Agreement for Sale of Real Estate and Master Lease Amendments




 EXHIBIT 10.78 
  
 AGREEMENT FOR SALE OF REAL ESTATE 
 AND MASTER LEASE AMENDMENTS 
  
 BETWEEN

  
 VENTAS REALTY, LIMITED PARTNERSHIP 
  
 AND 
  
 KINDRED HEALTHCARE, INC. 
  
 AND 
  
 KINDRED HEALTHCARE OPERATING, INC. 
  
 November 5, 2003 
  










 AGREEMENT FOR SALE OF REAL ESTATE 
 AND MASTER LEASE AMENDMENTS 
  
 This AGREEMENT FOR SALE OF REAL ESTATE AND MASTER LEASE AMENDMENTS (“Agreement”) is made on November 5, 2003 between VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership
(“Seller”) and KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation (“Kindred”) and KINDRED HEALTHCARE, INC., a Delaware corporation (together with Kindred, collectively, “Purchaser”).

  
 1. Purchase and Sale; Master Lease Amendments.
Seller agrees to sell, or, in the case of Westridge (as defined in Section 5(c) below), to cause Ventas Finance I, LLC to sell to Purchaser, and Purchaser agrees to purchase from Seller (or, in the case of Westridge, Ventas Finance I, LLC),
the Property, as hereinafter defined, for the Purchase Price, as hereinafter defined, and subject to the terms and conditions set forth in this Agreement, and Seller and Purchaser further agree to amend (and Seller agrees to cause Ventas Finance I,
LLC to amend in the case of the CMBS Master Lease (as defined in Section 5(c) below)) those certain master leases (herein, the “Master Leases”) identified in the Master Lease Amendments, as hereinafter defined, on the terms
set forth in the Master Lease Amendments, subject to the terms and conditions set forth in this Agreement. 
  
 2. Purchase Price.  
  
 (a) The purchase price (the “Purchase Price”) for the Property shall be Seventy Nine Million and No/100 Dollars
($79,000,000.00). 
  
 (b) Each individual
property listed on Exhibit A shall be allocated such portion of the Purchase Price as is set forth opposite the common name of such property on Exhibit B. 
  
 3. Property. “Property” means all of Seller’s (or, in the case of Westridge,
Ventas Finance I, LLC’s) right, title and interest, if any, in (a) the land described on Exhibit A (the “Land”); (b) all easements and other related rights appurtenant to the Land (collectively,
“Appurtenances”); and (c) all of the buildings, structures, fixtures and other improvements located on the Land (collectively, “Improvements”). 
  
 4. Earnest Money Deposit. Contemporaneously with the execution and delivery of this Agreement by
Purchaser and Seller, Purchaser shall deposit One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) (the “Earnest Money”) with Seller by federally insured wire transfer pursuant to wire transfer instructions provided
to Purchaser by Seller. The Earnest Money may be commingled with other funds of Seller, and Seller shall not be obligated to hold the Earnest Money in an interest bearing account. The Earnest Money shall be non- 

  










 
refundable for any reason other than as expressly provided in, and subject to the terms of, Section 12(b)(i)(x) below. 
  
 5. Certain Covenants and Conditions. 
  
 (a) [Intentionally Omitted] 
  
 (b) Lender Approval. It shall be a condition
precedent to Purchaser’s obligation to proceed to Closing hereunder that Purchaser shall have obtained the approval of its lenders (the “Lenders”, and such approval shall be called “Lender Approval”) to the
transactions contemplated by this Agreement, including, without limitation, the Master Lease Amendments (as hereinafter defined) and the Termination Agreements (as hereinafter defined) (collectively, the “Transactions”). If, as of
November 30, 2003 (the “Approval Date”), Purchaser has not received Lender Approval, Purchaser may terminate this Agreement by delivery of written notice to Seller not later than 5:00 p.m. (Chicago time) on the Approval Date, which
notice shall state the grounds of such termination. Upon timely delivery of such notice of termination by Purchaser, this Agreement shall immediately terminate, the Earnest Money shall be retained by Seller, Purchaser shall, simultaneously with
delivery of such notice of termination, pay to Seller an additional Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00) (the “Break-Up Fee”), and neither Purchaser nor Seller shall have any further obligations or
liabilities hereunder except for those obligations and liabilities that expressly survive termination. In the event that Purchaser does not deliver to Seller a timely notice of termination pursuant to the terms of this Section 5(b), Purchaser
shall be deemed to have obtained Lender Approval and to have forever waived the condition precedent described in this Section 5(b), and Purchaser shall be obligated to proceed to Closing hereunder. Purchaser covenants and agrees to notify
Seller in writing immediately following its receipt of Lender Approval (the “Lender Approval Notice”). 
  
 (c) Westridge Approval. It shall be a condition precedent to Seller’s obligation to cause to be conveyed to Kindred (or its
affiliate) that property identified on Exhibit B hereof as “Westridge Healthcare Center” (“Westridge”), which property is subject to the terms of the CMBS Master Lease described hereinafter and certain
financing documents associated therewith (the “CMBS Loan Documents”), that, on or prior to Closing, Seller and Ventas Finance I, LLC, an affiliate of Seller and the Lessor under that certain Master Lease dated December 12, 2001 by
and between Purchaser and Ventas Finance I, LLC (the “CMBS Master Lease”), shall have obtained the necessary consents, approvals, and releases (collectively, the “Westridge Releases”) to release the liens under the
CMBS Loan Documents and convey Westridge to Purchaser. If, as of the Closing Date, Seller and Ventas Finance I, LLC shall not have obtained the Westridge Releases, then Purchaser and Seller shall nevertheless proceed to Closing, but (i) at Closing,
Seller and Ventas Finance I, LLC shall not convey Westridge to Purchaser, (ii) at Closing, Seller, Ventas Finance I, LLC and Purchaser shall not execute and deliver the Termination Agreement, the MOL Termination, the Master Lease Amendment or the
Releases (as hereinafter defined) with respect to Westridge, (iii) at Closing, the Purchase Price shall be reduced by the amount allocated to Westridge as set forth on Exhibit B (the “Westridge Purchase Price”), and
(iv) following Closing, this Agreement shall remain in full force and effect with respect to Westridge and thereafter, upon not less than five (5) business days’ prior 

  

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written notice from Seller to Purchaser, Seller (and Ventas Finance I, LLC) and Purchaser shall consummate the purchase and sale of Westridge on the date
specified in such notice, which date shall be no later than December 29, 2003 (the “Westridge Closing”); provided, however, that, if Seller has not delivered such notice to Purchaser as of December 22, 2003, then either Seller or
Purchaser may terminate this Agreement with respect to Westridge by written notice to the other party, upon delivery of which notice, this Agreement shall terminate with respect to Westridge and neither party shall have any further obligations or
liabilities to the other hereunder with respect to Westridge, except for those obligations and liabilities with respect to Westridge that expressly survive termination. At the Westridge Closing, if applicable, Purchaser shall pay to, or as directed
by, Seller, the Westridge Purchase Price, and Purchaser and Seller shall execute, or cause to be executed, and deliver, or cause to be delivered, all of the documents and other items that would have been required to be executed and/or delivered at
Closing had the Westridge Releases been received prior to the Closing Date. 
  
 6. Certain Representations and Warranties by Seller. Seller hereby represents and warrants to Purchaser that (a) this Agreement has been duly authorized, executed and delivered by Seller and is
the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, (b) the execution and delivery of this Agreement by Seller does not violate any provision of any agreement or judicial order to which Seller
is a party or to which Seller or, to the best of Seller’s knowledge, the Property is subject, (c) all the documents to be delivered by Seller at Closing will, at Closing, be duly authorized, executed and delivered by Seller (and/or, if
applicable, its affiliates), will be the legal, valid and binding obligations of Seller (and/or, if applicable, its affiliates), and be enforceable against Seller (and/or, if applicable, its affiliates) in accordance with their respective terms, and
the execution and delivery thereof will not violate any provision of any agreement or judicial order to which Seller (and/or, if applicable, its affiliates) is a party or, to the best of Seller’s knowledge, to which the Property is subject, (d)
Seller has not entered into any agreement to sell all or any portion of the Property (other than to Purchaser, in certain limited circumstances as described in the Master Leases), (e) to the best of Seller’s knowledge, and except as otherwise
expressly provided herein, Seller is not required to obtain the consent of any ground lessor, lender or other person or entity to the Transactions hereby contemplated, (f) within the past 125 days, no lienable repair, alteration, improvement, work,
brokerage or service of any kind has been performed or materials supplied for or to the Property at Seller’s (or, in the case of Westridge, Ventas Finance I, LLC’s) direction, except for such lienable repairs, alterations improvements,
work, brokerage or services as have been paid for by Seller or Ventas Finance I, LLC or for which, by the terms of the Master Leases, Purchaser is obligated to reimburse Seller or Ventas Finance I, LLC, and (g) there exists no judgment against
Seller that is a lien against the Property (other than any such judgment as to which by the terms of the Master Leases or the 1998 Plan of Reorganization referenced therein or documents executed pursuant to such plan, Seller or Ventas Finance I, LLC
is entitled to be indemnified by Purchaser); provided, however, that, relative to, and in limitation of, the foregoing representations and warranties, Purchaser acknowledges that (i) the Lender Approval is required, and that, as of the date hereof,
the Lender Approval has not been obtained and (ii) with respect to the conveyance of Westridge, the Westridge Releases are required, and that, as of the date hereof, the Westridge Releases have not been obtained. All representations and warranties
made by Seller in this Section 6 shall be true and correct on the date made and their continued 

  

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validity as to any material fact as of the Closing Date shall be a condition precedent to Purchaser’s obligation to close the Transactions hereby
contemplated, and at the Closing, Seller shall execute and deliver to Purchaser a certification that its representations and warranties contained in this Section 6 remain true and correct in all material respects as of the Closing Date,
except insofar as any such representation or warranty is no longer true or correct due to the acts or omissions of Purchaser or to the obtaining, after the date hereof, of knowledge not known to Seller as of the date hereof. 
  
