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Full Doc
 | 2002 |
Pledge of Shares of Beneficial Interest Agreement
Pledge of Shares of Beneficial Interest Agreement (37K)
Doc #277290: Click preview link for longer preview.
PLEDGE OF SHARES OF BENEFICIAL INTEREST AGREEMENT
THIS PLEDGE OF SHARES OF BENEFICIAL INTEREST AGREEMENT (this
"AGREEMENT") is made and given as of December 31, 2001 by FIVE STAR QUALITY
CARE, INC., a Maryland corporation (the "PLEDGOR"), for the benefit of each of
the other parties identified on the signature page hereof (together with their
respective successors and assigns, collectively, the "SECURED PARTIES").
W I T N E S S E T H:
WHEREAS, pursuant to a Master Lease Agreement, dated as of the date
hereof (the "MASTER LEASE"), the Secured Parties leased to Five Star Quality
Care Trust, a Maryland business trust (the "TENANT"), and the Tenant leased from
the Secured Parties, certain premises as more particularly described in the
Master Lease, subject to and upon the terms and conditions set forth therein;
and
WHEREAS, pursuant to a Guaranty Agreement, dated as of the date hereof
(the "GUARANTY"), Five Star Quality Care, Inc., a Maryland corporation (the
"GUARANTOR"), guaranteed to the Secured Parties the payment and performance of
all of the obligations of the Tenant to the Secured Parties with respect to the
Master Lease and other related documents, subject to and upon the terms and
conditions set forth therein; and
WHEREAS, the Pledgor owns all of the outstanding shares of beneficial
interest in the Tenant and is a wholly-owned subsidiary of the Guarantor; and
WHEREAS, the Pledgor shall derive direct substantial benefit from the
transactions contemplated by the Master Lease and the Guaranty; and
WHEREAS, it is a condition precedent to the Secured Parties' entering
into the Master Lease and accepting the Guaranty that the Pledgor pledge all of
the shares of beneficial interest in the Tenant to the Secured Parties as
security for the payment and performance of (i) all of the obligations of the
Tenant to the Secured Parties with respect to the Master Lease and other related
documents and (ii) all of the obligations of the Guarantor to the Secured
Parties with respect to the Guaranty and other related documents;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the mutual receipt and
{PAGE}
legal sufficiency of which are hereby acknowledged, the Pledgor hereby agrees as
follows:
SECTION 1. CERTAIN TERMS. Capitalized terms used and not otherwise
defined in this Agreement shall have the meanings ascribed to such terms in the
Master Lease. The Master Lease, the Incidental Documents and the Guaranty are
herein collectively referred to as the "TRANSACTION DOCUMENTS."
SECTION 2. PLEDGE. The Pledgor hereby pledges to the Secured Parties
all of the shares of beneficial interest in the Tenant (the "PLEDGED SHARES")
listed in EXHIBIT A attached hereto and all other shares of beneficial interest
in the Tenant in which the Pledgor may have rights from time to time and any
other securities or other investment property and other collateral of the
Pledgor now owned or hereafter acquired which under this Agreement are required
to be pledged to the Secured Parties, and in each case, all certificates
representing such Pledged Shares or other investment property or collateral, and
all rights, options, warrants, stock or other securities or other property which
may hereafter be received, receivable or distributed in respect of the Pledged
Shares, together with all proceeds of the foregoing, including, without
limitation, all dividends, cash, notes, securities or other property from time
to time acquired, receivable or otherwise distributed in respect of, or in
exchange for, the foregoing, (the Pledged Shares and any additional securities
or collateral pledged hereunder, collectively, the "PLEDGED COLLATERAL"), and
the Pledgor hereby grants to the Secured Parties a security interest in all of
the Pledged Collateral and the proceeds thereof as security for the due and
punctual payment and performance of the Secured Obligations (as hereinafter
defined).
The Pledgor has delivered to and deposited with the Secured Parties any
and all certificates or other instruments representing the Pledged Collateral
and undated trust share powers endorsed in blank, as security for the payment
and performance of all of the Secured Obligations. If in the future the Pledgor
possesses or controls any other certificates or other instruments representing
the Pledged Collateral, the Pledgor shall immediately and without notice deliver
the same to the Secured Parties together with undated trust share powers
endorsed in blank, as security for the payment and performance of all of the
Secured Obligations.
