CONFIRMATION OF GUARANTEES AND CONFIRMATION AND AMENDMENT OF OTHER INCIDENTAL DOCUMENTS

EX-10.9 16 ex10-9.htm

Exhibit 10.9

 

CONFIRMATION OF GUARANTEES AND CONFIRMATION  

AND AMENDMENT OF OTHER INCIDENTAL DOCUMENTS

THIS CONFIRMATION OF GUARANTEES AND CONFIRMATION AND AMENDMENT OF OTHER INCIDENTAL DOCUMENTS (this “Confirmation”) is made as of June 3, 2005 by FIVE STAR QUALITY CARE, INC., a Maryland corporation (the “Guarantor”), FIVE STAR QUALITY CARE TRUST, a Maryland business trust (the “Tenant”), FSQ, INC., a Delaware corporation (the “Tenant Pledgor”), each of the parties identified on the signature page hereof as a subtenant pledgor (collectively, the “Subtenant Pledgors”) and each of the parties identified on the signature page hereof as a subtenant (collectively, the “Subtenants”) for the benefit of each of the parties identified on the signature page hereof as a landlord (collectively, the “Landlords”).

W I T N E S S E T H :

WHEREAS, pursuant to the terms of that certain Second Amended and Restated Lease Agreement, dated as of November 19, 2004, as amended by that certain First Amendment of Lease dated as of May 17, 2005 (as so amended, the “Consolidated Lease”), the Landlords lease to the Tenant, and the Tenant leases from the Landlords, certain property, all as more particularly described in the Consolidated Lease; and

WHEREAS, the payment and performance obligations of the Tenant with respect to the Consolidated Lease are guaranteed by those certain Guaranty Agreements described on Exhibit A attached hereto (collectively, the “Guarantees”); and

WHEREAS, the payment and performance obligations of the Tenant with respect to the Consolidated Lease are further secured by the other Incidental Documents (this and other capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Consolidated Lease); and

WHEREAS, pursuant to a Second Amendment to Second Amended and Restated Lease Agreement, dated as of the date hereof (the “Second Amendment”), the Consolidated Lease is being amended to add certain properties, as more particularly described in the Second Amendment;

WHEREAS, the Tenant intends to sublease the properties being added to the Consolidated Lease pursuant to the Second Amendment to certain affiliates of the Tenant (collectively, the “Subleases”);

 

 


 

WHEREAS, in connection with, and as a condition precedent to, the execution of the Second Amendment by the Landlords, the Landlords have required that the parties hereto confirm that the Guarantees and the other Incidental Documents remain in full force and effect and apply to the Consolidated Lease as amended by the Second Amendment;

WHEREAS, on May 6, 2005, the Guarantor undertook a corporate reorganization that resulted in changes in ownership of certain of the Subtenants, among other things; and

WHEREAS, in connection with the corporate reorganization of the Guarantor and the execution of the Second Amendment and the Subleases, the parties hereto wish to amend certain of the Incidental Documents, including (i) the Security Agreement, dated as of December 31, 2001, by and among certain of the Subtenants and certain of the Landlords, as amended and confirmed from time to time (the “Subtenant Security Agreement”); (ii) the Security Agreement, dated as of December 31, 2001, by and among the Tenant and certain of the Landlords, as amended and confirmed from time to time (the “Tenant Security Agreement”); and (iii) the Second Amended and Restated Pledge of Stock and Membership Interests Agreement, dated as of May 6, 2005, made by the Subtenant Pledgors for the benefit of the Landlords, as amended and confirmed from time to time (the “Subtenant Pledge Agreement”), all subject to and upon the terms and conditions herein set forth;

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 as follows:

1.              Joinder by Subtenants. Each of the Subtenants that is not otherwise a party to the Subtenant Security Agreement or that certain Security Agreement dated as of October 25, 2002, by and among certain of the Subtenants and certain of the Landlords, as amended and confirmed from time to time, hereby joins in the Subtenant Security Agreement as if it had originally executed and delivered the Subtenant Security Agreement as a “Subtenant” thereunder. Each of the Subtenants that is not otherwise a party to the Subtenant Guaranty (as defined in Exhibit A hereof) hereby joins in the Subtenant Guaranty as if it had originally executed and delivered the Subtenant Guaranty as a “Subtenant” thereunder.

2.               Amendment of Subtenant Security Agreement. The Subtenant Security Agreement is hereby amended by (i) replacing Exhibit A attached thereto with Schedule 1 attached hereto;

 

 


 

(ii) replacing Schedule 1 attached thereto with Schedule 2 attached hereto; and (iii) replacing Schedule 2 attached thereto with Schedule 3 attached hereto.

3.              Amendment of Tenant Security Agreement. The Tenant Security Agreement is hereby amended by replacing Schedule 2 attached thereto with Schedule 4 attached hereto.

4.              Amendment of Subtenant Pledge Agreement. The Subtenant Pledge Agreement is hereby amended by (i) replacing Exhibit A attached thereto with Schedule 5 attached hereto; and (ii) replacing Exhibit B attached thereto with Schedule 6 attached hereto.

5.              Confirmation of Guarantees. Each of the parties to the Guarantees hereby confirms that all references in the Guarantees to the “Master Lease” or the “Lease” shall refer to the Consolidated Lease as amended by the Second Amendment and the Guarantees are hereby ratified and confirmed in all respects.

6.              Confirmation of Other Incidental Documents. Each of the parties to the Incidental Documents (other than the Guarantees) hereby confirms that all references in such Incidental Documents to the “Master Lease” or the “Lease” shall refer to the Consolidated Lease as amended by the Second Amendment and that such Incidental Documents, as amended by this Confirmation, are hereby ratified and confirmed in all respects.

