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Exhibit
10.2.7.1
MASTER LEASE NO. 1 PARTIAL
LEASE TERMINATION AGREEMENT (IN-4620)
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
MASTER LEASE NO. 1 PARTIAL
LEASE TERMINATION AGREEMENT (IN-4620)
THIS MASTER LEASE NO. 1
PARTIAL LEASE TERMINATION AGREEMENT (IN-4620) (hereinafter this
“ Agreement ”) is dated as of the 22nd day of
December, 2004, 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, 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. Lessor and Tenant entered
into a certain Amended and Restated Master Lease Agreement No. 1
dated as of April 20, 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. Lessor and Tenant entered
into an Agreement for Sale of Real Estate and Master Lease
Amendment (IN-4620) dated as of the date hereof (the “
Sale/Amendment Agreement ”).
C. Pursuant to the
Sale/Amendment Agreement, Lessor and Tenant desire to terminate the
Lease as it applies to certain of the Leased Properties 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 One Hundred Thousand and
No/100 Dollars ($100,000.00) 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 shall constitute a waiver of any other
provision hereof (whether or not similar), nor shall such waiver
constitute a continuing waiver unless otherwise expressly
provided.
7. Headings and
Captions . The headings and captions of the paragraphs of this
Agreement are for convenience of reference only and shall not
affect the meaning or interpretation of this Agreement or any
provision hereof.
8. Gender and Number .
As used in this Agreement, the neuter shall include the feminine
and masculine, the singular shall include the plural, and the
plural shall include the singular, except wher
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