SECTION 3. SECURED OBLIGATIONS. For purposes of this Agreement, the
term "SECURED OBLIGATIONS" shall mean the payment and performance of each and
every obligation of the Tenant and
-2-
{PAGE}
the Guarantor under 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 Master Lease.
SECTION 4. REPRESENTATIONS OF THE PLEDGOR. The Pledgor covenants that
the Pledged Shares are duly and validly pledged to the Secured Parties in
accordance with law and the Pledgor shall warrant and defend the Secured
Parties' right, title and security interest in and to the Pledged Shares against
the claims and demands of all persons whomsoever. The Pledgor represents and
warrants to the Secured Parties that the Pledgor has good and marketable title
to all the Pledged Shares, free and clear of all claims, mortgages, pledges,
liens, security interests and other encumbrances of every nature whatsoever;
that the Pledged Shares are not subject to any restriction on transfer contained
in the Declaration of Trust or any other charter documents of the Tenant or in
any agreement or instrument to which the Tenant or the Pledgor is a party or by
which the Tenant or the Pledgor is bound which would prohibit or restrict the
pledge of the Pledged Shares hereunder or the disposition thereof upon default
hereunder; that all of the Pledged Shares have been duly and validly issued and
are fully paid for and nonassessable; and that the Pledged Shares constitute all
of the presently issued and outstanding shares of the beneficial interests of
the Tenant.
SECTION 5. COVENANTS OF THE PLEDGOR. The Pledgor hereby covenants and
agrees that it shall not sell, convey or otherwise dispose of any of the Pledged
Collateral nor create, incur or permit to exist any pledge, mortgage, lien,
charge, encumbrance or any security interest whatsoever with respect to any of
the Pledged Collateral or the proceeds thereof, other than the liens on and
security interests in the Pledged Collateral created hereby. The Pledgor further
covenants and agrees that it shall not consent to or approve the issuance of any
additional shares of beneficial interest in the Tenant. The Pledgor further
covenants and agrees that, until the Secured Obligations are paid in full, the
Pledgor shall not change the state of its incorporation or its corporate name
without providing the Secured Parties with thirty (30) days' prior written
277290
|
Five Star
As referenced in this Pledge of Shares of Beneficial Interest Agreement:
FIVE STAR QUALITY
CARE, INC – BENEFICIAL INTEREST AGREEMENT
THIS PLEDGE OF SHARES OF BENEFICIAL INTEREST AGREEMENT (this
"AGREEMENT") is made and given as of December 31, 2001 by FIVE STAR QUALITY
CARE, INC ., a Maryland corporation (the "PLEDGOR"), for the benefit of each of
the other parties identified on the signature page hereof (together with
_____________
Five Star Quality Care, Inc – upon the terms and conditions set forth therein;
and
WHEREAS, pursuant to a Guaranty Agreement, dated as of the date hereof
(the "GUARANTY"), Five Star Quality Care, Inc ., a Maryland corporation (the
"GUARANTOR"), guaranteed to the Secured Parties the payment and performance of
all of the obligations of the Tenant
_____________
FIVE STAR QUALITY CARE, INC – SUM OR THE
PERFORMANCE OF ANY OBLIGATION.
-13-
{PAGE}
WITNESS the execution hereof under seal as of the date above first
written.
PLEDGOR:
FIVE STAR QUALITY CARE, INC .,
a Maryland corporation
By: /s/ Bruce J. Mackey Jr.
-----------------------------
Treasurer and Chief Financial
Officer
SECURED PARTIES:
HRES2 PROPERTIES TRUST
By: /s/ David
_____________
dt 196386
;
SHPT
As referenced in this Pledge of Shares of Beneficial Interest Agreement:
Senior Housing Properties Trust
– extended to the next Business Day.
