AlerisLife 10Q 2012 Q3 Quarterly report | ALR Filing

Exhibit 99.5

JOINDER TO, AMENDMENT AND CONFIRMATION OF GUARANTEES
AND SECURITY AGREEMENTS
(Amended Lease No. 4)

THIS JOINDER TO, AMENDMENT AND CONFIRMATION OF GUARANTEES AND SECURITY AGREEMENTS (this “Confirmation”) is made and entered into as of August 31, 2012, by and among FIVE STAR QUALITY CARE, INC., a Maryland corporation (“Guarantor”), each of the parties identified on the signature page hereof as a Tenant (jointly and severally, “Tenant”), each of the parties identified on the signature page hereof as a Subtenant (collectively, “Subtenants”) and each of the parties identified on the signature page hereof as a Landlord (collectively, “Landlord”).

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. 4), dated as of August 4, 2009 (as the same has been amended, restated or otherwise modified from time to time, “Amended Lease No. 4”), Landlord leases to Tenant, and Tenant leases from Landlord, certain property, all as more particularly described in Amended Lease No. 4; and

WHEREAS, the payment and performance of all of the obligations of Tenant with respect to Amended Lease No. 4 are guaranteed by (i) that certain Amended and Restated Guaranty Agreement (Lease No. 4), 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. 4), 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. 4 are secured by (i) that certain Amended and Restated Subtenant Security Agreement (Lease No. 4), 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. 4), 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 Fourth Amendment to Amended and Restated Master Lease Agreement (Lease No. 4), dated as of the date hereof (the “Fourth Amendment”), Amended Lease No. 4 is being amended to add thereto those certain senior living facilities commonly known as: (i) Remington Club I & II, located at 16925 and 16916 Hierba Drive, San Diego, CA 92128; (ii) Savannah Square, located at One Savannah Square Drive, Savannah, GA 31406; and (iii) Morningside of Bellgrade, located at 2800 Polo Parkway, Midlothian, VA 23113, all as more particularly described in the Fourth Amendment; 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 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. 4 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 Guaranty. Five Star Remington Club LLC, Five Star Savannah Square LLC and Five Star Morningside Bellgrade 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. 4” shall refer to Amended Lease No. 4 as amended by the Fourth 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.

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 Fourth Amendment or any other amendment, change or modification to Amended Lease No. 4, 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]

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 — NS TENANT, LLC,
		FIVE STAR QUALITY CARE TRUST, and
		FS TENANT HOLDING COMPANY TRUST

		By:	/s/ Bruce J. Mackey Jr.
			Bruce J. Mackey Jr.
			President of each of the foregoing entities

SUBTENANTS:

FIVE STAR MORNINGSIDE BELLGRADE 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-IL, LLC,
FIVE STAR QUALITY CARE-KS, LLC,
FIVE STAR QUALITY CARE-NE, LLC,
FIVE STAR QUALITY CARE-NJ, LLC,
FIVE STAR QUALITY CARE-NORTH CAROLINA, LLC,
FIVE STAR QUALITY CARE-VA, LLC,
FIVE STAR QUALITY CARE-WY, LLC,
FIVE STAR REMINGTON CLUB LLC,
FIVE STAR SAVANNAH SQUARE LLC,
FS TENANT POOL I TRUST, and
STOCKTON HERITAGE PARTNERS, LLC

By:	/s/ Bruce J. Mackey Jr.
	Bruce J. Mackey Jr.
	President of each of the foregoing entities

MORNINGSIDE OF GREENWOOD, L.P., 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

MORNINGSIDE OF SKIPWITH-RICHMOND, LLC

By:	LifeTrust America, Inc.,
	Its Member

	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President

	LANDLORD:

	CCOP SENIOR LIVING LLC,
	SNH CHS PROPERTIES TRUST,
	SNH NS PROPERTIES TRUST,
	SNH SOMERFORD PROPERTIES TRUST,
	SNH/LTA PROPERTIES GA LLC,
	SNH/LTA PROPERTIES TRUST, and
	SPTIHS PROPERTIES TRUST

	By:	/s/ David J. Hegarty
		David J. Hegarty
		President of each of the foregoing entities

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.

(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.

(d) There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

(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.

(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-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.

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-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.

3. Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Skipwith-Richmond, 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.

4. Sublease Agreement, dated June 3, 2005, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Greenwood, 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.

5. 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.

6. 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-IL, 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.

