EXHIBIT 10.87
CMBS MASTER LEASE PARTIAL LEASE
TERMINATION AGREEMENT
BY AND AMONG
KINDRED HEALTHCARE, INC.
(f/k/a Vencor, Inc.),
KINDRED HEALTHCARE OPERATING, INC.
(f/k/a Vencor Operating, Inc.),
AND
VENTAS FINANCE I, LLC
CMBS MASTER LEASE PARTIAL LEASE
TERMINATION AGREEMENT
THIS CMBS MASTER LEASE PARTIAL
LEASE TERMINATION AGREEMENT (hereinafter this “ Agreement
” ) is dated as of the 11th day of December ,
2003, and is by and among VENTAS FINANCE I, LLC , a Delaware
limited liability company (together with its successors and
assigns, “ Lessor ”), having an office at 4360
Brownsboro Road, Suite 115, Louisville, Kentucky 40207, and
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. Ventas Realty, Limited
Partnership, a Delaware limited partnership (“ VRLP
”), and Tenant entered into a certain Master Lease Agreement
dated as of December 12, 2001 (as the same may have been or may
hereafter be amended, amended and restated, supplemented, modified,
severed, renewed, extended or replaced, the “ Lease
”), demising to Tenant certain properties.
B. VRLP assigned all of its right,
title, and interest in and to the Lease to Lessor pursuant to that
certain Assignment and Assumption Agreement (CMBS Master Lease)
dated as of December 12, 2001.
C. VRLP and Tenant entered into an
Agreement for Sale of Real Estate and Master Lease Amendments dated
November 5 , 2003, with respect to, among other things, the
conveyance of the Leased Property identified on Exhibit A
attached hereto and made a part hereof.
D. Lessor and Tenant desire to
terminate the Lease, as it applies to a certain Leased Property
demised pursuant to the Lease, on the terms set forth in this
Agreement.
NOW, THEREFORE, in consideration of
the premises and other good and valuable consideration, the parties
hereby agree as follows:
1. Capitalized Terms . All
capitalized terms used herein and not defined herein shall have the
meaning ascribed thereto in the Lease.
2. Partial Lease Termination
. Effective as of the date hereof, the Lease shall terminate with
respect to the Leased Property described on Exhibit A
attached to and made a part of this Agreement in accordance with
the terms of Section 40.16 of the Lease, and Tenant shall
remain obligated to perform all of its indemnification obligations
and other liabilities and obligations under the Lease that survive
such termination in accordance with the terms of such Section
40.16 , Section 24.1 of the Lease and any other
applicable provisions of the Lease.
3. Termination Fee .
Simultaneously with Lessor’s and Tenant’s entry into
this Agreement, Tenant shall pay to Lessor, by wire transfer of
immediately available funds to such
wire transfer account(s) as Lessor may specify
in writing, the sum of Five Hundred Seventy Five Thousand Two
Hundred Thirty Two and No/100 Dollars ($575,232.00) in
consideration of Lessor’s agreement to terminate the Lease as
it applies to the Leased Property referenced in Paragraph 2
above.
4. No Other Amendments .
Except as provided in this Agreement, the Lease remains in full
force and effect without modification.
5. Successors and Assigns .
This Agreement and the covenants and agreements herein contained
shall be binding upon and inure to the benefit of Lessor and Tenant
and their respective heirs, devisees, successors and
assigns.
6. Integrated Agreement;
Modifications; Waivers . This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject
matter hereof and supersedes any and all prior representations,
understandings and agreements, whether written or oral. Each of the
parties hereto acknowledges that it has not relied upon, in
entering into this Agreement, any representation, warranty, promise
or condition not specifically set forth in this Agreement. No
supplement, modification or waiver of any provision of this
Agreement shall be binding unless executed in writing by the party
to be bound thereby. No waiver of any of the provisions of this
Agreement shall be deemed or s