7.              No Impairment, Etc. The obligations, covenants, agreements and duties of the guarantors under the Guarantees shall not be impaired in any manner by the execution and delivery of the Second Amendment, the Guarantees, the other Incidental Documents, or any amendments, changes or modifications thereof, and in no event shall any ratification or confirmation of such Guarantees or such other Incidental Documents, or the obligations, covenants, agreements and the duties of the guarantors thereunder or of the parties under the other Incidental Documents, including, without limitation, this Confirmation, be required in connection with any such amendment, change or modification.

 

[Signatures on following page.]

 

 


 

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.

Treasurer, Chief Financial Officer and Assistant Secretary


 

TENANT:

 

FIVE STAR QUALITY CARE TRUST

By:          /s/ Bruce J. Mackey Jr.

Bruce J. Mackey Jr.

Treasurer, Chief Financial Officer and Assistant Secretary


 

TENANT PLEDGOR:

 

FSQ, INC.

By:          /s/ Bruce J. Mackey Jr.

Bruce J. Mackey Jr.

Treasurer, Chief Financial Officer and Assistant Secretary

 

 

 

 


 

 

SUBTENANT PLEDGORS:

 

FSQ, INC., FIVE STAR QUALITY CARE TRUST, FVEST. JOE, INC., FIVE STAR QUALITY CARE-CA, INC., FIVE STAR QUALITY CARE-CA II, INC., FIVE STAR QUALITY CARE-CO, INC., THE HEARTLANDS RETIREMENT COMMUNITY-ELLICOTT CITY I, INC., FIVE STAR QUALITY CARE-GA, INC., FIVE STAR QUALITY CARE-IA, INC., FIVE STAR QUALITY CARE-NE, INC., FIVE STAR QUALITY CARE-WI, INC. and LIFETRUST AMERICA, INC.

By:          /s/ Bruce J. Mackey Jr.

Bruce J. Mackey Jr.

Treasurer, Chief Financial Officer and Assistant Secretary of each of the foregoing entities


 

LIFETRUST PROPERTIES, L.L.C.

 

By:

LifeTrust America Inc.,

 

Its Sole Member

 

By:          /s/ Bruce J. Mackey Jr.

Bruce J. Mackey Jr.

Treasurer, Chief Financial Officer and Assistant Secretary

 

 

 


 

 

SUBTENANTS:

 

FIVE STAR QUALITY CARE-AZ, LLC, FIVE STAR QUALITY CARE-CA, LLC, FIVE STAR QUALITY CARE-CA II, LLC, FIVE STAR QUALITY CARE-COLORADO, LLC, FIVE STAR QUALITY CARE-CT, LLC, FIVE STAR QUALITY CARE-GA, LLC, FIVE STAR QUALITY CARE-IA, LLC, FIVE STAR QUALITY CARE-KS, LLC, FIVE STAR QUALITY CARE-MD, LLC, FIVE STAR QUALITY CARE-MO, LLC, FIVE STAR QUALITY CARE-NE, LLC, FIVE STAR QUALITY CARE-NC, LLC FIVE STAR QUALITY CARE-WI, LLC, FIVE STAR QUALITY CARE-WY, LLC, FIVE STAR QUALITY CARE-VA, LLC, FIVE STAR QUALITY CARE-CA, INC., FIVE STAR QUALITY CARE-IA, INC., FIVE STAR QUALITY CARE-NE, INC., MORNINGSIDE OF GALLATIN, LLC, THE HEARTLANDS RETIREMENT COMMUNITY – ELLICOTT CITY I, INC. and MORNINGSIDE OF BELMONT, LLC

By:          /s/ Bruce J. Mackey Jr.

Bruce J. Mackey Jr.

Treasurer, Chief Financial Officer and Assistant Secretary of each of the foregoing entities

 

 

 


 

 

MORNINGSIDE OF ANDERSON, L.P., MORNINGSIDE OF ATHENS, LIMITED PARTNERSHIP, MORNINGSIDE OF COLUMBUS, L.P., MORNINGSIDE OF DALTON, LIMITED PARTNERSHIP, MORNINGSIDE OF EVANS, LIMITED PARTNERSHIP, 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.

Treasurer, Chief Financial Officer and Assistant Secretary

MORNINGSIDE OF BELLGRADE, RICHMOND, LLC, MORNINGSIDE OF CHARLOTTESVILLE, LLC, MORNINGSIDE OF NEWPORT NEWS, LLC and MORNINGSIDE OF SKIPWITH – RICHMOND, LLC

 

By:

LifeTrust America, Inc.,

Member of each of the foregoing entities

By:          /s/ Bruce J. Mackey Jr.

Bruce J. Mackey Jr.

Treasurer, Chief Financial Officer and Assistant Secretary

 

 

 


 

 

LANDLORD:

 

HRES2 PROPERTIES TRUST,

SPTIHS PROPERTIES TRUST,

SPT-MICHIGAN TRUST,

SPTMNR PROPERTIES TRUST,

SNH CHS PROPERTIES TRUST,

ELLICOTT CITY LAND I, LLC,

ELLICOTT CITY LAND II, LLC,

SNH/LTA PROPERTIES TRUST and

SNH/LTA PROPERTIES GA LLC

By:          /s/ John R. Hoadley

John R. Hoadley
Treasurer of each of the foregoing entities

 

 


 

 

EXHIBIT A

 

GUARANTEES

 

1.

Guaranty Agreement, dated as of December 31, 2001, made by Guarantor in favor of HRES2 Properties Trust, SPTIHS Properties Trust, SPT-Michigan Trust and SPTMNR Properties Trust.

 

2.

