Exhibit 10.1


 


LEASE REALIGNMENT AGREEMENT


 


This
Lease Realignment Agreement (this “Agreement”) is made August 4,
2009, among Senior Housing Properties Trust (“SNH”) and its subsidiaries
listed on the signature page to this Agreement (together with SNH, the “SNH
Parties”) and Five Star Quality Care, Inc. (“Five Star”) and
its subsidiaries listed on the signature page to this Agreement (together
with Five Star, the “Five Star Parties” and together with the SNH
Parties, the “Parties”).


 


RECITAL


 


Certain
of the SNH Parties and certain of the Five Star Parties are, respectively,
landlords and tenants under the leases listed on Schedule A
(collectively, the “Leases”) of skilled nursing, intermediate care,
independent living, assisted living, special care and group home facilities,
rehabilitation hospital, clinic or professional level health or medical
services facilities, and other healthcare properties identified in the Leases
(collectively, “Leased Properties”).


 


To
facilitate a term loan (“Term Loan”) to be made to SNH FM Financing LLC,
a wholly owned subsidiary of SNH (“SNH Financing”), by Citibank, N.A. (“Citibank”),
the Parties have agreed to (a) amend and restate the Leases numbered 1-4
on Schedule A (collectively, as amended and restated, the “Amended
and Restated Leases”) to, inter alia,
change the pools of Leased Properties demised thereunder and to further amend
(the “First Amendment”) the Amended and Restated Lease under which the
Leased Properties identified on Schedule B (the “Mortgaged Properties”)
will be leased (the “Term Loan Lease”), (b) amend and restate the
security agreements from the tenants under the Amended and Restated Leases
(collectively, the “Amended and Restated Security Agreements”), (c) amend
and restate certain of the subleases under the Amended and Restated Leases,
(collectively, the “Amended and Restated Subleases”), (d) amend and
restate the security agreements from the subtenants under the Amended and
Restated Subleases (collectively, the “Amended and Restated Subtenant
Security Agreements”), (e) amend and restate the Five Star guarantees
and the subtenants’ guarantees of the Amended and Restated Leases
(collectively, the “Amended and Restated Guarantys”), (f) terminate
all pledges of equity interests of tenants and subtenants under the Leases and
an assignment and security agreement with respect to reserves for furniture,
fixtures and equipment thereunder (collectively, the “Termination Agreements”),
(g) the sale by certain of the Five Star Parties to the SNH Party that is
the landlord under the Term Loan Lease of furniture, fixtures and equipment
(the “FF&E”) located at the Mortgaged Properties, (h) the
pledge by certain of the Five Star Parties to Citibank of inventory and
equipment used at the Mortgaged Properties and leases, rents, contracts and
accounts receivable relating to or arising from operation of the Mortgaged
Properties pursuant to Subordination, Assignment and Security Agreements (the “SASAs”)
and certain further amendments to the Term Loan Lease as provided therein, and (i) conform
certain reporting and operational obligations of those Five Star Parties which
are tenants and/or operators of the Mortgaged Properties to those required by
the Term Loan.


 


In
addition, to facilitate the Term Loan, certain of the Five Star Parties have
been in negotiation with Citibank with respect to agreements and instruments to
be executed and delivered by them in connection therewith and with Wachovia
Bank, National Association (“Wachovia”) with respect to amendments to
their credit facility with Wachovia.


 

















 


In
connection with all of the foregoing, the Parties have agreed to certain
accommodations to facilitate the Term Loan.


 


Now,
therefore, the Parties agree:


 


1.                                       Execution and Delivery. 
Contemporaneously with the closing of the Term Loan, the Amended and
Restated Leases, the First Amendment, the Amended and Restated Security
Agreements, the Amended and Restated Subleases, the Amended and Restated
Subtenant Security Agreements, the Amended and Restated Guarantys, the
Termination Agreements, the SASAs, bills of sale for the FF&E and all other
agreements, instruments and documents required in connection therewith will be
executed and delivered by the SNH Parties and the Five Star Parties which are
parties thereto in the forms agreed to by such Parties.


 


2.                                       Common Stock. 
Contemporaneously with the closing of the Term Loan, SNH will purchase
and Five Star will sell 3,200,000 shares of Five Star’s common stock, par value
$0.01 (the “FVE Common Stock”), and Five Star and SNH will enter into a
Registration Rights Agreement in the form of Exhibit A (the “Registration
Rights Agreement”); provided, however, that Five Star shall not issue the
FVE Common Stock to SNH until Five Star receives notification from the NYSE
Amex LLC of the NYSE Amex LLC’s approval for listing with the NYSE Amex LLC the
FVE Common Stock to be issued by Five Star to SNH pursuant to this Section 2.  Five Star agrees to submit within five
business days of the date of this Agreement a listing application with the NYSE
Amex LLC for listing approval with the NYSE Amex LLC of the FVE Common Stock.


 


3.                                       Consideration. 
In consideration for the purchase and sale of the FF&E, the FVE
Common Stock and certain other accommodations afforded the SNH Parties by the
FVE Parties as contemplated by this Agreement and the other agreements,
instruments and documents executed and delivered in connection with the
transactions contemplated hereby, and as reimbursement for certain internal
costs of the Five Star Parties, contemporaneously with the closing of the Term
Loan, SNH will pay Five Star $18,600,000 in cash and effect the rent reduction
provided in Section 5 hereof.


 


4.                                       Expenses.  Upon receipt
of invoices and in addition to the payment provided in Section 3 hereof,
SNH will pay all past and future out-of-pocket costs and expenses, including
attorney’s fees, incurred by the Five Star Parties in connection with or
arising from the negotiation and closing of the transactions contemplated by
this Agreement (but not costs and expenses of continued maintenance or
compliance) and the other agreements, instruments and documents executed and
delivered in connection with the transactions contemplated hereby, including
all past and future costs and expenses in connection with or arising from the
organization (but not the continued maintenance) of additional subsidiaries and
licensing.


