Exhibit 10.1
This document prepared by
and
after recording return to:
Thomas H. Page
Barack Ferrazzano Kirschbaum &
Nagelberg LLP
200 West Madison Street, Suite 3900
Chicago, Illinois 60606
Reference Number of Lease Being
Amended:
Document No. 4224763 recorded
9/20/06
Abbreviated Legal Description:
Portion of Section 22, T22N,
R1E
Tax Parcel Number:
011308-000.0
013325-000.0
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
No.:
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WA-180
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Property
Address:
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400 East
33 rd
Street
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Vancouver,
Washington
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(Clark
County)
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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 16th day of January,
2009, 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. 1 dated as of April 20, 2001, that certain
Master Lease Agreement dated December 12, 2001 and that
certain Master Lease Combination Amendment and Agreement dated as
of May 10, 2006 (collectively, 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. Memorandums of Lease
(collectively, the “ Memorandum ”) relating to
the Original Lease as it affects the Original Premises were
heretofore filed for record in the office of the County Clerk for
Clark County, Washington, respectively, on April 24, 2001 as
document no. 3312704, on December 18, 2001 as document no.
3404304 and on September 20, 2006 as document no.
4224763.
C. Lessor and Tenant heretofore
entered into that certain Second Amended and Restated Master Lease
Agreement No. 1 (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, effective as of the date of
this Amendment, the legal description for the Original 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, provided,
however, that, notwithstanding anything to the
contrary contained in this Amendment, the Amended and Restated
Lease or the Memorandum, (a) Lessor makes no representation or
warranty with respect to its title to parcel 2 shown on Exhibit
B or the condition of such title, (b) the Permitted
Encumbrances relative to such parcel 2 shall include, without
limitation, any and all covenants, conditions, easements,
restrictions and other matters of record and, without limitation of
the foregoing, Tenant acknowledges and agrees that a third party is
currently, and has for some time been, in possession of such parcel
2, (c) Tenant acknowledges and agrees that, for some time
prior to this Amendment, Tenant has paid real estate taxes and
other expenses relating to such parcel 2 and that Tenant shall have
no claim, and shall assert no claim, against Lessor for
reimbursement of such expenditures or otherwise on account thereof,
and (d) (i) Landlord may, but shall not be obligated to,
elect to defend any lawsuit in which a claim to fee simple title to
parcel 2 shown on Exhibit B , whether by adverse possession
or otherwise, is asserted by the third party referenced in clause
(b) above or its successors or assigns, (ii) if Landlord
elects to defend any such claim, Landlord shall do so at its cost,
and Tenant shall be obligated only to reasonably cooperate with
Landlord in connection therewith, and (iii) if Landlord elects
not to defend any such claim, Landlord releases Tenant from any
obligation to defend any such claim.
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, 2013. Thereafter, the term, as