Exhibit 10.36
THIRTEENTH AMENDMENT TO SECOND
AMENDED
AND RESTATED LEASE
AGREEMENT
THIS THIRTEENTH AMENDMENT TO
SECOND AMENDED AND RESTATED LEASE AGREEMENT is made and entered into as of
January 4, 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, and that certain Twelfth Amendment to
Second Amended and Restated Lease Agreement, dated as of
January 1, 2007, (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, SPTMNR
Properties Trust has acquired certain real property and related
improvements with respect to six (6) senior living properties
located in Wisconsin, as more particularly described on
Exhibits A-98 through A-103 attached hereto
(collectively, the “ Meadowmere Properties ”);
and
WHEREAS,
SPTMNR Properties Trust,
the other entities comprising Landlord and Tenant wish to amend the
Consolidated Lease to include the Meadowmere Properties;
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 acknowledged, Landlord and Tenant hereby agree as
follows:
1.
Definition of Base Year . The definition of the term
“Base Year” set forth in Section 1.9 of the
Consolidated Lease is hereby deleted in its entirety and replaced
with the following:
“ Base Year
” shall
mean (i) with respect to the Existing Properties, the 2005
calendar year, (ii) with respect to the Additional Properties,
the 2006 calendar year, (iii) with respect to the
Hermitage/Marsh View/Somerset/Walking Horse and the Holiday
Properties, other than the Buena Vida Property, the 2007 calendar
year, (iv) with respect to the Buena Vida Property, the 2008
calendar year, and (v) with respect to the Meadowmere
Properties, the 2009 calendar year.
2.
Definition of Disbursement Rate . The definition of
the term “Disbursement Rate” set forth in
Section 1.23 of the Consolidated Lease is hereby deleted in
its entirety and replaced with the following:
“ Disbursement
Rate ̶