 7. Certain Representations and Warranties of Purchaser.
Purchaser hereby represents and warrants to Seller as follows: 
  
 (a) (i) This Agreement has been duly authorized, executed and delivered by Purchaser and is the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, (ii) the
execution and delivery of this Agreement by Purchaser does not violate any provision of any agreement or judicial order to which Purchaser is a party or to which Purchaser or, to the best of Purchaser’s knowledge, the Property is subject, (iii)
all the documents to be delivered by Purchaser at closing will, at closing, be duly authorized, executed and delivered by Purchaser (and/or, if applicable, its affiliates), will be the legal, valid and binding obligations of Purchaser (and/or, if
applicable, its affiliates), and be enforceable against Purchaser (and/or, if applicable, its affiliates) in accordance with their respective terms, and the execution and delivery thereof will not violate any provision of any agreement or judicial
order to which Purchaser (and/or, if applicable, its affiliates) is a party or, to the best of Purchaser’s knowledge, to which the Property is subject, and (iv) to the best of Purchaser’s knowledge, and except as otherwise expressly
provided herein, Purchaser is not required to obtain the consent of any ground lessor, lender or other person or entity to the Transactions hereby contemplated; provided, however, that, relative to, and in limitation of, the foregoing
representations and warranties, Seller acknowledges that the Lender Approval is required, and that, as of the date hereof, the Lender Approval has not been obtained. 
  
 (b) Upon Closing of the Transactions, Purchaser intends to hold the healthcare facilities comprising the
Property for the purpose of disposing of them, and only until they are disposed of, in one or more sale transactions, in a manner consistent with that certain letter, dated as of October 29, 2003, sent on behalf of Purchaser to Michael B. Verne,
Esq. of the Federal Trade Commission relative to the Transactions, which letter is attached hereto as Exhibit N. During the interim period prior to completion of such disposition(s), Purchaser will (i) continue to operate such healthcare
facilities and/or (ii) lease such healthcare facilities to a third party that will operate them. 
  
 All representations and warranties made by Purchaser in this Section 7 shall be true and correct on the date made and their continued validity as
to any material fact as of the Closing Date shall be a condition precedent to Seller’s obligation to close the Transactions hereby contemplated, and at the Closing Purchaser shall execute and deliver to Seller a certification that its
representations and warranties contained in this Section 7 remain true and correct in all material respects as of the Closing Date, except insofar as any such representation or warranty is 

  

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no longer true or correct due to the acts or omissions of Seller or to the obtaining, after the date hereof, of knowledge not known to Purchaser as of the
date hereof. 
  
 8. [Intentionally Omitted].

  
 9. Closing. Subject to the terms of Section
5(c) with respect to Westridge, the closing of the sale of the Property and the amendment of the Master Leases pursuant to the Master Lease Amendments (“Closing”) shall take place at 10:00 a.m. (New York time) at the office of
Cleary Gottlieb Steen & Hamilton at One Liberty Plaza, New York, New York or at another place mutually agreed upon by the parties, on a date (“Closing Date”) not later than December 10, 2003; provided, however, that,
notwithstanding the foregoing or anything to the contrary contained in this Agreement, and subject to the terms of Section 5(c) with respect to Westridge, in the event the Closing has not occurred by December 10, 2003, Seller or Purchaser
may, at its option, provided and on the condition that the failure of such Closing to occur by such date is not due to a default by it in the performance of its obligations under this Agreement, elect to terminate this Agreement by delivery of
written notice of termination to the other party, upon which delivery, this Agreement shall immediately terminate, the Earnest Money shall be retained by Seller, Purchaser shall pay to Seller, not later than December 11, 2003, the Break-Up Fee, and
neither Purchaser nor Seller shall have any further obligations or liabilities hereunder except for those obligations and liabilities that expressly survive termination; provided, however, that, if the failure of the Closing to occur by December 10,
2003 is due to a default by Seller in the performance of its obligations under this Agreement, the Earnest Money shall be returned to Purchaser and Purchaser shall have no liability to Seller for the Break-Up Fee. Notwithstanding the foregoing, the
parties need not attend the Closing in person and shall have the right to close the transaction contemplated by this Agreement pursuant to written closing escrow instructions, so long as such instructions are consistent with the terms hereof.

  
 (a) Seller Closing Documents. At the
Closing, Seller shall, subject to the terms of Section 5(c), execute and deliver, or cause to be executed and delivered, to Purchaser the following documents: 
  
 (i) With respect to each of the properties described on Exhibit A that is located in
Massachusetts, a deed in the form of Exhibit C (collectively, the “Massachusetts Deeds”) in favor of Kindred or, at the written request of Purchaser, in favor of an affiliate of Kindred; 
  
 (ii) With respect to the property described on Exhibit
A that is located in Michigan, a deed in the form of Exhibit D (the “Michigan Deed”) in favor of Kindred or, at the written request of Purchaser, in favor of an affiliate of Kindred; 
  
 (iii) With respect to the property described on
Exhibit A that is located in Minnesota, a deed in the form of Exhibit E (the “Minnesota Deed”) in favor of Kindred or, at the written request of Purchaser, in favor of an affiliate of Kindred; 

 
 (iv) With respect to each of the properties described on
Exhibit A that is located in Connecticut, a deed in the form of Exhibit F (collectively, the “Connecticut  

  

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Deeds”) in favor of Kindred or, at the written request of Purchaser, in favor of an affiliate of Kindred; 
  
 (v) With respect to the property described on Exhibit
A that is located in Kentucky, a deed in the form of Exhibit G (the “Kentucky Deed”) in favor of Kindred or, at the written request of Purchaser, in favor of an affiliate of Kindred; 
  
 (vi) With respect to the property described on Exhibit
A that is located in Wisconsin, a deed in the form of Exhibit H (the “Wisconsin Deed”, and together with the Massachusetts Deeds, the Michigan Deed, the Minnesota Deed, the Connecticut Deeds, and the Kentucky
Deed, collectively, the “Deeds”) in favor of Kindred or, at the written request of Purchaser, in favor of an affiliate of Kindred; 
  
 (vii) A certification of non-foreign status in the form of Exhibit I; 
  
 (viii) Partial Lease Termination Agreements in the form of
Exhibits J-1, J-2, J-3, and J-4 (collectively, the “Termination Agreements”), executed in counterpart by Seller, or, in the case of the Termination Agreement regarding the CMBS
Master Lease, by Ventas Finance I, LLC; 
  
 (ix)
A Termination of Memorandum of Lease with respect to each of the properties listed on Exhibit A, in substantially the form of Exhibit K (collectively, the “MOL Terminations”), executed in counterpart by
Seller or, in the case of the MOL Termination in respect of Westridge, by Ventas Finance I, LLC; 
  
 (x) Amendments to each of the Master Leases in the form of Exhibits L-1, L-2, L-3,
L-4, and L-5 (collectively, the “Master Lease Amendments”), executed in counterpart by Seller, or in the case of the Master Lease Amendment of the CMBS Master Lease, by Ventas Finance I, LLC; 

 
 (xi) With respect to each of the properties described on
Exhibit A, a Bill of Sale and Assignment in the form of Exhibit M, in favor of Kindred, or, at the written request of Purchaser, in favor of one or more affiliates of Kindred and, if and to the extent Seller or Ventas
Finance I, LLC owns and possesses any of the “Personal Property” referenced therein, Seller or Ventas Finance I, LLC shall deliver (or cause the delivery of) the same to Kindred or such affiliate(s); 
  
 (xii) A legal opinion executed by Seller’s internal
counsel, in form and substance reasonably acceptable to Purchaser, opining that this Agreement and the documents executed and delivered by Seller and, if applicable, its affiliates pursuant to the terms of this Agreement have been duly authorized,
executed and delivered by, and are legal, valid and binding obligations of, such signatory(ies); and 
  
 (xiii) (x) Duly executed (as applicable) releases of any mortgages, financing statements and other instruments recorded with respect to
the Property and that secure borrowed indebtedness of Seller or Ventas Finance I, LLC under (a) that certain Second 

  

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Amended and Restated Credit, Security and Guaranty Agreement, dated as of April 17, 2002, by and among Seller, Bank of America, N.A., as Administrative
Agent, and certain lenders and guarantors listed therein or (b) that certain CMBS Loan Agreement, dated as of December 12, 2001, by and between Ventas Finance I, LLC and Merrill Lynch Mortgage Lending, Inc. (collectively, the
“Releases”) or (y) evidence reasonably satisfactory to Purchaser that, upon payment of the Purchase Price in the manner directed by Seller, the Releases shall be delivered by the lender thereunder or an escrowee on its behalf to
Purchaser. 
  
