EX-10.3



 EXHIBIT 10.3 

AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED MASTER LEASE AGREEMENT NO. 2 

THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED MASTER LEASE AGREEMENT NO. 2 (hereinafter, this “Amendment”) is executed
as of November 11, 2016 (the “Amendment Effective Date”) and is by and among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (together with its successors and assigns, “Lessor”), 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”). 
 RECITALS

  

	 	A.	Lessor and Tenant have heretofore entered into that certain Second Amended and Restated Master Lease Agreement No. 2 (such agreement, as heretofore amended, is herein referred to as “ML2”) dated as
of April 27, 2007 (each capitalized term that is used in this Amendment and not otherwise defined shall have the same meaning herein as in ML2). 

  

	 	B.	Contemporaneously herewith, Lessor and Tenant are entering into that certain Second Amended and Restated Master Lease Agreement No. 5 (such agreement, as it may hereafter be amended, renewed, supplemented, extended or
replaced from time to time, is herein referred to as “ML5”) dated as of the Amendment Effective Date. 

  

	 	C.	Contemporaneously herewith, Lessor and Tenant are entering into that certain Agreement Regarding Master Leases No. 3 (such agreement, as it may hereafter be amended, renewed, supplemented, extended or replaced from time
to time, is herein referred to as “ARML No. 3”) dated as of the Amendment Effective Date. 

  

	 	D.	Lessor and Tenant desire to amend ML2 on the terms described in this Amendment. 

 NOW,
THEREFORE, in consideration of the foregoing, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Tenant hereby agree as follows: 

1. Transfer of ML2 Subject Facilities to ML5. In the case of any Subject Facility(ies) (as defined in ARML No. 3) that is (are) demised
under ML2 (for the purposes of this Amendment, all references to Subject Facility(ies) shall refer exclusively to Subject Facility(ies) that is (are) demised under ML2), in the event that ML2 has not terminated as to such Subject Facility(ies) in
accordance with the terms of ARML No. 3 by on or prior to April 30, 2018, then, automatically as of April 30, 2018 and without further action of the parties, each such Subject Facility shall be added as an additional Leased Property under ML5 and be
removed from ML2, and all of the terms and conditions of ML5 shall govern each such Subject Facility (including, without limitation, Section 25.1.13 of ML5), subject to the following additional terms and conditions: 

1.1. Relative to each such Subject Facility, the “Base Patient Revenues” relating thereto for purposes of ML5 shall
be as set forth in ML2 and the amount of the Base Patient Revenues relating to such Subject Facility as set forth in Schedule 2.1A of ML2 shall be added to Schedule 2.1A of ML5. 







 1.2. Each such Subject Facility shall be added to the Number 2 Portfolio for
purposes of ML5 and the calculation of Base Rent, and shall be reflected as part of Portfolio #2 on Exhibit B to ML5. 

1.3. Relative to each such Subject Facility, the Commencement Date shall be the same under ML5, and in Exhibit B to ML5,
as it is under the terms of ML2. 
 1.4. If such Subject Facility is subject to an Existing Ground Lease, such Existing
Ground Lease shall also be an Existing Ground Lease under ML5 and the description thereof in ML2 shall be added to Schedule 2.1C of ML5. 

1.5. Each such Subject Facility shall be treated as one of the Master Lease Leased Properties under ML5. 

1.6. The ML Leases, as such term is defined in ML5, shall include any lease that derives from ML2 or from ML5, as in effect on
the date of the transfer of the applicable Subject Facility(ies) from ML2 into ML5. 
 1.7. Each such Subject Facility shall
have allocated thereto, in Exhibit C to ML5 and for purposes of setting Transferred Property Percentages and other purposes under ML5, the amount of Base Rent that was applicable to such Subject Facility under ML2 as of the date of the
transfer of the applicable Subject Facility(ies) from ML2 into ML5. 
 1.8. Relative to the transfer of Subject Facilities
into ML5, any rental escalations that are required under ML5 to be made on the May 1 immediately following the date of any such transfer shall be made on such May 1, in the full amount required as if each such Subject Facility had been under
ML5 for a full year, notwithstanding that the period from the date of such transfer to such succeeding May 1 may be less than one full year. 

