, LLC,
a Delaware limited liability company
No: DE 3141518 | | 400 Centre Street
Newton, MA 02458 | | SHOPCO-Colorado, LLC |
Five Star Quality Care-FL, LLC, a Delaware limited liability company
No: DE 3487186 | | 400 Centre Street
Newton, MA 02458 | | None. |
Five Star Quality Care-GA, LLC,
a Delaware limited liability company
No: DE 3141197 | | 400 Centre Street
Newton, MA 02458 | | SHOPCO-GA, LLC |
Five Star Quality Care-GHV, LLC, a Maryland limited liability company
No: MD W10441350 | | 400 Centre Street
Newton, MA 02458 | | None. |
Five Star Quality Care-IA, Inc.,
a Delaware corporation
No: DE 3162192 | | 400 Centre Street
Newton, MA 02458 | | SHOPCO-IA, INC. |
Five Star Quality Care-IA, LLC,
a Delaware limited liability company
No: DE 3141200 | | 400 Centre Street
Newton, MA 02458 | | SHOPCO-IA, LLC |
Five Star Quality Care-IL, LLC,
a Maryland limited liability company
No: MD W11464047 | | 400 Centre Street
Newton, MA 02458 | | None. |
Five Star Quality Care-MN, LLC, a Maryland limited liability company
No: MD W1237583 | | 400 Centre Street
Newton, MA 02458 | | None. |
Subtenant Name, Organizational Structure &
Corporate Identification Number: | | Chief Executive Office &
Principal Place of Business: | | Other Names |
Five Star Quality Care-MO, LLC,
a Delaware limited liability company
No: DE 3155964 | | 400 Centre Street
Newton, MA 02458 | | SHOPCO-MO, LLC |
Five Star Quality Care-MS, LLC, a Maryland limited liability company
No: MD W11505922 | | 400 Centre Street
Newton, MA 02458 | | None. |
Five Star Quality Care-NE, Inc.,
a Delaware corporation
No: DE 3162188 | | 400 Centre Street
Newton, MA 02458 | | SHOPCO-NE, Inc. |
Five Star Quality Care-NE, LLC,
a Delaware limited liability company
No: DE 3141204 | | 400 Centre Street
Newton, MA 02458 | | SHOPCO-NE, LLC |
Five Star Quality Care-North Carolina, LLC
a Maryland limited liability company
No: MD W13279039 | | 400 Centre Street
Newton, MA 02458 | | None. |
Five Star Quality Care-TX, LLC,
a Maryland limited liability company
No: MD W11898319 | | 400 Centre Street
Newton, MA 02458 | | FSQC-TX, LLC. |
Five Star Quality Care-VA, LLC,
a Delaware limited liability company
No: DE 3561214 | | 400 Centre Street
Newton, MA 02458 | | None. |
Five Star Quality Care-WI, LLC,
a Delaware limited liability company
No: DE 3141217 | | 400 Centre Street
Newton, MA 02458 | | SHOPCO-WI, LLC |
Five Star Quality Care-WY, LLC,
a Delaware limited liability company
No: DE 3141207 | | 400 Centre Street
Newton, MA 02458 | | SHOPCO-WY, LLC |
Frederick Heritage Partners, LLC,
a Delaware limited liability company
No: DE 3400641 | | 400 Centre Street
Newton, MA 02458 | | None. |
Fresno Heritage Partners, A California Limited Partnership, a California limited partnership
No: CA 199514200026 | | 400 Centre Street
Newton, MA 02458 | | None. |
Hagerstown Heritage Partners, LLC,
a Delaware limited liability company
No: DE 3400642 | | 400 Centre Street
Newton, MA 02458 | | None. |
Morningside of Anderson, L.P., a Delaware limited partnership
No: DE 2926362 | | 400 Centre Street
Newton, MA 02458 | | None. |
Morningside of Belmont, LLC, a Delaware limited liability company
No: DE 2755738 | | 400 Centre Street
Newton, MA 02458 | | None. |
Morningside of Columbus, L.P., a Delaware limited partnership
No: DE 27776210 | | 400 Centre Street
Newton, MA 02458 | | None. |
Morningside of Dalton, Limited Partnership, a Delaware limited partnership