 (b) Purchaser Closing
Documents. At the Closing, Purchaser shall, subject to the terms of Section 5(c), execute and deliver, or cause to be executed and delivered, to Seller the following documents: 
  
 (i) the Termination Agreements, executed in counterpart by
Purchaser and consented to, in counterpart, by each of Purchaser’s Lenders; 
  
 (ii) the MOL Terminations, executed in counterpart by Purchaser; 
  
 (iii) the Master Lease Amendments, executed in counterpart by Purchaser and consented to, in counterpart, by
each of Purchaser’s Lenders; and 
  
 (iv) a
legal opinion executed by Purchaser’s internal counsel, in form and substance reasonably acceptable to Seller, opining that this Agreement and the documents executed and delivered by Purchaser and, if applicable, its affiliates pursuant to the
terms of this Agreement have been duly authorized, executed and delivered by, and are legal, valid and binding obligations of, such signatory(ies). 
  
 (c) Amounts to be Paid at Closing. At the Closing, Purchaser shall pay to, or as directed by, Seller, by federally insured wire
transfer, the total amount of the Purchase Price minus the amount of the Earnest Money, which Earnest Money shall be credited against the Purchase Price and retained by Seller. In addition to the Purchase Price, and as a condition to Seller’s
obligation to close, Purchaser shall pay to, or as directed by, Seller the lease termination fees required to be paid by Purchaser pursuant to the terms of the Termination Agreements. 
  
 (d) Further Assurances. Seller and Purchaser shall (and, in the case of Westridge, Seller shall cause
Ventas Finance I, LLC to), at the Closing, and from time to time thereafter, upon request, execute such additional documents as are reasonably necessary in order to convey, assign and transfer the Property pursuant to this Agreement and otherwise
complete the Transactions contemplated by this Agreement, provided that such documents are consistent with the terms of this Agreement, and do not increase Seller’s (or Ventas Finance I, LLC’s) or Purchaser’s obligations hereunder or
subject Seller (or Ventas Finance I, LLC) or Purchaser to additional liability not otherwise contemplated by this Agreement. Additionally, if this Agreement is terminated, either party may request from time to time thereafter confirmation of such
termination from the other party, upon which request, the non-requesting party shall promptly confirm to the requesting party in writing (by a recordable instrument if requested by the requesting party) that this Agreement has been terminated.

  

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 (e) Cooperation. Purchaser has informed Seller that, after the Closing, Purchaser
intends to attempt to sell or lease the Property to one or more third parties (any such third party, a “Subsequent Purchaser/Lessee”). Seller agrees (and, in the case of Westridge, Seller agrees to cause Ventas Finance I, LLC) to
provide reasonable cooperation to Purchaser with respect to the foregoing transactions, provided and on the conditions that any such cooperation shall (i) be at no cost or expense to Seller or Ventas Finance I, LLC, (ii) not expand or increase
Seller’s (or Ventas Finance I, LLC’s) covenants, representations, warranties, indemnities, obligations, duties or liabilities under this Agreement or any document delivered hereunder, (iii) not subject Seller or Ventas Finance I, LLC to
additional liability, covenants, representations, warranties, indemnities, obligations or duties not otherwise contemplated hereby, (iv) not require Seller or Ventas Finance I, LLC to make any representation, warranty, covenant, agreement or
indemnity that is inconsistent with, or broader in scope than, the representations, warranties, covenants, agreements and indemnities contained in this Agreement or the exhibits hereto, (v) not delay the Closing Date, and (vi) be subject to the
understanding and agreement of Purchaser, which understanding and agreement is hereby acknowledged by Purchaser, that Seller’s and Ventas Finance I, LLC’s cooperation (x) shall not prejudice any rights Seller, Ventas Finance I, LLC, or
Purchaser may have under the Master Leases, including, without limitation, in the case of Seller and Ventas Finance I, LLC, any rights Seller or Ventas Finance I, LLC may have under the Master Leases to disapprove of, or take other steps to oppose
or prevent the consummation of, any sublease transaction(s) that Purchaser may desire to enter into with any of the Subsequent Purchaser/Lessees, and (y) shall not be used by Purchaser as evidence in any dispute between Seller or Ventas Finance I,
LLC and Purchaser involving any proposed sublease transaction(s) with any of the Subsequent Purchaser/Lessees. Any instrument or document that Seller or Ventas Finance I, LLC may be asked to execute and/or deliver under this Section 9(e)
shall be in such form as Seller and Ventas Finance I, LLC shall deem appropriate, in its sole and absolute discretion. 
  
 10. Prorations and Adjustments. 
  
 Purchaser and Seller hereby acknowledge and agree that there shall be no prorations or adjustments at Closing to the Purchase Price or to any amounts
required to be paid at the Closing pursuant to the Termination Agreements. 
  
 11. Closing Costs. 
  
 (a) Seller shall be responsible for the payment of the fees and costs of Seller’s counsel and investment advisors representing it in connection with the Transactions. 
  
 (b) Purchaser shall be responsible for the payment of (i)
the fees and costs of Purchaser’s counsel and investment advisors representing it in connection with the Transactions, and (ii) subject to subsection (a) above, all recording fees, transfer taxes, intangible taxes, documentary stamp taxes and
title insurance costs, and all other fees, costs and expenses, incurred by either Seller (or Ventas Finance I, LLC) or Purchaser in connection with the Transactions. At Seller’s request, Purchaser shall pay at Closing all of the fees, taxes,
costs and expenses referenced in Section 11(b)(ii) hereof. 
  

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 12. Remedies. 
  
 (a) Purchaser Default. 
  
 (i) If Purchaser fails to perform any of its obligations under this Agreement which are required to be
performed at or prior to the Closing (including, without limitation, the payment of the balance of the Purchase Price and the payment of any amounts required to be paid by the terms of the Termination Agreements) (“Purchaser
Default”), then Seller shall have the right, as its sole and exclusive remedy for such failure, to terminate this Agreement by delivering written notice thereof to Purchaser, in which event, the Earnest Money shall be retained by, and the
Break-Up Fee shall be immediately paid by Purchaser to, Seller as liquidated damages. SELLER AND PURCHASER AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A PURCHASER DEFAULT ARE UNCERTAIN AND DIFFICULT TO ASCERTAIN, AND THAT THE EARNEST
MONEY, TOGETHER WITH THE BREAK-UP FEE, IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES. 
  
 SELLER’S INITIALS: TRR PURCHASER’S INITIALS: JLL 
  
 (ii) Notwithstanding the foregoing, in the event the Closing hereunder occurs and Purchaser fails to perform an obligation under this
Agreement (arising either before or after the Closing) and such obligation expressly survives the Closing pursuant to the terms hereof, then Seller shall have all rights and remedies at law, in equity or under this Agreement, including, without
limitation, the right to sue for damages (excluding, however, special, punitive or consequential damages). 
  
 (b) Seller Default. 
  
 (i) If Seller fails to perform any of its obligations under this Agreement which are required to be performed at or prior to the Closing
(including, without limitation, the delivery of the Deeds), then Purchaser shall have the right, as its sole and exclusive remedy for such failure, to either (x) terminate this Agreement by delivering written notice thereof to Seller, in which event
the Earnest Money shall be promptly returned to Purchaser and neither party shall have any further obligations or liabilities hereunder except for those liabilities and obligations that expressly survive termination, or (y) specifically enforce the
terms of this Agreement. 
  
 (ii) Notwithstanding
the foregoing, in the event the Closing hereunder occurs and Seller fails to perform an obligation under this Agreement (arising either before or after the Closing) and such obligation expressly survives the Closing pursuant to the terms hereof,
then Purchaser shall have all rights and remedies available at law, in equity or under this Agreement, including, without limitation, the right to sue for damages (excluding, however, special, punitive or consequential damages). 
  
 (c) Collection Costs. If any legal action,
arbitration or other similar proceeding is commenced to enforce or interpret any provision of this Agreement, the prevailing 

  

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party shall be entitled to an award of its attorneys’ fees and expenses. The phrase “prevailing party” shall include a party who receives
substantially the relief desired whether by dismissal, summary judgment, judgment or otherwise. In the event that Seller is entitled to an award of its attorneys’ fees and expenses pursuant to the terms of this Section 12(c), such award
shall be in addition to the liquidated damages to which Seller may be entitled pursuant to the terms of Section 12(a) above. 
  
 (d) Survival. 
  
 (i) Closing. None of the terms and conditions of this Agreement shall survive the Closing, except Sections 2(b), 4,
6, 7, 9(d), 9(e), 10, 11, 12, 13, 14, 15 and 16. 
  
 (ii) Termination. None of the terms and conditions of this Agreement shall survive the termination of this Agreement, except Sections 4, the third sentence of 5(b), 6, 7, 9(d), 9(e), 11, 12,
13, 15(b) and 16. 
  
 (e) Relation
to Master Leases. Without limitation of Section 15 below, Seller and Purchaser agree that the remedies described in this Agreement, including, without limitation, the liquidated damages remedies referenced above, (i) constitute remedies
of the parties under this Agreement only in their respective capacities as Seller and Purchaser hereunder, (ii) shall not constitute, or be deemed to constitute, remedies under any of the Master Leases, (iii) shall not preclude any party to any of
the Master Leases from exercising any right or remedy available to it under any of the Master Leases (even if remedies are enforced or collected upon under this Agreement), and (iv) shall not limit the damage remedies or other rights or remedies of
any party to any of the Master Leases under any of the Master Leases (even if remedies are enforced or collected upon under this Agreement) and that the determination by Seller or Purchaser of whether or not, based upon the occurrence of certain
events or the existence of certain circumstances, a default by the other party has occurred under this Agreement shall be made independently of, and have no bearing or impact upon, the determination by a party to one of the Master Leases of whether
or not, based upon the same events or circumstances, a default by another party to such Master Lease has occurred under such Master Lease. 
  
