Exhibit 10.3


 


AMENDED
AND RESTATED SUBTENANT GUARANTY AGREEMENT


 


(LEASE NO. 1)


 


THIS
AMENDED AND RESTATED SUBTENANT GUARANTY AGREEMENT (this “Agreement”) is made and
given as of June 30, 2008, by each of the parties listed on the signature page hereof
as a Subtenant Guarantor (each a “Subtenant Guarantor” and collectively,
the “Subtenant Guarantors”), for the benefit of ELLICOTT CITY LAND I LLC, a Delaware limited liability
company, ELLICOTT CITY LAND II LLC, a
Delaware limited liability company, SNH CHS
PROPERTIES TRUST, a Maryland real estate investment trust, SPTIHS PROPERTIES TRUST, a Maryland real
estate investment trust, SPTMNR PROPERTIES
TRUST, a Maryland real estate investment trust, SNH/LTA PROPERTIES TRUST, a Maryland real
estate investment trust, SNH/LTA PROPERTIES
GA LLC, a Maryland limited liability company, and SAVANNAH SQUARE, INC., a Georgia
corporation (together with their successors and assigns, collectively, the “Landlord”).


 


W
I  T  N  E  S  S  E  T  H
:


 


WHEREAS, the Landlord
and Five Star Quality Care Trust, a Maryland business 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


 


WHERAS, pursuant to
various Sublease Agreements, dated as of various dates, Tenant has subleased
certain portions of the premises demised under the Original Lease to the
Subtenant Guarantors; and


 


WHEREAS, in connection with the Original Lease,
the Subtenant Guarantors guarantee all of the payment and performance
obligations of Tenant with respect to the Original Lease, pursuant to that
certain Guaranty Agreement dated as of October 25, 2002, as confirmed from
time to time (as so confirmed, the “Original Guaranty”); and


 


WHEREAS, as of the date hereof the Landlord 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. 1), (the “Amended Lease No.1”); and


 

















 


WHEREAS, Subtenant
Guarantors and the Landlord now wish to amend, restate and bifurcate the
Original Guaranty into two separate guarantees, one of which shall provide for
the Subtenant Guarantors to guaranty the obligations of Tenant under the Amended
Lease No. 1; and


 


WHEREAS, the transactions contemplated by the
Amended Lease No. 1 are of direct material benefit to the Subtenant
Guarantors;


 


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
Original Guaranty is amended and restated to read as follows:


 


1.             Certain
Terms.  Capitalized terms used and
not otherwise defined in this Agreement shall have the meanings ascribed to such
terms in the Amended Lease No. 1. 
The Amended Lease No. 1 and the Incidental Documents are herein
collectively referred to as the “Transaction Documents.”


 


2.             Guaranteed
Obligations.  For purposes of this
Agreement the term “Guaranteed Obligations” shall mean the payment and
performance of each and every obligation of Tenant to the Landlord under the
Amended Lease No. 1 and the Transaction Documents or relating thereto,
whether now existing or hereafter arising, and including, without limitation,
the payment of the full amount of the Rent payable under the Amended Lease No. 1.


 


3.             Representations
and Covenants.  Each Subtenant
Guarantor jointly and severally represents, warrants, covenants, and agrees
that:


 


3.1     Incorporation of Representations and Warranties.  The representations and warranties of Tenant
and its Affiliated Persons set forth in the Transaction Documents are true and
correct on and as of the date hereof in all material respects.


 


3.2     Performance of Covenants and Agreements.  Each Subtenant Guarantor hereby agrees to
take all lawful action in its power to cause Tenant duly and punctually to
perform all of the covenants and agreements set forth in the Transaction
Documents.