No: DE 3499191 | | 400 Centre Street
Newton, MA 02458 | | None. |
Morningside of Evans, Limited Partnership, a Delaware limited partnership
No: DE 3499196 | | 400 Centre Street
Newton, MA 02458 | | None. |
Morningside of Gallatin, LLC, a Delaware limited liability company | | 400 Centre Street | | None. |
Subtenant Name, Organizational Structure &
Corporate Identification Number: | | Chief Executive Office &
Principal Place of Business: | | Other Names |
No: DE 2962705 | | Newton, MA 02458 | | |
Morningside of Kentucky, Limited Partnership, a Delaware limited partnership
No: DE 2750276 | | 400 Centre Street
Newton, MA 02458 | | None. |
Newark Heritage Partners I, LLC, a Delaware limited liability company
No: DE 3400643 | | 400 Centre Street
Newton, MA 02458 | | None. |
Newark Heritage Partners II, LLC, a Delaware limited liability company
No: DE 3400645 | | 400 Centre Street
Newton, MA 02458 | | None. |
Redlands Heritage Partners, LLC, a Delaware limited liability company
No: DE 2963010 | | 400 Centre Street
Newton, MA 02458 | | None. |
Roseville Heritage Partners, A California Limited Partnership, a California limited partnership
No: CA 199616300018 | | 400 Centre Street
Newton, MA 02458 | | None. |
SCHEDULE 3
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: | | EASTSIDE GARDENS 2078 Scenic Highway North Snellville, Georgia 30078 | | 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 |
| | | | |
ILLINOIS | | CRIMSON POINTE 7130 Crimson Ridge Drive Rockford, Illinois 61107 | | Five Star Quality Care-IL, LLC |
| | | | |
IOWA: | | UNION PARK HEALTH SERVICES 2401 E. 8th Street Des Moines, Iowa 50316 | | Five Star Quality Care-IA, Inc. |
State: | | Facility: | | Subtenant: |
| | | | |
| | PARK PLACE 114 East Green Street Glenwood, IA 51534 | | Five Star Quality Care-IA, Inc. |
| | | | |
| | 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 |
| | | | |
| | HEARTFIELDS AT EASTON 700 Port Street Easton, MD 21601 | | Five Star Easton Heartfields 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 |
| | | | |
| | ASPENWOOD 14440 Homecrest Road Silver Spring, MD 20906 | | Five Star Aspenwood LLC |
| | | | |
MINNESOTA: | | WELLSTEAD OF ROGERS 20500 and 20600 S. Diamond Lake Road Rogers, MN 55374 | | Five Star Quality Care-MN, LLC |
State: | | Facility: | | Subtenant: |
| | | | |
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 |
| | | | |
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. |
| | | | |
| | 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 |
| | | | |
NORTH CAROLINA: | | HAVEN IN HIGHLAND CREEK 5920 McChesney Drive Charlotte, NC 28269 | | Five Star Quality Care-North Carolina, LLC |
State: | | Facility: | | Subtenant: |
| | | | |
| | LAURELS IN HIGHLAND CREEK 6101 Clark Creek Parkway Charlotte, NC 28269 | | Five Star Quality Care-North Carolina, LLC |
| | | | |
| | HAVEN IN THE VILLAGE AT CAROLINA PLACE 13150 Dorman Road Pineville, NC 28134 | | Five Star Quality Care-North Carolina, LLC |
| | | | |
| | LAURELS IN THE VILLAGE AT CAROLINA PLACE 13180 Dorman Road Pineville, NC 28134 | | Five Star Quality Care-North Carolina, LLC |
| | | | |
| | THE LANDING AT PARKWOOD VILLAGE 1720 Parkwood Boulevard Wilson, NC 27893 | | Five Star Quality Care-North Carolina, LLC |
| | | | |
PENNSYLVANIA: | | 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 |
| | | | |