 13. Brokers. Each of Seller and Purchaser represents to the other that it has not engaged or dealt with any broker, finder or
investment advisor in connection with the sale of the Property or the other Transactions contemplated by this Agreement other than investment advisor(s) retained by it and covenants to pay any fees or other amounts owing to its investment advisor(s)
on account of this Agreement or the Transactions. Seller and Purchaser shall indemnify, hold harmless and defend the other, its affiliates, and its and their officers, directors, affiliates, agents and employees, against and from all claims,
demands, causes of action, judgments, and liabilities (including, without limitation, reasonable attorneys’ fees and costs) which arise from a breach of such parties’ respective representations and covenants set forth in this Section
13. 
  
 14. Casualty and Condemnation.
If, prior to Closing, any of the Improvements are damaged or destroyed, or a condemnation proceeding is commenced against any part of the Property (“Casualty or Condemnation”), then at the Closing, Seller shall pay (or, in the case
of 

  

 10 









 
Westridge, cause Ventas Finance I, LLC to pay) to Purchaser all insurance proceeds and condemnation awards, if any, paid to Seller (or, in the case of
Westridge, Ventas Finance I, LLC) in connection with such Casualty or Condemnation which have not been used to restore the Property, and Seller (or, in the case of Westridge, Ventas Finance I, LLC) shall assign to Purchaser all of its right, title
and interest in any insurance proceeds or condemnation awards to be paid to it in connection with the Casualty or Condemnation. 
  
 15. Certain Warranties; Disclaimer and Release. 
  
 (a) Notwithstanding anything to the contrary contained in this Section 15, the purchase, sale and
conveyance of the Property shall be made with the limited warranties to Purchaser contained in the Deeds. 
  
 (b) Disclaimer. Purchaser agrees that Purchaser is purchasing the Property in “AS IS”, “WHERE IS”, “WITH
ALL FAULTS” condition, and, subject to Section 6 above and to Section 15(a) above, without any warranties, representations or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of,
Seller. Without in any way limiting the generality of the immediately preceding sentence, Purchaser further acknowledges and agrees that, in entering into this Agreement and closing the Transactions hereunder, subject to Section 6 above and
to Section 15(a) above: 
  
 (i) Each of
Seller and its affiliates, and its and their officers, directors, employees and agents, expressly disclaims, has not made, will not, and does not, make, any warranties or representations, express or implied, with respect to the Property or any
portion thereof, the physical condition or repair or disrepair thereof, the value, profitability or marketability thereof or the title thereto, or of any of the appurtenances, facilities or equipment thereon; 
  
 (ii) Each of Seller and its affiliates, and its and their
officers, directors, employees and agents, expressly disclaims, has not made, will not, and does not, make, any warranties, express or implied, of merchantability, habitability or fitness for a particular use; 
  
 (iii) As the tenant at the Property, Purchaser has had
complete and sole possession of the Property since, at the latest, May 1, 1998, and has accordingly had the opportunity to perform a full investigation of the Property prior to the date hereof, and Purchaser is fully satisfied with its opportunity
to investigate the Property prior to the date hereof; 
  
 (iv) Purchaser has not relied upon any statement or representation by or on behalf of Seller unless such statement or representation is specifically set forth in this Agreement; and 
  
 (v) As of the date hereof, Purchaser has made such legal,
factual and other inquiries and investigations as Purchaser has deemed necessary, desirable or appropriate with respect to the Property and the value and marketability thereof and of the appurtenances, facilities and equipment thereof. Such
inquiries and investigations of Purchaser are hereby deemed to include, without limitation, the physical components of all portions of the 

  

 11 









 
Improvements, the condition of repair of the Property or any portion thereof, such state of facts as a current title report and/or an accurate survey would
show or disclose, and the present and future zoning, ordinances, resolutions and regulations of the city, county and state where the Improvements are located. 
  

(c) Release. Without in any way limiting the generality of the preceding Section 15(b), Purchaser specifically
acknowledges and agrees that it hereby waives, releases and discharges any claim it has, might have had, or may have, against each of Seller and its affiliates, and its and their officers, directors, employees and agents, relating to, arising out of
or with respect to (i) the condition of the Property, either patent or latent, (ii) Purchaser’s ability, or inability, to obtain or maintain temporary or final certificates of occupancy or other licenses for the use or operation of the
Improvements, and/or certificates of compliance for the Improvements, (iii) the actual or potential income, or profits, to be derived from the Property, (iv) the real estate, or other, taxes or special assessments, now or hereafter payable on
account of, or with respect to, the Property, (v) Purchaser’s ability or inability to demolish the Improvements or otherwise develop the Property, (vi) the environmental condition of the Property, (vii) any default or alleged default by Seller
or its affiliates with respect to the Property under any of the leases pursuant to which Seller or Ventas Finance I, LLC leased the Property to Purchaser, including without limitation, any default or alleged default regarding the granting or
withholding of Seller’s or Ventas Finance I, LLC’s consent to any proposed sublease(s) with respect to all or any portion of the Property or the obtaining of any required governmental licenses, permits or approvals in connection with any
such proposed sublease(s), or (viii) any other matter relating to the Property. 
  
 16. General Provisions. 
  
 (a) Entire Agreement. This Agreement and exhibits hereto constitute the entire agreement of Seller and Purchaser with respect to sale of the Property and amendment of the Master Leases pursuant to the Master
Lease Amendments and supersede all prior or contemporaneous written or oral agreements, whether express or implied, related to the subject matter hereof. 
  
 (b) Amendments. This Agreement may be amended only by a written agreement executed and delivered by Seller and Purchaser.

  
 (c) Waivers. No waiver of any
provision or condition of, or default under, this Agreement by any party shall be valid unless in writing signed by such party. No such waiver shall be taken as a waiver of any other or similar provision or of any future event, act, or default.

  
 (d) Time. Time is of the essence of
this Agreement. In the computation of any period of time provided for in this Agreement or by law, the day of the act or event from which the period of time runs shall be excluded, and the last day of such period shall be included, unless it is not
a Business Day, in which case it shall run to the next day which is a Business Day. For the purpose of this Agreement, the term “Business Day” means any day other than (i) 

  

 12 









 
Saturday, (ii) Sunday, or (iii) any other day when federally insured banks in Chicago, Illinois or New York, New York are required or authorized to be
closed. 
  
 (e) Unenforceability. In the
event that any provision of this Agreement shall be unenforceable in whole or in part, such provision shall be limited to the extent necessary to render the same valid, or shall be excised from this Agreement, as circumstances require, and this
Agreement shall be construed as if said provision had been incorporated herein as so limited, or as if said provision has not been included herein, as the case may be. 
  
 (f) Assignment. This Agreement may not be assigned by Purchaser or Seller without the prior express
written consent of the other party, which consent may be given or withheld in such party’s sole and absolute discretion. 
  
 (g) Notices. Any notices or other communications permitted or required to be given hereunder shall be in writing, shall be
delivered personally, by reputable overnight delivery service, or by fax (provided a hard copy is delivered on the next Business Day by personal delivery or reputable overnight delivery service), and shall be addressed to the respective party as set
forth in this Section 16(g). All notices and communications shall be deemed given and effective upon receipt thereof. 
  

			
	 To Seller:
	  	Ventas Realty, Limited Partnership
	 	  	c/o Ventas, Inc.
	 	  	4360 Brownsboro Road
	 	  	Suite 115
	 	  	Louisville, Kentucky 40207-1642
	 	  	Attn:    T. Richard Riney
	 	  	Phone: (502) 357-9000
	 	  	Fax:     (502) 357-9001
		
	 With copies to:
	  	Ventas Realty, Limited Partnership
	 	  	333 West Wacker Drive, Suite 2850
	 	  	Chicago, Illinois 60606
	 	  	Attn:    Donna M. Coté
	 	  	Phone: (312) 596-3808
	 	  	Fax:     (312) 596-3850
		
	 	  	and
		
	 	  	Barack Ferrazzano Kirschbaum
	 	  	Perlman & Nagelberg LLC
	 	  	333 West Wacker Drive, Suite 2700
	 	  	Chicago, Illinois 60606
	 	  	Attn:    Thomas H. Page, Esq.
	 	  	Phone: (312) 984-3195
	 	  	Fax:     (312) 984-3150

  

 13 










			
	 To Purchaser:
	  	Kindred Healthcare, Inc. and
	 	  	Kindred Healthcare Operating, Inc.
	 	  	680 South Fourth Avenue
	 	  	Louisville, Kentucky 40202-2412
	 	  	Attn:    Edward L. Kuntz
	 	  	Phone: (502) 596-7172
	 	  	Fax:     (502) 596-4141
		
	 With copies to:
	  	Kindred Healthcare, Inc. and
	 	  	Kindred Healthcare Operating, Inc.
	 	  	680 South Fourth Avenue
	 	  	Louisville, Kentucky 40202-2412
	 	  	Attn:    Joseph Landenwich, Esq.
	 	  	Phone: (502) 596-7209
	 	  	Fax:     (502) 596-4075
		
	 	  	and
		
	 	  	Cleary Gottlieb Steen & Hamilton
	 	  	One Liberty Plaza
	 	  	New York, New York 10006
	 	  	Attn:    Steven Horowitz
	 	  	Phone: (212) 225-2580
	 	  	Fax:     (212) 225-3999

  
 (h)
Governing Law. This Agreement shall be governed in all respects by the internal laws of the Commonwealth of Kentucky without regard to the laws regarding conflicts of laws. 
  