 


3.3     Validity
of Agreement.  Each Subtenant
Guarantor has duly and validly executed and delivered this Agreement; this
Agreement constitutes the legal, valid and binding obligation of such Subtenant
Guarantor, enforceable against such Subtenant 


 


2

















 


Guarantor in accordance
with its terms, except as the enforceability thereof may be subject to
bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and
other laws relating to or affecting creditors’ rights generally and subject to
general equitable principles, regardless of whether enforceability is
considered in a proceeding at law or in equity; and the execution, delivery and
performance of this Agreement have been duly authorized by all requisite action
of such Subtenant Guarantor and such execution, delivery and performance by
such Subtenant Guarantor will not result in any breach of the terms, conditions
or provisions of, or conflict with or constitute a default under, or result in
the creation of any lien, charge or encumbrance upon any of the property or
assets of such Subtenant Guarantor pursuant to the terms of, any indenture,
mortgage, deed of trust, note, other evidence of indebtedness, agreement or
other instrument to which it may be a party or by which it or any of its
property or assets may be bound, or violate any provision of law, or any
applicable order, writ, injunction, judgment or decree of any court or any
order or other public regulation of any governmental commission, bureau or
administrative agency.


 


3.4     Payment of Expenses.  Each Subtenant Guarantor agrees, as principal
obligor and not as guarantor only, to pay to the Landlord forthwith, upon
demand, in immediately available federal funds, all costs and expenses
(including reasonable attorneys’ fees and disbursements) incurred or expended
by the Landlord in connection with the enforcement of this Agreement, together
with interest on amounts recoverable under this Agreement from the time such
amounts become due until payment at the Overdue Rate.  The Subtenant Guarantors’ covenants and
agreements set forth in this Section 3.4 shall survive the
termination of this Agreement.


 


3.5
    Notices.  Each Subtenant Guarantor shall promptly give
notice to the Landlord of any event known to it which might reasonably result
in a material adverse change in its financial condition.


 


3.6     Reports.  Each Subtenant Guarantor shall promptly
provide to the Landlord each of the financial reports, certificates and other
documents required of it under the Transaction Documents.


 


3.7     Books and Records.  Each Subtenant Guarantor shall at all times
keep proper books of record and account in which full, true and correct entries
shall be made of its transactions in accordance with generally accepted
accounting principles and shall set aside on its books from its earnings 


 


3

















 


for each fiscal year all
such proper reserves, including reserves for depreciation, depletion,
obsolescence and amortization of its properties during such fiscal year, as
shall be required in accordance with generally accepted accounting principles,
consistently applied, in connection with its business.  Each Subtenant Guarantor shall permit access
by the Landlord and their agents to the books and records maintained by such
Subtenant Guarantor during normal business hours and upon reasonable
notice.  Any proprietary information
obtained by the Landlord with respect to such Subtenant Guarantor pursuant to
the provisions of this Agreement shall be treated as confidential, except that such
information may be disclosed or used, subject to appropriate confidentiality
safeguards, pursuant to any court order or in any litigation between the
parties and except further that the Landlord may disclose such information to
its prospective lenders, provided that the Landlord shall direct such lenders
to maintain such information as confidential.


 


3.8     Taxes, Etc.  Each Subtenant Guarantor shall pay and
discharge promptly as they become due and payable all taxes, assessments and
other governmental charges or levies imposed upon such Subtenant Guarantor or
the income of such Subtenant Guarantor or upon any of the property, real,
personal or mixed, of such Subtenant Guarantor, or upon any part thereof, as
well as all claims of any kind (including claims for labor, materials and
supplies) which, if unpaid, might by law become a lien or charge upon any
property and result in a material adverse change in the financial condition of
such Subtenant Guarantor; provided, however, that such Subtenant
Guarantor shall not be required to pay any such tax, assessment, charge, levy
or claim if the amount, applicability or validity thereof shall currently be
contested in good faith by appropriate proceedings or other appropriate actions
promptly initiated and diligently conducted and if such Subtenant Guarantor
shall have set aside on its books such reserves of such Subtenant Guarantor, if
any, with respect thereto as are required by generally accepted accounting
principles.


 


3.9     Legal Existence of Subtenant Guarantors.
Each Subtenant Guarantor shall do or cause to be done all things necessary to
preserve and keep in full force and effect its legal existence.


 


3.10   Compliance.  Each Subtenant Guarantor shall use reasonable
business efforts to comply in all material respects with all applicable
statutes, rules, regulations and orders of, and all applicable restrictions
imposed by, all governmental authorities in respect of the conduct of its
business and the 


 


4

















 


ownership of its property
(including, without limitation, applicable statutes, rules, regulations, orders
and restrictions relating to environmental, safety and other similar standards
or controls).