Guaranty Agreement, dated as of October 25, 2002, made by Guarantor in favor of SNH CHS Properties Trust.

 

3.

Guaranty Agreement, dated as of October 25, 2002, made by certain of the Subtenants in favor of SNH CHS Properties Trust (the “Subtenant Guaranty”).

 

The Guarantees were confirmed pursuant to (i) that certain Confirmation of Guarantees and Security Documents, dated as of March 1, 2004, made by certain of the parties hereto; (ii) that certain Confirmation of Guarantees and Other Incidental Documents, dated as of June 23, 2004, made by certain of the parties hereto; and (iii) that certain Confirmation of Guarantees and Other Incidental Documents, dated as of November 19, 2004, made by certain of the parties hereto.

 

 


 

 

SCHEDULE 1

 

EXHIBIT A

SUBLEASES

1.

Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, and Five Star Quality Care-AZ, LLC, a Delaware limited liability company, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust, and Certain Affiliates of Five Star Quality Care, Inc.

2.

Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, and Five Star Quality Care-CA, LLC, a Delaware limited liability company, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust and Certain Affiliates of Five Star Quality Care, Inc., and that certain Partial Amendment and Termination of Sublease dated May 6, 2005 by and between Five Star Quality Care Trust, and Five Star Quality Care-CA, LLC.

3.

Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, and Five Star Quality Care-Colorado, LLC, a Delaware limited liability company, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust and Certain Affiliates of Five Star Quality Care, Inc.

4.

Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, and Five Star Quality Care-CT, LLC, a Delaware limited liability company, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust and Certain Affiliates of Five Star Quality Care, Inc.

5.

Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, and Five Star Quality Care-IA, LLC, a Delaware limited liability company, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust and Certain Affiliates of Five Star Quality Care, Inc.

 

 

 


 

 

6.

Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, and Five Star Quality Care-KS, LLC, a Delaware limited liability company, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust and Certain Affiliates of Five Star Quality Care, Inc.

7.

Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, and Five Star Quality Care-MO, LLC, a Delaware limited liability company, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust and Certain Affiliates of Five Star Quality Care, Inc.

8.

Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, and Five Star Quality Care-WI, LLC, a Delaware limited liability company, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust and Certain Affiliates of Five Star Quality Care, Inc.

9.

Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, and Five Star Quality Care-WY, LLC, a Delaware limited liability company, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust and Certain Affiliates of Five Star Quality Care, Inc.

10.

Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, and Five Star Quality Care-CA, Inc., a Delaware corporation, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust and Certain Affiliates of Five Star Quality Care, Inc.

11.

Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, and Five Star Quality Care-IA, Inc., a Delaware corporation, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust and Certain Affiliates of Five Star Quality Care, Inc.

 

 

 


 

 

12.

Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, and Five Star Quality Care-NE, Inc., a Delaware corporation, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust and Certain Affiliates of Five Star Quality Care, Inc.

13.

Sublease Agreement, dated March 1, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, and The Heartlands Retirement Community - Ellicott City I, Inc., a Maryland corporation.

14.

Sublease Agreement, dated June 23, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, and Five Star Quality Care-MO, LLC, a Delaware limited liability company.

15.

Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, and Morningside of Skipwith-Richmond, LLC, a Delaware limited liability company.

16.

Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, and Morningside of Newport News, LLC, a Delaware limited liability company.

17.

Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, and Morningside of Charlottesville, LLC, a Delaware limited liability company.

18.

Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, and Morningside of Bellgrade, Richmond, LLC, a Delaware limited liability company.

19.

Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, and Morningside of Gallatin, LLC, a Delaware limited liability company.

20.

Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, and Morningside of Anderson, L.P., a Delaware limited partnership.

 

 

 


 

 

21.

Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, and Morningside of Kentucky, Limited Partnership, a Delaware limited partnership.

22.

Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, and Morningside of Evans, Limited Partnership, a Delaware limited partnership.

23.

Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, and Morningside of Athens, Limited Partnership, a Delaware limited partnership.

24.

Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, and Morningside of Columbus, L.P., a Delaware limited partnership.

25.

Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, and Morningside of Dalton, Limited Partnership, a Delaware limited partnership.

26.

Sublease Agreement, dated May 6, 2005, by and between Five Star Quality Care Trust, a Maryland business trust, and Five Star Quality Care-CA II, LLC, a Delaware limited liability company.

27.

Amended and Restated Sublease Agreement, dated June 3, 2005, by and between Five Star Quality Care Trust, a Maryland business trust, and Five Star Quality Care-GA, LLC, a Delaware limited liability company.

28.

Amended and Restated Sublease Agreement, dated June 3, 2005, by and between Five Star Quality Care Trust, a Maryland business trust, and Five Star Quality Care-NE, LLC, a Delaware limited liability company.

29.

Sublease Agreement, dated June 3, 2005, by and between Five Star Quality Care Trust, a Maryland business trust, and Morningside of Belmont, LLC, a Delaware limited liability company.

30.

Sublease Agreement, dated June 3, 2005, by and between Five Star Quality Care Trust, a Maryland business trust, and Morningside of Greenwood, L.P., a Delaware limited partnership.

 

 

 


 

 

SCHEDULE 2

 

SCHEDULE 1

Subtenant Name, Organizational Structure

& Corporate Identification Number:

Chief Executive Office & Principal Place of Business:

Other Names

Five Star Quality Care-AZ, LLC,

a Delaware limited liability company

No:_________________________________

400 Centre Street

Newton, MA 02458

SHOPCO-AZ, LLC

Five Star Quality Care-CA, LLC,

a Delaware limited liability company

No:_________________________________

400 Centre Street

Newton, MA 02458

SHOPCO-CA, LLC

Five Star Quality Care-CA, INC.,

a Delaware corporation

No:_________________________________

400 Centre Street

Newton, MA 02458

SHOPCO-CA, Inc.