 


5.                                       Rent Reduction. 
Minimum Rent (defined in the Amended and Restated Leases) for the
Amended and Restated Lease which includes the Leased Properties known as the
New England Rehabilitation Hospital and the Braintree Rehabilitation Hospital
will, upon closing of the Term Loan, be reduced by an annual amount equal to
$2,000,000 until the expiration or sooner termination of the Fixed Term (as
defined in that Amended and Restated Lease).


 


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6.                                       Uneconomic Properties. 
So long as the First Amendment is effective (as such amendment may be
amended or modified from time to time), if the tenant under the Term Loan Lease
reasonably determines that it is no longer economically practical to operate a
Mortgaged Property as it is then operated and desires to market such Mortgaged
Property for sale or to replace such Mortgaged Property with another property
which is not then a Mortgaged Property, then upon notice to SNH with supporting
information, to the extent SNH Financing may then do so in compliance with its
covenants under the Term Loan, and so long as SNH Financing would not be
subject to any make-whole or similar payment, the landlord under the Term Loan
Lease will reasonably cooperate with the tenant and negotiate in good faith
with Citibank (or its successors) to permit such a sale or replacement of such
Mortgaged Property, subject to any required prepayment of the Term Loan not
being in excess of the sale proceeds if the Mortgaged Property is sold or, if
the Mortgaged Property is to be replaced, to no prepayment being required, and
to permit an amendment of the Term Loan Lease to reduce the Minimum Rent
(defined in the Term Loan Lease) upon such sale, consistent with the terms of
the Term Loan Lease as in effect immediately prior to the effectiveness of the
First Amendment, or upon such replacement, to adjust the Minimum Rent, if
appropriate, on terms acceptable to the landlord and tenant.  To the extent such sale or replacement could
not be done by SNH Financing in compliance with its covenants under the Term
Loan, SNH Financing shall negotiate in good faith with Citibank (or its
successors) to obtain the consent of Citibank (or its successors) to such sale
or replacement, subject to the other qualifications of the immediately
preceding sentence.


 


7.                                       Cooperation. 
Each of the Parties will use commercially reasonable efforts to take, or
cause to be taken, all actions and to do, or cause to be done, all things
necessary, proper or advisable to consummate and make effective the
transactions contemplated by this Agreement and to cooperate with each other in
connection with the foregoing, whether before or after the closing of the Term
Loan.  Additionally, the Five Star
Parties will timely provide the SNH Parties with information and documentation
reflecting the historical cost basis of the Five Star Parties in the FF&E.


 


8.                                       Redemption and Compliance. 
Five Star shall not and shall cause its subsidiaries not to offer to
redeem or redeem any shares of Five Star common stock if as a result of such
redemption the FVE Common Stock issued to SNH by Five Star pursuant to this
Agreement would then represent more than 9.8% of the then issued and outstanding
shares of Five Star common stock; provided for these purposes, shares issued to
officers and employees which are subject to vesting or similar restrictions
shall not be deemed to be issued and outstanding.  Five Star will reasonably cooperate with any
SNH request involving SNH’s compliance with section 856(d)(2)(B) of the
Internal Revenue Code of 1986, as amended (including the applicable attribution
rules of section 856(d)(5)).


 


9.                                       Transfer Restrictions. 
Subject to ownership limitations in Five Star’s governing instruments,
as they may be in effect from time to time, for so long as Five Star may have
net operating loss carryforwards or similar tax benefits which may be applied
to Five Star’s future taxable income and the application of such loss carryforwards
or benefits may be limited as a result of ownership changes in Five Star’s
stock pursuant to applicable tax law, regulations or rules, SNH shall not sell,
dispose or otherwise transfer, or offer to do the same, without Five Star’s
prior written consent (not to be unreasonably withheld, conditioned or
delayed), any shares of the FVE Common Stock.


 


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10.                                 Indemnity.  Should any of
the Parties default in its obligations under the Term Loan or any agreement,
document or instrument executed in connection therewith, such defaulting
Parties will pay or reimburse any other Party for any cost, expense, loss or
damage suffered or incurred by such other Party as a result of such default.


 


11.                                 Representations and Warranties of Five
Star Parties.  The Five Star Parties represent and warrant
to the SNH Parties that:


 


(a)                                  Organization. 
Each of the Five Star Parties is duly organized, validly existing and in
good standing under the laws of its jurisdiction or organization and has full
corporate, trust, limited liability company or limited partnership power and
authority to conduct its business as it is now being conducted and to own,
operate or lease its properties and assets.


 


(b)                                 Authorization. 
Each of the Five Star Parties has all requisite corporate, trust,
limited liability company or limited partnership power and authority to execute
and deliver this Agreement and the other agreements, documents or instruments
which it is required to execute and deliver in connection with this Agreement
and the transactions contemplated hereby and to perform its respective
obligations hereunder and thereunder. 
The execution and delivery by each of the Five Star Parties of this
Agreement and the other agreements, documents or instruments which they are
required to execute and deliver in connection with this Agreement and the
transactions contemplated hereby and the consummation by each of the
transactions contemplated hereby have been duly authorized by all necessary
corporate, trust, limited liability company or limited partnership action.  This Agreement and the other agreements,
documents or instruments required to be executed and delivered by each of the
Five Star Parties in connection this Agreement and the transactions contemplated
hereby has been duly and validly executed and delivered by each of the Five
Star Parties party thereto and, assuming due authorization, execution and
delivery by each of the other Parties, constitutes the legal, valid and binding
obligation of such Five Star Parties, enforceable against each of the Five Star
Parties in accordance with its terms, except as such enforcement may be subject
to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other similar laws relating to creditors’ rights generally, (ii) general
principles of equity (whether applied in a proceeding at law or in equity) and (iii) any
implied covenant of good faith and fair dealing.