 


3.11   Insurance.  Each Subtenant Guarantor shall maintain, with
financially sound and reputable insurers, insurance with respect to its
properties and business against loss or damage of the kinds customarily insured
against by owners of established reputation engaged in the same or similar
businesses and similarly situated, in such amounts and by such methods as shall
be customary for such owners and deemed adequate by such Subtenant Guarantor.


 


3.12   Financial Statements, Etc.  The financial statements previously delivered
to the Landlord by each Subtenant Guarantor, if any, fairly present the
financial condition of such Subtenant Guarantor in accordance with generally
accepted accounting principles consistently applied and there has been no
material adverse change from the date thereof through the date hereof.


 


3.13   No Change in Control.  No Subtenant Guarantor shall permit the
occurrence of any direct or indirect Change in Control of Tenant or of such
Subtenant Guarantor.


 


4.             Guarantee.  Each
Subtenant Guarantor hereby unconditionally guarantees that the Guaranteed
Obligations which are monetary obligations shall be paid in full when due and
payable, whether upon demand, at the stated or accelerated maturity thereof
pursuant to any Transaction Document, or otherwise, and that the Guaranteed
Obligations which are performance obligations shall be fully performed at the
times and in the manner such performance is required by the Transaction
Documents.  With respect to the
Guaranteed Obligations which are monetary obligations, this guarantee is a
guarantee of payment and not of collectibility and is absolute and in no way
conditional or contingent.  In case any
part of the Guaranteed Obligations shall not have been paid when due and
payable or performed at the time performance is required, the Subtenant
Guarantors shall, in the case of monetary obligations, within five (5) Business
Days after receipt of notice from the Landlord, pay or cause to be paid to the
Landlord the amount thereof as is then due and payable and unpaid (including
interest and other charges, if any, due thereon through the date of payment in
accordance with the applicable provisions of the Transaction Documents) or, in
the case of non-monetary obligations, perform or cause to be performed such
obligations in accordance with the Transaction Documents.


 


5

















 


5.             Set-Off.  Each
Subtenant Guarantor hereby authorizes the Landlord, at any time and without
notice to set off the whole or any portion or portions of any or all sums
credited by or due from the Landlord to it against amounts payable under this
Agreement.  The Landlord shall promptly
notify such Subtenant Guarantor of any such set-off made by the Landlord and
the application made by the Landlord of the proceeds thereof.


 


6.             Unenforceability of Guaranteed
Obligations, Etc.  If Tenant is for any reason under no legal
obligation to discharge any of the Guaranteed Obligations (other than because
the same have been previously discharged in accordance with the terms of the
Transaction Documents), or if any other moneys included in the Guaranteed
Obligations have become unrecoverable from Tenant by operation of law or for
any other reason, including, without limitation, the invalidity or irregularity
in whole or in part of any Guaranteed Obligation or of any Transaction Document
or any limitation on the liability of Tenant thereunder not contemplated by the
Transaction Documents or any limitation on the method or terms of payment
thereunder which may now or hereafter be caused or imposed in any manner
whatsoever, the guarantees contained in this Agreement shall nevertheless
remain in full force and effect and shall be binding upon each Subtenant
Guarantor to the same extent as if such Subtenant Guarantor at all times had
been the principal debtor on all such Guaranteed Obligations.


 


7.             Additional Guarantees. 
This Agreement shall be in addition to any other guarantee or other
security for the Guaranteed Obligations and it shall not be prejudiced or
rendered unenforceable by the invalidity of any such other guarantee or
security or by any waiver, amendment, release or modification thereof.