Five Star Quality Care-Colorado, LLC,

a Delaware limited liability company

No:_________________________________

400 Centre Street

Newton, MA 02458

SHOPCO-Colorado, LLC

Five Star Quality Care-CT, LLC,

a Delaware limited liability company No:_________________________________

400 Centre Street

Newton, MA 02458

SHOPCO-CT, LLC

Five Star Quality Care-GA, LLC,

a Delaware limited liability company

No:_________________________________

400 Centre Street

Newton, MA 02458

SHOPCO-GA, LLC

Five Star Quality Care-IA, LLC,

a Delaware limited liability company

No:_________________________________

400 Centre Street

Newton, MA 02458

SHOPCO-IA, LLC

Five Star Quality Care-IA, INC.,

a Delaware corporation

No:_________________________________

400 Centre Street

Newton, MA 02458

SHOPCO-IA, INC.

Five Star Quality Care-KS, LLC,

a Delaware limited liability company

No:________________________________

400 Centre Street

Newton, MA 02458

SHOPCO-KS, LLC

Five Star Quality Care-MO, LLC,

a Delaware limited liability company

No:_________________________________

400 Centre Street

Newton, MA 02458

SHOPCO-MO, LLC

Five Star Quality Care-NE, LLC,

a Delaware limited liability company

No:_________________________________

400 Centre Street

Newton, MA 02458

SHOPCO-NE, LLC

Five Star Quality Care-NE, INC.,

a Delaware corporation

No:_________________________________

400 Centre Street

Newton, MA 02458

SHOPCO-NE, Inc.

Five Star Quality Care-WI, LLC,

a Delaware limited liability company

No:_________________________________

400 Centre Street

Newton, MA 02458

SHOPCO-WI, LLC

Five Star Quality Care-WY, LLC,

a Delaware limited liability company

No:_________________________________

400 Centre Street

Newton, MA 02458

SHOPCO-WY, LLC

 

 

 

 


 

 

 

Subtenant Name, Organizational Structure

& Corporate Identification Number:

Chief Executive Office & Principal Place of Business:

Other Names

The Heartlands Retirement Community - Ellicott City I, Inc., a Maryland corporation

No. ___________________________________

400 Centre Street

Newton, MA 02458

None.

Morningside of Skipwith-Richmond, LLC, a Delaware limited liability company

No. ___________________________________

400 Centre Street

Newton, MA 02458

None.

Morningside of Newport News, LLC, a Delaware limited liability company

No. ___________________________________

400 Centre Street

Newton, MA 02458

None.

Morningside of Charlottesville, LLC, a Delaware limited liability company

No. ___________________________________

400 Centre Street

Newton, MA 02458

None.

Morningside of Bellgrade, Richmond, LLC, a Delaware limited liability company

No. ___________________________________

400 Centre Street

Newton, MA 02458

None.

Morningside of Gallatin, LLC, a Delaware limited liability company

No. ___________________________________

400 Centre Street

Newton, MA 02458

None.

Morningside of Anderson, L.P., a Delaware limited partnership

No. ___________________________________

400 Centre Street

Newton, MA 02458

None.

Morningside of Kentucky, Limited Partnership, a Delaware limited partnership

No. ___________________________________

400 Centre Street

Newton, MA 02458

None.

Morningside of Evans, Limited Partnership, a Delaware limited partnership

No. ___________________________________

400 Centre Street

Newton, MA 02458

None.

Morningside of Athens, Limited Partnership, a Delaware limited partnership

No. ___________________________________

400 Centre Street

Newton, MA 02458

None.

Morningside of Columbus, L.P., a Delaware limited partnership

No. ___________________________________

400 Centre Street

Newton, MA 02458

None.

Morningside of Dalton, Limited Partnership, a Delaware limited partnership

No. ___________________________________

400 Centre Street

Newton, MA 02458

None.

Five Star Quality Care-CA II, LLC, a Delaware limited liability company

No. ___________________________________

400 Centre Street

Newton, MA 02458

None.

Morningside of Belmont, LLC, a Delaware limited liability company

No. ___________________________________

400 Centre Street

Newton, MA 02458

None.

Morningside of Greenwood, L.P., a Delaware limited partnership

No. ______________________

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, AZ 85364

 

Five Star Quality Care-AZ, LLC

 

SUNQUEST VILLAGE OF YUMA

265 E. 24th Street

Yuma, AZ 85364

 

Five Star Quality Care-AZ, LLC

CALIFORNIA:

LANCASTER HEALTHCARE CENTER

1642 West Avenue J

Lancaster, CA 93534

 

Five Star Quality Care-CA, LLC

 

LA SALETTE HEALTH AND REHABILITATION CENTER

537 E. Fulton Street

Stockton, CA 95204

 

Five Star Quality Care-CA II, LLC

 

THOUSAND OAKS HEALTH CARE CENTER

93 W. Avenida de Los Arboles

Thousand Oaks, CA 91360

 

Five Star Quality Care-CA II, LLC

 

VALLEY VIEW

9120 Woodman Boulevard

Arleta, CA 91331

 

Five Star Quality Care-CA, INC.