7. 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 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 Second Amended and Restated Sublease Agreement, dated as of May 1, 2011, by and among 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 among Five Star Quality Care Trust, as sublandlord, and Five Star Quality Care-GA, LLC, as subtenant.

8. 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.

9. Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Stockton 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.

10. Sublease Agreement, dated as of July 1, 2008, by and between Five Star Quality Care-NS Tenant, LLC, a Maryland limited liability company, as sublandlord, and Five Star Quality Care-GHV, LLC, a Maryland limited liability company, as subtenant, as amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care-NS Tenant, LLC, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

11. Sublease Agreement, dated as of July 1, 2008, by and between Five Star Quality Care-NS Tenant, LLC, a Maryland limited liability company, as sublandlord, and Five Star Quality Care-NJ, LLC, a Maryland limited liability company, as subtenant as amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care-NS Tenant, LLC, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

12. Amended and Restated Sublease Agreement, dated as of August 4, 2009, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-VA, LLC, a Delaware limited liability company, as subtenant.

13. 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.

14. 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-KS, LLC, a Delaware limited liability company, as subtenant.

15. 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.

16. 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.

17. 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-North Carolina, LLC, a Maryland limited liability company, as subtenant.

18. 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-Savannah, LLC, a Delaware limited liability company, as subtenant, as assigned by that certain Bill of Sale, Assignment and Assumption Agreement, dated as of January 1, 2010, by and between Five Star Quality Care-Savannah, LLC, as assignor, and Five Star Savannah Square LLC, a Delaware limited liability company, as assignee, as further assigned by that certain 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, a Maryland business trust, as assignee.

19. Sublease Agreement, dated as of August 4, 2009, by and between FVE FM Financing, Inc., a Maryland corporation, as sublandlord, and FS Tenant Pool II Trust, a Maryland business trust, as subtenant, as assigned by that certain Bill of Sale, Assignment and Assumption Agreement, dated as of March 1, 2010, by and between FS Tenant Pool II Trust, as assignor, and Five Star Remington Club LLC, a Delaware limited liability company, as assignee, as further assigned by that certain 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, a Maryland business trust, as assignee.

20. Sublease Agreement, dated as of August 4, 2009, by and between FVE FM Financing, Inc., a Maryland corporation, as sublandlord, and Morningside of Bellgrade, Richmond, LLC, a Delaware limited liability company, as subtenant, as assigned by that certain Bill of Sale, Assignment and Assumption Agreement, dated as of January 1, 2010, by and between Morningside of Bellgrade, Richmond, LLC, as assignor, and Five Star Morningside Bellgrade LLC, a Delaware limited liability company, as assignee, as further assigned by that certain 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, a Maryland business trust, as assignee.

SCHEDULE 2

SCHEDULE 1

Subtenant Name, Organizational Structure & Corporate Identification Number:	Chief Executive Office & Principal Place of Business:	Other Names
Five Star Morningside Bellgrade LLC, a Delaware limited liability company No: DE 4707927	400 Centre Street Newton, MA 02458	None.
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
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-KS, LLC, a Delaware limited liability company No: DE 3155963	400 Centre, St. Newton, MA 02458	None.
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-NJ, LLC, a Maryland limited liability company No: MD W12378956	400 Centre Street Newton, MA 02458	None.
Five Star Quality Care-North Carolina, LLC, a Maryland limited liability company No: MD W132789039	400 Centre Street Newton, MA 02458	None.
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-WY, LLC, a Delaware limited liability company No: DE 3141207	400 Centre Street Newton, MA 02458	SHOPCO-WY, LLC
Five Star Remington Club LLC, a Delaware limited liability company No: DE 4707942	400 Centre Street Newton, MA 02458	None.
Five Star Savannah Square LLC, a Delaware limited liability company No: DE 4707947	400 Centre Street Newton, MA 02458	None.
FS Tenant Pool I Trust, a Maryland business trust No: MD B06519011	400 Centre Street Newton, MA 02458	None.
Morningside of Greenwood, L.P., a Delaware limited partnership No: DE 2926343	400 Centre Street Newton, MA 02458	None.