 


(c)                                  No Violation. 
The execution and delivery by each of the Five Star Parties of this
Agreement and the agreements, documents or instruments required to be executed
and delivered by them in connection with the transactions contemplated hereby
does not, and the consummation by each of them of the transactions contemplated
hereby will not, (i) conflict with, or result in any violation of or
default under, any provision of the governing instruments of the Five Star
Parties; (ii) conflict with or result in any violation of or default
under, any law or judgment applicable to any such entity, or to which any of
their respective properties are subject; or (iii) conflict with, or, with
or without notice or the lapse of time, result in a breach, termination (or
right of termination) or violation of or default under the terms of any
agreement, contract, indenture or other instrument to 


 


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which any such entity is a party or subject, or to
which any of its respective properties are subject.


 


(d)                                 Approvals.  The execution
and delivery by each of the Five Star Parties of this Agreement and the
agreements, documents or instruments required to executed and delivered by them
in connection with this Agreement and the other transactions contemplated
hereby and the consummation by it of the transactions contemplated hereby do
not require the consent, approval, order, or authorization of any person under
any agreement, contract, indenture or other instrument or laws to which any
Five Star Party is a party or subject or to which any of its respective properties
are subject, and no declaration, filing or registration with any governmental
entity is required by any such entity in connection with the execution and
delivery of this Agreement and the consummation by it of the transactions
contemplated by this Agreement, except for consents which have been obtained
and filings required under securities laws.


 


(e)                                  FF&E.  The Five Star
Parties have, or will have at the closing of the Term Loan, title to all of the
FF&E, free and clear of any liens or encumbrances, subject to SNH’s right
and obligation to acquire the FF&E pursuant to this Agreement.


 


(f)                                    Common Shares. 
The FVE Common Stock to be issued to SNH, when issued in accordance with
the terms of this Agreement, will be duly authorized, validly issued, fully
paid and non-assessable and not subject to any preemptive rights and issued in
compliance with all applicable laws.  As
of the date of this Agreement and after giving effect to the issuance of the
FVE Common Stock, the FVE Common Stock to be issued to SNH by Five Star will
represent approximately 9.03% of the issued and outstanding shares of common
stock of Five Star.


 


12.                                 Representations and Warranties of SNH. 
The SNH Parties represent and warrant to the Five Star Parties:


 


(a)                                  Organization.  Each of the
SNH Parties is duly organized, validly
existing and in good standing under the laws of its jurisdiction or
organization and has full corporate, real estate investment trust, limited
liability company or limited partnership power and authority to conduct its business
as it is now being conducted and to own, operate or lease its properties and
assets.


 


(b)                                 Authorization. 
Each of the SNH Parties has all requisite corporate, trust, limited
liability company or limited partnership power and authority to execute and deliver
this Agreement and the other agreements, documents or instruments which it is
required to execute and deliver in connection with this Agreement and the
transactions contemplated hereby and to perform its respective obligations
hereunder and thereunder.  The execution
and delivery by each of the SNH Parties of this Agreement and the other
agreements, documents or instruments which they are required to execute and
deliver in connection with this Agreement and the transactions contemplated
hereby and the consummation by each of the transactions contemplated hereby
have been duly authorized by all necessary corporate, trust, limited liability
company or limited partnership action. 
This Agreement and the other agreements, documents or instruments
required to be executed and delivered by each of the SNH Parties in connection
this 


 


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Agreement and the transactions contemplated hereby has
been duly and validly executed and delivered by each of the SNH Parties party
thereto and, assuming due authorization, execution and delivery by each of the
other Parties, constitutes the legal, valid and binding obligation of such SNH
Parties, enforceable against each of the SNH Parties in accordance with its
terms, except as such enforcement may be subject to (i) bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or other similar
laws relating to creditors’ rights generally, (ii) general principles of
equity (whether applied in a proceeding at law or in equity) and (iii) any
implied covenant of good faith and fair dealing.


 


(c)                                  No Violation. 
The execution and delivery by each of the SNH Parties of this Agreement
and the agreements, documents or instruments required to be executed and
delivered by them in connection with the transactions contemplated hereby does
not, and the consummation by each of them of the transactions contemplated
hereby will not, (i) conflict with, or result in any violation of or
default under, any provision of the governing instruments of any of the SNH
Parties; (ii) conflict with or result in any violation of or default
under, any law or judgment applicable to any such entity, or to which any of
their respective properties are subject; or (iii) conflict with, or, with
or without notice or the lapse of time, result in a breach, termination (or
right of termination) or violation of or default under the terms of any
agreement, contract, indenture or other instrument to which any such entity is
a party or subject, or to which any of its respective properties are subject.


 


(d)                                 Approvals.  The execution
and delivery by each of the SNH Parties of this Agreement and the agreements,
documents or instruments required to executed and delivered by them in
connection with this Agreement and the other transactions contemplated hereby
and the consummation by it of the transactions contemplated hereby do not
require the consent, approval, order, or authorization of any person under any
agreement, contract, indenture or other instrument or laws to which any SNH
Party is a party or subject or to which any of its respective properties are
subject, and no declaration, filing or registration with any governmental
entity is required by any such entity in connection with the execution and
delivery of this Agreement and the consummation by it of the transactions
contemplated by this Agreement, except for consents which have been obtained
and filings required under securities laws.


 


(e)                                  Private Placement.


 


(i)                                     SNH is (A) an “accredited investor”
within the meaning of Rule 501 of Regulation D promulgated under the
Securities Act of 1933, as amended (the “Securities Act”); (B) aware
that the sale of the FVE Common Stock to it is being made in reliance on a
private placement exemption from registration under the Securities Act and (C) acquiring
the FVE Common Stock for its own account.


 


(ii)                                  SNH understands and agrees that the FVE
Common Stock is being offered in a transaction not involving any public
offering within the meaning of the Securities Act, that the FVE Common Stock
has not been registered under the Securities Act and that the FVE Common Stock
may be offered, resold, pledged 


 


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or otherwise transferred only (A) in a
transaction not involving a public offering, (B) pursuant to an exemption
from registration under the Securities Act, or (C) to Five Star or one of
its subsidiaries, in each of cases (A) through (C) in accordance with
any applicable securities laws of any State of the United States, and that it will
notify any subsequent purchaser of the FVE Common Stock from it of the resale
restrictions referred to above, as applicable.