 (i) Counterparts. This Agreement may be executed in any number of identical counterparts, any or all
of which may contain the signatures of less than all of the parties, and all of which shall be construed together as a single instrument. 
  
 (j) Construction. Seller and Purchaser agree that each party and its counsel have reviewed and approved this Agreement, and that
any rules of construction that provide that ambiguities be resolved against the drafting party shall not be used in the interpretation of this Agreement or any amendments or exhibits hereto. The words “include”, “including”,
“includes” and any other derivation of “include” means “including, but not limited to” unless specifically set forth to the contrary. 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 where expressly provided to the contrary. The words “herein”, “hereof” and “hereunder” and other words of similar import refer to this
Agreement as a whole and not to any particular Section, subsection or other subdivision. Headings of sections herein are for convenience of reference only, and shall not be construed as a part of this Agreement. Except to the extent expressly
provided otherwise in this Agreement, references to “sections” or “subsections” in this 

  

 14 









 
Agreement shall refer to sections and subsections of this Agreement, and references to “exhibits” in this Agreement shall mean exhibits attached to
this Agreement. 
  
 (k) No Recording.
Purchaser shall not, and shall not cause or permit any other person to, record this Agreement or any memorandum or other evidence thereof in any public records. If Purchaser violates the terms of this Section 16(k), then this Agreement shall
be deemed ipso facto terminated and the Earnest Money shall be retained by Seller, and Purchaser shall immediately pay to Seller the Break-Up Fee. 
  
 (l) Obligations Joint and Several. Purchaser acknowledges that each entity constituting Purchaser shall be jointly and severally
liable for any and all obligations of Purchaser hereunder or under any instrument executed by Purchaser pursuant hereto. 
  
 (m) Public Announcement. Seller and Purchaser agree to cooperate with each other to make joint and/or coordinated public
announcements disclosing this Agreement and the Transactions contemplated hereby. 
  
 (n) Form of Payment. All amounts required to be paid by Purchaser to, or as directed by, Seller pursuant to the terms hereof
(including, without limitation, if applicable, the Break-Up Fee) shall, unless otherwise directed by Seller in writing, be paid by federally insured wire transfer of immediately available funds. Payments required by the terms hereof to be made on a
particular date shall be deemed to have been timely made if Seller (or any alternate payee designated by Seller) receives such payment in the account specified in the wire transfer instructions, to be provided to Purchaser by Seller, not later than
5:00 p.m. Chicago time on the date specified for such payment. 
  
 [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 
  

 15 









 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

  

			
	PURCHASER:
	
	 KINDRED HEALTHCARE, INC., a
 Delaware
corporation

		
	By:	 	/s/ Richard A. Lechleiter
	 	 	

	Name:	 	Richard A. Lechleiter
	Its:	 	Senior Vice President, Chief Financial Officer and Treasurer


  

			
	KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation
		
	 By:
	 	/s/ Richard A. Lechleiter
	 	 	

	Name:	 	Richard A. Lechleiter
	Its:	 	Senior Vice President, Chief Financial Officer and Treasurer


  

					
	SELLER:
	
	VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership
	
	 By: Ventas, Inc.
 Its: Sole General
Partner

			
	 	 	By:	 	/s/ T. Richard Riney
	 	 	 	 	

	 	 	Name:	 	T. Richard Riney
	 	 	Its:	 	Executive Vice President and General Counsel


  

 S-1 









 EXHIBIT A 
  
 LAND 
  

 A-1 









 Facility # 565 
  
 CT 
  
 SCHEDULE A 
 THE LAND 
  

A certain piece or parcel of land with all buildings and improvements thereon situated in the Town of Norwich, County of New London and State of Connecticut, more
particularly described as follows: 
  
 Beginning at a point on
the southerly line of Hamilton Avenue. In Said Town of Norwich and a concrete Monument set by the Highway Department, and from said point, 
  
 thence running S 32° 31° E 130. 3 feet to a drill hole in a wall; 
  
 thence S 45° 14° W 183 feet to a monument, the last two lines bounded southwesterly and northwesterly by land N/F
of Vera C. Edwards, 
  
 thence S 57° 52° W 54.2 feet to
a monument, this line bounded northwesterly on land N/F of Everest A. and Eve R. Higgins. 
  
 thence S 65° 04 E 412.57 feet; 
  
 thence running Northeasterly in a straight line, 
  
 400 feet more or less to land N/F of Faith R. Jennings at a point which is 426.58 feet south of the southerly line of Corning Road is measured along the easterly side of the premises herein described: 
  
 thence W 26° 07° W 166.1 feet; 
  
 thence N 27° 12° W 130.6 feet; 
  
 thence northwesterly 129.88 feet to a drill hole in a
boulder on the southerly line of Corning Road, the last three lines bounding north-easterly on land N/F of Faith R. Jennings; 
  
 thence S 77° 04 W 85.25 feet to a Connecticut Highway Department Stone, this line following along the southerly line of Corning Road;

  
 thence S 57° 59° W 181.52 feet to a concrete
monument act by the Connecticut Highway Department: 
  
 thence S
59° 23° W 181.33 feet to the point of beginning: the last 2 lines following along the South line of Hamilton Avenue. 
  
 Together with a right of way as set forth in a deed from Quinting F. Larangeire and Lucy Marie Larangeire to Israel M. Resnikoff dated February 28, 1967 and recorded in
Volume 342, Page 99 of the Norwich Land Records. 
  
 Together
with a right of way as set forth in a deed from James M. Young to Albert F. Myers dated July 5, 1921 and recorded in Volume 163, Page 205 of the Norwich Land Records. 
  










 Facility # 1226 
  
 CT 
  
 SCHEDULE A 
 THE LAND 
  

All that certain tract, piece or parcel of land situate, lying and being in the City of Stamford, County of Fairfield and State of Connecticut, said
parcel of land being more particularly bounded and described as follows: 
  
 Beginning at a point on the westerly street line of Glenbrook Road, where the same is intersected by the division line between the parcel herein described and land now or formerly of Zion Lutheran Church U.A.C., and
being the southeasterly corner of the premises herein described, then running along land of said Zion Lutheran Church the following courses: 
  
        North 84-41-20 West, a distance of 242.04 feet; 
  
        North 74-21-30 West, a distance of 70.00 feet; 
  
        North 12-18-30 East, a distance of 45.03 feet;

  
 and North 81-18-10 West, a distance of 25.05 feet; 
  
 then turning and continuing along land of said Zion Lutheran Church, to and along land now or
formerly of Francis Ferro Et Al, North 12-18-30 East; a distance of 50.00 feet to land of various owners; then turning and running along land of said various owners North 88-06-35 East, a distance of 352.25 feet to the westerly street line of
Glenbrook Road; then turning and running along Glenbrook Road, South 5-16-40 West, a distance of 66.71 feet; then along a circular curve to the right having a radius of 153.86 feet, and arc-distance of 48.467 feet; then on another circular curve to
the right, having a radius of 177.533 feet, an arc-distance of 42.115 feet, to the point or place of beginning, containing 1.0032 Acres, more or less. 
  










 Facility # 783 
 KY 
  
 SCHEDULE A 
 THE LAND 
  
 BEING all of Lot No. 6 of the Storey Business Subdivision to the City of Lexington, as shown by plat of record in Plat Cabinet C, Slide 499 in the Fayette County Clerk’s Office; the improvements being known as
353 Waller Avenue. 
  
 BEING the same property conveyed to NHE/KENTUCKY, INC., a
Kentucky corporation by deed dated August 25, 1972, of record in Deed Book 1057, Page 462, in the Fayette County Court Clerk’s Office, and further conveyed to First Healthcare Corporation, a Delaware corporation by deed dated August 23, 1993 of
record in Deed Book 1691, Page 87, in the Fayette County Clerk’s Office. 
  










 MA523 
  
 SCHEDULE A 
 THE LAND 
  
 Property: 1100 VFW Parkway, W. Roxbury, MA 
 Facility Name: Star of David Nursing Center 
 Facility Number: 523 

 
 TRACT I 
  
 PARCEL I 
  
 That certain parcel of registered land situated in that Part of Boston, formerly West Roxbury, in the County of Suffolk and Commonwealth of Massachusetts, bounded and
described as follows: 
  
 WESTERLY by the easterly line of Veterans of Foreign
Wars Parkway, (the Commonwealth of Massachusetts, M.D.C.), ten (10) feet; 
  
 SOUTHERLY by the northerly line of said Veterans of Foreign Wars Parkway, fifty-three and 05/100 (53.05) feet; 
  
 WESTERLY by the easterly of said Veterans of Foreign Wars Parkway, two hundred forty-seven and 82/100 (247.82) feet; 
  
 NORTHERLY by the southerly side of Farragut Street and Ellswood Street, one hundred
ninety-one and 41/100 (191.41) feet; 
  
 EASTERLY by land now or formerly of
Sturdy Oak Homes, Inc., one hundred fifteen and 88/100 (115.88) feet; 
  
 NORTHERLY by land of sundry adjoining owners, four hundred thirteen and 44/100 (413.44) feet; 
  
 EASTERLY by the westerly line of Baker Street, twenty and 86/100 (20.86) feet; 
  
 SOUTHERLY by land of sundry adjoining owners, four hundred two and 02/100 (402.02) feet; 
  
 EASTERLY by land now or formerly of Charles A. Hoar et al, eighty-six (86) feet; and 
  
 SOUTHERLY by the northerly line of Durant Street, one hundred sixty and 18/100 (160.18) feet. 
  










