SHAREHOLDERS AGREEMENT by and among AFFILIATES INSURANCE COMPANY, FIVE STAR QUALITY CARE, INC., HOSPITALITY PROPERTIES TRUST, HRPT PROPERTIES TRUST, SENIOR HOUSING PROPERTIES TRUST, TRAVELCENTERS OF AMERICA LLC and REIT MANAGEMENT & RESEARCH LLC...Shareholders Agreement • March 2nd, 2009 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Indiana
This Shareholders Agreement (this “Agreement”), dated February 27, 2009, by and among Affiliates Insurance Company, a company being formed and licensed as an insurance company in the State of Indiana (the “Company”), Five Star Quality Care, Inc., a Maryland corporation (“FVE”), Hospitality Properties Trust, a Maryland real estate investment trust (“HPT”), HRPT Properties Trust, a Maryland real estate investment trust (“HRP”), Senior Housing Properties Trust, a Maryland real estate investment trust (“SNH”), TravelCenters of America LLC, a Delaware limited liability company (“TA”), and Reit Management & Research LLC, a Delaware limited liability company (“RMR”, and together with FVE, HPT, HRP, SNH and TA, the “Shareholders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 2nd, 2009 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered March 10, 2004 (the “Effective Date”), by and between Five Star Quality Care, Inc., a Maryland Corporation (the “Company”), and Rosemary Esposito, R.N. (“Indemnitee”).
GUARANTY AGREEMENTGuaranty Agreement • March 2nd, 2009 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Maryland
THIS GUARANTY AGREEMENT (this “Agreement”) is made and given as of September 1, 2008 by FIVE STAR QUALITY CARE, INC., a Maryland corporation (the “Guarantor”), for the benefit of 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, each a Maryland limited liability company (together with their respective successors and assigns, collectively, the “Landlord”).
MASTER LEASE AGREEMENT dated as of September 1, 2008, by and amongMaster Lease Agreement • March 2nd, 2009 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
AMENDED AND RESTATED PLEDGE OF STOCK AND MEMBERSHIP INTERESTS AGREEMENT (SUBTENANT PLEDGE — LEASE NO. 1 AND LEASE NO. 3)Pledge of Stock and Membership Interests Agreement • March 2nd, 2009 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
THIS AMENDED AND RESTATED PLEDGE OF STOCK AND MEMBERSHIP INTERESTS AGREEMENT (this “Agreement”) is made and given as of June 30, 2008 by all of the entities identified as Pledgors on the signature page of this Agreement (collectively, the “Pledgors”) for the benefit of the parties identified as the Secured Parties on the signature page hereof (together with their respective successors and assigns, collectively, the “Secured Parties”).
SUBTENANT GUARANTY AGREEMENT (AMENDED LEASE NO. 4)Subtenant Guaranty Agreement • March 2nd, 2009 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Maryland
THIS SUBTENANT GUARANTY AGREEMENT (this “Agreement”) is made and given as of July 1, 2008 by FIVE STAR QUALITY CARE-GHV, LLC, a Maryland limited liability company, and FIVE STAR QUALITY CARE-NJ, LLC, a Maryland limited liability company (each a “Subtenant Guarantor” and, jointly and severally, the “Subtenant Guarantors”), for the benefit of SNH NS PROPERTIES TRUST, a Maryland real estate investment trust (together with its successors and assigns, “Landlord”).
SUBTENANT SECURITY AGREEMENT (AMENDED LEASE NO. 4)Subtenant Security Agreement • March 2nd, 2009 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
THIS SUBTENANT SECURITY AGREEMENT (this “Agreement”) is entered into as of July 1, 2008 by and between FIVE STAR QUALITY CARE — GHV, LLC, a Maryland limited liability company, and FIVE STAR QUALITY CARE-NJ, LLC, a Maryland limited liability company (collectively, the “Subtenants”), and SNH NS PROPERTIES TRUST, a Maryland real estate investment trust (together with its successors and assigns, collectively, the “Secured Party”).
PLEDGE OF TENANT’S COMPANY INTERESTS AGREEMENT (AMENDED LEASE NO. 4)Company Interests Agreement • March 2nd, 2009 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
THIS PLEDGE OF TENANT’S COMPANY INTERESTS AGREEMENT (this “Agreement”) is made and given as of July 1, 2008 by FSQ, INC., a Maryland corporation (the “Pledgor”), for the benefit of SNH NS PROPERTIES TRUST, a Maryland real estate investment trust (together with its successors and assigns, collectively, the “Secured Party”).
AMENDED AND RESTATED SUBTENANT SECURITY AGREEMENT (LEASE NO. 3)Subtenant Security Agreement • March 2nd, 2009 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
THIS AMENDED AND RESTATED SUBTENANT SECURITY AGREEMENT (this “Agreement”) is entered into as of this 30th day of June, 2008 by and among (i) each of the parties identified on the signature page hereof as the Subtenants (each a “Subtenant” and collectively, the “Subtenants”), and (ii) each of the parties identified on the signature page hereof as the Secured Parties (collectively, the “Secured Parties”).
AMENDED AND RESTATED PLEDGE OF SHARES OF BENEFICIAL INTERESTS AGREEMENT (SUBTENANT PLEDGE —LEASE NO. 2)Beneficial Interests Agreement • March 2nd, 2009 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
THIS AMENDED AND RESTATED PLEDGE OF SHARES OF BENEFICIAL INTERESTS AGREEMENT (this “Agreement”) is made and given as of June 30, 2008 by FS TENANT HOLDING COMPANY TRUST, a Maryland business trust (the “Pledgor”), for the benefit of the parties identified as the Secured Parties on the signature page hereof (together with their respective successors and assigns, collectively, the “Secured Parties”).
PLEDGE OF SUBTENANTS’ COMPANY INTERESTS AGREEMENT AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4)Subtenants’ Company Interests Agreement • March 2nd, 2009 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
THIS PLEDGE OF SUBTENANT COMPANY INTERESTS AGREEMENT (this “Agreement”) is made and given as of July 1, 2008 by FSQ, INC., a Maryland corporation, and THE HEARTLANDS RETIREMENT COMMUNITY - ELLICOTT CITY II, INC., a Maryland corporation (each individually a “Pledgor” and, collectively, the “Pledgors”), for the benefit of SNH NS PROPERTIES TRUST, a Maryland real estate investment trust (together with its successors and assigns, collectively, the “Secured Party”).
FIVE STAR QUALITY CARE, INC. RESTRICTED SHARE AGREEMENTRestricted Share Agreement • March 2nd, 2009 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
This Restricted Share Agreement (this “Agreement”) is made as of ________________, between __________ (the “Employee”) and Five Star Quality Care, Inc. (the “Company”).
TENANT SECURITY AGREEMENT (AMENDED LEASE NO. 4)Tenant Security Agreement • March 2nd, 2009 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
THIS TENANT SECURITY AGREEMENT (this “Agreement”) is entered into as of July 1, 2008 by and between FIVE STAR QUALITY CARE — NS TENANT, LLC, a Maryland limited liability company (the “Tenant”), and SNH NS PROPERTIES TRUST, a Maryland real estate investment trust (together with its successors and assigns, collectively, the “Secured Party”).
