Exhibit 10.17


 


AMENDED
AND RESTATED SUBTENANT SECURITY AGREEMENT


(LEASE
NO. 3)


 


THIS
AMENDED AND RESTATED SUBTENANT SECURITY AGREEMENT (this “Agreement”) is entered into
as of this 30th day of June, 2008 by and among (i) each of the
parties identified on the signature page hereof as the Subtenants (each a “Subtenant”
and collectively, the “Subtenants”), and (ii) each of the parties
identified on the signature page hereof as the Secured Parties
(collectively, the “Secured Parties”).


 


W  I  T  N  E  S
S  E  T  H:


 


WHEREAS, the Secured Parties and Five Star Quality Care Trust (“Tenant”)
are parties to that certain Second Amended and Restated Lease Agreement, dated
as of November 19, 2004, as the same has been amended to date (as so
amended, the “Original Lease”); and


 


WHEREAS, pursuant to various Sublease Agreements
as further described on Exhibit A attached hereto as the Subleases
(collectively, the “Subleases”), Tenant subleases certain of the
premises demised under the Original Lease to the Subtenants, subject to and
upon the terms and conditions set forth in the Subleases; and


 


WHEREAS, pursuant to the Original Lease, certain
of the Secured Parties and certain of the Subtenants are parties to that
certain Security Agreement dated as of December 31, 2001 and/or that certain
Security Agreement dated as of October 25, 2002, as confirmed from time to
time (as so confirmed, collectively, the “Original Subtenant Security
Agreements”), , pursuant to which the Subtenants granted to such Secured
Parties a first and perfected lien and security interest in certain collateral
related to the properties demised under the Original Lease which they sublease
pursuant to the Subleases; and


 


WHEREAS, as of the date hereof, the Secured Parties and Tenant are amending,
restating and bifurcating the Original Lease into two separate leases, one of
which shall be named the Amended and Restated Master Lease Agreement(Lease No. 3),
(the “Amended Lease No. 3”); and


 

















 


WHEREAS, pursuant to the Amended Lease No. 3, the
Subtenants are required to grant to the Secured Parties a first and perfected
lien and security interest in certain collateral related to the properties
demised under the Amended Lease No. 3 which they sublease pursuant to the
Subleases (collectively, the “Subleased Properties”); and


 


WHEREAS, in connection with the foregoing the Subtenants and
the Secured Parties wish to amend and restate the Original Subtenant Security
Agreements into two separate security agreements, one of which shall act as
security for the payment and performance of the Obligations (as hereinafter
defined), all subject to and upon the terms and conditions herein set forth;


 


NOW,
THEREFORE, in
consideration of the mutual covenants herein contained and other good and
valuable consideration, the mutual receipt and legal sufficiency of which are
hereby acknowledged, the Subtenants and the Secured Parties hereby agree that
the Original Subtenant Security Agreements are hereby amended and restated,
effective as of the date hereof, to read as follows:


 


Section 1. 
Definitions.  As used in
this Agreement, the following terms shall have the meanings specified
below.  Except as otherwise defined,
terms defined in the Uniform Commercial Code and used herein without definition
shall have the meanings given such terms in the Uniform Commercial Code.


 


“Affiliated
Person” shall
have the meaning given such term in the Amended Lease No. 3.


 


“Amended
Lease No. 3” shall have the meaning given such term in the recitals to this
Agreement.


 


“Business
Day” shall
have the meaning given such term in the Amended Lease No. 3.


 


“Collateral” shall mean all of each Subtenant’s
right, title and interest in and under or arising out of all and any personal
property, intangibles and fixtures of any type or description (other than
Excluded Collateral), wherever located and now existing or hereafter arising,
or which constitute or arise from the operation, maintenance or repair of its
Subleased Properties or any portion thereof, together with any and all
additions and accessions thereto and replacements, products, proceeds
(including, without limitation, proceeds of insurance) and supporting
obligations thereof, including, but not limited to, the following:


 


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(a)           all
goods, including, without limitation, all Equipment; and


 


(b)           all
General Intangibles; and


 


(c)                                 all other personal property or fixtures
of any nature whatsoever which relate to the operation, maintenance or repair
of each Subleased Property, or any portion thereof, and all property from time
to time described in any financing statement signed by such Subtenant naming
the Secured Parties as secured parties; and


 


(d)                                all claims, rights, powers or privileges
and remedies relating to the foregoing or arising in connection therewith,
including, without limitation, all Licenses and Permits which such Subtenant
legally may grant a security interest in, rights to make determinations, to
exercise any election (including, but not limited to, election of remedies) or
option or to give or receive any notice, consent, waiver or approval; all
liens, security, guaranties, endorsements, warranties and indemnities and all
insurance, eminent domain and condemnation awards and claims therefor relating
thereto or arising in connection therewith; all rights to property forming the
subject matter of any of the foregoing, including, without limitation, rights
to stoppage in transit and rights to returned or repossessed property; all
writings relating to the foregoing or arising in connection therewith; and


 


(e)                                 all contract rights, general intangibles
and other property rights of any nature whatsoever arising out of or in
connection with any of the foregoing (other than Excluded Collateral),
including, without limitation, payments due or to become due, whether as repayments,
reimbursements, contractual obligations, indemnities, damages or otherwise.


 


“Equipment” shall mean all buildings, structures,
improvements, fixtures and items of machinery, equipment and other tangible
personal property which constitute, arise from or relate to the operation,
maintenance or repair of each Subtenant’s Subleased Properties or any portion
thereof, together with all repairs, replacements, improvements, substitutions,
extensions or renewals thereof or additions thereto, all parts, additions and
accessories incorporated therein or affixed thereto, and all “equipment” as
such term is 


 


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defined in the Uniform Commercial Code, and all cash
and non-cash proceeds therefrom.


 


“Event
of Default” shall
have the meaning given such term in Section 6.


 


“Excluded
Collateral”
shall mean (a) all Accounts of each
Subtenant, (b) all Deposit Accounts and Securities Accounts of each
Subtenant, (c) all Chattel Paper of each Subtenant, (d) all General
Intangibles relating to such Accounts or Chattel Paper, (e) all Support
Obligations relating to any of the foregoing, (f) all Instruments or
Investment Property evidencing or arising from any Accounts or Chattel Paper, (g) all
documents, books, records or other information pertaining to any of the
foregoing (including, without limitation, customer lists, credit files,
computer programs, printouts, tapes, discs, punch cards, data processing
software and other computer materials and records and related property and rights),
(h) all accessions to, substitutions for, and all
replacements, products and proceeds of the foregoing (including without
limitation, proceeds of insurance policies insuring any of the foregoing) and (i) any
of the Subleases under which any Subtenant is a party.


 


“Facilities” shall have the meaning given such term
in the Amended Lease No. 3.


 


“General
Intangibles” shall
mean all present and future general intangibles and contract rights (other than
Excluded Collateral) which constitute, arise from or relate to the operation,
maintenance or repair of each Subtenant’s Subleased Properties, or any portion
thereof, including, but not limited to, all causes of action, corporate or
business records, inventions, designs, patents, patent applications, trademarks,
trademark registrations and applications therefor, goodwill, trade names, trade
secrets, trade processes, copyrights, copyright registrations and applications
therefor, franchises, customer lists, computer programs, claims under
guaranties, tax refund claims, rights and claims against carriers and shippers,
leases, claims under insurance policies, all rights to indemnification and all
other intangible personal property of every kind and nature which constitutes,
arises from or relates to the operation, maintenance or repair of such
Subleased Properties, or any portion thereof.


 


“Instrument” shall have the meaning given such term
in Article 9 of the Uniform Commercial Code.


 


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“Leased
Property”
shall have the meaning given such term in the Amended Lease No. 3.


 


“Licenses” shall mean all certificates of need (if
any), licenses, permits, rights of use, covenants or rights otherwise
benefiting or permitting the use and operation of each Subtenant’s Subleased
Properties or any part thereof pertaining to the operation, maintenance or
repair of such Subleased Properties or any portion thereof.


