AMENDMENT TO MEMORANDUM OF LEASE AND SPECIFIC PROPERTY LEASE AMENDMENT

Exhibit 10.2

AMENDMENT TO

MEMORANDUM OF LEASE AND

SPECIFIC PROPERTY LEASE AMENDMENT

BY AND AMONG

KINDRED HEALTHCARE, INC.,

KINDRED HEALTHCARE OPERATING, INC., AND

VENTAS REALTY, LIMITED PARTNERSHIP

AMENDMENT TO MEMORANDUM OF LEASE

AND SPECIFIC PROPERTY LEASE AMENDMENT

THIS AMENDMENT TO MEMORANDUM OF LEASE AND SPECIFIC PROPERTY LEASE AMENDMENT (hereinafter this “ Amendment ” ) is dated as of the 9th day of January, 2009, and is between 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, and KINDRED HEALTHCARE, INC., a Delaware corporation formerly known as Vencor, Inc. (“ Kindred ”), and KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation formerly known as 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 have heretofore entered into (i) a certain Amended and Restated Master Lease Agreement No. 3 dated as of April 20, 2001 (the “2001 Lease”), (ii) a certain Second Amended and Restated Master Lease Agreement No. 1 dated as of April 27, 2007 (as the same may have been or may hereafter be amended, amended and restated, supplemented, modified, renewed, extended or replaced, the “ Lease ”), which superseded the 2001 Lease and demises to Tenant, among other properties, the real property described in Exhibit A attached hereto and made a part hereof, together with the improvements thereon (the “ Premises ”), and (iii) a Memorandum of Lease (the “ Memorandum ”) dated as of April 20, 2001, and recorded on May 2, 2001, with the Clerk of Superior Court Cobb County, Georgia, Book 13358, Page 6028, which Memorandum provides record notice of the Lease, as it applies to the Premises.

B. Contemporaneously herewith, the City of Marietta is purchasing a portion of the Premises legally described in Exhibit B attached hereto and made a part hereof (the “ Parcel ”).

C. Lessor and Tenant desire to amend the Lease, as it relates to the Premises, and to amend the Memorandum.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereby agree as follows:

1. Effective as of the date of this Agreement, the Memorandum, and the Lease as it applies to the Premises, are amended: (a) to terminate the Memorandum and the Lease as they apply to the Parcel, and (b) to confirm and adopt, as the revised legal description for the Premises, the amended legal description (the “ Amended Premises ”) that is attached hereto and made a part hereof as Exhibit C .

2. This Amendment is being executed solely to give notice of the Lease, as it relates to the Amended Premises, and to amend the Memorandum and the Lease as they apply to the Amended Premises, and is not intended to amend the Lease in any respect other than as expressly

provided in Paragraph 1 above. Without limitation of the foregoing, Lessor and Tenant acknowledge and agree that the Lease relates to the Amended Premises and multiple other properties and that, as provided in the Lease, the 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 Lease.

3. This Amendment 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.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first above written.

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Acknowledgments