 

VAN NUYS HEALTH CARE CENTER

6835 Hazeltine Street

Van Nuys, CA 91405

 

Five Star Quality Care-CA, LLC

COLORADO:

CHERRELYN HEALTHCARE CENTER

5555 South Elati Street

Littleton, CO 80120

 

Five Star Quality Care-Colorado, LLC

 

CEDARS HEALTHCARE CENTER

1599 Ingals Street

Lakewood, CO 80214

 

Five Star Quality Care-Colorado, LLC

 

 


 

State:

Facility:

Subtenant:

 

LA VILLA GRANDE CARE CENTER

2501 Little Bookcliff Drive

Grand Junction, CO 81501

 

Five Star Quality Care-Colorado, LLC

 

MANTEY HEIGHTS REHABILITATION & CARE CENTER

2835 Patterson Road

Grand Junction, CO 81501

 

Five Star Quality Care-Colorado, LLC

 

SKYLINE RIDGE NURSING & REHABILITATION CENTER

515 Fairview

Canon City, CO 81212

 

Five Star Quality Care-Colorado, LLC

 

SPRINGS VILLAGE CARE CENTER

110 West Van Buren

Colorado Springs, CO 80907

 

Five Star Quality Care-Colorado, LLC

 

WILLOW TREE CARE CENTER

2050 South Main

Delta, CO 81416

 

Five Star Quality Care-Colorado, LLC

CONNECTICUT:

CLIFTON HOUSE REHABILITATION CENTER

181 Clifton Street

New Haven, CT 06513

 

Five Star Quality Care-CT, LLC

 

HEALTH CENTER OF GREATER WATERBURY

177 Whitewood Road

Waterbury, CT 06705

 

Five Star Quality Care-CT, LLC

GEORGIA:

AUTUMN BREEZE HEALTHCARE CENTER

1480 Sandtown Road

Marietta, GA 30060

 

Five Star Quality Care-GA, LLC

 

COLLEGE PARK HEALTHCARE CENTER

1765 Temple Avenue

College Park, GA 30337

 

Five Star Quality Care-GA, LLC

 

MORNINGSIDE OF ATHENS
1291 Cedar Shoals Drive
Athens, Georgia 30605

 

Morningside of Athens, Limited Partnership

 

 

 

 


 

 

 

State:

Facility:

Subtenant:

 

MORNINGSIDE OF COLUMBUS
7100 South Stadium Drive
Columbus, Georgia 31909
 

Morningside of Columbus, L.P.

 

MORNINGSIDE OF DALTON
2470 Dug Gap Road
Dalton, Georgia 30720
 

Morningside of Dalton, Limited Partnership

 

MORNINGSIDE OF EVANS
353 N. Belair Road
Evans, Georgia 30809
 

Morningside of Evans, Limited Partnership

 

NORTHLAKE GARDENS
1300 Montreal Road
Tucker, Georgia 30084
 

Five Star Quality Care-GA, LLC

 

SOUTHLAND CARE CENTER

606 Simmons Street

Dublin, GA 31021

 

Five Star Quality Care-GA, LLC

IOWA:

NORTHCREST CARE & REHABILITATION

34 Northcrest Drive

Council Bluffs, IA 51503

 

Five Star Quality Care-IA, LLC

 

PACIFIC PLACE

20937 State Highway 385

Pacific Junction, IA 51561

 

Five Star Quality Care-IA, LLC

 

PARK PLACE

114 East Green Street

Glenwood, IA 51534

 

Five Star Quality Care-IA, INC.

 

PRAIRIE RIDGE CARE & REHABILITATION

308 Prairie Street

Mediapolis, IA 52637

 

Five Star Quality Care-IA, LLC

 

UNION PARK HEALTH SERVICES

2348 East 9th Street

Des Moines, IA 50316

 

Five Star Quality Care-IA, INC.

 

WEST BRIDGE CARE & REHABILITATION

1015 West Summit

Winterset, IA 50273

 

Five Star Quality Care-IA, LLC

 

 

 

 


 

 

State:

Facility:

Subtenant:

 

WESTRIDGE QUALITY CARE & REHABILITATION

600 Manor Drive

Clarinda, IA 51632

 

Five Star Quality Care-IA, LLC

KANSAS:

WOODHAVEN CARE CENTER

510 W 7th Street

Ellinwood, KS 67526

 

Five Star Quality Care-KS, LLC

KENTUCKY:

MORNINGSIDE OF MAYFIELD
1517 West Broadway
Mayfield, Kentucky 42066
 

Morningside of Kentucky, Limited Partnership

MARYLAND:

HEARTLANDS AT ELLICOTT CITY
3004 North Ridge Road
Ellicott City, Maryland 21043
 

The Heartlands Retirement Community - Ellicott City I, Inc.

MISSOURI:

ARBOR VIEW (BEVERLY MANOR)
1317 North 36th Street
St. Joseph, Missouri 64506
 

Five Star Quality Care-MO, LLC

 

NORTHVIEW MANOR

300 Cedar Street

Tarkio, MO 64491

 

Five Star Quality Care-MO, LLC

NEBRASKA:

AINSWORTH CARE CENTER

143 North Fullerton

Ainsworth, NE 69210

 

Five Star Quality Care-NE, LLC

 

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.

 

CRESTVIEW HEALTHCARE CENTER

1100 West First Street

Milford, NE 68405

 

Five Star Quality Care-NE, LLC

 

 

 

 


 

 

 

State:

Facility:

Subtenant:

 

EXETER CARE CENTER

425 South Empire Avenue

Exeter, NE 68351

 

Five Star Quality Care-NE, INC.

 

GRETNA COMMUNITY CARE CENTER

700 South Highway 6

Gretna, NE 68028

 

Five Star Quality Care-NE, LLC

 

LOGAN VALLEY MANOR

1035 Diamond Street

Lyons, NE 68038

 

Five Star Quality Care-NE, LLC

 

MORYS HAVEN

1112 15th Street

Columbus, NE 68601

 

Five Star Quality Care-NE, INC.