1.9. Schedule 7.2.8, Schedule 16.1(m)A, Schedule 16.1(m)B and Schedule 40.12 of ML5 shall have
added thereto any information relative to each such Subject Facility that is included in the corresponding schedules of ML2. 

1.10. The Section 7.2.7(m) Number under ML5 shall not be changed on account of the transfer of Subject Facilities from ML2 into
ML5. 
 1.11. Relative to Section 13.1.4(ii)(1) of ML5, the date that shall be applicable to such Subject Facility,
upon the transfer of Subject Facilities from ML2 into ML5, shall be April 27, 2007. 

  
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 1.12. If such Subject Facility participates in any IGT Program pursuant to that
certain Agreement Regarding Master Leases dated as of September 30, 2013 between Lessor and Tenant, the documentation relating thereto shall be subject to the terms of Section 25.6 of ML5 and, without limitation of the foregoing, Lessor and
Tenant acknowledge and agree that (i) prior to the Amendment Effective Date, Lessor and Tenant entered into an Agreement and Consent to Sublease dated as of December 31, 2013 with Hancock Regional Hospital and an Agreement and Consent to Sublease
dated as of December 31, 2013 with Columbus Regional Hospital (such instruments, as they may have been amended prior to the Amendment Effective Date, are herein referred to as the “Existing IGT Agreements”), and (ii) notwithstanding
the transfer of Subject Facilities into ML5, the Existing IGT Agreements shall remain in full force and effect and, for purposes of, and as used in, such Existing IGT Agreements, the “Master Lease” and “Lease Guaranty” referred
to in each such Existing IGT Agreement shall mean and refer to, respectively, ML5 and the Lease Guaranty that Kindred Nursing Centers Limited Partnership has delivered, or will be delivering, with respect to ML5 and the Subject Facilities affected
by the Existing IGT Agreements (and, without limitation of the foregoing, Lessor and Tenant acknowledge and agree that their intention relative to each Existing IGT Agreement remains as set forth in the last sentence of Section 3.2 of each Existing
IGT Agreement (relating to the amount to be received by Lessor in each Lease Year of the respective Subleases referenced in the Existing IGT Agreements)). 

1.13. Contemporaneously with transfer of Subject Facilities from ML2 into ML5, Tenant shall cause to be delivered to Lessor a
Lease Guaranty relative to such Subject Facility and ML5 as required under Section 40.12 of ML5. 
 The above described transfers of Subject
Facilities into ML5 shall be self-operative, but, upon the written request of Lessor or Tenant to the other party, Lessor and Tenant shall memorialize, in an instrument reasonably acceptable to Lessor and Tenant, the amendments and changes to ML5
resulting from such transfers. 
 2. Additional Amendments. Effective as of the Amendment Effective Date, ML2 is hereby amended as
follows: 
 2.1. Section 7.2.7(m) is hereby deleted in its entirety from ML2. 

2.2. Section 16.1 of ML2 is hereby amended to add thereto, after Section 16.1(w), a new Section 16.1(x) as follows:
“if any Event of Default shall have occurred under any of the other Leases and/or that certain Second Amended and Restated Master Lease Agreement No. 5 dated as of November 11, 2016, as amended, renewed, supplemented, extended or replaced from
time to time from time to time (“Master Lease No. 5”) or any lease that derives from any of the foregoing leases or this Lease (other than any such lease with an Unaffiliated Entity (as such term is defined in Master Lease No.
5)).” 
 2.3. Section 19.1 of ML2 is hereby amended to add thereto, immediately prior to Example 1 contained therein,
the following additional provision: “Notwithstanding the foregoing 

  
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provisions, it is further agreed by Lessor and Tenant that Tenant shall not have any right to renew this Lease with respect to any Leased Property, but, as to any Leased Property that becomes
part of, and is assigned to, Renewal Group number 2 as provided in Section 19.6 of such Master Lease No. 5, Tenant shall have the renewal rights relative to all, but not less than all, of such Renewal Group number 2 (including any such Leased
Property that has become part of, and been assigned to, such Renewal Group number 2 as provided in such Section 19.6) that are described above.” 