-9-
{PAGE}
(c) All such notices shall be addressed,
if to the Secured Parties 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 the Pledgor to:
400
_____________
dt 195408
;
| Five Star Quality Care Trust
|
| Preview
Full Doc
| 2002 |
Pledge of Shares of Beneficial Interest Agreement
Pledge of Shares of Beneficial Interest Agreement (44K)
Doc #277292: Click preview link for longer preview.
PLEDGE OF SHARES OF BENEFICIAL INTEREST AGREEMENT
THIS PLEDGE OF SHARES OF BENEFICIAL INTEREST AGREEMENT (this
"AGREEMENT") is made and given as of January 11, 2002 by FSQ, INC., a Delaware
corporation (the "PLEDGOR"), for the benefit of each of the other parties
identified on the signature page hereof (together with their respective
successors and assigns, collectively, the "SECURED PARTIES").
W I T N E S S E T H:
WHEREAS, pursuant to a Master Lease Agreement, dated as of January 7,
2002 (together with all amendments, modifications and supplements thereto,
collectively, the "MASTER LEASE") the Secured Parties leased to FS Tenant
Holding Company Trust, a Maryland business trust (the "TENANT"), and the
Tenant leased from the Secured Parties, certain premises as more particularly
described in the Master Lease, subject to and upon the terms and conditions
set forth therein; and
WHEREAS, pursuant to a Guaranty Agreement, dated as of the date hereof
(the "GUARANTY"), Five Star Quality Care, Inc., a Maryland corporation (the
"GUARANTOR"), guaranteed to the Secured Parties the payment and performance of
all of the obligations of the Tenant to the Secured Parties with respect to the
Master Lease and other related documents, subject to and upon the terms and
conditions set forth therein; and
WHEREAS, the Pledgor owns all of the outstanding shares of beneficial
interest in the Tenant and is a wholly-owned subsidiary of the Guarantor; and
WHEREAS, the Pledgor shall derive direct substantial benefit from the
transactions contemplated by the Master Lease and the Guaranty; and
WHEREAS, it is a condition precedent to the Secured Parties' entering
into the Master Lease and accepting the Guaranty that the Pledgor pledge all of
the shares of beneficial interest in the Tenant to the Secured Parties as
security for the payment and performance of (i) all of the obligations of the
Tenant to the Secured Parties with respect to the Master Lease and other related
documents and (ii) all of the obligations of the Guarantor to the Secured
Parties with respect to the Guaranty and other related documents;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the mutual receipt and
{PAGE}
legal sufficiency of which are hereby acknowledged, the Pledgor hereby agrees as
follows:
SECTION 1. CERTAIN TERMS. Capitalized terms used and not otherwise
defined in this Agreement shall have the meanings ascribed to such terms in the
Master Lease. The Master Lease, the Incidental Documents and the Guaranty are
herein collectively referred to as the "TRANSACTION DOCUMENTS."
SECTION 2. PLEDGE. The Pledgor hereby pledges to the Secured Parties
all of the shares of beneficial interest in the Tenant (the "PLEDGED SHARES")
listed in EXHIBIT A attached hereto and all other shares of beneficial interest
in the Tenant in which the Pledgor may have rights from time to time and any
other securities or other investment property and other collateral of the
Pledgor now owned or hereafter acquired which under this Agreement are required
to be pledged to the Secured Parties, and in each case, all certificates
representing such Pledged Shares or other investment property or collateral, and
all rights, options, warrants, stock or other securities or other property which
may hereafter be received, receivable or distributed in respect of the Pledged
Shares, together with all proceeds of the foregoing, including, without
limitation, all dividends, cash, notes, securities or other property from time
to time acquired, receivable or otherwise distributed in respect of, or in
exchange for, the foregoing, (the Pledged Shares and any additional securities
or collateral pledged hereunder, collectively, the "PLEDGED COLLATERAL"), and
the Pledgor hereby grants to the Secured Parties a security interest in all of
the Pledged Collateral and the proceeds thereof as security for the due and
punctual payment and performance of the Secured Obligations (as hereinafter
defined).
The Pledgor has delivered to and deposited with the Secured Parties any
and all certificates or other instruments representing the Pledged Collateral
and undated trust share powers endorsed in blank, as security for the payment
and performance of all of the Secured Obligations. If in the future the Pledgor
possesses or controls any other certificates or other instruments representing
the Pledged Collateral, the Pledgor shall immediately and without notice deliver
the same to the Secured Parties together with undated trust share powers
endorsed in blank, as security for the payment and performance of all of the
Secured Obligations.