 


“Obligations” 
shall mean each and every obligation and liability of Tenant to the
Secured Parties under the Original Lease and Amended Lease No. 3 or any
other document or agreement executed and delivered pursuant thereto, including,
without limitation, the payment of the rent and the payment and performance of
each and every other obligation of Tenant to the Secured Parties, whether
direct or indirect, absolute or contingent, due or to become due.


 


“Original
Lease” shall have the meaning given such term in the
recitals to this Agreement.


 


“Original
Subtenant Security Agreements” shall have the meaning given such term in the recitals
to this Agreement.


 


“Overdue
Rate” shall
have the meaning given such term in the Amended Lease No. 3.


 


“Permits” shall mean all permits, approvals,
consents, waivers, exemptions, variances, franchises, orders, authorizations,
rights and licenses obtained or hereafter obtained from any federal, state or
other governmental authority or agency relating to the operation, maintenance
or repair of each Subtenant’s Subleased Properties, or any portion thereof.


 


“Person”
shall have the
meaning given such term in the Amended Lease No. 3.


 


“Property” shall have the meaning given such term
in the Amended Lease No. 3.


 


“Rent” shall have the meaning given such term
in the Amended Lease No. 3.


 


“Secured
Parties” shall have the meaning given such term in the preamble
to this Agreement.


 


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“Subleased
Properties” shall have the meaning given such term in the
recitals.


 


“Subleases”
shall have the meaning given such term in the recitals to this Agreement.


 


“Subtenants”
shall have the
meaning given such term in the preamble to this Agreement.


 


“Tenant”
shall have the meaning given such term in the recitals to this Agreement.


 


“Uniform
Commercial Code” means Article 9 of the Uniform Commercial Code as in effect in the
Commonwealth of Massachusetts from time to time.


 


Section 2. 
Security Interest.  As security
for the prompt payment and performance of all the Obligations, each Subtenant
hereby grants, pledges, transfers and assigns to the Secured Parties, their
successors and assigns and all other holders from time to time of the
Obligations, a continuing security interest under the Uniform Commercial Code
from time to time in effect in the jurisdiction in which any of the Collateral
is located in and a continuing lien upon all of such Subtenant’s right, title
and interest in the Collateral, together with any and all additions thereto and
replacements, products and proceeds thereof, whether now existing or hereafter
arising or acquired and wherever located.


 


Section 3. 
General Representations, Warranties and Covenants. 
Each Subtenant represents, warrants and covenants, which
representations, warranties and covenants shall survive execution and delivery
of this Agreement, as follows:


 


(a)           Each of the warranties and representations of such
Subtenant contained herein or in any other document executed by such Subtenant
in connection herewith are true and correct on the date hereof.


 


(b)           Except for the lien granted to the Secured Parties
pursuant to this Agreement and any liens permitted under the Amended Lease No. 3,
each Subtenant is, and as to the Collateral acquired from time to time after
the date hereof such Subtenant will be, the owner of all the Collateral free
from any lien, security interest, encumbrance or other right, title or interest
of any Person, except for the security interest of the Secured Parties therein,
and such Subtenant shall defend the Collateral against all claims and demands
of all Persons at any


 


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time claiming the same or
any interest therein adverse to the Secured Parties.  The lien granted in this Agreement by such
Subtenant to the Secured Parties in the Collateral is not prohibited by and
does not constitute a default under any agreements or other instruments
constituting a part of the Collateral, and no consent is required of any Person
to effect such lien which has not been obtained.


 


(c)           Except as permitted under the Amended Lease No. 3,
there is no financing statement (or similar statement or instrument of
registration under the law of any jurisdiction) now on file or registered in
any public office covering any interest of any kind in the Collateral, or
intended so to be, which has not been terminated, and so long as this Agreement
remains in effect or any of the Obligations or any obligations of any
Affiliated Person of such Subtenant to the Secured Parties remain unpaid, such
Subtenant will not execute and there will not be on file in any public office
any financing statement (or similar statement or instrument of registration
under the law of any jurisdiction) or statements relating to the Collateral,
except financing statements filed or to be filed in respect of and covering the
security interest of the Secured Parties.


 


(d)           The chief executive office and the principal place of
business of each Subtenant are as set forth in Schedule 1 and such
Subtenant will not move its chief executive office or establish any other
principal place of business except to such new location as such Subtenant may
establish in accordance with this Section 3(d).  The location of each Facility comprising a
portion of such Subtenant’s Subleased Properties is as set forth in Schedule
2.  The originals of all documents
evidencing Collateral and the only original books of account and records of
each Subtenant relating thereto are, and will continue to be, kept at such
chief executive office or the applicable Facility, as the case may be, or at
such new location as such Subtenant may establish in accordance with this Section 3(d).  No Subtenant shall move its chief executive
office or establish any other principal place of business until (i) such
Subtenant shall have given to the Secured Parties not less than ten (10) days’
prior written notice of its intention to do so, which notice shall clearly
describe such new location and provide such other information in connection
therewith as the Secured Parties may reasonably request, and (ii) with
respect to such new location, such Subtenant shall have taken such action,
satisfactory to the Secured Parties (including, without limitation, all action


 


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required by Section 5),
to maintain the security interest of the Secured Parties in the Collateral.


 


(e)           All tangible personal property owned on the date
hereof by such Subtenant to be used in connection with the operation or
maintenance of each Subleased Property of such Subtenant, or any portion
thereof, is located at each applicable Subleased Property or is in transit to
such Subleased Property from the vendor thereof.  Each Subtenant agrees that (i) all such
property held by such Subtenant on the date hereof, once at each applicable
Subleased Property, shall remain at such Subleased Property and (ii) all
such property subsequently acquired by such Subtenant shall immediately upon
acquisition be transferred to and remain at the applicable Subleased Property.


 


(f)            Such Subtenant’s corporate name and organizational
identification number are as set forth on Schedule 1 attached
hereto.  The name under which each of the
Facilities is operated is set forth on Schedule 2.  Each Subtenant agrees that it shall not (i) change
such names without providing the Secured Parties with thirty (30) days’ prior
written notice and making all filings and taking all such other actions as the
Secured Parties determine are necessary or appropriate to continue or perfect
the security interest granted hereunder, (ii) change its corporate
organizational number, nor (iii) conduct its business in any other name or
take title to any Collateral in any other name while this Agreement remains in
effect.  Except as otherwise set forth on
Schedule 1, no Subtenant has ever had any other name or conducted
business in any other name in any jurisdiction. 
Each Subtenant’s organizational structure is as set forth on Schedule
1 attached hereto.  Subject to the
terms and conditions of the Amended Lease No. 3 and the Subleases, no
Subtenant shall change its organizational structure or jurisdiction of
organization without giving at least thirty (30) days’ prior written notice
thereof to the Secured Parties.


 


(g)           The Secured Parties are authorized (but are under no
obligation) to make, upon ten (10) Business Days’ notice to the applicable
Subtenant (except in the case of exigent circumstances, in which circumstances
upon such notice, if any, as may then be reasonably practical), any payments
which in the Secured Parties’ opinion are necessary to:


 


(i)            discharge
any liens which have or may take priority over the lien hereof; and


 


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(ii)           pay
all premiums payable on the insurance policies referred to in the Amended Lease
No. 3 or any other document or agreement executed in connection therewith
or herewith, upon the failure of Tenant to make such payments within the time
permitted therein.


 


No
Subtenant shall have any claim against the Secured Parties by reason of its
decision not to make any payments or perform such obligations permitted under
this Section 3(g).  Each
Subtenant shall repay to the Secured Parties any sums paid by the Secured
Parties upon demand.  Any sums paid and
expenses incurred by the Secured Parties pursuant to this paragraph shall bear
interest at the Overdue Rate.