2.4. For the avoidance of doubt, Lessor and Tenant acknowledge and agree that the provisions of Article XXV of ML5 are not applicable
to ML2 and, without limitation of the foregoing, until the ARML No. 3 Payment Date (as defined in ML5), the provisions of Article XXV of ML2 shall continue to apply and be in full force and effect. 

2.5. Lessor and Tenant acknowledge and agree that (a) pursuant to ML5, ML2 is being terminated as to certain hospitals and such hospitals
are, as of the Amendment Effective Date, becoming Leased Properties under ML5, (b) such deletions from ML2 shall be deemed to have occurred pursuant to the terms of Section 40.16 of ML2 and (c) on account of such deletions, the Base Rent
under ML2 is, as of the Amendment Effective Date, equal to Twelve Million Nine Hundred Nineteen Thousand Five Hundred Sixty-One and 20/100 Dollars ($12,919,561.20) per annum. 

2.6. Exhibit C to ML2 is amended and restated in its entirety to read as set forth in Attachment 1 attached to and made a part
of this Amendment. 
 3. Certain Lessor Costs. Tenant shall pay, as Additional Charges, on behalf of Lessor, or reimburse Lessor for,
any and all actual, reasonable, and documented third party out-of-pocket costs or expenses paid or incurred by Lessor, including, without limitation, reasonable attorneys’ fees, in connection with the negotiation, execution and delivery of this
Amendment. 
 4. Conflict; Unified Commercial Operating Lease. In the event of a conflict between ML2 and this Amendment, this
Amendment shall control in all events. Except as set forth in this Amendment, ML2 shall remain in full force and effect. It is acknowledged and agreed that, except as otherwise expressly provided herein or in ML2, the inclusion of each of the Leased
Properties on a continuing basis in ML2 is an essential element of the leasing transaction described in ML2 for Lessor, and that, except as otherwise expressly provided herein or in ML2, Lessor shall not be obligated and may not be required to lease
to Tenant less than all of the Leased Properties demised pursuant to ML2. It is further acknowledged and agreed that ML2 is not a residential lease within the meaning of the U.S. Bankruptcy Code, as amended, and that ML2 is an operating lease, and
not a capital lease, for all accounting, tax and legal purposes. 
 5. Counterparts; Facsimile. This Amendment may be executed in one
or more counterparts, and signature pages may be delivered by facsimile or electronic mail, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 

  
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 6. Integration. This Amendment and ML2 contain the entire agreement between Lessor and
Tenant with respect to the subject matter hereof. No representations, warranties or agreements have been made by Lessor or Tenant except as set forth in this Amendment and ML2. 

7. Severability. If any term or provision of this Amendment is to be invalid or unenforceable, such term or provision shall be modified
as slightly as possible so as to render it valid and enforceable; if such term or provision, as modified, shall be held or deemed invalid or unenforceable, such holding shall not affect the remainder of this Amendment and same shall remain in full
force and effect. 
 8. Subject to Law. This Amendment was negotiated in the State of New York, which State the parties agree has a
substantial relationship to the parties and to the underlying transaction embodied hereby. In all respects, the law of the State of New York shall govern the validity of and enforceability of the obligations of the parties set forth herein, but the
parties hereto will submit to jurisdiction and the laying of venue for any suit on this Amendment in the Commonwealth of Kentucky. 
 9.
Waivers. No waiver of any condition or covenant herein contained, or of any breach of any such condition or covenant, shall be held or taken to be a waiver of any subsequent breach of such covenant or condition, or to permit or excuse its
continuance or any future breach thereof or of any condition or covenant herein. 
 10. Binding Character. This Amendment shall be
binding upon and shall inure to the benefit of the heirs, successors, personal representatives, and permitted assigns of Lessor and Tenant. 

