EXHIBIT 10.11
BOWLING GREEN, KENTUCKY
FIRST AMENDMENT TO
THIRD AMENDED AND RESTATED LEASE AGREEMENT
THIS FIRST AMENDMENT TO THIRD 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 XXXX, LLC, a Delaware limited liability
company ("Lessor"), and 0000 XXXXXXXX XXXX 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 Third 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 Kentfield, Marin County, California, as described in the Lease.
X. Xxxxxx and Lessee desire to amend 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 XXXX, 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 XXXX
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
The foregoing instrument was acknowledged before me on this ____ day of
____________, 200____, by R. Xxxxxx Xxxxxx, as the Executive Vice President and
Chief Financial Officer of MPT Operating Partnership, L.P., as the Sole Member
of 0000 Xxxxxxxx Xxxx, LLC, a Delaware limited liability company, who did
acknowledge that the same was his free act and deed individually and as such
officer, and the same act and deed of said limited liability company.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day
and year in this certificate first above written.
_____________________________________
NOTARY PUBLIC
Printed Named:_______________________
[AFFIX NOTARY SEAL] My Commission Expires:_______________
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STATE OF ______________
_______________ COUNTY
The foregoing instrument was acknowledged before me on this ____ day of
____________, 200____, by Xxxx X. Xxxxxxxxx, the President of 0000 Xxxxxxxx Xxxx
Operating Company, LLC, a Delaware limited liability company, who did
acknowledge that the same was his free act and deed individually and as such
officer, and the same act and deed of said limited liability company.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day
and year in this certificate first above written.
_____________________________________
NOTARY PUBLIC
Printed Named:_______________________
[AFFIX NOTARY SEAL] My Commission Expires:_______________
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