 


(h)           If any of the Collateral at any time becomes evidenced
by an Instrument, the Subtenant which owns such Collateral shall promptly
deliver such Instrument to the Secured Parties, appropriately endorsed to the
order of the Secured Parties, to be held pursuant to this Agreement.


 


(i)            No Subtenant shall sell, transfer, change the
registration, if any, of, dispose of, attempt to dispose of, or substantially
modify or abandon the Collateral or any material part thereof, other than as
permitted under the Amended Lease No. 3, without the prior written consent
of the Secured Parties.  Except as
permitted under the Amended Lease No. 3, no Subtenant shall create, incur,
assume or suffer to exist any lien upon any of the Collateral without the prior
written consent of the Secured Parties.


 


(j)            No Subtenant shall assert against the Secured Parties
any claim or defense which such Subtenant may have against any seller of the
Collateral or any part thereof or against any Person with respect to the
Collateral or any part thereof.


 


(k)           Each Subtenant shall, upon demand, pay to the Secured
Parties the amount of any and all reasonable expenses, including the reasonable
fees and expenses of its counsel and of any experts and agents, which the
Secured Parties may incur in connection with (i) the administration of
this Agreement, (ii) the custody or 
preservation of, or the sale of, collection from, or other realization
upon, any of the Collateral, (iii) the exercise or enforcement of any of the
rights of the Secured Parties hereunder and under such other agreements or (iv) the
failure by such Subtenant to perform or observe any of the provisions hereof.


 


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(l)            Each Subtenant shall indemnify and hold harmless the
Secured Parties from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind and nature whatsoever which may be imposed on, incurred by or
asserted against the Secured Parties in any way relating to or arising out of
this Agreement or arising out of such Subtenant’s obligations under any other
documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or the enforcement of any of the terms hereof or
of any such other documents.


 


Section 4. 
Special Provisions Concerning Equipment. 
No Subtenant shall impair the rights of the Secured Parties in the
Equipment.  Regardless of the manner of
the affixation of any Equipment to real property, the Equipment so attached
shall at all times constitute and remain personal property.  Each Subtenant retains all liability and
responsibility in connection with its Equipment and the liability of such
Subtenant to pay the Obligations shall in no way be affected or diminished by
reason of the fact that such Equipment may be lost, destroyed, stolen or
damaged or for any reason whatsoever have become unavailable to such
Subtenant.  Upon the request of the
Secured Parties, any Subtenant shall provide to the Secured Parties a current
list of its Equipment.


 


Section 5. 
Financing Statements; Documentary Stamp Taxes.


 


(a)           Each Subtenant shall, at its own expense, make,
execute, endorse, acknowledge, file and/or deliver to the Secured Parties from
time to time such lists, descriptions and designations of inventory, warehouse
receipts, bills of lading, documents of title, vouchers, invoices, schedules,
confirmatory assignments, conveyances, financing statements, transfer
endorsements, powers of attorney, certificates, reports and other assurances or
instruments and take such further steps relating to the Collateral and other
property or rights covered by the security interest hereby granted, which the
Secured Parties reasonably deem appropriate or advisable to perfect, preserve
or protect their security interest in the Collateral.  Each Subtenant authorizes the Secured Parties
to file any such financing statements without the signature of such Subtenant
and such Subtenant will pay all applicable filing fees and related expenses.  To the extent permitted by law, a carbon,
photographic or other reproduction of this Agreement or a financing statement
shall be sufficient as a financing statement.


 


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(b)           Each Subtenant shall procure, pay for, affix to any
and all documents and cancel any documentary tax stamps required by and in
accordance with, applicable law with respect to its Collateral, and the
Subtenants shall indemnify and hold harmless the Secured Parties from and
against any liability  (including
interest and penalties) in respect of such documentary stamp taxes.


 


Section 6. 
Event of Default.  For purposes
of this Agreement, the term “Event of Default” shall mean (a) the
occurrence of an Event of Default under the Amended Lease No. 3 or any
document or agreement executed in connection therewith; (b) the failure of
any Subtenant to comply with any of its covenants or obligations under this
Agreement and the continuance thereof for a period of ten (10) Business
Days after written notice thereof; (c) any representation or warranty
contained herein or made by any Subtenant in connection herewith shall prove to
have been false or misleading in any material respect when made; or (d) the
occurrence of any default or event of default under any document, instrument or
agreement evidencing the Obligations.


 


Section 7. 
Remedies.


 


(a)           Upon the occurrence and during the continuance of an
Event of Default, in addition to any rights and remedies now or hereafter
granted under applicable law, under the Amended Lease No. 3 or under any
other documents or agreements entered into in connection herewith or therewith,
and not by way of limitation of any such rights and remedies, the Secured
Parties shall have all of the rights and remedies of a secured party under the
Uniform Commercial Code as enacted in any applicable jurisdiction, and the
right, without notice to, or assent by, any Subtenant, in the name of such
Subtenant or in the name of the Secured Parties or otherwise:


 


(i)            with
respect to the General Intangibles to ask for, demand, collect, receive,
compound and give acquittance therefor or any part thereof, to extend the time
of payment of, compromise or settle for cash, credit or otherwise, and upon any
terms and conditions, any thereof, to exercise and enforce any rights and
remedies in respect thereof, and to file any claims, commence, maintain or
discontinue any actions, suits or other proceedings deemed by the Secured
Parties necessary or advisable for the purpose


 


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of collecting or
enforcing payment and performance thereof;


 


(ii)           to
take possession of any or all of the Collateral and to use, hold, store,
operate, merge and/or control the same and to exclude such Subtenant and all
Persons claiming under it wholly or partly therefrom, and, for that purpose, to
enter, with the aid and assistance of any Person or Persons and with or without
legal process, any premises where the Collateral, or any part thereof, are, or
may be, placed or assembled, and to remove any such Collateral;


 


(iii)          from
time to time, at the expense of such Subtenant, to make all such repairs,
replacements, alterations, additions and improvements to and of the Collateral
as the Secured Parties may reasonably deem proper; to carry on the business and
to exercise all rights and powers of such Subtenant in respect to the
Collateral, as the Secured Parties shall deem best, including the right to
enter into any and all such agreements with respect to the leasing, management
and/or operation of the Collateral or any part thereof as the Secured Parties
may see fit; to collect and receive all rents, issues, profits, fees, revenues
and other income of the same and every part thereof which rents, issues,
profits, fees, revenues and other income may be applied to pay the expenses of
holding and operating the Collateral and of conducting the business thereof,
and of all maintenance, repairs, replacements, alterations, additions and
improvements, and to make all payments which the Secured Parties may be
required or may elect to make, if any, for taxes, assessments, insurance and
other charges upon the Collateral or any part thereof, and all other payments
which the Secured Parties may be required or authorized to make under any
provision of this Agreement (including, without limitation, reasonable legal
costs and attorneys’ fees);


 


(iv)          to
execute any instrument and do all other things necessary and proper to protect
and


 


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preserve and
realize upon the Collateral and the other rights contemplated hereby;


 


(v)           upon
notice to such effect, to require any Subtenant to deliver, at such Subtenant’s
expense, any or all Collateral which is reasonably movable to the Secured
Parties at a place designated by the Secured Parties, and after delivery thereof
such Subtenant shall have no further claim to or interest in the Collateral;
and


 


(vi)          without
obligation to resort to other security, at any time and from time to time, to
sell, re-sell, assign and deliver all or any of the Collateral, in one or more
parcels at the same or different times, and all right, title and interest,
claim and demand therein and right of redemption thereof, at public or private
sale, for cash, upon credit or for future delivery, and at such price or prices
and on such terms as the Secured Parties may determine, with the amounts
realized from any such sale to be applied to the Obligations in the manner
determined by the Secured Parties.


 


Each
Subtenant hereby agrees that all of the foregoing may be effected without
demand, advertisement or notice (except as hereinafter provided or as may be
required by law), all of which (except as hereinafter provided) are hereby
expressly waived, to the maximum extent permitted by law.  The Secured Parties shall not be obligated to
do any of the acts hereinabove authorized and in the event that the Secured
Parties elect to do any such act, the Secured Parties shall not be responsible
to any Subtenant.