SECTION 3. SECURED OBLIGATIONS. For purposes of this Agreement, the
term "SECURED OBLIGATIONS" shall mean the payment and performance of each and
every obligation of the Tenant and
-2-
{PAGE}
the Guarantor under 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 Master Lease.
SECTION 4. REPRESENTATIONS OF THE PLEDGOR. The Pledgor covenants that
the Pledged Shares are duly and validly pledged to the Secured Parties in
accordance with law and the Pledgor shall warrant and defend the Secured
Parties' right, title and security interest in and to the Pledged Shares against
the claims and demands of all persons whomsoever. The Pledgor represents and
warrants to the Secured Parties that the Pledgor has good and marketable title
to all the Pledged Shares, free and clear of all claims, mortgages, pledges,
liens, security interests and other encumbrances of every nature whatsoever;
that the Pledged Shares are not subject to any restriction on transfer contained
in the Declaration of Trust or any other charter documents of the Tenant or in
any agreement or instrument to which the Tenant or the Pledgor is a party or by
which the Tenant or the Pledgor is bound which would prohibit or restrict the
pledge of the Pledged Shares hereunder or the disposition thereof upon default
hereunder; that all of the Pledged Shares have been duly and validly issued and
are fully paid for and nonassessable; and that the Pledged Shares constitute all
of the presently issued and outstanding shares of the beneficial interests of
the Tenant.
SECTION 5. COVENANTS OF THE PLEDGOR. The Pledgor hereby covenants and
agrees that it shall not sell, convey or otherwise dispose of any of the Pledged
Collateral nor create, incur or permit to exist any pledge, mortgage, lien,
charge, encumbrance or any security interest whatsoever with respect to any of
the Pledged Collateral or the proceeds thereof, other than the liens on and
security interests in the Pledged Collateral created hereby. The Pledgor further
covenants and agrees that it shall not consent to or approve the issuance of any
additional shares of beneficial interest in the Tenant. The Pledgor further
covenants and agrees that, until the Secured Obligations are paid in full, the
Pledgor shall not change the state of its incorporation or its corporate name
without providing the Secured Parties with thirty (30) days' prior written
notice and making all filings and taking all such other actions as the Secured
Party determines are necessary or appropriate to continue or perfect the
security interest granted hereunder.
SECTION 6. FILING OF FINANCING STATEMENTS ETC. The Pledgor authorizes
the Secured Parties to file from time to time one or more financing statements
describing the Pledged
-3-
{PAGE}
Collateral. The Pledgor will cooperate with the Secured Parties at their request
from time to time in obtaining control agreements in form and substance
reasonably satisfactory to the Secured Parties with respect to any collateral
investment property, deposit accounts, or other Pledged Collateral as to which
the Secured Parties determine such agreements are necessary or appropriate to
perfect the security interest granted hereunder.
SECTION 7. DISTRIBUTIONS, ETC. Upon the dissolution, winding up,
liquidation or reorganization of the Tenant, whether in bankruptcy, insolvency
277292
|
Five Star
As referenced in this Pledge of Shares of Beneficial Interest Agreement:
Five Star Quality Care, Inc – upon the terms and conditions
set forth therein; and
WHEREAS, pursuant to a Guaranty Agreement, dated as of the date hereof
(the "GUARANTY"), Five Star Quality Care, Inc ., a Maryland corporation (the
"GUARANTOR"), guaranteed to the Secured Parties the payment and performance of
all of the obligations of the Tenant
_____________
Five Star Quality Care, Inc – 400 Centre Street
Newton, Massachusetts 02458
Attn: Mr. David J. Hegarty
[Telecopier No. (617) 796-8349]
if to the Pledgor to:
c/o Five Star Quality Care, Inc .
