EXHIBIT 10.80
MASTER LEASE NO. 1 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 REALTY, LIMITED PARTNERSHIP
MASTER LEASE NO. 1 PARTIAL LEASE
TERMINATION AGREEMENT
THIS MASTER LEASE NO. 1 PARTIAL
LEASE TERMINATION AGREEMENT (hereinafter this “ Agreement
” ) is dated as of the 11th day of December ,
2003, and is by and among VENTAS REALTY, LIMITED
PARTNERSHIP, a Delaware limited partnership (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. 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 Amendments dated
November 5 , 2003 (as the same may have been heretofore
amended, amended and restated, supplemented, modified, renewed,
extended or replaced, 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 Properties 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 Two Million Seven Hundred
Sixty Five Thousand Eight Hundred Sixty One and No/100 Dollars
($2,765,861.00) in consideration of Lessor’s agreement to
terminate the Lease as it applies to the Leased Properties
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