 


(b)           Upon the occurrence and during the continuance of an
Event of Default, the Secured Parties may take legal proceedings for the
appointment of a receiver or receivers (to which the Secured Parties shall be
entitled as a matter of right) to take possession of the Collateral pending the
sale thereof pursuant either to the powers of sale granted by this Agreement or
to a judgment, order or decree made in any judicial proceeding for the
foreclosure or involving the enforcement of this Agreement.  If, after the exercise of any or all of such
rights and remedies, any of the Obligations shall remain unpaid or unsatisfied,
such Subtenant shall remain liable for any deficiency or performance thereof,
as applicable.


 


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(c)             Upon
any sale of any of the Collateral, whether made under the power of sale hereby
given or under judgment, order or decree in any judicial proceeding for the
foreclosure or involving the enforcement of this Agreement:


 


(i)                                              the Secured Parties may bid for and
purchase the property being sold and, upon compliance with the terms of sale,
may hold, retain and possess and dispose of such property in its own absolute
right without further accountability, and may, in paying the purchase money
therefor, deliver any instruments evidencing the Obligations or agree to the
satisfaction of all or a portion of the Obligations in lieu of cash in payment
of the amount which shall be payable thereon, and such instruments, in case the
amounts so payable thereon shall be less than the amount due thereon, shall be
returned to the Secured Parties after being appropriately stamped to show
partial payment;


 


(ii)                                           the Secured Parties may make and deliver
to the purchaser or purchasers a good and sufficient deed, bill of sale and
instrument of assignment and transfer of the property sold;


 


(iii)                                       all right, title, interest, claim and
demand whatsoever, either at law or in equity or  otherwise, of any Subtenant of, in and to the
property so sold shall be divested; such sale shall be a perpetual bar both at
law and in equity against such Subtenant, its successors and assigns, and
against any and all Persons claiming or who may claim the property sold or any
part thereof from, through or under such Subtenant, its successors or assigns;


 


(iv)                                       the receipt of the Secured Parties or of
the officers thereof making such sale shall be a sufficient discharge to the
purchaser or purchasers at such sale for his or their purchase money, and such
purchaser or purchasers, and his or their assigns or personal representatives,
shall not, after paying such purchase money and receiving such receipt of the
Secured Parties or of such officer therefor, be obliged to see to the
application of such purchase money or be in any way answerable for


 


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any loss,
misapplication or nonapplication thereof; and


 


(v)                                           to the extent that it may lawfully do so,
each Subtenant agrees that it will not at any time insist upon, or plead, or in
any manner whatsoever claim or take advantage of, any appraisement, valuation,
stay, extension or redemption laws, or any law permitting it to direct the
order in which the Collateral or any part thereof shall be sold, now or at any
time hereafter in force, which may delay, prevent or otherwise affect the
performance or enforcement of this Agreement or any other document, the Amended
Lease No. 3 or any other document or agreement entered into in connection
herewith or therewith, and each Subtenant hereby expressly waives all benefit or
advantage of any such laws and covenants that it will not hinder, delay or
impede the execution of any power granted or delegated to the Secured Parties
in this Agreement, but will suffer and permit the execution of every such power
as though no such laws were in force.


 


In the
event of any sale of Collateral pursuant to this Section 7, the
Secured Parties shall, at least ten (10) days before such sale, give the
applicable Subtenant written notice of its intention to sell, except that, if
the Secured Parties shall determine in its reasonable discretion that any of
such Collateral threatens to decline in value, any such sale may be made upon
three (3) days’ written notice to the applicable Subtenant, which time
periods each Subtenant hereby agrees are reasonable.


 


(d)           The Secured Parties are hereby irrevocably appointed
the true and lawful attorney-in-fact of each Subtenant in its name and stead,
to make all necessary deeds, bills of sale and instruments of assignment and
transfer of the property sold pursuant to this Section 7 and for
such other purposes as are necessary or desirable to effectuate the provisions
of this Agreement, and for that purpose it may execute and deliver all
necessary deeds, bills of sale and instruments of assignment and transfer, and
may substitute one or more Persons with like power, each Subtenant hereby
ratifying and confirming all that its said attorney, or such substitute or
substitutes, shall lawfully do by virtue hereof.  If so requested by the Secured


 


15

















 


Parties or by any
purchaser, each Subtenant shall ratify and confirm any such sale or transfer by
executing and delivering to the Secured Parties or to such purchaser all
property, deeds, bills of sale, instruments or assignment and transfer and
releases as may be designated in any such request.


 


Section 8.    Application
of Moneys.  All moneys which the Secured Parties shall
receive pursuant hereto shall first be applied (to the extent thereof) to the
payment of all reasonable costs and expenses incurred in connection with the
administration and enforcement of, or the preservation of any rights under,
this Agreement or the Amended Lease No. 3 (including, without limitation,
the reasonable fees and disbursements of its counsel and agents) and the
balance, if any, shall be applied first to accrued and unpaid interest, charges
and fees on, and then to outstanding principal of, any Obligations or any other
obligations of Tenant or the Subtenants (or their affiliates) to the Secured Parties,
and then to any other amounts outstanding on any such Obligations and then as
required by law to any other parties having an interest therein.


 


Section 9.    Waivers,
Etc.  Each Subtenant, on its own behalf and on
behalf of its successors and assigns, hereby waives presentment, demand,
notice, protest and, except as is otherwise specifically provided herein, all
other demands and notices in connection with this Agreement or the enforcement
of the rights of the Secured Parties hereunder or in connection with any
Obligations or any Collateral; waives all rights to require a marshaling of
assets by the Secured Parties; consents to and waives notice of (i) the
substitution, release or surrender of any Collateral, (ii) the addition or
release of Persons primarily or secondarily liable on any Obligation or on any
Collateral, (iii) the acceptance of partial payments on any Collateral
and/or the settlement or compromise thereof, (iv) any requirement of
diligence or promptness on the part of the Secured Parties in the enforcement
of any rights in respect of any Collateral or any other agreement or instrument
directly or indirectly relating thereto, and (v) any enforcement of any
present or future agreement or instrument relating directly or indirectly to
the Collateral.  No delay or omission on
the part of the Secured Parties or any holder of Obligations in exercising any
right hereunder shall operate as a waiver of such right or of any other right
hereunder.  No waiver of any such right
on any one occasion shall be construed as a bar to or waiver of any such right
on any future occasion.  No course of
dealing between any Subtenant and the Secured Parties or any holder of
Obligations, nor any failure to exercise, nor any


 


16

















 


delay in exercising, on the part of the Secured
Parties or any holder of Obligations, any right, power or privilege hereunder
or under any of the Obligations, shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, power or privilege hereunder or
thereunder preclude any other or further exercise thereof, or the exercise of
any other right, power or privilege.


 


Each
Subtenant further waives any right it may have under the constitution of any
state or commonwealth in which any of the Collateral may be located, or under
the Constitution of the United States of America, to notice (except for notice
specifically required hereby) or to a judicial hearing prior to the exercise of
any right or remedy provided by this Agreement to the Secured Parties, and
waives its rights, if any, to set aside or invalidate any sale duly consummated
in accordance with the foregoing 
provisions hereof on the grounds (if such be the case) that the sale was
consummated without a prior judicial hearing. 
EACH SUBTENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE
VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER SUCH SUBTENANT HAS BEEN
APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS
POSSIBLE ALTERNATIVE RIGHTS.


