EXHIBIT 10.19
NEW BEDFORD, MASSACHUSETTS
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED LEASE AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LEASE AGREEMENT (the
"First Amendment") is made and entered into on this the 31st day of December,
2004, by and between 0000 XXXXXXXX XXXXXX, LLC, a Delaware limited liability
company ("Lessor"), and 0000 XXXXXXXX XXXXXX OPERATING COMPANY, LLC, a Delaware
limited liability company ("Lessee") as follows:
R E C I T A L S:
A. Lessor and Lessee entered into that certain Second Amended and
Restated Lease Agreement dated as of December 20, 2004 (the "Lease"), whereby
the Lessor leased to Lessee certain leased property, including the real property
located in Xxx Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx, Xxxxxxxxxxxxx, as
described in the Lease.
X. Xxxxxx and Lessee desire to make certain amendments to the terms,
conditions and provisions of the Lease.
NOW, THEREFORE, in consideration of mutual covenants, conditions and
agreements herein contained, the parties hereto agree that the Lease is hereby
amended as follows:
1. AMENDMENT.
Article XXI ("Substitution of Property") is hereby deleted in its
entirety, and all references in the Lease to the substitution of property and
the "substituted property" are hereby deleted in their entirety.
2. REPRESENTATION. Lessee represents and warrants that no consents,
approvals or notices are required to be obtained from or given to any persons in
connection with the execution of this First Amendment.
3. NO DEFAULTS. Lessee represents and warrants that all representations
and warranties set forth in the Lease are true and correct at the date hereof
and that there are no defaults or events of default under the Lease.
4. RATIFICATION. Except as expressly amended hereby, the Lease is
hereby confirmed and ratified in all respects by each of the parties thereto.
5. MISCELLANEOUS.
(a) Lessee acknowledges, represents and warrants that the officer of the
Lessee, whose name is signed to this First Amendment, has been duly and properly
authorized by the Lessee to sign this First Amendment for and on behalf of the
Lessee.
(b) This First Amendment may be executed in separate counterparts each
of which shall be an original and all of which shall be deemed to be one and the
same instrument.
[ See Following Page for Signatures ]
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IN WITNESS WHEREOF, Lessor and Lessee have executed this First Amendment
to be effective as of the date first written above.
LESSOR:
0000 XXXXXXXX XXXXXX, LLC,
a Delaware limited liability company
By: MPT Operating Partnership, L.P.
Its: Sole Member
By: /s/ R. Xxxxxx Xxxxxx
----------------------------------
R. Xxxxxx Xxxxxx
Its: Executive Vice President and
Chief Financial Officer
LESSEE:
0000 XXXXXXXX XXXXXX OPERATING
COMPANY, LLC,
a Delaware limited liability company
By: /s/ Xxxx X. Xxxxxxxxx
----------------------------------
Xxxx X. Xxxxxxxxx
Its: President
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STATE OF ALABAMA
JEFFERSON COUNTY
On this ____ day of ____________, 200___, before me, the undersigned
authority, a Notary Public in and for said State, duly commissioned and sworn,
personally appeared R. Xxxxxx Xxxxxx, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person who executed the within
instrument as Executive Vice President and Chief Financial Officer of MPT
Operating Partnership, L.P., the Sole Member of 0000 XXXXXXXX XXXXXX, LLC, a
Delaware limited liability company, and acknowledged to me that such limited
partnership as the sole member of such limited liability company executed the
same.
WITNESS my hand and official seal on this the ________ day of
_________________, 200___.
_______________________________________
NOTARY PUBLIC
Printed Named:_________________________
[ AFFIX NOTARY SEAL ] My Commission Expires:_________________
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STATE OF ___________
____________ COUNTY
On this ____ day of ____________, 2004, before me, the undersigned
authority, a Notary Public in and for said State, duly commissioned and sworn,
personally appeared Xxxx X. Xxxxxxxxx, personally known to me (or proved to me
on the basis of satisfactory evidence) to be the person who executed the within
instrument as President of 0000 XXXXXXXX XXXXXX OPERATING COMPANY, LLC, a
Delaware limited liability company, and acknowledged to me that such limited
liability company executed the same.
WITNESS my hand and official seal on this the ________ day of
_________________, 200___.
_______________________________________
NOTARY PUBLIC
Printed Named:_________________________
[ AFFIX NOTARY SEAL ] My Commission Expires:_________________
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