 


8.             Consents and Waivers, Etc. 
Each Subtenant Guarantor hereby acknowledges receipt of correct and
complete copies of each of the Transaction Documents, and consents to all of the
terms and provisions thereof, as the same may be from time to time hereafter
amended or changed in accordance with the terms and conditions thereof, and,
except as otherwise provided herein, to the maximum extent permitted by
applicable law, waives (a) presentment, demand for payment, and protest of
nonpayment, of any principal of or interest on any of the Guaranteed
Obligations, (b) notice of acceptance of this Agreement and of diligence,
presentment, demand and protest, (c) notice of any default hereunder and
any default, breach or nonperformance or Event of Default under any of the
Guaranteed Obligations or the Transaction Documents, (d) notice of the
terms, time and place of any private or public sale of any 


 


6

















 


collateral held as security for the Guaranteed
Obligations, (e) demand for performance or observance of, and any
enforcement of any provision of, or any pursuit or exhaustion of rights or
remedies against Tenant or any other guarantor of the Guaranteed Obligations,
under or pursuant to the Transaction Documents, or any agreement directly or
indirectly relating thereto and any requirements of diligence or promptness on
the part of the holders of the Guaranteed Obligations in connection therewith, and
(f) to the extent such Subtenant Guarantor lawfully may do so, any and all
demands and notices of every kind and description with respect to the foregoing
or which may be required to be given by any statute or rule of law and any
defense of any kind which it may now or hereafter have with respect to this
Agreement, or any of the Transaction Documents or the Guaranteed Obligations
(other than that the same have been discharged in accordance with the
Transaction Documents).


 


9.             No Impairment, Etc. 
The obligations, covenants, agreements and duties of each of the
Subtenant Guarantors under this Agreement shall not be affected or impaired by
any assignment or transfer in whole or in part of any of the Guaranteed
Obligations without notice to each such Subtenant Guarantor, or any waiver by
the Landlord or any holder of any of the Guaranteed Obligations or by the
holders of all of the Guaranteed Obligations of the performance or observance
by Tenant or any other guarantor of any of the agreements, covenants, terms or
conditions contained in the Guaranteed Obligations or the Transaction Documents
or any indulgence in or the extension of the time for payment by Tenant or any
other guarantor of any amounts payable under or in connection with the
Guaranteed Obligations or the Transaction Documents or any other instrument or
agreement relating to the Guaranteed Obligations or of the time for performance
by Tenant or any other guarantor of any other obligations under or arising out
of any of the foregoing or the extension or renewal thereof (except that with
respect to any extension of time for payment or performance of any of the
Guaranteed Obligations granted by the Landlord or any other holder of such
Guaranteed Obligations to Tenant, such Subtenant Guarantor’s obligations to pay
or perform such Guaranteed Obligation shall be subject to the same extension of
time for performance), or the modification or amendment (whether material or
otherwise) of any duty, agreement or obligation of Tenant or any other
guarantor set forth in any of the foregoing, or the voluntary or involuntary
sale or other disposition of all or substantially all the assets of Tenant or
any other guarantor or insolvency, bankruptcy, or other similar proceedings
affecting Tenant or any other guarantor or any assets of Tenant or any such
other guarantor, or the release or discharge of 


 


7

















 


Tenant or any such other guarantor from the
performance or observance of any agreement, covenant, term or condition contained
in any of the foregoing without the consent of the holders of the Guaranteed
Obligations by operation of law, or any other cause, whether similar or
dissimilar to the foregoing.


 


10.           Reimbursement, Subrogation, Etc. 
Each Subtenant Guarantor hereby covenants and agrees that it will not
enforce or otherwise exercise any rights of reimbursement, subrogation,
contribution or other similar rights against Tenant (or any other person
against whom the Landlord may proceed) with respect to the Guaranteed Obligations
prior to the payment in full of all amounts owing with respect to the Amended
Lease No. 1, and until all indebtedness of Tenant to the Landlord shall
have been paid in full, no Subtenant Guarantor shall have any right of
subrogation, and each Subtenant Guarantor waives any defense it may have based
upon any election of remedies by the Landlord which destroys its subrogation
rights or its rights to proceed against Tenant for reimbursement, including,
without limitation, any loss of rights such Subtenant Guarantor may suffer by
reason of any rights, powers or remedies of Tenant in connection with any
anti-deficiency laws or any other laws limiting, qualifying or discharging the
indebtedness to the Landlord.  Until all
obligations of Tenant pursuant to the Transaction Documents shall have been
paid and satisfied in full, each Subtenant Guarantor further waives any right
to enforce any remedy which the Landlord now has or may in the future have
against Tenant, any other guarantor or any other person and any benefit of, or
any right to participate in, any security whatsoever now or in the future held
by the Landlord.