11. Modification. This Amendment may be only be modified by a writing signed by both Lessor and Tenant. 

12. Forbearance. No delay or omission by any party hereto to exercise any right or power accruing upon any noncompliance or default by
any other party hereto with respect to any of the terms hereof shall impair any such right or power or be construed to be a waiver thereof. 

13. Headings and Captions. The headings and captions of the sections of this Amendment are for convenience of reference only and shall
not affect the meaning or interpretation of this Amendment or any provision hereof. 
 14. Gender and Number. As used in this
Amendment, the neuter shall include the feminine and masculine, the singular shall include the plural, and the plural shall include the singular, except where expressly provided to the contrary. 

15. Coordinated Disclosures. The parties hereto shall cooperate with respect to any disclosures of information concerning this
Amendment and the transactions contemporaneous herewith, and shall share such disclosures with the other parties a reasonable period of time prior to making such disclosures in order to facilitate such cooperation. 

  
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 16. Authority. The parties represent and warrant to each other that each of them,
respectively, has full power, right and authority to execute and perform this Amendment and all corporate action necessary to do so has been duly taken. In order to induce Lessor to enter into this Amendment, Tenant hereby represents and warrants to
Lessor that Tenant’s entry into this Amendment does not require that any consent or approval first be obtained from any lender of Tenant or its Affiliates. 

[Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year
first above written. 
  

					
	TENANT:
	
	KINDRED HEALTHCARE, INC., a Delaware corporation formerly known as Vencor, Inc.
		
	By:	 	 /S/ CRISTINA E. O’BRIEN

	Name:	 	Cristina E. O’Brien
	Its:	 	Vice President, Real Estate Counsel
	
	TENANT:
	
	KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation formerly known as Vencor Operating, Inc.
		
	By:	 	 /S/ CRISTINA E. O’BRIEN

	Name:	 	Cristina E. O’Brien
	Its:	 	Vice President, Real Estate Counsel


 
					
	
	LESSOR:
	
	VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership
		
	By:	 	Ventas, Inc., a Delaware corporation, its general partner
			
		 	By:	 	 /S/ BRIAN K. WOOD

		 	Name:	 	Brian K. Wood
		 	Its:	 	Senior Vice President and Chief Tax Officer



  
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 ATTACHMENT 1 

Exhibit C 
 Allocation
Schedule – Applicable Transferred Property Percentages 
 Master Lease Agreement No. 2 

 

													
	 	  	Facility
ID	  	 Name
	  	Base Rent as of
11/11/2016	 	  	Transferred Property
Percentage as of 11/11/2016	 
	 1
	  	111	  	Rolling Hills Health Care Center	  	 	1,357,634.72	  	  	 	10.50837	% 
	 2
	  	222	  	Nampa Care Center	  	 	1,106,527.07	  	  	 	8.56474	% 
	 3
	  	223	  	Weiser Rehabilitation & Care Center	  	 	587,987.22	  	  	 	4.55114	% 
	 4
	  	282	  	Maple Manor Health Care Center	  	 	1,066,292.64	  	  	 	8.25332	% 
	 5
	  	294	  	Windsor Estates Health & Rehab Center	  	 	1,059,594.83	  	  	 	8.20148	% 
	 6
	  	592	  	Greenbriar Terrace Healthcare	  	 	2,931,419.88	  	  	 	22.68978	% 
	 7
	  	706	  	Guardian Care of Henderson	  	 	757,848.84	  	  	 	5.86590	% 
	 8
	  	726	  	Guardian Care of Elizabeth City	  	 	828,774.56	  	  	 	6.41488	% 
	 9
	  	780	  	Columbus Health and Rehabilitation Center	  	 	2,302,936.30	  	  	 	17.82519	% 
	 10
	  	842	  	Bay Pointe Medical and Rehabilitation Center	  	 	920,545.14	  	  	 	7.12520	% 
		  		  		  	  
	  
	 	  	  
	  
	 
	 Total
	  	$	12,919,561.20	  	  	 	100.00000	% 
		  		  		  	  
	  
	 	  	  
	  
	 


  
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