 


The Secured
Parties shall not be required to marshal any present or future security for
(including without limitation this Agreement and the Collateral pledged
hereunder), or guaranties of, the Obligations or any of them, or to resort to
such security or guaranties in any particular order; and all of the rights
hereunder and in respect of such securities and guaranties shall be cumulative
and in addition to all other rights, however existing or arising.  To the maximum extent permitted by applicable
law, each Subtenant hereby agrees that it will not invoke any law relating to
the marshalling of collateral, which might cause delay in or impede the
enforcement of the Secured Parties’ rights under this Agreement or under any
other instrument evidencing any of the Obligations or under which any of the
Obligations is outstanding or by which any of the Obligations is secured or
guaranteed, and, to the maximum extent permitted by applicable law, each
Subtenant hereby irrevocably waives the benefits of all such laws.


 


Section 10.    Further
Assurances as to Collateral; Attorney-in-Fact. 
From time to time hereafter, each Subtenant will execute and deliver, or
will cause to be executed and delivered, such additional instruments,
certificates or documents (including, without limitation, financing statements,
renewal statements, mortgages, collateral assignments and other security


 


17

















 


documents), and will take all such actions as the
Secured Parties may reasonably request, for the purposes of implementing or
effectuating the provisions of this Agreement or of more fully perfecting or
renewing the Secured Parties’ rights with respect to the Collateral (or with
respect to any additions thereto or replacements or proceeds thereof or with
respect to any other property or assets hereafter acquired by such Subtenant
which may be deemed to be a part of the Collateral) pursuant hereto and
thereto.  The Secured Parties are hereby
appointed the attorney-in-fact, with full power of substitution, of the
Subtenants for the purpose of carrying out the provisions of this Agreement and
taking any action, including, without limitation, executing, delivering and
filing applications, certificates, instruments and other documents and papers
with governmental authorities, and executing any instruments, including without
limitation financing or continuation statements, deeds to secure debt,
mortgages, assignments, conveyances, assignments and transfers which are
required to be taken or executed by any Subtenant under this Agreement, on its
behalf and in its name which appointment is coupled with an interest, is
irrevocable and durable and shall survive the subsequent dissolution,
disability or incapacity of such Subtenant.


 


Section 11.    Arbitration.
 The Secured Parties or any Subtenant may elect
to submit any dispute hereunder that has an amount in controversy in excess of
$250,000 to arbitration hereunder.  Any
such dispute shall be resolved in accordance with the Commercial Arbitration Rules of
the American Association then pertaining and the decision of the arbitrators
with respect to such dispute shall be binding, final and conclusive on the
parties.


 


In the
event the Secured Parties or any Subtenant shall elect to submit any such
dispute to arbitration hereunder, the Secured Parties and such Subtenant shall
each appoint and pay all fees of a fit and impartial person as arbitrator with
at least ten (10) years’ recent professional experience in the general
subject matter of the dispute.  Notice of
such appointment shall be sent in writing by each party to the other, and the
arbitrators so appointed, in the event of their failure to agree within thirty
(30) days after the appointment of the second arbitrator upon the matter so
submitted, shall appoint a third arbitrator. 
If either the Secured Parties or such Subtenant shall fail to appoint an
arbitrator, as aforesaid, for a period of twenty (20) days after written notice
from the other party to make such appointment, then the arbitrator appointed by


 


18

















 


the party having made such appointment shall appoint a
second arbitrator and the two (2) so appointed shall, in the event of
their failure to agree upon any decision within thirty (30) days thereafter,
appoint a third arbitrator.  If such
arbitrators fail to agree upon a third arbitrator within forty five (45) days
after the appointment of the second arbitrator, then such third arbitrator
shall be appointed by the American Arbitration Association from its qualified
panel of arbitrators, and shall be a person having at least ten (10) years’
recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the
expenses incident to the proceedings shall be borne equally between the Secured
Parties and such Subtenant, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the
parties, and the fees of expert witnesses and other witnesses called for the
parties, shall be paid by the respective party engaging such counsel or calling
or engaging such witnesses.


 


The
decision of the arbitrators shall be rendered within thirty (30) days after
appointment of the third arbitrator. 
Such decision shall be in writing and in duplicate, one counterpart
thereof to be delivered to the Secured Parties and one to the Subtenants.  A judgment of a court of competent
jurisdiction may be entered upon the award of the arbitrators in accordance
with the rules and statutes applicable thereto then obtaining.


 


Section 12.    Appointment
of Agent for Secured Parties.  Each of the Secured Parties hereby
appoints SPTMNR Properties Trust as its agent for the following purposes under
this Agreement (including, without limitation, the full power and authority to
act on the Secured Parties’ behalf for such purposes): (i) to give or
receive notices, demands, claims and other communications on behalf of the
Secured Parties under this Agreement, and (ii) to receive and hold any and
all Collateral which is to be delivered from time to time by the Subtenants to
the Secured Parties in accordance with the terms and conditions of this
Agreement.


 


Section 13.    Notices.  (a) Any and all notices, demands,
consents, approvals, offers, elections and other communications required or
permitted under this Agreement shall be deemed adequately given if in writing
and the same shall be delivered either in hand, by telecopier with electronic
confirmation of receipt, or by mail or Federal Express or similar expedited
commercial carrier, addressed to the recipient of the notice, postpaid and
registered or certified with return receipt


 


19

















 


requested (if by mail), or with all freight charges
prepaid (if by Federal Express or similar carrier).


 


(b)           All notices required or permitted to be
sent hereunder shall be deemed to have been given for all purposes of this
Agreement upon the date of electronic confirmation of receipt, in the case of a
notice by telecopier, and, in all other cases, upon the date of receipt or
refusal, except that whenever under this Agreement a notice is either received
on a day which is not a Business Day or is required to be delivered on or
before a specific day which is not a Business Day, the day of receipt or
required delivery shall automatically be extended to the next Business Day.


 


(c)           All such notices shall be addressed,


 


if to
the Secured Parties to:


 


c/o
Senior Housing Properties Trust


400
Centre Street


Newton,
Massachusetts  02458


Attn:  Mr. David J. Hegarty


[Telecopier No. (617)
796-8349]


 


if to
any Subtenant to:


 


c/o
Five Star Quality Care, Inc.


400
Centre Street


Newton,
Massachusetts  02458


Attn:  Mr. Bruce J. Mackey Jr.


[Telecopier
No. (617) 796-8385]


 


(d)           By notice given as herein provided, the parties hereto
and their respective successor and assigns shall have the right from time to
time and at any time during the term of this Agreement to change their
respective notice addresses effective upon receipt by the other parties of such
notice and each shall have the right to specify as its address any other
address within the United States of America or to such other address as the
party to whom such notice is directed may have designated in writing to the
other parties hereto.


 


Section 14.    Miscellaneous.


 


(a)           Each
Subtenant agrees that its obligations and the rights of the Secured Parties
hereunder and in respect of the Obligations may be enforced by specific
performance hereof and thereof and by temporary, preliminary and/or final


 


20

















 


injunctive relief
relating hereto and thereto, without necessity for proof by the Secured Parties
or any holder of the Obligations that it would otherwise suffer irreparable
harm, and each Subtenant hereby consents to the issuance of such specific and
injunctive relief.


 


(b)           None
of the terms and conditions of this Agreement may be changed, waived, modified
or varied in any manner whatsoever unless in writing duly signed by the
Subtenants and the Secured Parties.  No
notice to or demand on any Subtenant in any case shall entitle any Subtenant to
any other or further notice or demand in similar or other circumstances or
constitute a waiver of any of the rights of the Secured Parties to any other or
further action in any circumstances without notice or demand.


 


(c)           The
obligations of each Subtenant hereunder shall remain in full force and effect
without regard to, and shall not be impaired by, (i) any bankruptcy,
insolvency, reorganization, arrangement, readjustment, composition, liquidation
or the like of Tenant; (ii) any exercise or non-exercise, or any waiver
of, any right, remedy, power or privilege under or in respect of this
Agreement, the Amended Lease No. 3 or any document or agreement executed
in connection herewith or therewith, the Obligations or any security for any of
the Obligations; or (iii) any amendment to or modification of any of the
Amended Lease No. 3 or any document or agreement executed in connection
herewith or therewith, the Obligations or any security for any of the
Obligations; whether or not such Subtenant shall have notice or knowledge of
any of the foregoing.  The rights and
remedies of the Secured Parties herein provided for are cumulative and not
exclusive of any rights or remedies which the Secured Parties would otherwise
have, including, without limitation, under the Amended Lease No. 3 or any
document or agreement executed in connection herewith or therewith.  This Agreement is intended as a supplement
for and is not intended to supersede in any respect the Amended Lease No. 3
or any document or agreement executed in connection herewith or therewith.