 


11.           Defeasance. 
This Agreement shall terminate at such time as the Guaranteed
Obligations have been paid and performed in full and all other obligations of
the Subtenant Guarantors to the Landlord under this Agreement have been
satisfied in full; provided, however, if at any time, all or any
part of any payment applied on account of the Guaranteed Obligations is or must
be rescinded or returned for any reason whatsoever (including, without
limitation, the insolvency, bankruptcy or reorganization of Tenant), this
Agreement, to the extent such payment is or must be rescinded or returned,
shall be deemed to have continued in existence notwithstanding any such
termination.


 


12.           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 written acknowledgment of receipt, or 


 


8

















 


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 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 acknowledged 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 Landlord 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
Guarantor 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 successors and assigns shall have the right
from time to time and at any time during the term of this Agreement to change
their respective 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.


 


13.           Successors and Assigns. 
Whenever in this Agreement any of the parties hereto is referred to,
such reference shall be deemed to include the successors and assigns of such
party, including without limitation the holders, from time to time, of the
Guaranteed Obligations; and all representations, warranties, covenants and
agreements by or on behalf of the Subtenant Guarantors which are contained in
this Agreement shall inure to 


 


9

















 


the benefit of the Landlord’s successors and assigns,
including without limitation said holders, whether so expressed or not.


 


14.           Applicable Law. 
Except as to matters regarding the internal affairs of the Landlord and
issues of or limitations on any personal liability of the shareholders and
trustees of the Landlord for obligations of the Landlord, as to which the laws
of the State of Maryland shall govern, this Agreement, the Transaction
Documents and any other instruments executed and delivered to evidence,
complete or perfect the transactions contemplated hereby and thereby 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 (a) where any such instrument is executed or delivered; or (b) where
any payment or other performance required by any such instrument is made or
required to be made; or (c) where any breach of any provision of any such
instrument occurs, or any cause of action otherwise accrues; or (d) where
any action or other proceeding is instituted or pending; or (e) the
nationality, citizenship, domicile, principal place of business, or
jurisdiction of organization or domestication of any party; or (f) whether
the laws of the forum jurisdiction otherwise would apply the laws of a
jurisdiction other than The Commonwealth of Massachusetts; or (g) any
combination of the foregoing.


 


15.           Arbitration.  The Landlord or the Subtenant Guarantors may elect to
submit to arbitration any dispute hereunder that has an amount in controversy
in excess of $250,000.  Any such
arbitration submitted shall be conducted in Boston, Massachusetts in accordance
with the Commercial Arbitration Rules of the American Arbitration
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 that any such dispute is submitted to arbitration hereunder, the Landlord
and the Subtenant Guarantors 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 Landlord or
the Subtenant Guarantors 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, 


 


10

















 


then the arbitrator appointed by 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
Landlord and the Subtenant Guarantors, 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 Landlord and one to the Subtenant
Guarantors.  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.


 


16.           Modification of Agreement. 
No modification or waiver of any provision of this Agreement, nor any
consent to any departure by any of the Subtenant Guarantors therefrom, shall in
any event be effective unless the same shall be in writing and signed by the
Landlord, and such modification, waiver or consent shall be effective only in
the specific instances and for the purpose for which given.  No notice to or demand on any Subtenant
Guarantor in any case shall entitle such Subtenant Guarantor to any other or
further notice or demand in the same, similar or other circumstances.  This Agreement may not be amended except by
an instrument in writing executed by or on behalf of the party against whom
enforcement of such amendment is sought.


 


17.           Waiver of Rights by the Landlord. 
Neither any failure nor any delay on the Landlord’s part in exercising
any right, power or privilege under this Agreement shall operate as a waiver
thereof, nor shall a single or partial exercise thereof preclude any other or
further exercise or the exercise of any other right, power or privilege.


 


11

















 


18.           Severability. 
In case any one or more of the provisions contained in this Agreement
should be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby, but this Agreement shall be
reformed and construed and enforced to the maximum extent permitted by
applicable law.


 


19.           Entire Contract. 
This Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and shall supersede and take
the place of any other instruments purporting to be an agreement of the parties
hereto relating to the subject matter hereof.