400 Centre Street
Newton, Massachusetts 02458
Attn: Mr. Evrett W. Benton
[Telecopier No. (617) 332-2261]
(d) By notice given as herein
_____________
dt 196387
;
SHPT
As referenced in this Pledge of Shares of Beneficial Interest Agreement:
Senior Housing Properties Trust
– extended to the next Business Day.
-9-
{PAGE}
(c) All such notices shall be addressed,
if to the Secured Parties 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 the Pledgor to:
c/
_____________
dt 195409
;
| FSQ, Inc.;
FS Tenant Holding Company Trust
|
| Preview
Full Doc
| 2001 |
Pledge of Shares of Beneficial Interest Agreement [Form]
Pledge of Shares of Beneficial Interest Agreement [Form] (37K)
Doc #277315: Click preview link for longer preview.
FORM OF
PLEDGE OF SHARES OF BENEFICIAL INTEREST AGREEMENT
THIS PLEDGE OF SHARES OF BENEFICIAL INTEREST AGREEMENT (this
"AGREEMENT") is made and given as of ____________________, 2001 by FIVE STAR
QUALITY CARE, INC., a Maryland corporation (the "PLEDGOR"), for the benefit of
each of the other parties identified on the signature page hereof (together with
their respective successors and assigns, collectively, the "SECURED PARTIES").
W I T N E S S E T H:
WHEREAS, pursuant to a Master Lease Agreement, dated as of the date
hereof (the "MASTER LEASE"), the Secured Parties leased to Five Star Quality
Care Trust, a Maryland business trust (the "TENANT"), and the Tenant leased from
the Secured Parties, certain premises as more particularly described in the
Master Lease, subject to and upon the terms and conditions set forth therein;
and
WHEREAS, pursuant to a Guaranty Agreement, dated as of the date hereof
(the "GUARANTY"), Five Star Quality Care, Inc., a Maryland corporation (the
"GUARANTOR"), guaranteed to the Secured Parties the payment and performance of
all of the obligations of the Tenant to the Secured Parties with respect to the
Master Lease and other related documents, subject to and upon the terms and
conditions set forth therein; and
WHEREAS, the Pledgor owns all of the outstanding shares of beneficial
interest in the Tenant and is a wholly-owned subsidiary of the Guarantor; and
WHEREAS, the Pledgor shall derive direct substantial benefit from the
transactions contemplated by the Master Lease and the Guaranty; and
WHEREAS, it is a condition precedent to the Secured Parties' entering
into the Master Lease and accepting the Guaranty that the Pledgor pledge all of
the shares of beneficial interest in the Tenant to the Secured Parties as
security for the payment and performance of (i) all of the obligations of the
Tenant to the Secured Parties with respect to the Master Lease and other related
documents and (ii) all of the obligations of
{PAGE}
the Guarantor to the Secured Parties with respect to the Guaranty and other
related documents;
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 Pledgor hereby agrees as follows:
SECTION 1. CERTAIN TERMS. Capitalized terms used and not otherwise
defined in this Agreement shall have the meanings ascribed to such terms in the
Master Lease. The Master Lease, the Incidental Documents and the Guaranty are
herein collectively referred to as the "TRANSACTION DOCUMENTS."
SECTION 2. PLEDGE. The Pledgor hereby pledges to the Secured Parties
all of the shares of beneficial interest in the Tenant (the "PLEDGED SHARES")
listed in EXHIBIT A attached hereto and all other shares of beneficial interest
in the Tenant in which the Pledgor may have rights from time to time and any
other securities or other investment property and other collateral of the
Pledgor now owned or hereafter acquired which under this Agreement are required
to be pledged to the Secured Parties, and in each case, all certificates
representing such Pledged Shares or other investment property or collateral, and
all rights, options, warrants, stock or other securities or other property which
may hereafter be received, receivable or distributed in respect of the Pledged
Shares, together with all proceeds of the foregoing, including, without
limitation, all dividends, cash, notes, securities or other property from time
to time acquired, receivable or otherwise distributed in respect of, or in
exchange for, the foregoing, (the Pledged Shares and any additional securities
or collateral pledged hereunder, collectively, the "PLEDGED COLLATERAL"), and
the Pledgor hereby grants to the Secured Parties a security interest in all of
the Pledged Collateral and the proceeds thereof as security for the due and
punctual payment and performance of the Secured Obligations (as hereinafter
defined).