 


(iii)                               SNH understands that, unless sold
pursuant to a registration statement that has been declared effective under the
Securities Act or in compliance with Rule 144 promulgated thereunder, Five
Star may require that the FVE Common Stock will bear a legend or other
restriction substantially to the effect provided in Section 14(a) hereof.


 


(iv)                              SNH:


 


(A)                              is able to fend for itself in the
transactions contemplated hereby;


 


(B)                                has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of its prospective
investment in the FVE Common Stock; and


 


(C)                                has the ability to bear the economic
risks of its prospective investment and can afford the complete loss of such
investment.


 


(v)                                 SNH acknowledges that (A) it has
conducted its own investigation of Five Star and the terms of the FVE Common
Stock, (B) it has had access to Five Star’s public filings with the
Securities and Exchange Commission and to such financial and other information
as it deems necessary to make its decision to purchase the FVE Common Stock,
and (C) has been offered the opportunity to conduct such review and analysis
of the business, assets, condition, operations and prospects of Five Star and
its subsidiaries and to ask questions of Five Star and received answers
thereto, each as it deemed necessary in connection with the decision to
purchase the FVE Common Stock.  SNH
further acknowledges that it has had such opportunity to consult with its own
counsel, financial and tax advisors and other professional advisers as it
believes is sufficient for purposes of the purchase of the FVE Common Stock.


 


(vi)                              SNH understands that Five Star will rely
upon the truth and accuracy of the foregoing representations, acknowledgements
and agreements.


 


13.                                 Issuance of Common Shares. 
It is agreed that the issuance of the FVE Common Stock will not
constitute a prohibited Change of Control (defined in the Term Loan Lease).


 


14.                                 Legends.  SNH
understands and agrees that any certificate or account statement representing
the FVE Common Stock shall bear legends or other restrictions substantially to
the 


 


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following effect (it being agreed that if the FVE Common Stock is not
certificated, other appropriate restrictions shall be implemented to give
effect to the following):


 


(a)                                  “THIS SECURITY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
AN APPLICABLE EXEMPTION THEREFROM.  THE
HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS
SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (A) IN
A TRANSACTION NOT INVOLVING A PUBLIC OFFERING, (B) PURSUANT TO ANY OTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING
RULE 144 PROMULGATED UNDER THE SECURITIES ACT (IF AVAILABLE), OR (C) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF
CASES (A) THROUGH (C) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES.”;


 


(b)                                 “THIS SECURITY IS SUBJECT TO AND MAY ONLY
BE TRANSFERRED IN ACCORDANCE WITH THE TERMS OF THE LEASE REALIGNMENT AGREEMENT,
DATED AS OF AUGUST [_], 2009, AMONG SENIOR HOUSING PROPERTIES TRUST, FIVE STAR
QUALITY CARE, INC. AND CERTAIN OF THEIR RESPECTIVE SUBSIDIARIES, A COPY OF
WHICH IS ON FILE WITH THE SECRETARY OF FIVE STAR QUALITY CARE, INC.”;


 


(c)                                  any legend generally appearing on
certificates or account statements for the Company’s shares; and


 


(d)                                 any legend required by applicable state
securities laws.


 


15.                                 No Amendment of Financing Documents. 
None of the SNH Parties shall enter, effect or cause any amendment or
modification to the Term Loan or any other agreement, document or instrument
with respect thereto if such amendment or modification would be materially
adverse to Five Star without the prior written consent of FVE (not to be
unreasonably withheld, conditioned or delayed) and any other applicable FVE
Party.


 


16.                                 Arbitration.


 


(a)                                  Any disputes, claims or controversies
between any SNH Party on the one hand and any Five Star Party on the other hand
(i) arising out of or relating to this Agreement or the transactions
contemplated hereby, or (ii) brought by or on behalf of any shareholder of
either SNH or Five Star (which, for purposes of this Section 16, shall
mean any shareholder of record or any beneficial owner of shares of either SNH
or Five Star, or any former shareholder of record or beneficial owner of shares
of either SNH or Five Star), either on its own behalf, on behalf of either SNH
or Five Star or on behalf of any series or class of shares of either SNH or
Five Star or shareholders of either SNH or Five Star against either SNH or Five
Star or any trustee, director, officer, manager 


 


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(including Reit Management & Research LLC or
its successor), agent or employee of either SNH or Five Star, including
disputes, claims or controversies relating to the meaning, interpretation,
effect, validity, performance or enforcement of this Agreement, the declaration
of trust or the bylaws of SNH or the charter or bylaws of Five Star (all of
which are referred to as “Disputes”) or relating in any way to such a
Dispute or Disputes, shall on the demand of any party to such Dispute be
resolved through binding and final arbitration in accordance with the
Commercial Arbitration Rules (the “Rules”) of the American
Arbitration Association (“AAA”) then in effect, except as modified
herein.  For the avoidance of doubt, and
not as a limitation, Disputes are intended to include derivative actions
against trustees, directors, managers or officers of either SNH or Five Star
and class actions by a shareholder of either SNH or Five Star against those
individuals or entities and either SNH and Five Star.


 


(b)                                 There shall be three arbitrators.  If there are (i) only two parties to the
Dispute, each party shall select one arbitrator within 15 days after receipt by
respondent of a copy of the demand for arbitration and (ii) more than two
parties to the Dispute, all claimants, on the one hand, and all respondents, on
the other hand, shall each select, by the vote of a majority of the claimants
or the respondents, as the case may be, one arbitrator.  The two party-nominated arbitrators shall
jointly nominate the third and presiding arbitrator within 15 days of the
nomination of the second arbitrator.  If
any arbitrator has not been nominated within the time limit specified herein,
then the AAA shall provide a list of proposed arbitrators in accordance with
the Rules, and the arbitrator shall be appointed by the AAA in accordance with
a listing, striking and ranking procedure, with each party having a limited
number of strikes, excluding strikes for cause. 
For the avoidance of doubt, the arbitrators appointed by the parties to
such Dispute may be affiliates or interested persons of such parties but the
third arbitrator elected by the party arbitrators or by the AAA shall be
unaffiliated with either party.