 Facility # 523 
  
 SCHEDULE A 
 THE LAND 
  
 TRACT II 
  
 Two certain parcels of unregistered land. 
  
 PARCEL I 
  
 A certain parcel of unregistered land situated in that part of Boston, formerly West
Roxbury, Suffolk County, Massachusetts, bounded and described as follows: 
  
 NORTHERLY by Ellswood street, 41.15 feet; 
  
 EASTERLY by Lot 110 as
shown on the plan hereinafter described, 109.57 feet; 
  
 SOUTHERLY on land
formerly of the Town of Brookline, now 1100 Corporation, 28.93 feet; 
  
 SOUTHWESTERLY by said last mentioned land, 56 feet; and 
  
 WESTERLY by
said last mentioned land, 59.88 feet. 
  
 Said lot 131 is shown on a plan entitled
“West Roxbury Plateau, August 29,1894, by Charles D. Elliot, Engineer, Somerville, Massachusetts” duly recorded with said Suffolk County Registry of Deeds at the end of Book 2224. 
  
 PARCEL II 
  
 A certain parcel of land situated in that part of Boston, formerly West Roxbury, Suffolk
County, Massachusetts, bounded and described as follows: 
  
 SOUTHEASTERLY by
Farragut Street, 40.25 feet; 
  
 NORTHEASTERLY by Lot 50 as shown on the plan
hereinafter described, 90.45 feet; 
  
 NORTHWESTERLY by land of owners unknown, 40
feet; and 
  
 SOUTHWESTERLY by Lot 148 on said plan, 85 feet. 
  
 Said lot 149 is shown on a plan entitled “West Roxbury Plateau, August 29, 1894, by
Charles D. Elliot, Engineer, Somervilla, Massachusetts”, duly recorded with Suffolk County Registry of Deeds at the end of Book 2224. 
  










 MA527 
  
 SCHEDULE A 
 THE LAND 
  
 Property: 150 Lincoln Street, Needham, MA 
 Facility Name: Briarwood Health Care Nursing Center 
 Facility Number: 527

  
 The land situated in Needham, Norfolk County, Massachusetts, bounded and
described as follows: 
  

			
		
	NORTHERLY:	  	by Garfield Street, 75.0 feet;
		
	EASTERLY:	  	by land of J. William and Irogard Linse, as shown on plan referred to hereinafter, 75.0 feet;
		
	NORTHERLY:	  	by said Linse, 132.0 feet;
		
	SOUTHEASTERLY:	  	by Otto S. and Aurilla G. Schultz, 59.1 feet;
		
	NORTHERLY:	  	by said Schultz, 9.70 feet;
		
	SOUTHEASTERLY:	  	by Henry B. and Alica W. Ahlberg, John E. and Barbara T. Griffin, 143.46 feet, and by said Griffin and by Teresa M. Livesay, 50.0 feet;
		
	SOUTHERLY:	  	by the Building Association, Inc. of the Lt. Manson H. Carter Post 12498 Veterans of Foreign Wards of U.S.A., 293.4 feet;
		
	WESTERLY:	  	by Lot A, 110.00 feet;
		
	WESTERLY:	  	by Lot D, 140 feet;
		
	NORTHERLY:	  	by another parcel of said Linse, 100.0 feet; and
		
	WESTERLY:	  	by said Linse, 75.0 feet.

  











			
	 	  	 Facility No. 528-MA
  
 Westridge Healthcare Center
 121 Northboro Road
 Marlborough, Massachusetts
 (Middlesex County)


  
 EXHIBIT A 

 
 The land shown on a plan of land entitled “Plan of Land in Marlborough, Mass, owned
by Paul-Mark Management Corp.”, December 10, 1962, Nashoba. Survey Co., Inc., Marlborough, Mass., “123,465” recorded with the Middlesex South District Registry of Deeds, Book 10181, Page 61, bounded and described as follows:

  
 BEGINNING at a point on the Northerly side of Northborough (Northboro) Road at
the Southwest corner of the parcel to be conveyed and at other land of Paul-Mark Management Corp; 
  
 THENCE by a curve to the left in a Northwesterly direction with a radius of 32.43 feet and a distance along the course of 52.30 feet to a point of tangency; 
  
 THENCE North 40 degrees 90 minutes 22 seconds West a distance of 469,465 feet; 
  
 THENCE North 44 degrees 39 minutes 53 seconds East a distance of 193.77 feet; all three
courses are by other land of Paul-Mark Management Corp.; 
  
 THENCE North 10
degrees 05 minutes 19 seconds East a distance of 319.70 feet by land of Malcola E. Wallace; 
  
 THENCE South 32 degrees 16 minutes 49 seconds East a distance of 234.47 feet by land of Basil and Jannie Carvary; 
  
 THENCE South 32 degrees 07 minutes 22 seconds East a distance of 196.5 feet; 
  
 THENCE South 21 degrees 32 minutes 31 seconds West a distance of 216.77 feet; 
  
 THENCE South 46 degrees 22 minutes 25 seconds East a distance of 55.45 feet to the Northerly line of Northborough Road, the last three courses are by land of Arthur and
Alice Bastian; 
  
 THENCE South 60 degrees 57 minutes 54 seconds West a distance
of 115.71 feet; 
  
 THENCE South 73 degrees 33 minutes 44 seconds West a distance
of 7.35 feet; 
  
 THENCE South 51 degrees 22 minutes 52 seconds West a distance of
37.22 feet; 
  
 THENCE South 52 degrees 15 minutes 21 seconds West a distance of
40.315 feet to the point of beginning, the last four courses are by the Northerly line of Northborough Road. 
  
 PIN # 78-3A 
  










 MA - 538 
  
 EXHIBIT A 
  
 Lots 127, 128, 151, 152, and 153 
  
 the land in the West Roxbury District of Boston, Massachusetts, Suffolk County, being five certain lots all shown on a plan of land made by Charles E.
Elliot, Engr., dated August 29, 1894, recorded with Suffolk 
  
 XXXXXXXXXXXXXXXXXXXX 
  
 Deeds Book 2224, Page is at the
end of Book, to which plan reference is made for a more particular description to the following lots; 
  

			
		
	Lot 127;	 	as shown on said plan is located on the southerly side of Ellswood Street, containing 4712 square feet of land according to said plan.
		
	Lot 128;	 	as shown on said plan also located on the southerly side of Ellswood Street, containing 4360 square feet according to plan.
		
	Lots 127	 	and 128 are conveyed subject to the street and or sewer better-ment assessments of the City of Boston.
		
	Lot 151	 	as shown on said plan is located on the northwesterly side of Farragut Street and contains 3945 square feet according to plan.
		
	Lot 152	 	as shown on said plan is located on the northwesterly side of Farragut Street and contains 4057 square feet according to plan.
		
	Lot 153	 	as shown on said plan is located on the northwesterly side of Farragut Street and contains 4050 square feet according to plan.

  
 Lots 129 and 130 
  
 A certain
parcel of land situated in that part of Boston called West Roxbury in the County of Suffolk and Commonwealth of Massachusetts and being lots numbered 129 and 130 as shown on a plan of land called ‘West Roxbury Pintoau’ by C. D. Elliott,
Engineer, and recorded with the Suffolk County Registry of Deeds, Book 5016, page 31_, dated June 30, 1920, and bounded and described as follows: 
  

			
	 NORTHERLY
	  	 by Ellswood Street as shown on said plan as eighty four (84) feet;

		
	 EASTERLY
	  	 by lot numbered 128 on said plan as ninety nine and 61/100 (99.61) feet;

		
	 SOUTHERLY
	  	by property of the Town of Brookline as shown on said plan as eighty five and 29/100 (85.29) feet;
		
	 WESTERLY
	  	by lot numbered 131 on said plan, one hundred nine and 57/100 (109.57) feet;

  
 Containing 8626.9
square feet, more or less. 
  










 MA - 538, cont. 
  
 EXHIBIT A 
  
 Lot 150 
  
 A certain parcel of vacant land containing about thirty-seven hundred twenty seven (3727) square feet of land on the northwesterly side of
Farragut Street, adjoining an estate now or formerly of Albert C. Smith, being lot one hundred and fifty (150) Charles D. Elliot plan dated August 29, 1894, recorded with Suffolk Deeds at end of Book 2224, situated in Block 98 A1, in the West
Roxbury District. 
  
 Lots 154, 155 and
156 
  
 the following described parcels of
land in Boston, Suffolk County, Massachusetts 
  
 DESCRIPTION:

  
 Parcel No. 1 
  
 About four thousand thirty (4030) square feet of land on the
northerly side of Farragut Street, adjoining another estate now or formerly of said Giorgio and others, being Lot one hundred fifty-four (154), Charles, D. Elliot plan, dated August 29, 1894, recorded with Suffolk Deeds, at End of Book 2224.

  
 Parcel No. 2 
  
 About four thousand ten (4010) square feet of land on the
north side of Farragut Street, adjoining another estate now or formerly of said Giorgio and others, being Lot one hundred fifty-five (155), Charles D. Elliot plan, dated August 29, 1894, recorded with Suffolk Deeds, at End of Book 2224. 