 

ROSE BROOK CARE CENTER

Route 1 Box 83A

Edgar, NE 68935

 

Five Star Quality Care-NE, INC.

 

SUTHERLAND CARE CENTER

333 Maple

Sutherland, NE 69165

 

Five Star Quality Care-NE, LLC

 

UTICA COMMUNITY CARE CENTER

1350 Centenial Avenue

Utica, NE 68456

 

Five Star Quality Care-NE, INC.

 

WAVERLY CARE CENTER

11041 North 137th Street

Waverly, NE 68462

 

Five Star Quality Care-NE, LLC

 

WEDGEWOOD CARE CENTER

800 Stoeger Drive

Grand Island, NE 68803

 

Five Star Quality Care-NE, LLC

 

WESTGATE ASSISTED LIVING
3030 South 80th Street
Omaha, Nebraska 68124
 

Five Star Quality Care-NE, LLC

SOUTH CAROLINA:

MORNINGSIDE OF ANDERSON
1304 McLees Road
Anderson, South Carolina 29621

Morningside of Anderson, L.P.

 

 

 

 


 

 

 

State:

Facility:

Subtenant:

 

MORNINGSIDE OF GREENWOOD
116 Enterprise Court
Greenwood, South Carolina 29649
 

Morningside of Greenwood, L.P.

TENNESSEE:

MORNINGSIDE OF GALLATIN
1085 Hartsville Pike
Gallatin, Tennessee 37066
 

Morningside of Gallatin, LLC

 

MORNINGSIDE OF BELMONT
1710 Magnolia Boulevard
Nashville, Tennessee 37212
 

Morningside of Belmont, LLC

VIRGINIA:

MORNINGSIDE OF CHARLOTTESVILLE
491 Crestwood Drive
Charlottesville, Virginia 22903
 

Morningside of Charlottesville, LLC

 

MORNINGSIDE OF BELLGRADE
2800 Polo Parkway
Midlothian, Virginia 28113
 

Morningside of Bellgrade, Richmond, LLC

 

MORNINGSIDE OF NEWPORT NEWS
655 Denbigh Boulevard
Newport News, Virginia 23608
 

Morningside of Newport News, LLC

 

MORNINGSIDE IN THE WEST END
3000 Skipwith Road
Richmond, Virginia 23294
 

Morningside of Skipwith-Richmond, LLC

WISCONSIN:

CHRISTOPHER EAST HEALTH & REHABILITATION CENTER

1132 E. Knapp Street

Milwaukee, WI 53202

 

Five Star Quality Care-WI, LLC

 

GREENTREE HEALTH & REHABILITATION CENTER

70 Greentree Road

Clintonville, WI 54929

 

Five Star Quality Care-WI, LLC

 

PINE MANOR HEALTHCARE CENTER

Route 4, Box 549

Clintonville, WI 54929

 

Five Star Quality Care-WI, LLC

 

 

 

 


 

 

 

 

RIVER HILLS WEST HEALTHCARE CENTER

321 Riverside Drive

Pewaukee, WI 53072

 

Five Star Quality Care-WI, LLC

 

SUNNY HILLS HEALTH CARE CENTER

4325 Nakoma Road

Madison, WI 53711

 

Five Star Quality Care-WI, LLC

 

THE VIRGINIA HEALTH & REHABILITATION CENTER

1451 Cleveland Avenue

Waukesha, WI 53186

 

Five Star Quality Care-WI, LLC

 

WOODLAND HEALTHCARE CENTER

18741 West Bluemound Road

Brookfield, WI 53045

 

Five Star Quality Care-WI, LLC

WYOMING:

LARAMIE CARE CENTER

503 South 18th Street

Laramie, WY 82070

 

Five Star Quality Care-WY, LLC

 

WORLAND HEALTHCARE & REHABILITATION CENTER

1901 Howell Avenue

Worland, WY 82401

 

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:

 

LANCASTER HEALTHCARE CENTER

 

 

1642 West Avenue J

 

 

Lancaster, California 93534

 

LA SALETTE HEALTH AND REHABILITATION CENTER

 

537 E. Fulton Street

 

 

Stockton, California 95204

 

 

THOUSAND OAKS HEALTH CARE CENTER

 

 

93 W. Avenida de Los Arboles

 

 

Thousand Oaks, California 91360

 

VALLEY VIEW

 

 

9120 Woodman Boulevard

 

 

Arleta, California 91331

 

VAN NUYS HEALTH CARE CENTER

 

 

6835 Hazeltine Street

 

 

Van Nuys, California 91405

 

COLORADO:

 

CEDARS HEALTHCARE CENTER

 

 

1599 Ingals Street

 

 

Lakewood, Colorado 80214

 

 

CHERRELYN HEALTHCARE CENTER

 

 

5555 South Elati Street

 

 

Littleton, Colorado 80120

 

 

 


 

 

 

LA VILLA GRANDE CARE CENTER

 

 

2501 Little Bookcliff Drive

 

 

Grand Junction, Colorado 81501

 

MANTEY HEIGHTS REHABILITATION & CARE CENTER

 

2835 Patterson Road

 

 

Grand Junction, Colorado 81501

 

 

SKYLINE RIDGE NURSING & REHABILITATION CENTER

 

515 Fairview

 

 

Canon City, Colorado 81212

 

 

SPRINGS VILLAGE CARE CENTER

 

 

110 West Van Buren

 

 

Colorado Springs, Colorado 80907

 

WILLOW TREE CARE CENTER

 

 

2050 South Main

 

 

Delta, Colorado 81416

 

CONNECTICUT:

 

CLIFTON HOUSE REHABILITATION CENTER

 

181 Clifton Street

 

 

New Haven, Connecticut 06513

 

 

HEALTH CENTER OF GREATER WATERBURY

 