SOUTH CAROLINA: | | HAVEN IN THE SUMMIT 3 Summit Terrace Columbia, SC 29229 | | Morningside of Anderson, L.P. |
| | | | |
| | HAVEN IN THE VILLAGE AT CHANTICLEER 355 Berkmans Lane Greenville, SC 29605 | | Morningside of Anderson, L.P. |
| | | | |
TENNESSEE: | | MORNINGSIDE OF GALLATIN 1085 Hartsville Pike Gallatin, TN 37066 | | Morningside of Gallatin, LLC |
| | | | |
| | WALKING HORSE MEADOWS 207 Uffelman Drive Clarksville, TN 37043 | | Morningside of Belmont, LLC |
State: | | Facility: | | Subtenant: |
| | | | |
| | MORNINGSIDE OF BELMONT
1710 Magnolia Boulevard
Nashville, TN 37212 | | Morningside of Belmont, LLC |
| | | | |
TEXAS: | | HAVEN IN STONE OAK
511 Knights Cross Drive
San Antonio, TX 78258 | | Five Star Quality Care-TX, LLC |
| | | | |
| | LAURELS IN STONE OAK
575 Knights Cross Drive
San Antonio, TX 78258 | | Five Star Quality Care-TX, LLC |
| | | | |
| | HAVEN IN THE TEXAS HILL COUNTRY
747 Alpine Drive
Kerrville, TX 78028 | | Five Star Quality Care-TX, 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 |
| | | | |
| | TALBOT PARK
6311 Granby Street
Norfolk, VA 23505 | | Five Star Quality Care-VA, LLC |
| | | | |
WISCONSIN: | | BROOKFIELD REHAB & SPECIALTY (AKAWOODLAND HEALTHCARE CENTER)
18741 West Bluemound Road
Brookfield, WI 53045 | | Five Star Quality Care-WI, LLC |
State: | | Facility: | | Subtenant: |
| | | | |
| | 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 |
| | | | |
| | 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 4
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:
EASTSIDE GARDENS
2078 Scenic Highway North
Snellville, Georgia 30078
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
ILLINOIS:
CRIMSON POINTE
7130 Crimson Ridge Drive
Rockford, Illinois 61107
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
HEARTFIELDS AT EASTON
700 Port Street
Easton, Maryland 21601
SOMERFORD PLACE — FREDERICK
2100 Whittier Drive
Frederick, Maryland 21702
SOMERFORD PLACE — HAGERSTOWN
10114 and 10116 Sharpsburg Pike
Hagerstown, Maryland 21740
ASPENWOOD
14440 Homecrest Road
Silver Spring, Maryland 20906
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
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
NORTH CAROLINA:
HAVEN IN HIGHLAND CREEK
5920 McChesney Drive
Charlotte, North Carolina 28269
LAURELS IN HIGHLAND CREEK
6101 Clark Creek Parkway
Charlotte, North Carolina 28269
HAVEN IN THE VILLAGE AT CAROLINA PLACE
13150 Dorman Road
Pineville, North Carolina 28134
LAURELS IN THE VILLAGE AT CAROLINA PLACE
13180 Dorman Road
Pineville, North Carolina 28134
THE LANDING AT PARKWOOD VILLAGE
1720 Parkwood Boulevard
Wilson, North Carolina 27893
PENNSYLVANIA:
RIDGEPOINTE ASSISTED LIVING
5301 Brownsville Road
Pittsburgh, Pennsylvania 15236
MOUNT VERNON OF SOUTH PARK
1400 Riggs Road
South Park, Pennsylvania 15129
SOUTH CAROLINA:
HAVEN IN THE SUMMIT
3 Summit Terrace
Columbia, South Carolina 29229
HAVEN IN THE VILLAGE AT CHANTICLEER
355 Berkmans Lane
Greenville, South Carolina 29605
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
TEXAS:
HAVEN IN STONE OAK
511 Knights Cross Drive
San Antonio, Texas 78258
LAURELS IN STONE OAK
575 Knights Cross Drive
San Antonio, Texas 78258
HAVEN IN THE TEXAS HILL COUNTRY
747 Alpine Drive
Kerrville, Texas 78028
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
TALBOT PARK
6311 Granby Street
Norfolk, Virginia 23505
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