Subtenant Name, Organizational Structure & Corporate Identification Number:	Chief Executive Office & Principal Place of Business:	Other Names
Morningside of Kentucky, Limited Partnership, a Delaware limited partnership No: DE 2750276	400 Centre Street Newton, MA 02458	None.
Morningside of Skipwith-Richmond, LLC, a Delaware limited liability company No: DE 3503112	400 Centre Street Newton, MA 02458	None.
Stockton Heritage Partners, LLC, a Delaware limited liability company No: DE 2963009	400 Centre Street Newton, MA 02458	None.

SCHEDULE 3

SCHEDULE 2

The Facilities

State	Facility	Subtenant

CALIFORNIA:	REMINGTON CLUB I & II 16925 and 16916 Hierba Drive San Diego, California 92128	Five Star Remington Club LLC

	SOMERFORD PLACE – STOCKTON 3530 Deer Park Drive Stockton, California 95219	Stockton Heritage Partners, LLC

COLORADO:	LA VILLA GRANDE CARE CENTER 2501 Little Bookcliff Drive Grand Junction, Colorado 81501	Five Star Quality Care-Colorado, LLC

FLORIDA:	COURT AT PALM AIRE 2701 North Course Drive Pompano Beach, Florida 33069	Five Star Quality Care-FL, LLC

GEORGIA:	SAVANNAH SQUARE One Savannah Square Drive Savannah, Georgia 31406	Five Star Savannah Square LLC

	NORTHLAKE GARDENS 1300 Montreal Road Tucker, Georgia 30084	Five Star Quality Care-GA, LLC

IOWA:	WESTRIDGE QUALITY CARE & REHABILITATION 600 Manor Drive Clarinda, Iowa 51632	Five Star Quality Care-IA, LLC

ILLINOIS:	BRENDEN GARDENS 900 Southwind Road Springfield, Illinois 62703	Five Star Quality Care-IL, LLC

KANSAS:	BRANDON WOODS AT ALVAMAR 1501 Inverness Drive Lawrence, Kansas 66047	Five Star Quality Care-KS, LLC

State	Facility	Subtenant

	OVERLAND PARK PLACE 6555 West 75th Street Overland Park, Kansas 66204	Five Star Quality Care-KS, LLC

KENTUCKY:	MORNINGSIDE OF MAYFIELD 1517 West Broadway Mayfield, Kentucky 42066	Morningside of Kentucky, Limited Partnership

	THE NEIGHBORHOOD OF SOMERSET 100 Neighborly Drive Somerset, Kentucky 42503	Morningside of Kentucky, Limited Partnership

NEBRASKA:	CENTENNIAL PARK RETIREMENT VILLAGE 510 Centennial Circle North Platte, Nebraska 69101	Five Star Quality Care-NE, LLC

	WESTGATE ASSISTED LIVING 3030 South 80th Street Omaha, Nebraska 68124	Five Star Quality Care-NE, LLC

NEW JERSEY:	NEWSEASONS AT CHERRY HILL 490 Cooper Landing Road Cherry Hill, New Jersey 08002	Five Star Quality Care-NJ, LLC

	NEWSEASONS AT MOUNT ARLINGTON 2 Hillside Drive Mount Arlington, New Jersey 07856	Five Star Quality Care-NJ, LLC

NORTH CAROLINA:	MCCARTHY COURT II 1325 McCarthy Boulevard New Bern, North Carolina 28562	Five Star Quality Care-North Carolina, LLC

PENNSYLVANIA:	NEWSEASONS AT NEW BRITAIN 800 Manor Drive Chalfont, Pennsylvania 18914	Five Star Quality Care-GHV, LLC

	NEWSEASONS AT CLARKS SUMMIT 950 Morgan Highway Clarks Summit, Pennsylvania 18411	Five Star Quality Care-GHV, LLC

	NEWSEASONS AT EXTON 600 North Pottstown Pike Exton, Pennsylvania 19341	Five Star Quality Care-GHV, LLC

State	Facility	Subtenant

	NEWSEASONS AT GLEN MILLS (CONCORDVILLE) 242 Baltimore Pike Glen Mills, Pennsylvania 19342	Five Star Quality Care-GHV, LLC

	NEWSEASONS AT TIFFANY COURT 700 Northampton Street Kingston, Pennsylvania 18704	Five Star Quality Care-GHV, LLC

SOUTH CAROLINA:	MORNINGSIDE OF GREENWOOD 116 Enterprise Court Greenwood, South Carolina 29649	Morningside of Greenwood, L.P.