 
 Parcel No. 3 
  
 About thirty-nine hundred ninety (3990) square feet of land
on the northerly side of Farragut Street, adjoining another estate now or formerly of said Giorgio and others, being Lot one hundred fifty-six (156), Charles D. Elliot, Engineer, plan, dated August 29, 1894 recorded with Suffolk Deeds, at End of
Book 2224. 
  
 LESS AND EXCEPT LOTS 127, 128 AND 129 as were
conveyed by Deed to Archdale Construction Corp. dated September 23, 1997 and recorded with the Suffolk County Registry of Deeds at Book 21759, Page 250. 
  










 Facility # 4677 
 MI 
  
 SCHEDULE A 
 THE LAND 
  
 HOSPITAL PARCEL: 
  
 Lots 5 and 6, including
adjoining vacated public alley of “Ferdinand Morrel’s Subdivision”, as recorded in Liber 4 of Plats, Page 22, Wayne County Records; Lots 1 through 8 inclusive, together with adjoining vacated public alley of the “Subdivision of
Lots 33, 34, 35, 39, and 40 of Johnson Subdivision”, as recorded in Liber 1 of Plats, Page 270, Wayne County Records; Lot 1, the North 13.2 feet of Lot 2 and the North 25.2 feet of Lots 5, 6, and 7, including adjoining vacated public alleys of
“Neuman’s Subdivision” as recorded in Liber 7 of Plats, Page 9, Wayne County Records; Lots 86 through 93, inclusive, Lots 52 through 59, inclusive, and the North 40.00 feet of Lot 51, including adjoining vacated Humboldt Avenue (60
feet wide), also including vacated public alleys in the rear thereof of “Brandish and Hubbard’s Subdivision”, as recorded in Liber 1 of Plats , Page 133, Wayne County Records; the North 26 feet of Lots 1 through 5, inclusive,
including, vacated Humboldt Avenue (60 feet wide) lying Westerly thereof, and that portion of the adjoining vacated public alleys lying Northerly and Easterly thereof of the “Subdivision of Lots 94 and 95 of Bradish and Hubbard’s
Subdivision”, as recorded in Liber 12 of Plats, Page 37, Wayne County Records; Lot 51, Block 3, and Lots 33 through 44 inclusive, Block 3, including adjoining vacated public alley Westerly thereof of the “Plat of Weitzel
Resubdivision”, as recorded in Liber 5 of Plats, Page 18, Wayne County Records; and Lot 58 of “Weitzel’s Plat”, as recorded in Liber 1 of Plats, Page 204, Wayne County Records, all being located in the City of Detroit, Wayne
County, Michigan, and being more particularly described as follows: 
  
 Begining
at the intersection of the Southerly line of Magnolia Street (50 feet wide) with the Westerly line of Eighteenth Street (60 feet wide), said point being also the Northeasterly, corner of Lot 58 of said “Weitzel’s Plat”, (Liber 1 of
Plats, Page 204, Wayne County Records) and proceeding thence from said point of begining South 2 degrees 55 minutes 17 seconds East, along the Westerly line of said Eighteenth Street, said line being also the Easterly line of said Lot 58 and the
Easterly line of Lots 44 through 35 inclusive, Block 3, the Easterly line of Lot 51, Block 3, and the Easterly line of Lots 34 and 33, Block 3, of said “Plat of Weitzel Resubdivision”, (Liber 5 of Plats, Page 18, Wayne County Records), a
distance of 461.15 feet to the Southeasterly corner of said Lot 33; thence south 67 degrees 19 minutes 28 seconds West, along the Southerly line of said Lot 33, a distance of 145.00 feet to the Southwesterly corner of said Lot; thence South 22
degrees 55 minutes 17 seconds East, along part of the Westerly line of Lot 32, Block 3, of said “Plat of Weitzel Resubdivision”, a distance of 11.00 feet to a point on the Northerly line of Martin Luther King Jr. Boulevard (124 feet wide,
as now established); thence South 67 degrees 26 minutes 04 seconds West, along the Northerly line of said Martin Luther King Jr. Boulevard, as now established, a measured distance of 646.85 feet (described 646.72 feet) to the point of intersection
of said Street line with the Easterly line of Lawton Avenue (60 feet wide); thence North 23 degrees 09 minutes 27 seconds West, along the Easterly line of said Lawton Avenue, said line being also part of the Westerly line of Lot 2 and the Westerly
line of Lot 1 of said “Neumann’s Subdivision” (Liber 7 of Plats, Page 9, Wayne County Records), the Westerly line of Lots 8 through 2 inclusive of the “Subdivision of Lots No. 33,34, 35, 39 and 40 of Johnston Subdivision”,
(Liber 1 of Plats, Page 270, Wayne County Records) and the Westerly line of Lot 5 of said “Ferdinand Morrel’s Subdivision”, (Liber 4 of Plats, Page 22, Wayne County Records), a measured distance of 471.52 feet (described 470.85 feet)
to the point of intersection of said Street line with the Southerly of said Magnolia Street; thence North 67 degrees 13 minutes 58 seconds East, along the Southerly line of said Magnolia Street, said line being also the Northerly line of Lots 5 and
6 of said “Ferdinand Morrel’s Subdivision”, the Northerly end of a vacated alley (20 feet wide) and the Northerly line of Lot 59 of said “Bradish and Hubbard’s Subdivision”, (Liber 1 of Plats, Page 133, Wayne County
Records), a measured distance of 401.73 feet (recorded 401.28 feet) to the Northeasterly corner of said Lot 59; thence North 67 degrees 41 minutes 11 seconds East, continuing along the Southerly line of said Magnolia Street, said line being also the
Northerly end of vacated Humboldt Avenue (60 feet wide), a distance of 60.00 feet to an angle point in said Street line; thence continuing along the Southerly line of said Magnolia Street, North 67 degrees 28 minutes 25 seconds East, said line being
also the Northerly line of Lot 86 of said “Bradish and Hubbard’s Subdivision”, the Northerly end of a vacated alley (20 feet wide) and the Northerly line of said Lot 58 of said “Weitzel’s Plat”, a measured distance of
332.06 feet (recorded 330.78 feet) to the point of beginning. 
  










 SCHEDULE A 
 THE LAND 
  
 # 4677 
  
 PARKING LOT PARCEL: 
  
 Lots 492 through 508, Inclusive, part of Lot 491 including the vacated alley (20 foot wide)
lying adjacent to said lots of the “Subdivision of Part of The Stanton Farm, Private Claim 473”, City of Detroit, Wayne County, Michigan as recorded in Liber 1 of Plats, Page 255, Wayne County Records, and being more particularly described
as follows: Beginning at the intersection of the Southerly line of Magnolia Street (50 feet wide) with the Easterly line of Eighteenth Street (60 feet wide), said point being also the Northwesterly corner of Lot 500 of said “Subdivision of Part
of The Stanton Farm, Private Claim 473”, (Liber 1 of Plats, Page 255, Wayne County Records), proceeding thence from said point of beginning North 67 degrees 24 minutes 22 seconds East, along the Southerly line of said Magnolia Street, said line
being also the Northerly line of Lot 500, the Northerly end of a vacated alley (20 feet wide) and the Northerly line of Lot 501 of said subdivision, a distance of 323.10 feet to the point of intersection of said street line with the Westerly line of
Seventeenth Street (60 feet wide), said point being also the Northeasterly corner of said Lot 501; thence South 22 degrees 50 minutes 07 seconds East, along the Westerly line of said Seventeenth Street, said line being also the Easterly line of Lots
501 through 508 inclusive of said Subdivision, a distance of 396.00 feet to the Southeasterly corner of said Lot 508; thence South 67 degrees 24 minutes 22 seconds West, along the Southerly line of said Lot 508 and its Westerly extension across the
Southerly end of said vacated alley, a distance of 170.81 feet to the Northeasterly corner of Lot 492 of said Subdivision; thence South 22 degrees 59 minutes 15 seconds East, along the Westerly line of a public alley (20 feet wide), said line being
also the Easterly line of Lot 492 and part of the Easterly line of Lot 491 of said Subdivision, a distance of 99.33 feet to the point of intersection of said alley line with the Northerly line of Martin Luther King Jr. Boulevard (124 feet wide) as
now established; thence South 70 degrees 38 minutes 46 seconds West, along the Northerly line of said Martin Luther King Jr. Boulevard, as now established, a distance of 152.10 feet to the point of intersection of said Street line with the Easterly
line of said Eighteenth Street; thence North 22 degrees 55 minutes 17 seconds West, along the Easterly line of said Eighteenth Street, said line being also part of the Westerly line of said Lot 491 and all of the Westerly line of Lots 492 through
500 inclusive of said Subdivision, a measured distance of 485.74 feet (described 486.06 feet) to the point of beginning. 
  










 SCHEDULE A 
  
 4659 
 MN 
  
 County of Hennepin, State of Minnesota 
  
 PARCEL 1: 
  
 Lot 6, Block 6, Hidden Lakes PUD No. 74, Hennepin County, Minnesota. 
  
 PARCEL 2: 
  
 Non-exclusive easements for roadway, ingress and egress, and signage over and across portions
of Outlet A, Hidden Lakes PUD No. 74, as set forth in Easement Agreement dated August 11, 1997, filed February 13, 1998, as Document Number 2887297, Office of Registrar of Titles, Hennepin County, Minnesota. 
  
