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EXHIBIT
10.51
After recording, this
document
should be returned to:
Thomas H. Page
Barack Ferrazzano Kirschbaum
& Nagelberg
LLP
200 West Madison Street, Suite
3900
Chicago, Illinois 60606
This document was prepared
by:
T. Richard Riney, Esq.
10350 Ormsby Park Place
Suite 300
Louisville, Kentucky 40223
AMENDMENT TO MASTER LEASE
AND MEMORANDUM OF LEASE
BY AND AMONG
KINDRED HEALTHCARE,
INC.
(f/k/a Vencor,
Inc.),
KINDRED HEALTHCARE OPERATING,
INC.
(f/k/a Vencor Operating,
Inc.),
AND
VENTAS REALTY, LIMITED
PARTNERSHIP
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Facility
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KY-277 |
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Property
Address: |
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550 High
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Bowling Green, Kentucky
(Warren County)
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Health Care |
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| Amendment to Master Lease and Memorandum of Lease
v2 |
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AMENDMENT TO MASTER
LEASE
AND MEMORANDUM OF
LEASE
THIS AMENDMENT TO MASTER
LEASE AND MEMORANDUM OF LEASE (hereinafter this “
Amendment ”) is dated as of the 7th day of August,
2007 (the “ Effective Date ”), and is by and
among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited
partnership (together with its successors and assigns, “
Lessor ”) having an office at 10350 Ormsby Park Place,
Suite 300, Louisville, Kentucky 40223, KINDRED HEALTHCARE,
INC., a Delaware corporation (f/k/a Vencor, Inc.) (“
Kindred ”), and KINDRED HEALTHCARE OPERATING,
INC ., a Delaware corporation (f/k/a Vencor Operating, Inc.)
(“ Operator ”; Operator, jointly and severally
with Kindred and permitted successors and assignees of Operator and
Kindred, “ Tenant ”), both having an office at
680 South 4 th Avenue, Louisville, Kentucky
40202.
RECITALS
A. Lessor and Tenant
heretofore entered into that certain Amended and Restated Master
Lease Agreement No. 4 dated as of April 20, 2001 (the
“ Original Lease ”), demising to Tenant
(i) the real property described on Exhibit A attached
hereto and made a part hereof, together with the improvements
thereon (the “ Original Premises ”), and
(ii) multiple other properties.
B. A Memorandum of Lease (the
“ Memorandum ”) relating to the Original Lease
as it affects the Original Premises was heretofore filed for record
on April 26, 2001 in the office of the County Clerk for Warren
County, Kentucky as document no. 374950 at Book D820, Page
765.
C. Lessor and Tenant
heretofore entered into that certain Second Amended and Restated
Master Lease Agreement No. 4 (the “ Amended and
Restated Lease ”) dated as of April 27, 2007,
pursuant to which the Original Lease was amended and restated in
its entirety.
D. Lessor and Tenant desire
to amend the Memorandum and the Amended and Restated Lease with
respect to the Original Premises, in accordance with the terms and
conditions of this Amendment.
NOW, THEREFORE, in consideration of the
premises and other good and valuable consideration, the parties
hereby amend the Memorandum and the Amended and Restated Lease as
follows:
1. For all purposes of the
Amended and Restated Lease and the Memorandum, the legal
description for the Premises shall be amended and restated in its
entirety to read as set forth in Exhibit B attached hereto
and made a part hereof (the “ Revised Premises
”).
2. In addition to the other
properties demised pursuant to the Amended and Restated Lease,
Lessor hereby leases to Tenant, and Tenant takes and leases from
Lessor, the Revised Premises pursuant to the terms and conditions
of the Amended and Restated Lease.
3. Tenant shall have and hold
the Revised Premises for a term that, unless sooner terminated as
otherwise provided in the Amended and Restated Lease, shall expire
on April 30,
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2010. Thereafter, the term, as it
relates to the Revised Premises, may be extended by Tenant for up
to three (3) additional extended terms of five (5) years
each, subject to the terms of the Amended and Restated
Lease.
4. Lessor and Tenant agree
that the party obligated to cause or pay for any maintenance,
repair, replacements, alterations or improvements to the Revised
Premises shall not permit any lien to be filed against the Revised
Premises as a result of such activities. To the extent recognized
by applicable law, no lien arising as a result of Tenant’s
activities shall affect Lessor’s interest in the Revised
Premises, and no lien arising as a result of Lessor’s
activities shall affect or take priority over Tenant’s
interest in the Revised Premises as created by the Amended and
Restated Lease.
5. Lessor and Tenant
acknowledge and agree that the Amended and Restated Lease relates
to the Revised Premises and multiple other properties and that, as
provided in the Amended and Restated Lease, the Amended and
Restated Lease demises all of such properties as a unified
commercial operating lease and Lessor is not obligated, and may not
be required, to lease less than all of such properties pursuant to
the Amended and Restated Lease.
6. This Amendment and any
amendment hereto may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the
signatures thereto were upon the same instrument.
7. Tenant has no present
right or option to p
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