SECOND AMENDMENT TO MASTER LEASE

EXHIBIT 10.54

SECOND AMENDMENT TO MASTER LEASE

THIS SECOND AMENDMENT TO MASTER LEASE (the “Amendment”) is made and entered into as of November  18 , 2003 and effective as of July 1, 2003 (the “Effective Date”), by and among HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (“HCPI”), HEALTH CARE PROPERTY PARTNERS, a California general partnership (“HCPP”), and INDIANA HCP, L.P., a Delaware limited partnership (“Indiana HCP”) (collectively and jointly and severally, “Lessor”), KINDRED NURSING CENTERS EAST, L.L.C., a Delaware limited liability company, KINDRED NURSING CENTERS WEST, L.L.C., a Delaware limited liability company, KINDRED NURSING CENTERS LIMITED PARTNERSHIP, a Delaware limited partnership (collectively, and jointly and severally, “Lessee”), with respect to the following:

RECITALS

A. Lessor is the “Lessor” and Lessee is the “Lessee” pursuant to that certain Master Lease dated as of May 16, 2001 (the “Original Lease”), as amended by that certain First Amendment to Master Lease dated as of August 1, 2001 (the “First Amendment”). The Lease covers the Land, Leased Improvements, Related Rights and Fixtures of twenty-two (22) separate health care Facilities, all as more particularly described in the Lease. The Original Lease together with the First Amendment are collectively referred to herein as the “Lease.”

B. The obligations of Lessee under the Lease are guaranteed by Kindred Healthcare, Inc., a Delaware corporation, and Kindred Healthcare Operating, Inc., a Delaware corporation (collectively and jointly and severally, “Guarantors”), pursuant to that certain written Guaranty of Obligations executed by Guarantors as of May 16, 2001 (the “Guaranty”). The Guaranty was mistakenly executed under the name of “Kindred Operating, Inc., a Delaware corporation,” instead of Kindred Healthcare Operating, Inc., a Delaware corporation.

C. Lessor and Lessee desire to, among other things, retroactively adjust the monthly Allocated Minimum Rent payable by Lessee for each Facility, but only upon the terms and conditions set forth in this Amendment.

AGREEMENT

IN CONSIDERATION OF the foregoing Recitals and the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee agree as follows:

1. Allocated Minimum Rent . Notwithstanding any later execution and delivery of this Amendment, Lessor and Lessee acknowledge and agree as follows:

(a) The Allocated Minimum Rent payable by Lessee for each Facility from July 1, 2003 through July 31,2003 shall be equal to the amount set forth opposite such Facility on Exhibit A attached hereto and incorporated herein by this reference.

(b) Commencing August 1, 2003 (i.e., the commencement of the third (3 ^rd ) Lease Year) the Allocated Minimum Rent payable by Lessee for each Facility shall be equal to the amount set forth opposite such Facility on Exhibit B attached hereto and incorporated herein by this reference. Such Allocated Minimum Rent shall be subject to increase at the times and in the amounts set forth in Section 3.1 of the Original Lease.

(c) After giving effect to the retroactive adjustments in the Allocated Minimum Rent pursuant to subsections (a) and (b) above and the payments made by Lessee on account of Minimum Rent through September 30, 2003, Lessee owed Lessor an additional Forty- Seven Thousand Five Hundred Thirty-One and 24/100 Dollars ($47,531.24) (the “Adjustment Rent”). Lessor acknowledges that it has received the Adjustment Rent from Lessee.

2. Use of the Leased Property . Notwithstanding anything to the contrary contained in Exhibit B to the Lease, the number of licensed and operating beds for each Facility shall be equal to the numbers set forth opposite such Facility on Exhibit C attached hereto and incorporated herein by this reference.

3. General Insurance Requirements . Notwithstanding anything to the contrary contained in the Lease, Lessee shall be allowed to maintain a claims made policy form of insurance insuring against the risks set forth in Section 13.1.5 of the Original Lease, provided that such claims made policy must include therein the right to purchase a “tail” that insures against so-called “incurred but not reported claims” for a period of not less than three (3) years following the expiration of such claims made policy. Upon the expiration of any such claims made policy, Lessee shall either (i) purchase a three (3) year “tail” policy covering any so-called “incurred but not reported claims” during the prior policy period or (ii) provide other insurance covering “incurred but not reported claims” for such prior policy period for a period of not less than three (3) years thereafter in form satisfactory to Lessor.

4. Defined Terms . All terms used in this Amendment with initial capital letters and not defined herein shall have the meanings given to such terms in the Lease.

5. Lease in Effect . Lessor and Lessee acknowledge and agree that the Lease, as hereby amended, remains in full force and effect in accordance with its terms.

6. Counterparts . This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute a single instrument. Delivery of an executed counterpart of a signature page to this Amendment via telephone facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Amendment.

7. Payment of Expenses Lessee shall be responsible for the payment of its own legal, accounting and other expenses incurred in connection with the preparation and negotiation of this Amendment and each of Lessor and Lessee shall be responsible for the payment of one-half (  ¹ / 2 ) of Lessor’s legal, accounting and other expenses incurred in connection with the preparation and negotiation of this Amendment.

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[Signature Page Follows]

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IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment as of the Effective Date.