 


(d)           This
Agreement shall be binding upon each Subtenant and its successors and assigns
and shall inure to the benefit of the Secured Parties, and its respective
successors and assigns.  All agreements,
representations and warranties made herein shall survive the execution and
delivery of this Agreement.


 


(e)           The
descriptive headings of the several sections of this Agreement are inserted for
convenience only and shall


 


21

















 


not in any way affect the
meaning or construction of any provision of this Agreement.


 


(f)            Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibitions or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


(g)           This
Agreement shall be interpreted, construed, applied and enforced in accordance
with the laws of the Commonwealth of Massachusetts applicable to contracts
between residents of Massachusetts which are to be performed entirely within
Massachusetts, regardless of (i) where this Agreement is executed or
delivered; or (ii) where any payment or other performance required by this
Agreement is made or required to be made; or (iii) where any breach of any
provision of this Agreement occurs, or any cause of action otherwise accrues;
or (iv) where any action or other proceeding is instituted or pending; or (v) the
nationality, citizenship, domicile, principle place of business, or
jurisdiction of organization or domestication of any party; or (vi) whether
the laws of the forum jurisdiction otherwise would apply the laws of a
jurisdiction other than the Commonwealth of Massachusetts; or (vii) any
combination of the foregoing. 
Notwithstanding the foregoing, to the extent that matters of title, or
creation, perfection and priority of the security interests created hereby, or
procedural issues of foreclosures are required to be governed by the laws of
the state in which the Collateral, or relevant part thereof, is located, the
laws of such State shall apply.


 


Section 15.    NONLIABILITY OF TRUSTEES. 
THE DECLARATIONS OF TRUST ESTABLISHING CERTAIN ENTITIES COMPRISING THE
SECURED PARTIES, COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO
(COLLECTIVELY, THE “DECLARATIONS”), ARE DULY FILED WITH THE DEPARTMENT OF
ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDE THAT THE NAMES OF
SUCH ENTITIES REFER TO THE TRUSTEES UNDER SUCH DECLARATIONS COLLECTIVELY AS
TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER,
SHAREHOLDER, EMPLOYEE OR AGENT OF SUCH ENTITIES SHALL BE HELD TO ANY PERSONAL
LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH
ENTITIES.  ALL PERSONS DEALING WITH SUCH
ENTITIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH 


 


22

















 


ENTITIES FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE
OF ANY OBLIGATION.


 


Section 16.    Original Security Agreements.  The Secured Parties and Subtenants
acknowledge and agree that this Agreement amends and restates the Original
Subtenant Security Agreements in their entirety with respect to the Collateral
and that this Agreement shall govern the rights and obligations of the Secured
Parties and Subtenants with respect to the Collateral from and after the date of
this Agreement.  Notwithstanding the
foregoing, the Original Subtenant Security Agreements shall continue to govern
the rights and obligations of the Secured Parties and Subtenants with respect
to the Collateral prior to the date of this Agreement.


 


[Remainder of page intentionally
left blank.]


 


23
















 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
under seal as of the date first above written.


 


	
   

  	
  SUBTENANT:

  
	
   

  	
   

  
	
   

  	
  FIVE STAR QUALITY CARE-CA II, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-COLORADO, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-GA, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-IA, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-KS, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-MO, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-NE, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-WI, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-WY, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-NE, INC.,

  
	
   

  	
  ANNAPOLIS HERITAGE PARTNERS, LLC,

  
	
   

  	
  COLUMBIA HERITAGE PARTNERS, LLC

  
	
   

  	
  ENCINITAS HERITAGE PARTNERS, LLC

  
	
   

  	
  FREDERICK HERITAGE PARTNERS, LLC

  
	
   

  	
  HAGERSTOWN HERITAGE PARTNERS, LLC

  
	
   

  	
  NEWARK HERITAGE PARTNERS I, LLC

  
	
   

  	
  NEWARK HERITAGE PARTNERS II, LLC

  
	
   

  	
  REDLANDS HERITAGE PARTNERS, LLC and

  
	
   

  	
  STOCKTON HERITAGE PARTNERS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Travis K. Smith

  
	
   

  	
   

  	
  Travis K. Smith

  
	
   

  	
   

  	
  Vice President of each of the

  foregoing entities

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FRESNO HERITAGE PARTNERS, A

  CALIFORNIA LIMITED PARTNERSHIP and

  ROSEVILLE HERITAGE PARTNERS, A

  CALIFORNIA LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Somerford Place LLC,

  
	
   

  	
   

  	
  General Partner of each of
  the

  foregoing entities

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Travis
  K. Smith

  
	
   

  	
   

  	
  Travis K. Smith

  
	
   

  	
   

  	
  Vice President

  
					



 

















 


	
   

  	
  SECURED PARTIES:

  
	
   

  	
   

  
	
   

  	
  SPTIHS PROPERTIES TRUST, SPTMNR

  PROPERTIES TRUST, and SNH SOMERFORD

  PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A. Doyle

  
	
   

  	
   

  	
  Richard A. Doyle

  
	
   

  	
   

  	
  Treasurer and Chief
  Financial

  Officer of each of the foregoing

  entities

  



 

















 


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.


 


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-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, 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.


 


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-KS, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain Letter Agreement
dated March 1, 2004 by and among Five Star Quality Care Trust, as
sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants, as further amended by that certain Letter Agreement dated June 30,
2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.


 


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-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, 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.


 


5.                                       Sublease Agreement, dated December 31,
2001, by and between Five Star Quality Care Trust, a Maryland business trust, as
sublandlord, and Five Star Quality Care-WY, LLC, a Delaware limited liability
company, as subtenant, as amended by that certain Letter Agreement dated March 1,
2004 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants, as further
amended by that certain Letter Agreement dated June 30, 2008, by and among
Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five
Star Quality Care, Inc., as subtenants.


 


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-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, 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.


 


7.                                       Sublease Agreement, dated May 6,
2005, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-CA II, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain
Letter Agreement dated June 30, 2008, by and among Five Star Quality Care
Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc.,
as subtenants.


 


8.                                       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.


 


9.                                       Amended and Restated Sublease Agreement,
dated January 4, 2008, 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 June 30, 2008, by and among Five Star
Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality
Care, Inc., as subtenants.


 


10.                                 Second Amended and Restated Sublease
Agreement, dated February 17, 2008, 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, 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.


 


11.                                 Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Annapolis Heritage Partners, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain
Letter Agreement dated June 30, 2008, by and among Five Star Quality Care
Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc.,
as subtenants.


 


12.                                 Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Columbia Heritage Partners, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain
Letter Agreement dated June 30, 2008, by and among Five Star Quality Care
Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc.,
as subtenants.


 


13.                                 Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Encinitas Heritage Partners, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain
Letter Agreement dated June 30, 2008, by and among Five Star Quality Care
Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc.,
as subtenants.


 


14.                                 Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Frederick Heritage Partners, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain
Letter Agreement dated June 30, 2008, by and among Five Star Quality Care
Trust, as sublandlord, and


 

















 


Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.


 


15.                                Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Fresno Heritage Partners, A California Limited Partnership,
as subtenant, as amended by that certain Letter Agreement dated June 30,
2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.


 


16.                                Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Hagerstown Heritage Partners, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain
Letter Agreement dated June 30, 2008, by and among Five Star Quality Care
Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc.,
as subtenants.


 


17.                                Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Newark Heritage Partners I, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain
Letter Agreement dated June 30, 2008, by and among Five Star Quality Care
Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc.,
as subtenants.