The Pledgor has delivered to and deposited with the Secured Parties any
and all certificates or other instruments representing the Pledged Collateral
and undated trust share powers endorsed in blank, as security for the payment
and performance of all of the Secured Obligations. If in the future the Pledgor
possesses or controls any other certificates or other instruments representing
the Pledged Collateral, the Pledgor shall immediately and without notice deliver
the same to the Secured Parties together with undated trust share powers
-2-
{PAGE}
endorsed in blank, as security for the payment and performance of all of the
Secured Obligations.
SECTION 3. SECURED OBLIGATIONS. For purposes of this Agreement, the
term "SECURED OBLIGATIONS" shall mean the payment and performance of each and
every obligation of the Tenant and the Guarantor under 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
Master Lease.
SECTION 4. REPRESENTATIONS OF THE PLEDGOR. The Pledgor covenants that
the Pledged Shares are duly and validly pledged to the Secured Parties in
accordance with law and the Pledgor shall warrant and defend the Secured
Parties' right, title and security interest in and to the Pledged Shares against
the claims and demands of all persons whomsoever. The Pledgor represents and
warrants to the Secured Parties that the Pledgor has good and marketable title
to all the Pledged Shares, free and clear of all claims, mortgages, pledges,
liens, security interests and other encumbrances of every nature whatsoever;
that the Pledged Shares are not subject to any restriction on transfer contained
in the Declaration of Trust or any other charter documents of the Tenant or in
any agreement or instrument to which the Tenant or the Pledgor is a party or by
which the Tenant or the Pledgor is bound which would prohibit or restrict the
pledge of the Pledged Shares hereunder or the disposition thereof upon default
hereunder; that all of the Pledged Shares have been duly and validly issued and
are fully paid for and nonassessable; and that the Pledged Shares constitute all
of the presently issued and outstanding shares of the beneficial interests of
the Tenant.
SECTION 5. COVENANTS OF THE PLEDGOR. The Pledgor hereby covenants and
agrees that it shall not sell, convey or otherwise dispose of any of the Pledged
Collateral nor create, incur or permit to exist any pledge, mortgage, lien,
charge, encumbrance or any security interest whatsoever with respect to any of
the Pledged Collateral or the proceeds thereof, other than the liens on and
security interests in the Pledged Collateral created hereby. The Pledgor further
covenants and agrees that it shall not consent to or approve the issuance of any
additional shares of beneficial interest in the Tenant. The Pledgor further
covenants and agrees that, until the Secured Obligations are paid in full, the
Pledgor shall not change the state of its incorporation or its corporate name
without providing the Secured Parties with thirty (30) days' prior written
277315
|
Five Star
As referenced in this Pledge of Shares of Beneficial Interest Agreement [Form]:
FIVE STAR
QUALITY CARE, INC – OF BENEFICIAL INTEREST AGREEMENT
THIS PLEDGE OF SHARES OF BENEFICIAL INTEREST AGREEMENT (this
"AGREEMENT") is made and given as of ____________________, 2001 by FIVE STAR
QUALITY CARE, INC ., a Maryland corporation (the "PLEDGOR"), for the benefit of
each of the other parties identified on the signature page hereof (together with
_____________
Five Star Quality Care, Inc – upon the terms and conditions set forth therein;
and
WHEREAS, pursuant to a Guaranty Agreement, dated as of the date hereof
(the "GUARANTY"), Five Star Quality Care, Inc ., a Maryland corporation (the
"GUARANTOR"), guaranteed to the Secured Parties the payment and performance of
all of the obligations of the Tenant
_____________
FIVE STAR QUALITY CARE, INC – OBLIGATION.
[Remainder of page intentionally left blank.]
-14-
{PAGE}
WITNESS the execution hereof under seal as of the date above first
written.
PLEDGOR:
FIVE STAR QUALITY CARE, INC .
