Exhibit 10.38
FIFTEENTH AMENDMENT TO SECOND
AMENDED
AND RESTATED LEASE
AGREEMENT
THIS FIFTEENTH AMENDMENT TO
SECOND AMENDED AND RESTATED LEASE AGREEMENT is made and entered into as of
February 17, 2008 by and among (i) each of the parties
identified on the signature page hereof as a landlord, as
landlord (collectively, “ Landlord ”), and
(ii) FIVE STAR QUALITY CARE TRUST , a Maryland
business trust, as tenant (“ Tenant
”).
W
I T N
E S S E T H
:
WHEREAS , pursuant to the terms of that
certain Second Amended and Restated Lease Agreement, dated as of
November 19, 2004, as amended by that certain First Amendment
of Lease, dated as of May 17, 2005, that certain Second
Amendment to Second Amended and Restated Lease Agreement, dated as
of June 3, 2005, that certain Third Amendment to Second
Amended and Restated Lease Agreement, dated as of October 31,
2005, that certain other Third Amendment to Second Amended and
Restated Lease Agreement, dated as of December 30, 2005, that
certain Letter Agreement, dated as of March 13, 2006, that
certain Fifth Amendment to Second Amended and Restated Lease
Agreement, dated as of September 1, 2006, that certain Sixth
Amendment to Second Amended and Restated Lease Agreement, dated as
of October 1, 2006, that certain Seventh Amendment to Second
Amended and Restated Lease Agreement, dated as of October 1,
2006, that certain Eighth Amendment to Second Amended and Restated
Lease, dated as of November 1, 2006, that certain Ninth
Amendment to Second Amended and Restated Lease, dated as of
November 1, 2006, that certain Tenth Amendment to Second
Amended and Restated Lease Agreement, dated as of November 6,
2006 (effective as of November 5, 2006), that certain Eleventh
Amendment to Second Amended and Restated Lease Agreement, dated as
of December 22, 2006, that certain Twelfth Amendment to Second
Amended and Restated Lease Agreement, dated as of January 1,
2007, that certain Thirteenth Amendment to Second Amended and
Restated Lease Agreement, dated as of January 4, 2008, and
that certain Fourteenth Amendment to Second Amended and Restated
Lease Agreement, dated as of February 7, 2008 (as so amended,
the “ Consolidated Lease ”), Landlord leases to
Tenant, and Tenant leases from Landlord, the Leased Property (this
and other capitalized terms used but not otherwise defined herein
having the meanings given such terms in the Consolidated Lease),
all as more particularly described in the Consolidated Lease;
and
WHEREAS , on or about the date hereof, SNH
CHS Properties Trust has acquired certain real property and
related
improvements known
as Centennial Park Retirement Village and located at 501 Centennial
Circle, North Platte, Nebraska, as more particularly described on
Exhibit A-106 attached hereto (the “
Centennial Property ”); and
WHEREAS,
SNH CHS Properties Trust,
the other entities comprising Landlord and Tenant wish to amend the
Consolidated Lease to include the Centennial Property;
NOW, THEREFORE
, in consideration of the
mutual covenants herein contained and other good and valuable
consideration, the mutual receipt and legal sufficiency of which
are hereby acknowledg