 


18.                                Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Newark Heritage Partners II, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain
Letter Agreement dated June 30, 2008, by and among Five Star Quality Care
Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc.,
as subtenants.


 


19.                                Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Redlands Heritage Partners, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain
Letter Agreement dated June 30, 2008, by and among Five Star Quality Care
Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc.,
as subtenants.


 


20.                                Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Roseville Heritage Partners, A California


 

















 


Limited
Partnership, as subtenant, as amended by that certain Letter Agreement
dated June 30, 2008, by and among Five Star Quality Care Trust, as
sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants.


 


21.                                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.


 
















 


SCHEDULE 1


 


	
  Subtenant Name, Organizational

  Structure & Corporate Identification

  Number:

  	
   

  	
  Chief Executive

  Office & Principal

  Place of Business:

  	
   

  	
  Other Names

  
	
  Five Star Quality Care-Colorado, LLC,

  	
   

  	
  400 Centre Street

  	
   

  	
  SHOPCO-Colorado, LLC

  
	
  a Delaware limited liability company

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No:

  	
   

  	
   

  	
   

  	
   

  
	
  Five Star Quality Care-GA, LLC,

  	
   

  	
  400 Centre Street

  	
   

  	
  SHOPCO-GA, LLC

  
	
  a Delaware limited liability company

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No:

  	
   

  	
   

  	
   

  	
   

  
	
  Five Star Quality Care-IA, LLC,

  	
   

  	
  400 Centre Street

  	
   

  	
  SHOPCO-IA, LLC

  
	
  a Delaware limited liability company

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No:

  	
   

  	
   

  	
   

  	
   

  
	
  Five Star Quality Care-KS, LLC,

  	
   

  	
  400 Centre, St.

  	
   

  	
  None.

  
	
  a Delaware limited liability company

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No:

  	
   

  	
   

  	
   

  	
   

  
	
  Five Star Quality Care-MO, LLC,

  	
   

  	
  400 Centre Street

  	
   

  	
  SHOPCO-MO, LLC

  
	
  a Delaware limited liability company

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No:

  	
   

  	
   

  	
   

  	
   

  
	
  Five Star Quality Care-NE, LLC,

  	
   

  	
  400 Centre Street

  	
   

  	
  SHOPCO-NE, LLC

  
	
  a Delaware limited liability company

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No:

  	
   

  	
   

  	
   

  	
   

  
	
  Five Star Quality Care-NE, INC.,

  	
   

  	
  400 Centre Street

  	
   

  	
  SHOPCO-NE, Inc.

  
	
  a Delaware corporation

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No:

  	
   

  	
   

  	
   

  	
   

  
	
  Five Star Quality Care-WI, LLC,

  	
   

  	
  400 Centre Street

  	
   

  	
  SHOPCO-WI, LLC

  
	
  a Delaware limited liability company

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No:

  	
   

  	
   

  	
   

  	
   

  
	
  Five Star Quality Care-WY, LLC,

  	
   

  	
  400 Centre Street

  	
   

  	
  SHOPCO-WY, LLC

  
	
  a Delaware limited liability company

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No:

  	
   

  	
   

  	
   

  	
   

  
	
  Five Star Quality Care-CA II, LLC, a

  	
   

  	
  400 Centre Street

  	
   

  	
  None.

  
	
  Delaware limited liability company

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No.

  	
   

  	
   

  	
   

  	
   

  
	
  Annapolis Heritage Partners, LLC, a

  	
   

  	
  400 Centre Street

  	
   

  	
  None.

  
	
  Delaware limited liability company

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No.

  	
   

  	
   

  	
   

  	
   

  
	
  Columbia Heritage Partners, LLC, a

  	
   

  	
  400 Centre Street

  	
   

  	
  None.

  
	
  Delaware limited liability company

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No.

  	
   

  	
   

  	
   

  	
   

  
	
  Encinitas Heritage Partners, LLC, a

  	
   

  	
  400 Centre Street

  	
   

  	
  None.

  
	
  Delaware limited liability company

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No.

  	
   

  	
   

  	
   

  	
   

  
	
  Frederick Heritage Partners, LLC, a

  	
   

  	
  400 Centre Street

  	
   

  	
  None.

  
	
  Delaware limited liability company

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No.

  	
   

  	
   

  	
   

  	
   

  
	
  Fresno Heritage Partners, A

  	
   

  	
  400 Centre Street

  	
   

  	
  None.

  
	
  California Limited Partnership

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No.

  	
   

  	
   

  	
   

  	
   

  
	
  Hagerstown Heritage Partners, LLC, a

  	
   

  	
  400 Centre Street

  	
   

  	
  None.

  
	
  Delaware limited liability company

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No.

  	
   

  	
   

  	
   

  	
   

  
	
  Newark Heritage Partners I, LLC, a

  	
   

  	
  400 Centre Street

  	
   

  	
  None.

  
	
  Delaware limited liability company

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No.

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
  Subtenant Name, Organizational

  Structure & Corporate Identification

  Number:

  	
   

  	
  Chief Executive

  Office & Principal

  Place of Business:

  	
   

  	
  Other Names

  
	
  Newark Heritage Partners II, LLC, a

  	
   

  	
  400 Centre Street

  	
   

  	
  None.

  
	
  Delaware limited liability company

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No.

  	
   

  	
   

  	
   

  	
   

  
	
  Redlands Heritage Partners, LLC, a

  	
   

  	
  400 Centre Street

  	
   

  	
  None.

  
	
  Delaware limited liability company

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No.

  	
   

  	
   

  	
   

  	
   

  
	
  Roseville Heritage Partners, A

  	
   

  	
  400 Centre Street

  	
   

  	
  None.

  
	
  California Limited Partnership

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No.

  	
   

  	
   

  	
   

  	
   

  
	
  Stockton Heritage Partners, LLC, a

  	
   

  	
  400 Centre Street

  	
   

  	
  None.

  
	
  Delaware limited liability company

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No.

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE 2


 


The Facilities


 


	
  State:

  	
   

  	
  Facility:

  	
   

  	
  Subtenant:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CALIFORNIA:

  	
   

  	
  LA SALETTE HEALTH AND

  REHABILITATION CENTER

  	
   

  	
  Five Star Quality Care-CA II, LLC

  
	
   

  	
   

  	
  537 E. Fulton Street

  	
   

  	
   

  
	
   

  	
   

  	
  Stockton, CA 95204

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SOMERFORD PLACE – ENCINITAS

  	
   

  	
  Encinitas Heritage Partners, LLC

  
	
   

  	
   

  	
  1350 S. El Camino Real

  	
   

  
	
   

  	
   

  	
  Encinitas, CA 92024

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SOMERFORD PLACE – FRESNO

  	
   

  	
  Fresno Heritage  Partners, A California Limited Partnership

  
	
   

  	
   

  	
  6075 N. Marks Avenue

  	
   

  
	
   

  	
   

  	
  Fresno, CA 93711

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SOMERFORD PLACE – REDLANDS

  	
   

  	
  Redlands Heritage Partners, LLC

  
	
   

  	
   

  	
  1319 Brookside Avenue

  	
   

  
	
   

  	
   

  	
  Redlands, CA 92373

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SOMERFORD PLACE – ROSEVILLE

  	
   

  	
  Roseville Heritage Partners, A California Limited
  Partnership

  
	
   

  	
   

  	
  110 Sterling Court

  	
   

  
	
   

  	
   

  	
  Roseville, CA 95661

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SOMERFORD PLACE – STOCKTON

  	
   

  	
  Stockton Heritage Partners, LLC

  
	
   

  	
   

  	
  3530 Deer Park Drive

  	
   

  
	
   

  	
   

  	
  Stockton, CA 95219

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THOUSAND OAKS HEALTH CARE

  CENTER

  	
   

  	
  Five Star Quality Care-CA II, LLC

  
	
   

  	
   

  	
  93 W. Avenida de Los Arboles

  	
   

  	
   

  
	
   