By:
----------------------------------------
Its (Vice) President
SECURED PARTIES:
HRES2 PROPERTIES TRUST
By:
----------------------------------------
Its:
------------------------------------
SPTIHS PROPERTIES TRUST
By:
----------------------------------------
Its:
------------------------------------
SPTMNR PROPERTIES TRUST
By:
----------------------------------------
Its:
------------------------------------
OMITTED
_____________
dt 196405
;
SHPT
As referenced in this Pledge of Shares of Beneficial Interest Agreement [Form]:
Senior Housing Properties Trust
– automatically be
extended to the next Business Day.
(c) All such notices shall be addressed,
if to the Secured Parties 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 the Pledgor to:
400
_____________
dt 195423
;
| Five Star Quality Care Trust
|
| Preview
Full Doc
| 2001 |
Pledge of Shares of Beneficial Interest Agreement [Form]
Pledge of Shares of Beneficial Interest Agreement [Form] (42K)
Doc #277316: Click preview link for longer preview.
FORM OF
PLEDGE OF SHARES OF BENEFICIAL INTEREST AGREEMENT
THIS PLEDGE OF SHARES OF BENEFICIAL INTEREST AGREEMENT (this
"AGREEMENT") is made and given as of , 2002 by FSQ, INC., a Delaware corporation
(the "PLEDGOR"), for the benefit of each of the other parties identified on the
signature page hereof (together with their respective successors and assigns,
collectively, the "SECURED PARTIES").
W I T N E S S E T H:
WHEREAS, pursuant to a Master Lease Agreement, dated as of the date
hereof (the "MASTER LEASE"), the Secured Parties leased to FS Tenant Holding
Company Trust, a Maryland business trust (the "TENANT"), and the Tenant leased
from the Secured Parties, certain premises as more particularly described in the
Master Lease, subject to and upon the terms and conditions set forth therein;
and
WHEREAS, pursuant to a Guaranty Agreement, dated as of the date hereof
(the "GUARANTY"), Five Star Quality Care, Inc., a Maryland corporation (the
"GUARANTOR"), guaranteed to the Secured Parties the payment and performance of
all of the obligations of the Tenant to the Secured Parties with respect to the
Master Lease and other related documents, subject to and upon the terms and
conditions set forth therein; and
WHEREAS, the Pledgor owns all of the outstanding shares of beneficial
interest in the Tenant and is a wholly-owned subsidiary of the Guarantor; and
WHEREAS, the Pledgor shall derive direct substantial benefit from the
transactions contemplated by the Master Lease and the Guaranty; and
WHEREAS, it is a condition precedent to the Secured Parties' entering
into the Master Lease and accepting the Guaranty that the Pledgor pledge all of
the shares of beneficial interest in the Tenant to the Secured Parties as
security for the payment and performance of (i) all of the obligations of the
Tenant to the Secured Parties with respect to the Master Lease and other related
documents and (ii) all of the obligations of
{PAGE}
the Guarantor to the Secured Parties with respect to the Guaranty and other
related documents;
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 Pledgor hereby agrees as follows:
SECTION 1. CERTAIN TERMS. Capitalized terms used and not otherwise
defined in this Agreement shall have the meanings ascribed to such terms in the
Master Lease. The Master Lease, the Incidental Documents and the Guaranty are
herein collectively referred to as the "TRANSACTION DOCUMENTS."
SECTION 2. PLEDGE. The Pledgor hereby pledges to the Secured Parties
all of the shares of beneficial interest in the Tenant (the "PLEDGED SHARES")
listed in EXHIBIT A attached hereto and all other shares of beneficial interest
in the Tenant in which the Pledgor may have rights from time to time and any
other securities or other investment property and other collateral of the
Pledgor now owned or hereafter acquired which under this Agreement are required
to be pledged to the Secured Parties, and in each case, all certificates
representing such Pledged Shares or other investment property or collateral, and
all rights, options, warrants, stock or other securities or other property which
may hereafter be received, receivable or distributed in respect of the Pledged
Shares, together with all proceeds of the foregoing, including, without
limitation, all dividends, cash, notes, securities or other property from time
to time acquired, receivable or otherwise distributed in respect of, or in
exchange for, the foregoing, (the Pledged Shares and any additional securities
or collateral pledged hereunder, collectively, the "PLEDGED COLLATERAL"), and
the Pledgor hereby grants to the Secured Parties a security interest in all of
the Pledged Collateral and the proceeds thereof as security for the due and
punctual payment and performance of the Secured Obligations (as hereinafter
defined).