 


(c)                                  The place of arbitration shall be Boston,
Massachusetts unless otherwise agreed by the parties.


 


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


 


(e)                                  In rendering an award or decision (the “Award”),
the arbitrators shall be required to follow the laws of The Commonwealth of
Massachusetts.  Any arbitration
proceedings or Award rendered hereunder and the validity, effect and
interpretation of this arbitration agreement shall be governed by the Federal
Arbitration Act, 9 U.S.C. §1 et seq.  The
Award shall be in writing and may, but shall not be required to, briefly state
the findings of fact and conclusions of law on which it is based.


 


(f)                                    Except to the extent expressly provided
by this Agreement or as otherwise agreed between the parties, each party
involved in a Dispute shall bear its own costs and expenses (including
attorneys’ fees), and the arbitrators shall not render an award that would
include shifting of any such costs or expenses (including attorneys’ fees) or,
in a derivative case or class action by a shareholder of either SNH or Five
Star, award any portion of SNH’s or Five Star’s award to the claimant or the
claimant’s attorneys.  Each 


 


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party (or, if there are more than two parties to the
Dispute, all claimants, on the one hand, and all respondents, on the other
hand, respectively) shall bear the costs and expenses of its (or their)
selected arbitrator and the parties (or, if there are more than two parties to
the Dispute, all claimants, on the one hand, and all respondents, on the other
hand) shall equally bear the costs and expenses of the third appointed
arbitrator.


 


(g)                                 The Award shall be final and binding upon
the parties thereto and shall be the sole and exclusive remedy between such
parties relating to the Dispute, including any claims, counterclaims, issues or
accounting presented to the arbitrators. 
Judgment upon the Award may be entered in any court having
jurisdiction.  To the fullest extent
permitted by law, no application or appeal to any court of competent
jurisdiction may be made in connection with any question of law arising in the
course of arbitration or with respect to any award made except for actions
relating to enforcement of this agreement to arbitrate or any arbitral award
issued hereunder and except for actions seeking interim or other provisional
relief in aid of arbitration proceedings in any court of competent
jurisdiction.


 


(h)                                 Any monetary award shall be made and
payable in U.S. dollars free of any tax, deduction or offset.  The party against which the Award assesses a
monetary obligation shall pay that obligation on or before the 30th day following
the date of the Award or such other date as the Award may provide.


 


17.                                 Miscellaneous.


 


(a)                                  No Waiver.  No failure by
any Party to insist upon the strict performance of any term hereof or to
exercise any right, power or remedy consequent upon a breach thereof shall
constitute a waiver of any such breach or of any such term.  To the maximum extent permitted by law, no
waiver of any breach shall affect or alter this Agreement, which shall continue
in full force and effect with respect to any other then existing or subsequent
breach.


 


(b)                                 Severability. 
Any clause, sentence, paragraph, section or provision of this Agreement
held by a court of competent jurisdiction to be invalid, illegal or ineffective
shall not impair, invalidate or nullify the remainder of this Agreement, but
rather the effect thereof shall be confined to the clause, sentence, paragraph,
section or provision so held to be invalid, illegal or ineffective, and this
Agreement shall be construed as if such invalid, illegal or ineffective
provisions had never been contained therein.


 


(c)                                  Notices.


 


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


 


10
















 


(ii)                                  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
telecopy, 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.


 


(iii)                               All such notices shall be addressed,


 


if to any SNH Party:


 


Senior Housing Properties
Trust

400 Centre Street

Newton, Massachusetts  02458

Attn:  David J. Hegarty, President

Facsimile:  (617) 796-8349


 


with a copy to (which
shall not constitute notice):


 


Sullivan &
Worcester LLP

One Post Office Square

Boston, Massachusetts  02109

Attn:  Richard Teller

Facsimile: (617) 338-2880


 


if to any Five Star
Party:


 


Five Star Quality Care, Inc.

400 Centre Street

Newton, Massachusetts  02458

Attn:  Bruce J. Mackey, Jr.,
President

Facsimile:  (617) 658-1751


 


with a copy to (which
shall not constitute notice):


 


Skadden,
Arps, Slate, Meagher & Flom LLP

One Beacon Street

Boston, Massachusetts  02108

Attn.:  Louis A. Goodman

Facsimile:  (617) 573-4822


 


(iv)                              By notice given as herein provided, the
Parties 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 and 


 


11

















 


facsimile numbers 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.


 


(d)                                 Waiver;
Successors and Assigns.   Neither this Agreement nor any provision
hereof may be changed, waived, discharged or terminated except by an instrument
in writing signed by the Party to be charged. 
All the terms and provisions of this Agreement shall be binding upon and
inure to the benefit of the Parties and their respective successors and
assigns.


 


(e)                                  Counterparts;
Headings.   This Agreement may
be executed in two or more counterparts, each of which shall constitute an
original, but which, when taken together, shall constitute but one instrument
and shall become effective as of the date hereof when copies hereof, which,
when taken together, bear the signatures of each of the Parties shall have been
signed.  Headings in this Agreement are
for purposes of reference only and shall not limit or affect the meaning of the
provisions hereof.


 


(f)                                    Applicable Law,
Etc.  Except as to matters regarding the internal
affairs of a Party and issues of or limitations on any personal liability of
the shareholders, members and limited partners and trustees, directors,
managers and general partners of a Party, as to which the laws of a Party’s
jurisdiction of formation or organization shall govern, this Agreement shall be
interpreted, construed, applied and enforced in accordance with the laws of The
Commonwealth of Massachusetts without giving effect to the principles of
conflicts of laws thereof that would require the application of any law of
another jurisdiction.


 


(g)                                 Attorneys’ Fees. 
If any lawsuit or arbitration or other legal proceeding arises in
connection with the interpretation or enforcement of this Agreement solely
among the Parties, the prevailing Party therein shall be entitled to receive
from the other Party the prevailing Party’s costs and expenses, including
reasonable attorneys’ fees incurred in connection therewith, in preparation
therefor and on appeal therefrom, which amounts shall be included in any
judgment therein.