TEXAS:	MONTEVISTA AT CORONADO 1575 Belvidere El Paso, Texas 79912	FS Tenant Pool I Trust

VIRGINIA:	MORNINGSIDE OF BELGRADE 2800 Polo Parkway Midlothian, VA 23113	Five Star Morningside Bellgrade LLC

	DOMINION VILLAGE OF POQUOSON 531 Wythe Creek Road Poquoson, Virginia 23662	Five Star Quality Care-VA, LLC

	MORNINGSIDE IN THE WEST END 3000 Skipwith Road Richmond, Virginia 23294	Morningside of Skipwith-Richmond, LLC

WYOMING:	WORLAND HEALTHCARE & REHABILITATION CENTER 1901 Howell Avenue Worland, Wyoming 82401	Five Star Quality Care-WY, LLC

SCHEDULE 4

SCHEDULE 2

THE FACILITIES

CALIFORNIA:

REMINGTON CLUB I & II

16925 and 16916 Hierba Drive

San Diego, California 92128

SOMERFORD PLACE - STOCKTON

3530 Deer Park Drive

Stockton, California 95219

COLORADO:

LA VILLA GRANDE CARE CENTER

2501 Little Bookcliff Drive

Grand Junction, Colorado 81501

FLORIDA:

COURT AT PALM AIRE

2701 North Course Drive

Pompano Beach, Florida 33069

GEORGIA:

SAVANNAH SQUARE

One Savannah Square Drive

Savannah, Georgia 31406

NORTHLAKE GARDENS

1300 Montreal Road

Tucker, Georgia 30084

IOWA:

WESTRIDGE QUALITY CARE & REHABILITATION

600 Manor Drive

Clarinda, Iowa 51632

ILLINOIS:

BRENDEN GARDENS

900 Southwind Road

Springfield, Illinois 62703

KANSAS:

BRANDON WOODS AT ALVAMAR

1501 Inverness Drive

Lawrence, Kansas 66047

OVERLAND PARK PLACE

6555 West 75th Street

Overland Park, Kansas 66204

KENTUCKY:

MORNINGSIDE OF MAYFIELD

1517 West Broadway

Mayfield, Kentucky 42066

THE NEIGHBORHOOD OF SOMERSET

100 Neighborly Drive

Somerset, Kentucky 42503

NEBRASKA:

CENTENNIAL PARK RETIREMENT VILLAGE

510 Centennial Circle

North Platte, Nebraska 69101

WESTGATE ASSISTED LIVING

3030 South 80th Street

Omaha, Nebraska 68124

NEW JERSEY:

NEWSEASONS AT CHERRY HILL

490 Cooper Landing Road

Cherry Hill, New Jersey 08002

NEWSEASONS AT MOUNT ARLINGTON

2 Hillside Drive

Mount Arlington, New Jersey 07856

NORTH CAROLINA:

McCARTHY COURT II

1325 McCarthy Boulevard

New Bern, North Carolina 28562

PENNSYLVANIA:

NEWSEASONS AT NEW BRITAIN

800 Manor Drive

Chalfont, Pennsylvania 18914

NEWSEASONS AT CLARKS SUMMIT

950 Morgan Highway

Clarks Summit, Pennsylvania 18411

NEWSEASONS AT EXTON

600 North Pottstown Pike

Exton, Pennsylvania 19341

NEWSEASONS AT GLEN MILLS (CONCORDVILLE)

242 Baltimore Pike

Glen Mills, Pennsylvania 19342

NEWSEASONS AT TIFFANY COURT

700 Northampton Street

Kingston, Pennsylvania 18704

SOUTH CAROLINA:

MORNINGSIDE OF GREENWOOD

116 Enterprise Court

Greenwood, South Carolina 29649

TEXAS:

MONTEVISTA AT CORONADO

1575 Belvidere

El Paso, Texas 79912

VIRGINIA:

MORNINGSIDE OF BELLGRADE

2800 Polo Parkway

Midlothian, VA 23113

DOMINION VILLAGE OF POQUOSON

531 Wythe Creek Road

Poquoson, Virginia 23662

MORNINGSIDE IN THE WEST END

3000 Skipwith Road

Richmond, Virginia 23294

WYOMING:

WORLAND HEALTHCARE & REHABILITATION CENTER

1901 Howell Avenue

Worland, Wyoming 82401

Positive
Negative
Uncertain
Constraining
Legalese
Litigious
Readability	H.S. junior V good

AlerisLife (ALR) 10-Q2012 Q3 Quarterly report

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