4.
Amendment of Subtenant Security Agreement.
The Subtenant
Security Agreement is hereby amended by (i) replacing Exhibit A attached thereto
with Exhibit A attached hereto; (ii) replacing Schedule 1 attached thereto with
Schedule 1 attached hereto; and (iii) replacing Schedule 2 attached thereto with
Schedule 2 attached hereto.
5.
Amendment of Tenant Security Agreement.
The Tenant Security
Agreement is hereby amended by replacing Schedule 2 attached thereto with
Schedule 3 attached hereto.
6.
Amendment of Subtenant Pledge Agreement.
The Subtenant Pledge
Agreement is hereby amended by (i) replacing Exhibit A attached thereto with
Exhibit B attached hereto; and (ii) replacing Exhibit B attached thereto with
Exhibit C attached hereto.
7.
Confirmation of Guarantees and Other Incidental Documents.
Each
of the parties to the Guarantees and the other Incidental Documents hereby
confirms that all references in the Guarantees and the other Incidental
Documents to the "Amended
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Lease No. 3" shall refer to Amended Lease No. 3 as amended by the Third
Amendment, and the Guarantees and the other Incidental Documents, as amended and
confirmed hereby, are hereby ratified and confirmed in all respects.
8.
No Impairment, Etc.
The obligations, covenants, agreements and
duties of the guarantors under the Guarantees shall not be impaired in any
manner by the execution and delivery of the Third Amendment, and in no event
shall any ratification or confirmation of such Guarantees or such other
Incidental Documents, or the obligations, covenants, agreements and the duties
of the guarantors thereunder or of the parties under the other Incidental
Documents, including, without limitation, this Confirmation, be required in
connection with any such amendment, change or modification.
[Signatures on the following pages.]
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IN WITNESS WHEREOF, the parties hereto have caused this Confirmation to be duly
executed, as a sealed instrument, as of the date first set forth above.
GUARANTOR:
FIVE STAR QUALITY CARE, INC.
By:
/s/ Travis K. Smith
Travis K. Smith
Vice President
TENANT:
FIVE STAR QUALITY CARE TRUST
By:
/s/ Travis K. Smith
Travis K. Smith
Vice President
TENANT PLEDGOR:
FSQ, INC.
By:
/s/ Travis K. Smith
Travis K. Smith
Vice President
SUBTENANT PLEDGORS:
FIVE STAR QUALITY CARE-CA II, INC.,
FIVE STAR QUALITY CARE-SOMERFORD,
LLC,
SOMERFORD PLACE, LLC,
HAMILTON PLACE, LLC,
THE HEARTLANDS RETIREMENT COMMUNITY- ELLICOTT CITY I, INC., and
THE HEARTLANDS RETIREMENT COMMUNITY- ELLICOTT CITY II, INC.
By:
/s/ Travis K. Smith
Travis K. Smith
Vice President of each of the
foregoing entities
SUBTENANTS:
FIVE STAR QUALITY CARE-IN, LLC,
FSQC-AL, LLC,
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