 


(h)                                 Non-liability of Trustees and Directors.


 


(i)                                     THE DECLARATIONS OF
TRUST ESTABLISHING CERTAIN OF THE PARTIES, COPIES OF WHICH, TOGETHER WITH ALL
AMENDMENTS THERETO OR RESTATEMENTS THEREOF (THE “DECLARATIONS”), ARE DULY FILED
IN THE OFFICE OF THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND
PROVIDE THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SUCH
PARTIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY
OBLIGATION OF, OR CLAIM AGAINST, SUCH PARTIES. 
ALL PERSONS DEALING WITH SUCH PARTIES, IN ANY WAY, SHALL LOOK ONLY TO
THE ASSETS OF SUCH PARTIES FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY
OBLIGATION.


 


12

















 


(ii)                                  A COPY OF THE ARTICLES OF INCORPORATION,
AS IN EFFECT ON THE DATE HEREOF, OF FIVE STAR, TOGETHER WITH ALL AMENDMENTS AND
SUPPLEMENTS THERETO, IS DULY FILED IN THE OFFICE OF THE STATE DEPARTMENT OF
ASSESSMENTS AND TAXATION OF MARYLAND.  NO
DIRECTOR, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF FIVE STAR SHALL BE HELD TO
ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM
AGAINST, FIVE STAR.  ALL PERSONS DEALING
WITH FIVE STAR, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF FIVE STAR FOR THE
PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.


 


Signatures
appear on the pages to follow


 


13

















 


Executed
under seal as of the date first above written.


 


	
   

  	
  SENIOR HOUSING PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
  SNH FM FINANCING TRUST

  
	
   

  	
   

  
	
   

  	
  ELLICOTT CITY LAND I, LLC

  
	
   

  	
   

  
	
   

  	
  SNH SOMERFORD PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
  SPTMNR PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
  SNH/LTA PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
  SPTIHS PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
  SNH CHS PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
  SNH/LTA PROPERTIES GA LLC

  
	
   

  	
   

  
	
   

  	
  SPTMNR PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
  SNH/LTA PROPERTIES GA LLC

  
	
   

  	
   

  
	
   

  	
  SNH/LTA PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
  O.F.C. CORPORATION

  
	
   

  	
   

  
	
   

  	
  SNH CHS PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
  CCC OF KENTUCKY TRUST

  
	
   

  	
   

  
	
   

  	
  LEISURE PARK VENTURE LIMITED PARTNERSHIP

  
	
   

  	
  By:

  	
  CC
  Leisure Park Corporation,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  
	
   

  	
  CCDE SENIOR LIVING LLC

  
	
   

  	
   

  
	
   

  	
  CCOP SENIOR LIVING LLC

  
	
   

  	
   

  
	
   

  	
  CCC PUEBLO NORTE TRUST

  
	
   

  	
   

  
	
   

  	
  CCC RETIREMENT COMMUNITIES II, L.P.

  
	
   

  	
  By:

  	
  Crestline Ventures LLC,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  CCC INVESTMENTS I, L.L.C.

  
	
   

  	
   

  
	
   

  	
  CCC FINANCING I TRUST

  
	
   

  	
   

  
	
   

  	
  CCC FINANCING LIMITED, L.P.

  
	
   

  	
  By:

  	
  CCC
  Retirement Trust,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  
	
   

  	
  SNH SOMERFORD PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
  HRES 1 PROPERTIES TRUST

  



 


 


14

















 


	
   

  	
  SNH NS PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
  SNH/LTA PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
  SNH/LTA PROPERTIES GA LLC

  
	
   

  	
   

  
	
   

  	
  CCOP SENIOR LIVING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Hegarty

  
	
   

  	
   

  	
  Name:

  	
  David J. Hegarty

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FIVE STAR QUALITY CARE, INC.

  
	
   

  	
   

  
	
   

  	
  FVE FM FINANCING, INC.

  
	
   

  	
   

  
	
   

  	
  FIVE STAR QUALITY CARE TRUST

  
	
   

  	
   

  
	
   

  	
  FS TENANT HOLDING COMPANY TRUST

  
	
   

  	
   

  
	
   

  	
  FS COMMONWEALTH LLC

  
	
   

  	
   

  
	
   

  	
  FS PATRIOT LLC

  
	
   

  	
   

  
	
   

  	
  FIVE STAR QUALITY CARE — NS TENANT,

  
	
   

  	
  LLC

  
	
   

  	
   

  
	
   

  	
  ANNAPOLIS
  HERITAGE PARTNERS, LLC

  
	
   

  	
   

  
	
   

  	
  COLUMBIA
  HERITAGE PARTNERS, LLC

  
	
   

  	
   

  
	
   

  	
  ENCINITAS
  HERITAGE PARTNERS, LLC

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-AZ, LLC

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-CA, LLC

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-COLORADO, LLC

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-FL, LLC

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-GA, LLC

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-GHV, LLC

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-IA, INC.

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-IA, LLC

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-MN, LLC

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-MO, LLC

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-MS, LLC

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-NE, INC.

  



 


15

















 


	
   

  	
  FIVE
  STAR QUALITY CARE-NE, LLC

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-VA, LLC

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-WI, LLC

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-WY, LLC

  
	
   

  	
   

  
	
   

  	
  FREDERICK
  HERITAGE PARTNERS, LLC

  
	
   

  	
   

  
	
   

  	
  FRESNO
  HERITAGE PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP

  
	
   

  	
  By:
   Hamilton Place, LLC, its General Partner

  
	
   

  	
   

  
	
   

  	
  HAGERSTOWN
  HERITAGE PARTNERS, LLC

  
	
   

  	
   

  
	
   

  	
  MORNINGSIDE
  OF BELMONT, LLC

  
	
   

  	
   

  
	
   

  	
  MORNINGSIDE
  OF COLUMBUS, L.P.