The Pledgor has delivered to and deposited with the Secured Parties any
and all certificates or other instruments representing the Pledged Collateral
and undated trust share powers endorsed in blank, as security for the payment
and performance of all of the Secured Obligations. If in the future the Pledgor
possesses or controls any other certificates or other instruments representing
the Pledged Collateral, the Pledgor shall immediately and without notice deliver
the same to the Secured Parties together with undated trust share powers
-2-
{PAGE}
endorsed in blank, as security for the payment and performance of all of the
Secured Obligations.
SECTION 3. SECURED OBLIGATIONS. For purposes of this Agreement, the
term "SECURED OBLIGATIONS" shall mean the payment and performance of each and
every obligation of the Tenant and the Guarantor under 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
Master Lease.
SECTION 4. REPRESENTATIONS OF THE PLEDGOR. The Pledgor covenants that
the Pledged Shares are duly and validly pledged to the Secured Parties in
accordance with law and the Pledgor shall warrant and defend the Secured
Parties' right, title and security interest in and to the Pledged Shares against
the claims and demands of all persons whomsoever. The Pledgor represents and
warrants to the Secured Parties that the Pledgor has good and marketable title
to all the Pledged Shares, free and clear of all claims, mortgages, pledges,
liens, security interests and other encumbrances of every nature whatsoever;
that the Pledged Shares are not subject to any restriction on transfer contained
in the Declaration of Trust or any other charter documents of the Tenant or in
any agreement or instrument to which the Tenant or the Pledgor is a party or by
which the Tenant or the Pledgor is bound which would prohibit or restrict the
pledge of the Pledged Shares hereunder or the disposition thereof upon default
hereunder; that all of the Pledged Shares have been duly and validly issued and
are fully paid for and nonassessable; and that the Pledged Shares constitute all
of the presently issued and outstanding shares of the beneficial interests of
the Tenant.
SECTION 5. COVENANTS OF THE PLEDGOR. The Pledgor hereby covenants and
agrees that it shall not sell, convey or otherwise dispose of any of the Pledged
Collateral nor create, incur or permit to exist any pledge, mortgage, lien,
charge, encumbrance or any security interest whatsoever with respect to any of
the Pledged Collateral or the proceeds thereof, other than the liens on and
security interests in the Pledged Collateral created hereby. The Pledgor further
covenants and agrees that it shall not consent to or approve the issuance of any
additional shares of beneficial interest in the Tenant. The Pledgor further
covenants and agrees that, until the Secured Obligations are paid in full, the
Pledgor shall not change the state of its incorporation or its corporate name
without providing the Secured Parties with thirty (30) days' prior written
277316
|
Five Star
As referenced in this Pledge of Shares of Beneficial Interest Agreement [Form]:
Five Star Quality Care, Inc – upon the terms and conditions set forth therein;
and
WHEREAS, pursuant to a Guaranty Agreement, dated as of the date hereof
(the "GUARANTY"), Five Star Quality Care, Inc ., a Maryland corporation (the
"GUARANTOR"), guaranteed to the Secured Parties the payment and performance of
all of the obligations of the Tenant
_____________
Five Star Quality Care, Inc – 400 Centre Street
Newton, Massachusetts 02458
Attn: Mr. David J. Hegarty
[Telecopier No. (617) 796-8349]
if to the Pledgor to:
c/o Five Star Quality Care, Inc .
400 Centre Street
Newton, Massachusetts 02458
Attn: Mr. Evrett W. Benton
[Telecopier No. (617) 332-2261]
(d) By notice given as herein
_____________
dt 196406
;
SHPT
As referenced in this Pledge of Shares of Beneficial Interest Agreement [Form]:
Senior Housing Properties Trust
– automatically be
extended to the next Business Day.
(c) All such notices shall be addressed,
if to the Secured Parties 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 the Pledgor to:
c/
_____________
dt 195424
;
| FSQ, Inc.;
FS Tenant Holding Company Trust
|