 


20.           Headings; Counterparts. 
Headings in this Agreement are for purposes of reference only and shall
not limit or otherwise affect the meaning hereof.  This Agreement may be executed in any number
of counterparts, each of which shall be an original, but all of which together
shall constitute one instrument, and in pleading or proving any provision of
this Agreement, it shall not be necessary to produce more than one of such
counterparts.


 


21.           Remedies Cumulative. 
No remedy herein conferred upon the Landlord is intended to be exclusive
of any other remedy, and each and every remedy shall be cumulative and shall be
in addition to every other remedy given hereunder or now or hereafter existing
at law or in equity or by statute or otherwise.


 


22.           NONLIABILITY OF TRUSTEES.  THE
DECLARATIONS OF TRUST ESTABLISHING CERTAIN ENTITIES COMPRISING THE LANDLORD,
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 ENTITIES FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF
ANY OBLIGATION.


 


23.           Original Guaranty.  The Subtenant Guarantors and the Landlord
acknowledge and agree that this Agreement amends and restates the Original
Guaranty in its entirety with respect to the Guaranteed Obligations and that
this Agreement shall govern the rights and obligations of the Subtenant
Guarantors with 


 


12

















 


respect to the Guaranteed Obligations from and after
the date of this Agreement.  Notwithstanding
the foregoing, the Original Guaranty shall continue to govern the rights and
obligations of the Subtenant
Guarantors with respect to the Guaranteed Obligations (as defined in the Original
Guaranty) prior to the date of this Agreement and nothing contained in this
Agreement shall operate to release the Subtenant Guarantors from any such rights or
obligations.


 


[Remainder of page intentionally left blank.]


 


13

















 


WITNESS
the execution hereof under seal as of the date above first written.


 


 


	
   

  	
  SUBTENANT
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  FIVE STAR QUALITY CARE-AZ, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-CA, LLC,

  
	
   

  	
  FIVE STAR QUALITY
  CARE-COLORADO, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-FL, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-GA, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-GHV,
  LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-IA, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-IL, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-KS, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-MD, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-MN, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-MO, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-MS, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-NE, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-NC, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-SAVANNAH
  LLC,

  
	
   

  	
  FIVE
  STAR QUALITY CARE-TX, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-WI, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-WY, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-VA, LLC,

  
	
   

  	
  MORNINGSIDE OF GALLATIN, LLC,

  
	
   

  	
  MORNINGSIDE OF BELMONT, LLC

  
	
   

  	
  FIVE STAR QUALITY CARE-IA,
  INC.,

  
	
   

  	
  FIVE STAR QUALITY CARE-NE,
  INC.,

  
	
   

  	
  THE HEARTLANDS RETIREMENT COMMUNITY –

  
	
   

  	
  ELLICOTT CITY I, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Travis K. Smith

  
	
   

  	
   

  	
  Travis
  K. Smith

  
	
   

  	
   

  	
  Vice
  President 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/
  Travis K. Smith

  
	
   

  	
   

  	
   

  	
  Travis
  K. Smith

  
	
   

  	
   

  	
   

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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/
  Travis K. Smith

  
	
   

  	
   

  	
   

  	
  Travis
  K. Smith

  
	
   

  	
   

  	
   

  	
  Vice
  President

  



 

















 


THE
LANDLORD HEREBY CONSENTS TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE
GUARANTOR AND FURTHER ACKNOWLEDGES AND AGREES TO THE PROVISIONS OF SECTION 23
OF THIS AGREEMENT.


 


ELLICOTT
CITY LAND I LLC,


ELLICOTT
CITY LAND II LLC,


SNH CHS
PROPERTIES TRUST,


SPTIHS
PROPERTIES TRUST, 


SPTMNR
PROPERTIES TRUST,


SNH/LTA
PROPERTIES TRUST,


SNH/LTA
PROPERTIES GA LLC,


and SAVANNAH
SQUARE, INC.


 


 


	
  By:

  	
  /s/ Richard A. Doyle

  	
   

  
	
   

  	
  Richard A. Doyle

  
	
   

  	
  Treasurer and Chief

  
	
   

  	
  Financial Officer of

  
	
   

  	
  each of the foregoing

  
	
   

  	
  entities