  
	
   

  	
  By:
   LifeTrust America, Inc., its
  General Partner

  
	
   

  	
   

  
	
   

  	
  MORNINGSIDE
  OF DALTON, LIMITED PARTNERSHIP

  
	
   

  	
  By:
   LifeTrust America, Inc., its
  General Partner

  
	
   

  	
   

  
	
   

  	
  MORNINGSIDE
  OF EVANS, LIMITED PARTNERSHIP

  
	
   

  	
  By:
  LifeTrust America, Inc., its General Partner

  
	
   

  	
   

  
	
   

  	
  MORNINGSIDE
  OF GALLATIN, LLC

  
	
   

  	
   

  
	
   

  	
  MORNINGSIDE
  OF KENTUCKY, LIMITED PARTNERSHIP

  
	
   

  	
  By:
  LifeTrust America, Inc., its General Partner

  
	
   

  	
   

  
	
   

  	
  NEWARK
  HERITAGE PARTNERS I, LLC

  
	
   

  	
   

  
	
   

  	
  NEWARK
  HERITAGE PARTNERS II, LLC

  
	
   

  	
   

  
	
   

  	
  REDLANDS
  HERITAGE PARTNERS, LLC

  
	
   

  	
   

  
	
   

  	
  ROSEVILLE
  HERITAGE PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP

  
	
   

  	
  By:
   Hamilton Place, LLC, its General
  Partner

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-CA II, LLC

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-IN, LLC

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-KS, LLC

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-MD, LLC

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-TX, LLC

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-WI, LLC

  
	
   

  	
   

  
	
   

  	
  FS
  LAFAYETTE TENANT TRUST

  



 


16

















 


	
   

  	
  FS
  LEISURE PARK TENANT TRUST

  
	
   

  	
   

  
	
   

  	
  FS
  LEXINGTON TENANT TRUST

  
	
   

  	
   

  
	
   

  	
  FS
  TENANT POOL I TRUST

  
	
   

  	
   

  
	
   

  	
  FS
  TENANT POOL II TRUST

  
	
   

  	
   

  
	
   

  	
  FS
  TENANT POOL III TRUST

  
	
   

  	
   

  
	
   

  	
  FS
  TENANT POOL IV TRUST

  
	
   

  	
   

  
	
   

  	
  FSQC-AL,
  LLC

  
	
   

  	
   

  
	
   

  	
  MORNINGSIDE
  OF ANDERSON, L.P.

  
	
   

  	
  By:
  LifeTrust America, Inc., its General Partner

  
	
   

  	
   

  
	
   

  	
  MORNINGSIDE
  OF ATHENS, LIMITED PARTNERSHIP

  
	
   

  	
  By:
  LifeTrust America, Inc., its General Partner

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-IL, LLC

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-KS, LLC

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-NJ, LLC

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-VA, LLC

  
	
   

  	
   

  
	
   

  	
  MORNINGSIDE
  OF GREENWOOD, L.P.

  
	
   

  	
  By:
  LifeTrust America, Inc.

  
	
   

  	
   

  
	
   

  	
  MORNINGSIDE
  OF SKIPWITH-RICHMOND,

  
	
   

  	
  LLC

  
	
   

  	
   

  
	
   

  	
  STOCKTON
  HERITAGE PARTNERS, LLC

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-MD, LLC

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-NC, LLC

  
	
   

  	
   

  
	
   

  	
  FIVE
  STAR QUALITY CARE-SAVANNAH, LLC

  
	
   

  	
   

  
	
   

  	
  MORNINGSIDE
  OF BELLGRADE, RICHMOND,

  
	
   

  	
  LLC

  
	
   

  	
   

  
	
   

  	
  MORNINGSIDE
  OF CHARLOTTESVILLE, LLC

  
	
   

  	
   

  
	
   

  	
  MORNINGSIDE
  OF NEWPORT NEWS, LLC

  
	
   

  	
   

  
	
   

  	
  THE
  HEARTLANDS RETIREMENT

  COMMUNITY-ELLICOTT CITY I, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce J. Mackey Jr.

  
	
   

  	
   

  	
  Name:

  	
  Bruce J. Mackey Jr.

  
	
   

  	
   

  	
  Title:

  	
  President

  



 


17

















 


SCHEDULE A

Leases


 


1.                                       Amended and Restated Master Lease
Agreement (Lease No. 1), dated as of June 30, 2008, by and among
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. (as Landlord)
and Five Star Quality Care Trust (as Tenant);


 


2.                                       Amended and Restated Master Lease
Agreement (Lease No. 2), dated as of June 30, 2008, by and among CCC
Financing I Trust, CCC of Kentucky Trust, CCC Ohio Healthcare Trust, CCC Pueblo
Norte Trust, CCC Investments I, L.L.C., CCCP Senior Living LLC, CCDE Senior
Living LLC, CCFL Senior Living LLC, CCOP Senior Living  LLC, CCSL Senior Living LLC, LTJ Senior
Communities LLC, CCC Financing Limited, L.P., CCC Retirement Trust, CCC
Retirement Communities II, L.P., HRES1 Properties Trust, Leisure Park Venture
Limited Partnership and Panther Holdings Level I, L.P., (as Landlord) and FS
Commonwealth LLC, FS Patriot LLC, FS Tenant Holding Company Trust, and FS
Tenant Pool III Trust (as Tenant);


 


3.                                       Amended and Restated Master Lease
Agreement (Lease No. 3), dated as of June 30, 2008, by and among SNH
Somerford Properties Trust, SPTIHS Properties Trust, and SPTMNR Properties
Trust (as Landlord) and Five Star Quality Care Trust (as Tenant), as amended;


 


4.                                       Amended and Restated Master Lease
Agreement (Lease No. 4), dated as of August 1, 2008, by and between
SNH NS Properties Trust (as Landlord) and Five Star Quality Care - NS Tenant,
LLC (as Tenant);


 