177 Whitewood Road

 

 

Waterbury, Connecticut 06705

 

GEORGIA:

 

AUTUMN BREEZE HEALTHCARE CENTER

 

1480 Sandtown Road

 

 

Marietta, Georgia 30060

 

 

COLLEGE PARK HEALTHCARE CENTER

 

 

1765 Temple Avenue

 

 

College Park, Georgia 30337

 

MORNINGSIDE OF ATHENS

 

 

1291 Cedar Shoals Drive

 

Athens, Georgia 30605

 

 

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

 

NORTHLAKE GARDENS

 

 

1300 Montreal Road

 

 

Tucker, Georgia 30084

 

SOUTHLAND CARE CENTER

 

 

606 Simmons Street

 

 

Dublin, Georgia 31021

 

IOWA:

 

NORTHCREST CARE & REHABILITATION

 

34 Northcrest Drive

 

 

Council Bluffs, Iowa 51503

 

PACIFIC PLACE

 

 

20937 State Highway 385

 

 

Pacific Junction, Iowa 51561

 

PARK PLACE

 

 

114 East Green Street

 

Glenwood, Iowa 51534

 

PRAIRIE RIDGE CARE & REHABILITATION

 

308 Prairie Street

 

 

Mediapolis, Iowa 52637

 

 

UNION PARK HEALTH SERVICES

 

 

2348 East 9th Street

 

 

Des Moines, Iowa 50316

 

WEST BRIDGE CARE & REHABILITATION

 

1015 West Summit

 

 

Winterset, Iowa 50273

 

 

WESTRIDGE QUALITY CARE & REHABILITATION

 

600 Manor Drive

 

 

Clarinda, Iowa 51632

 

 

 

 

 


 

 

KANSAS:

 

WOODHAVEN CARE CENTER

 

 

510 W 7th Street

 

 

Ellinwood, Kansas 67526

 

KENTUCKY:

 

Morningside of Mayfield

 

 

1517 West Broadway

 

 

Mayfield, Kentucky 42066

 

MARYLAND:

 

HEARTLANDS AT ELLICOTT CITY

 

3004 North Ridge Road

 

Ellicott City, Maryland 21043

 

MISSOURI:

 

ARBOR VIEW (BEVERLY MANOR)

 

 

1317 North 36th Street

 

 

St. Joseph, Missouri 64506

 

NORTHVIEW MANOR

 

 

300 Cedar Street

 

 

Tarkio, Missouri 64491

 

NEBRASKA:

 

AINSWORTH CARE CENTER

 

 

143 North Fullerton

 

 

Ainsworth, Nebraska 69210

 

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 68462

 

 

 

 


 

 

CRESTVIEW HEALTHCARE CENTER

 

 

1100 West First Street

 

 

Milford, Nebraska 68405

 

EXETER CARE CENTER

 

 

425 South Empire Avenue

 

Exeter, Nebraska 68351

 

GRETNA COMMUNITY CARE CENTER

 

700 South Highway 6

 

 

Gretna, Nebraska 68028

 

LOGAN VALLEY MANOR

 

 

1035 Diamond Street

 

 

Lyons, Nebraska 68038

 

MORYS HAVEN

 

 

1112 15th Street

 

 

Columbus, Nebraska 68601

 

ROSE BROOK CARE CENTER

 

 

Route 1 Box 83A

 

 

Edgar, Nebraska 68935

 

SUTHERLAND CARE CENTER

 

 

333 Maple

 

 

Sutherland, Nebraska 69165

 

UTICA COMMUNITY CARE CENTER

 

1350 Centenial Avenue

 

 

Utica, Nebraska 68456

 

WAVERLY CARE CENTER

 

 

11041 North 137th Street

 

 

Waverly, Nebraska 68462

 

WEDGEWOOD CARE CENTER

 

 

800 Stoeger Drive

 

 

Grand Island, Nebraska 68803

 

WESTGATE ASSISTED LIVING

 

 

3030 South 80th Street

 

 

Omaha, Nebraska 68124

 

 

 

 


 

 

SOUTH CAROLINA:

 

MORNINGSIDE OF ANDERSON

 

 

1304 McLees Road

 

 

Anderson, South Carolina 29621

 

MORNINGSIDE OF GREENWOOD

 

 

116 Enterprise Court

 

 

Greenwood, South Carolina 29649

 

TENNESSEE:

 

MORNINGSIDE OF GALLATIN

 

 

1085 Hartsville Pike

 

 

Gallatin, Tennessee 37066

 

MORNINGSIDE OF BELMONT

 

 

1710 Magnolia Boulevard

 

 

Nashville, Tennessee 37212

 

VIRGINIA:

 

MORNINGSIDE OF CHARLOTTESVILLE

 

 

491 Crestwood Drive

 

 

Charlottesville, Virginia 22903

 

MORNINGSIDE OF BELLGRADE

 

 

2800 Polo Parkway

 

 

Midlothian, Virginia 28113

 

MORNINGSIDE OF NEWPORT NEWS

 

 

655 Denbigh Boulevard

 

 

Newport News, Virginia 23608

 

MORNINGSIDE IN THE WEST END

 

 

3000 Skipwith Road

 

 

Richmond, Virginia 23294

 

WISCONSIN:

 

CHRISTOPHER EAST HEALTH & REHABILITATION CENTER

 

1132 E. Knapp Street

 

 

Milwaukee, Wisconsin 53202

 

 

 

GREENTREE HEALTH & REHABILITATION CENTER

 

70 Greentree Road

 

 

Clintonville, Wisconsin 54929

 

 

 

 


 

 

 

PINE MANOR HEALTHCARE CENTER

 

 