  	
   

  	
  Thousand Oaks, CA 91360

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COLORADO:

  	
   

  	
  CEDARS HEALTHCARE CENTER

  	
   

  	
  Five Star Quality Care-Colorado, LLC

  
	
   

  	
   

  	
  1599 Ingals Street

  	
   

  
	
   

  	
   

  	
  Lakewood, CO 80214

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WILLOW TREE CARE CENTER

  	
   

  	
  Five Star Quality Care-Colorado, LLC

  
	
   

  	
   

  	
  2050 South Main

  	
   

  
	
   

  	
   

  	
  Delta, CO 81416

  	
   

  	
   

  



 

















 


	
  State:

  	
   

  	
  Facility:

  	
   

  	
  Subtenant:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPRINGS VILLAGE CARE CENTER

  	
   

  	
  Five Star Quality Care-Colorado, LLC

  
	
   

  	
   

  	
  110 West Van Buren

  	
   

  
	
   

  	
   

  	
  Colorado Springs, CO 80907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DELAWARE:

  	
   

  	
  SOMERFORD HOUSE – NEWARK

  	
   

  	
  Newark Heritage Partners I, LLC

  
	
   

  	
   

  	
  501 S. Harmony Road

  	
   

  
	
   

  	
   

  	
  Newark, DE 19713

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SOMERFORD PLACE – NEWARK

  	
   

  	
  Newark Heritage Partners II, LLC

  
	
   

  	
   

  	
  4175 Ogletown Road

  	
   

  
	
   

  	
   

  	
  Newark, DE 19713

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GEORGIA:

  	
   

  	
  AUTUMN BREEZE HEALTHCARE

  CENTER

  	
   

  	
  Five Star Quality Care-GA, LLC

  
	
   

  	
   

  	
  1480 Sandtown Road

  	
   

  	
   

  
	
   

  	
   

  	
  Marietta, GA 30060

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SOUTHLAND CARE CENTER

  	
   

  	
  Five Star Quality Care-GA, LLC

  
	
   

  	
   

  	
  606 Simmons Street

  	
   

  
	
   

  	
   

  	
  Dublin, GA 31021

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IOWA:

  	
   

  	
  NORTHCREST CARE &

  REHABILITATION

  	
   

  	
  Five Star Quality Care-IA, LLC

  
	
   

  	
   

  	
  34 Northcrest Drive

  	
   

  	
   

  
	
   

  	
   

  	
  Council Bluffs, IA 51503

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PACIFIC PLACE

  	
   

  	
  Five Star Quality Care-IA, LLC

  
	
   

  	
   

  	
  20937 State Highway 385

  	
   

  
	
   

  	
   

  	
  Pacific Junction, IA 51561

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WEST BRIDGE CARE &

  REHABILITATION

  	
   

  	
  Five Star Quality Care-IA, LLC

  
	
   

  	
   

  	
  1015 West Summit

  	
   

  	
   

  
	
   

  	
   

  	
  Winterset, IA 50273

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KANSAS:

  	
   

  	
  WOODHAVEN CARE CENTER

  	
   

  	
  Five Star Quality Care-KS, LLC

  
	
   

  	
   

  	
  510 W 7th Street

  	
   

  
	
   

  	
   

  	
  Ellinwood, KS 67526

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARYLAND:

  	
   

  	
  SOMERFORD PLACE – ANNAPOLIS

  	
   

  	
  Annapolis Heritage Partners, LLC

  
	
   

  	
   

  	
  2717 Riva Road

  	
   

  
	
   

  	
   

  	
  Annapolis, MD 21401

  	
   

  	
   

  



 

















 


	
  State:

  	
   

  	
  Facility:

  	
   

  	
  Subtenant:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SOMERFORD PLACE – COLUMBIA

  	
   

  	
  Columbia Heritage Partners, LLC

  
	
   

  	
   

  	
  8220 Snowden River Parkway

  	
   

  
	
   

  	
   

  	
  Columbia, MD 21045

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SOMERFORD PLACE AND

  SOMERFORD HOUSE – FREDERICK

  	
   

  	
  Frederick Heritage Partners, LLC

  
	
   

  	
   

  	
  2100 Whittier Drive

  	
   

  	
   

  
	
   

  	
   

  	
  Frederick, MD 21702

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SOMERFORD PLACE AND

  SOMERFORD HOUSE – HAGERSTOWN

  	
   

  	
  Hagerstown Heritage Partners, LLC

  
	
   

  	
   

  	
  10114 & 10116 Sharpsburg Pike

  	
   

  	
   

  
	
   

  	
   

  	
  Hagerstown, MD 21740

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MISSOURI:

  	
   

  	
  NORTHVIEW MANOR

  	
   

  	
  Five Star Quality Care-MO, LLC

  
	
   

  	
   

  	
  300 Cedar Street

  	
   

  
	
   

  	
   

  	
  Tarkio, MO 64491

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEBRASKA:

  	
   

  	
  AINSWORTH CARE CENTER

  	
   

  	
  Five Star Quality Care-NE, LLC

  
	
   

  	
   

  	
  143 North Fullerton

  	
   

  
	
   

  	
   

  	
  Ainsworth, NE 69210

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CRESTVIEW HEALTHCARE CENTER

  	
   

  	
  Five Star Quality Care-NE, LLC

  
	
   

  	
   

  	
  1100 West First Street

  	
   

  
	
   

  	
   

  	
  Milford, NE 68405

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXETER CARE CENTER

  	
   

  	
  Five Star Quality Care-NE, INC.

  
	
   

  	
   

  	
  425 South Empire Avenue

  	
   

  
	
   

  	
   

  	
  Exeter, NE 68351

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LOGAN VALLEY MANOR

  	
   

  	
  Five Star Quality Care-NE, LLC

  
	
   

  	
   

  	
  1035 Diamond Street

  	
   

  
	
   

  	
   

  	
  Lyons, NE 68038

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MORYS HAVEN

  	
   

  	
  Five Star Quality Care-NE, INC.

  
	
   

  	
   

  	
  1112 15th Street

  	
   

  
	
   

  	
   

  	
  Columbus, NE 68601

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UTICA COMMUNITY CARE CENTER

  	
   

  	
  Five Star Quality Care-NE, INC.

  
	
   

  	
   

  	
  1350 Centennial Avenue

  	
   

  
	
   

  	
   

  	
  Utica, NE 68456

  	
   

  	
   

  



 

















 


	
  State:

  	
   

  	
  Facility:

  	
   

  	
  Subtenant:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WEDGEWOOD CARE CENTER

  	
   

  	
  Five Star Quality Care-NE, LLC

  
	
   

  	
   

  	
  800 Stoeger Drive

  	
   

  
	
   

  	
   

  	
  Grand Island, NE 68803

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WISCONSIN:

  	
   

  	
  GREENTREE HEALTH &

  REHABILITATION CENTER

  	
   

  	
  Five Star Quality Care-WI, LLC

  
	
   

  	
   

  	
  70 Greentree Road

  	
   

  	
   

  
	
   

  	
   

  	
  Clintonville, WI 54929

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PINE MANOR HEALTHCARE CENTER

  	
   

  	
  Five Star Quality Care-WI, LLC

  
	
   

  	
   

  	
  Route 4, Box 549

  	
   

  
	
   

  	
   

  	
  Clintonville, WI 54929

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE VIRGINIA HEALTH &

  REHABILITATION CENTER

  	
   

  	
  Five Star Quality Care-WI, LLC

  
	
   

  	
   

  	
  1451 Cleveland Avenue

  	
   

  	
   

  
	
   

  	
   

  	
  Waukesha, WI 53186

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WYOMING:

  	
   

  	
  WORLAND HEALTHCARE &

  REHABILITATION CENTER

  	
   

  	
  Five Star Quality Care-WY, LLC

  
	
   

  	
   

  	
  1901 Howell Avenue

  	
   

  	
   

  
	
   

  	
   

  	
  Worland, WY 82401