5.                                       Lease Agreement, dated as of November 19,
2004, by and among MSD — Macon, LLC, MSD — Beaufort, LLC, MSD — Camden, LLC,
MSD — Hartsville, LLC, MSD — Lexington, LLC, MSD — Orangeburg, LLC, MSD —
Seneca, LLC, MSD — Cullman, LLC, MSD — Madison, LLC, MSD — Sheffield, LLC, MSD —
Bowling Green, LLC, MSD — Paducah, LLC, MSD — Conyers, LLC, MSD — Gainesville,
LLC, MSD — Cleveland, LLC and MSD — Cookeville, LLC (as Landlord) and
Morningside of Macon, LLC, Morningside of Beaufort, LLC, Morningside of Camden,
LLC, Morningside of Hartsville, LLC, Morningside of Lexington, LLC, Morningside
of Orangeburg, LLC, Morningside of Seneca, L.P., Morningside of Cullman, LLC,
Morningside of Madison, LLC, Morningside of Sheffield, LLC, Morningside of
Bowling Green, LLC, Morningside of Paducah, LLC, Morningside of Conyers, LLC,
Morningside of  Gainesville, LLC,
Morningside of  Cleveland, LLC and
Morningside of Cookeville, LLC;


 


6.                                       Lease Agreement, dated as of November 19,
2004, by and among MSD - Jackson, LLC, MSD - Knoxville, LLC, MSD - Franklin,
LLC, and MSD - Hopkinsville, LLC (as Landlord) and Morningside of Jackson, LLC,
Morningside of Knoxville, LLC, Morningside of Franklin, LLC and Morningside of
Hopkinsville, Limited Partnership (as Tenant); and


 

















 


7.                                       Master Lease Agreement, dated as of September 1,
2008, by and among SNH RMI Fox Ridge Manor Properties LLC, SNH RMI Jefferson
Manor Properties LLC, SNH RMI McKay Manor Properties LLC, SNH RMI Northwood
Manor Properties LLC, SNH RMI Oak Woods Manor Properties LLC, SNH RMI Park
Square Manor Properties LLC, SNH RMI Smith Farms Manor Properties LLC, and SNH
RMI Sycamore Manor Properties LLC, (as Landlord) and Five Star Quality
Care-RMI, LLC (as Tenant).


 


2

















 


SCHEDULE B

Mortgaged Properties


 


	
  Forum
  at Desert Harbor

  
	
  13840
  North Desert Harbor Drive

  
	
  Peoria,
  AZ 85381

  
	
   

  
	
  Forum
  at Tucson

  
	
  2500
  North Rosemont Blvd.

  
	
  Tucson,
  AZ 85712

  
	
   

  
	
  The
  Remington Club I

  
	
  16925
  Hierba Drive

  
	
  San
  Diego, CA 92128

  
	
   

  
	
  The
  Remington Club II

  
	
  16916
  Hierba Drive

  
	
  San
  Diego, CA 92128

  
	
   

  
	
  Rio
  Las Palmas

  
	
  877
  East March Lane

  
	
  Stockton,
  CA 95207

  
	
   

  
	
  Foulk
  Manor North

  
	
  1212
  Foulk Road

  
	
  Wilmington,
  DE 19803

  
	
   

  
	
  Park
  Summit at Coral Springs

  
	
  8500
  Royal Palm Blvd.

  
	
  Coral
  Springs, FL 33065

  
	
   

  
	
  Coral
  Oaks

  
	
  900
  West Lake Road

  
	
  Palm
  Harbor, FL 34684

  
	
   

  
	
  Savannah Square

  
	
  One Savannah Square Drive

  
	
  Savannah, GA 31406

  
	
   

  
	
  Forum at the Crossing

  
	
  8505 Woodfield Crossing Blvd.

  
	
  Indianapolis,
  IN 46240

  
	
   

  
	
  Forum
  at Overland Park

  
	
  3501
  West 95th Street

  
	
  Overland
  Park, KS 66206

  
	
   

  
	
  Forum at Brookside

  
	
  200
  Brookside Drive

  
	
  Louisville,
  KY 40243

  
	
   

  
	
  Gables at Winchester

  
	
  299 Cambridge Street

  
	
  Winchester, MA 01890

  
	
   

  
	
  HeartFields
  at Easton

  
	
  700
  Port Street

  
	
  Easton, MD 21601

  



 

















 


	
  Heartlands at Ellicott
  City

  
	
  3004
  North Ridge Road

  
	
  Ellicott
  City, MD 21043

  
	
   

  
	
  Heartlands
  at Severna Park

  
	
  715
  Benfield Road

  
	
  Severna
  Park, MD 21146

  
	
   

  
	
  Aspenwood

  
	
  14400 Homecrest Road

  
	
  Silver Springs, MD 20906

  
	
   

  
	
  HeartFields
  at Cary

  
	
  1050
  Crescent Green Drive

  
	
  Cary,
  NC 27511

  
	
   

  
	
  Montebello

  
	
  10500 Academy Road

  
	
  Albuquerque, NM 87111

  
	
   

  
	
  Forum at Knightsbridge

  
	
  4590 and 4625
  Knightsbridge Blvd.

  
	
  Columbus, OH 43214

  
	
   

  
	
  Forum
  at Memorial Woods

  
	
  777
  North Post Oak Road

  
	
  Houston,
  TX 77024

  
	
   

  
	
  Forum at Lincoln Heights

  
	
  311 West Nottingham Road

  
	
  San
  Antonio, TX 78209

  
	
   

  
	
  Forum
  at Woodlands

  
	
  5055
  W Panther Creek Drive

  
	
  Woodlands,
  TX 77381

  
	
   

  
	
  Morningside of
  Charlottesville

  
	
  491
  Crestwood Drive

  
	
  Charlottesville,
  VA 22903

  
	
   

  
	
  HeartFields at
  Fredericksburg

  
	
  20 HeartFields Lane

  
	
  Fredericksburg, VA 22405

  
	
   

  
	
  Morningside
  of Bellgrade

  
	
  2800
  Polo Parkway

  
	
  Midlothian,
  VA 23113

  
	
   

  
	
  Morningside of Newport News

  
	
  655 Denbigh Boulevard

  
	
  Newport
  News, VA 23608

  
	
   

  
	
  Meadowmere
  - Northshore Assisted Living

  
	
  10803
  North Port Washington Road

  
	
  Mequon, WI 53092

  



 


4