0001104659-08-044299 Sample Contracts

AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2), dated as of June 30, 2008, by and among CERTAIN AFFILIATES OF SENIOR HOUSING PROPERTIES TRUST, AS LANDLORD, AND CERTAIN AFFILIATES OF FIVE STAR QUALITY CARE, INC.,
Master Lease Agreement • July 7th, 2008 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts

THIS AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) is entered into as of June 30, 2008 by and among each of the parties identified on the signature page hereof as a landlord, as landlord (collectively, “Landlord”), and each of the parties identified on the signature page hereof as a tenant, jointly and severally, as tenant (“Tenant”).

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AMENDED AND RESTATED GUARANTY AGREEMENT (LEASE NO. 3)
Guaranty Agreement • July 7th, 2008 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Maryland

THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this “Agreement”) is made and given as of June 30, 2008 by FIVE STAR QUALITY CARE, INC., a Maryland corporation (the “Guarantor”), for the benefit of SNH SOMERFORD PROPERTIES TRUST, SPTIHS PROPERTIES TRUST, and SPTMNR PROPERTIES TRUST, each a Maryland real estate investment trust (together with their successors and assigns, collectively, the “Landlord”).

AMENDED AND RESTATED SECURITY AGREEMENT (LEASE NO. 3)
Security Agreement • July 7th, 2008 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts

THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) is entered into as of the 30th day of June, 2008 by and among FIVE STAR QUALITY CARE TRUST, a Maryland business trust (“Tenant”), and SNH SOMERFORD PROPERTIES TRUST, a Maryland real estate investment trust, SPTIHS PROPERTIES TRUST, a Maryland real estate investment trust and SPTMNR PROPERTIES TRUST, a Maryland real estate investment trust (together with their successors and assigns, collectively, the “Secured Parties”).

AMENDED AND RESTATED SUBTENANT GUARANTY AGREEMENT
Subtenant Guaranty Agreement • July 7th, 2008 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Maryland

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”).

AMENDED AND RESTATED PLEDGE OF SHARES OF BENEFICIAL INTEREST AGREEMENT (TENANT PLEDGE – LEASE NO. 1 AND LEASE NO. 3)
Beneficial Interest Agreement • July 7th, 2008 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts

THIS AMENDED AND RESTATED PLEDGE OF SHARES OF BENEFICIAL INTEREST AGREEMENT (this “Agreement”) is made and given as of June 30, 2008 by FSQ, INC., a Delaware corporation (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”).

AMENDED AND RESTATED GUARANTY AGREEMENT (LEASE NO. 2)
Guaranty Agreement • July 7th, 2008 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Maryland

THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this “Agreement”) is entered into as of June 30, 2008 by FIVE STAR QUALITY CARE, INC., a Maryland corporation (the “Guarantor”), for the benefit of CCC FINANCING I TRUST, a Maryland business trust, CCC OF KENTUCKY TRUST, a Maryland business trust, CCC OHIO HEALTHCARE TRUST, a Maryland business trust, CCC PUEBLO NORTE TRUST, a Maryland business trust, CCC INVESTMENTS I, L.L.C., a Delaware limited liability company, CCCP SENIOR LIVING LLC, a Delaware limited liability company, CCDE SENIOR LIVING LLC, a Delaware limited liability company, CCFL SENIOR LIVING LLC, a Delaware limited liability company, CCOP SENIOR LIVING LLC, a Delaware limited liability company, CCSL SENIOR LIVING LLC, a Delaware limited liability company, LTJ SENIOR COMMUNITIES LLC, a Delaware limited liability company, CCC FINANCING LIMITED, L.P., a Delaware limited partnership, CCC RETIREMENT COMMUNITIES II, L.P., a Delaware partnership, HRES1 PROPERTIES TRUST, a Maryland rea

AMENDED AND RESTATED SECURITY AGREEMENT (LEASE NO. 2)
Security Agreement • July 7th, 2008 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts

THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) is entered into as of June 30, 2008, by FS PATRIOT LLC, a Maryland limited liability company, FS COMMONWEALTH LLC, a Maryland limited liability company, FS TENANT HOLDING COMPANY TRUST, a Maryland business trust, and FS TENANT POOL III TRUST, a Maryland business trust (collectively, “Tenant”), and CCC FINANCING I TRUST, a Maryland business trust, CCC OF KENTUCKY TRUST, a Maryland business trust, CCC OHIO HEALTHCARE TRUST, a Maryland business trust, CCC PUEBLO NORTE TRUST, a Maryland business trust, CCC INVESTMENTS I, L.L.C., a Delaware limited liability company, CCCP SENIOR LIVING LLC, a Delaware limited liability company, CCDE SENIOR LIVING LLC, a Delaware limited liability company, CCFL SENIOR LIVING LLC, a Delaware limited liability company, CCOP SENIOR LIVING LLC, a Delaware limited liability company, CCSL SENIOR LIVING LLC, a Delaware limited liability company, LTJ SENIOR COMMUNITIES LLC, a Delaware limited liability

AMENDED AND RESTATED SUBTENANT SECURITY AGREEMENT (LEASE NO. 2)
Subtenant Security Agreement • July 7th, 2008 • 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 the 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 INTEREST AGREEMENT (LEASE NO. 2)
Beneficial Interest Agreement • July 7th, 2008 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts

THIS AMENDED AND RESTATED PLEDGE OF SHARES OF BENEFICIAL INTEREST AGREEMENT (this “Agreement”) is made and given as of June 30, 2008 by FSQ, INC., a Delaware corporation and FS TENANT HOLDING COMPANY TRUST, a Maryland business trust (collectively, the “Pledgors”), for the benefit of CCC FINANCING I TRUST, a Maryland business trust, CCC OF KENTUCKY TRUST, a Maryland business trust, CCC OHIO HEALTHCARE TRUST, a Maryland business trust, CCC PUEBLO NORTE TRUST, a Maryland business trust, CCC INVESTMENTS I, L.L.C., a Delaware limited liability company, CCCP SENIOR LIVING LLC, a Delaware limited liability company, CCDE SENIOR LIVING LLC, a Delaware limited liability company, CCFL SENIOR LIVING LLC, a Delaware limited liability company, CCOP SENIOR LIVING LLC, a Delaware limited liability company, CCSL SENIOR LIVING LLC, a Delaware limited liability company, LTJ SENIOR COMMUNITIES LLC, a Delaware limited liability company, CCC FINANCING LIMITED, L.P., a Delaware limited partnership, CCC RETIR

SUBTENANT GUARANTY AGREEMENT (LEASE NO. 2)
Subtenant Guaranty Agreement • July 7th, 2008 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts

THIS 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 CCC FINANCING I TRUST, a Maryland business trust, CCC OF KENTUCKY TRUST, a Maryland business trust, CCC OHIO HEALTHCARE TRUST, a Maryland business trust, CCC PUEBLO NORTE TRUST, a Maryland business trust, CCC INVESTMENTS I, L.L.C., a Delaware limited liability company, CCCP SENIOR LIVING LLC, a Delaware limited liability company, CCDE SENIOR LIVING LLC, a Delaware limited liability company, CCFL SENIOR LIVING LLC, a Delaware limited liability company, CCOP SENIOR LIVING LLC, a Delaware limited liability company, CCSL SENIOR LIVING LLC, a Delaware limited liability company, LTJ SENIOR COMMUNITIES LLC, a Delaware limited liability company, CCC FINANCING LIMITED, L.P., a Delaware limited partnership, CCC RETIREMENT COMMUNI

AMENDED AND RESTATED SUBTENANT SECURITY AGREEMENT (LEASE NO. 3)
Subtenant Security Agreement • July 7th, 2008 • 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”).

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