Route 4, Box 549

 

 

Clintonville, Wisconsin 54929

 

RIVER HILLS WEST HEALTHCARE CENTER

 

321 Riverside Drive

 

 

Pewaukee, Wisconsin 53072

 

 

SUNNY HILLS HEALTH CARE CENTER

 

4325 Nakoma Road

 

 

Madison, Wisconsin 53711

 

THE VIRGINIA HEALTH & REHABILITATION CENTER

 

1451 Cleveland Avenue

 

 

Waukesha, Wisconsin 53186

 

 

WOODLAND HEALTHCARE CENTER

 

 

18741 West Bluemound Road

 

 

Brookfield, Wisconsin 53045

 

WYOMING:

 

LARAMIE CARE CENTER

 

 

503 South 18th Street

 

 

Laramie, Wyoming 82070

 

WORLAND HEALTHCARE & REHABILITATION CENTER

 

1901 Howell Avenue

 

 

Worland, Wyoming 82401

 

 

 

 

 


 

 

SCHEDULE 5

 

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.

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, and that certain Partial Amendment and Termination of Sublease dated May 6, 2005 by and between Five Star Quality Care Trust, as sublandlord, and Five Star Quality Care-CA, LLC, as subtenant.

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.

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-CT, 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.

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-IA, 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.

6.

Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-KS, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

7.

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-MO, 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.

8.

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-WI, 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.

9.

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.

10.

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, 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.

11.

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.

12.

Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-NE, Inc., a Delaware corporation, as subtenant, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

13.

Sublease Agreement, dated October 25, 2002, by and between FVE-CHS LLC (predecessor by merger to Five Star Quality Care Trust), as sublandlord, and Five Star Quality Care-MD, 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.

14.

Sublease Agreement, dated October 25, 2002, by and between FVE-CHS LLC (predecessor by merger to Five Star Quality Care Trust), as sublandlord, and Five Star Quality Care-NC, 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.

15.

Sublease Agreement, dated October 25, 2002, by and between FVE-CHS LLC (predecessor by merger to Five Star Quality Care Trust), as sublandlord, and Five Star Quality Care-VA, LLC, a Delaware limited liability company, as subtenant, as amended by that certain First Amendment to Sublease Agreement, dated May 30, 2003, by and between FVE-CHS LLC (predecessor by merger to Five Star Quality Care Trust), as sublandlord, and Five Star Quality Care-VA, LLC, as subtenant, and 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.

16.

Sublease Agreement, dated September 30, 2003, by and between FVE-CHS LLC (predecessor by merger to Five Star Quality Care 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.

17.

Sublease Agreement, dated March 1, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and The Heartlands Retirement Community - Ellicott City I, Inc., a Maryland corporation, as subtenant.

18.

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.

19.

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.

20.

Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Newport News, LLC, a Delaware limited liability company, as subtenant.

21.

Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Charlottesville, LLC, a Delaware limited liability company, as subtenant.

22.

Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Bellgrade, Richmond, LLC, a Delaware limited liability company, as subtenant.

23.

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.

24.

Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Anderson, L.P., a Delaware limited partnership, as subtenant.

25.

Sublease Agreement, dated November 19, 2004, 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.

 

 

 


 

 

26.

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.

27.

Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Athens, Limited Partnership, a Delaware limited partnership, as subtenant.

28.

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.

29.

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.

30.

Sublease Agreement, dated May 6, 2005, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-CA II, LLC, a Delaware limited liability company, as subtenant.

31.

Amended and Restated Sublease Agreement, dated June 3, 2005, 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.

32.

Amended and Restated Sublease Agreement, dated June 3, 2005, 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.

33.

Sublease Agreement, dated June 3, 2005, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Belmont, LLC, a Delaware limited liability company, as subtenant.

34.

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.

 

 

 


 

 

SCHEDULE 6

 

EXHIBIT B

Pledged Interests

 

All of the stock, membership interests or other ownership interests in the following entities:

 

1.

Five Star Quality Care-AZ, LLC

 

2.

Five Star Quality Care-CA, LLC

 

3.

Five Star Quality Care-CA II, LLC

 

4.

Five Star Quality Care-Colorado, LLC

 

5.

Five Star Quality Care-CT, LLC

 

6.

Five Star Quality Care-GA, LLC

 

7.

Five Star Quality Care-IA, LLC

 

8.

Five Star Quality Care-KS, LLC

 

9.

Five Star Quality Care-MD, LLC

 

10.

Five Star Quality Care-MO, LLC

 

11.

Five Star Quality Care-NC, LLC

 

12.

Five Star Quality Care-NE, LLC

 

13.

Five Star Quality Care-VA, LLC

 

14.

Five Star Quality Care-WI, LLC

 

15.

Five Star Quality Care-WY, LLC

 

16.

Morningside of Skipwith-Richmond, LLC

 

17.

Morningside of Newport News, LLC

 

18.

Morningside of Charlotteville, LLC

 

19.

Morningside of Bellgrade, Richmond, LLC

 

20.

Morningside of Gallatin, LLC

 

21.

Morningside of Anderson, L.P.

 

22.

Morningside of Kentucky, Limited Partnership

 

23.

Morningside of Evans, Limited Partnership

 

24.

Morningside of Athens, Limited Partnership

 

25.

Morningside of Columbus, L.P.

 

26.

Morningside of Dalton, Limited Partnership

 

27.

Five Star Quality Care-CA, Inc.

 

28.

Five Star Quality Care-IA, Inc.

 

29.

Five Star Quality Care-NE, Inc.

 

30.

The Heartlands Retirement Community-Ellicott City I, Inc.

31.

Morningside of Belmont, LLC

 

32.

Morningside of Greenwood, L.P.