 (Tax Parcel No. for Parcel 1: 18-029-24-44-0015) 
  










 Facility # 772 
 WI 
  
 SCHEDULE A 
 THE LAND 
  
 Lots 16 through 22 inclusive, in Block 1, and all of Block 2, Riverhaven Subdivision, City of Wisconsin Rapids, Wood County, Wisconsin, according to the recorded plat; 
  
 AND 
  

All that portion of South Strawberry Lane in Said Riverhaven Subdivision lying between the Easterly extension line of Lot 18, in Block 1, and the Westerly extension
line of Lot 22, in Block 1, in said Subdivision, which portion of said roadway has been vacated by the City of Wisconsin Rapids, Wood County, Wisconsin. 
  
 Tax Key No. 34-05015 
  










 EXHIBIT B 
  
 PURCHASE PRICE ALLOCATION 
  

				
	 Property commonly known as:

	  	 Allocated
 portion of the
 Purchase Price:


	 1. Kindred Hospital Minnesota
	  	$	17,941,043
	 2. Kindred Hospital Metro Detroit
	  	$	15,501,307
	 3. Lexington Center for Health & Rehab
	  	$	9,877,734
	 4. Briarwood Health Care Nursing Center
	  	$	3,438,663
	 5. West Roxbury Manor
	  	$	1,775,077
	 6. Hamilton Rehab & Healthcare Center
	  	$	3,589,960
	 7. Family Heritage Med. & Rehab Center
	  	$	3,384,646
	 8. Homestead Health Center
	  	$	6,438,088
	 9. Star of David Nursing & Rehab/Alzheimer’s Center
	  	$	9,479,588
	 10. Westridge Healthcare Center
	  	$	7,573,894
	 	  	
	

	 TOTAL
	  	$	79,000,000

  

 B-1 









 EXHIBIT C 
  
 MASSACHUSETTS DEEDS 
  

 C-1 









 QUITCLAIM DEED WITH LIMITED WARRANTY 
  
 [Ventas Realty, Limited Partnership, a limited partnership] [Ventas Finance I, LLC, a limited liability company] duly established under the
laws of the State of Delaware (“Grantor”) and having its usual place of business at: 4360 Brownsboro Road, Suite 115, Louisville, Kentucky 40207, for consideration paid, and in full consideration of
$            , grants to                     , a
                     duly established under the laws of the State of Delaware (“Grantee”) and having its usual place of
business at                     , with no warranty covenants of any kind, except as specifically set forth below, the real estate described
below: 
  
 [See Exhibit A attached hereto and made a part
hereof] 
  
 Grantor does hereby warrant to Grantee that, as of the date of
this conveyance, Grantor owned fee simple title to the subject real estate free and clear of any mortgage or other lien securing borrowed indebtedness of Grantor. 
  
 [Signature Page Follows] 
  










 In witness whereof, the said Grantor has caused these presents to be signed, acknowledged and delivered in its name and
behalf by Ventas, Inc., a corporation duly incorporated in the State of Delaware, and the sole general partner of Grantor, this              day of
            , 2003. 
  

									
	 WITNESSES:
	 	 	 	 [VENTAS REALTY, LIMITED PARTNERSHIP, a
 Delaware limited partnership

				
	 By:
	 	 	 	 	 	 By: Ventas, Inc., a Delaware corporation, its sole general partner]

	 	 	
	 	 	 	 	 
				
	 	 	 	 	 	 	 [VENTAS FINANCE I, LLC, a Delaware limited
 liability company

					
	 	 	 	 	 	 	 By:
	 	 Ventas Finance I, Inc., its sole member]

					
	 Printed Name:
	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 


									
				
	 	 	 	 	 By:
	 	 
	 	 	 	 	 	 	 	

					
	By:	 	 	 	 	 	Name:	 	 
	 	 	
	
	
	 	 	 	

					
	 Printed Name:
	 	 	 	 	 	 Its:
	 	 
	 	 	
	 	 	 	 	 	


  
 The Commonwealth of
Massachusetts 
  
 State of
                                 
  
 County of
                             
  
 Then personally appeared the above named             ,
the              of [Ventas, Inc.] [Ventas Finance I, Inc.], a Delaware corporation and the [general partner of Ventas Realty, Limited Partnership, a Delaware limited partnership]
[sole member of Ventas Finance I, LLC, a Delaware limited liability company], and acknowledged the foregoing instrument to be the free act and deed of said corporation on behalf of said limited [partnership] [liability company] before me,

  

			
	 	  	 
	
	 	 
	 Notary Public—Justice of the Peace
	  	 

  
 My commission expires
                                        
20     
  










 EXHIBIT D 
  
 MICHIGAN DEED 
  

 D-1 









 COVENANT DEED 
  
 KNOW ALL MEN BY THESE PRESENTS THAT THE UNDERSIGNED, VENTAS REALTY LIMITED PARTNERSHIP, a Delaware limited partnership,
whose post office address is 4360 Brownsboro Road, Suite 115, Louisville, Kentucky 40207, hereinafter called the Grantor, for and in consideration of the sum of Ten and no/100 Dollars ($10.00) and other valuable considerations, receipt which of is
hereby fully acknowledged and confessed, has GRANTED, BARGAINED, SOLD and CONVEYED and by these presents does GRANT, BARGAIN, SELL and CONVEY unto
                    , a
                    , whose post office address is
                    , hereafter called the Grantee, without warranty covenant (except as expressly provided below), all of Grantor’s
right, title and interest, if any, in that certain land, situate in                      County, State of Michigan, described on Exhibit
“A” attached hereto and made a part hereof, together with all the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. 
  
 This deed is executed and delivered by the Grantor on a quitclaim basis and with no warranty of any kind or nature, except
that the Grantor does hereby warrant to the Grantee that, at the time of this conveyance, the Grantor owned fee simple title to the subject property, free and clear of any mortgage or other lien securing borrowed indebtedness of the Grantor.

  
 [SIGNATURE PAGE TO FOLLOW] 
  










 In witness whereof, the said Grantor has signed and sealed these presents the day and year first above
written. 
  

													
	WITNESSES:	 	 	 	GRANTOR:
			
	 	 	 	 	 VENTAS REALTY, LIMITED PARTNERSHIP,
 a Delaware limited partnership

						
	By:	 	 	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 	 	 
	 Name:
	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 	 
	 (Witness name must be printed in black ink.)
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 By:
	 	 
	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	Name:	 	 
	 	 	 	 	 	 	 	 	 	 	

	 By:
	 	 	 	 	 	 Title:
	 	 
	 	 	
	 	 	 	 	 	

	 Name:
	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 	 
	 (Witness name must be printed in black ink.)
	 	 	 	 	 	 

  










 Acknowledgments 
  

					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This instrument was
acknowledged before me on             , 2003, by T. Richard Riney, Executive Vice President, General Counsel and Secretary of Ventas, Inc., a Delaware corporation, in its capacity as
the general partner of Ventas Realty, Limited Partnership, a Delaware limited partnership, on behalf of the corporation, in its capacity as the general partner and on behalf of the aforesaid limited partnership. 
  

	
	
	 
	

	 Notary Public



  
 [Seal, if any, of notarial
officer] 
 My commission expires: 
  

			
	 	  	 
	
	 	 

  

			
		
	 This instrument prepared by:
 Joseph D. Lambert,
Esq.
 Barack Ferrazzano Kirschbaum
 Perlman & Nagelberg
LLC
 333 W. Wacker Drive, Suite 2700
 Chicago, Illinois
60606
	  	 After recording return to:
 Richard E. Myers,
Esq.
 Kindred Healthcare, Inc.
 680 South Fourth
Avenue
 Louisville, Kentucky 40202-2412


  










 EXHIBIT E 
  
 MINNESOTA DEED 
  

 E-1 









 QUITCLAIM DEED WITH LIMITED WARRANTY 
 Corporation or Partnership or Limited Liability Company to 
 Corporation or Partnership or Limited Liability
Company 
  

					
	No delinquent taxes and transfer entered; Certificate of Real Estate Value (    ) filed (            )
not required Certificate of Real Estate Value No.             	 	 
		
	            , 2003 	 	 
		
	
	 	 
	 	 	County Auditor	 	 
			
	by	 	  

	 	 
	 	 	Deputy	 	 
		
	 STATE DEED TAX DUE HEREON:
$                    
	 	 
		
	 Date:             , 2003
	 	(reserved for recording data)

  
 FOR VALUABLE CONSIDERATION, VENTAS
REALTY, LIMITED PARTNERSHIP, a limited partnership existing under and by virtue of the laws of the State of Delaware, Grantor, hereby conveys to             , a
             existing under the laws of the State of Delaware, Grantee, real property in
                     County, Minnesota, described as follows: 
  
 See Exhibit A attached hereto and made a part hereof. 
  
 [Address] 
 [parcel id number] 
 [parcel id number] 
  
 Together with all hereditaments and appurtenances belonging thereto, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all of the estate,
right, title, interest, claim or demand whatsoever, of the Grantor, either in law or equity, of, in and to the above described premises, with the hereditaments and appurtenances, without warranty of any kind except that Grantor does hereby warrant
to Grantee that, at the time of this conveyance, Grantor owned fee simple title to the described real property free and clear of any mortgage or other lien securing borrowed indebtedness of Grantor: TO HAVE AND TO HOLD the said premises as above
described, with the appurtenances, unto the Grantee, its heirs and assigns forever. 
  
 [signature page follows] 
  











									
	 	 	 VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware
 limited partnership

			
	 	 	 By:
	 	Ventas, Inc., a Delaware corporation and its sole general partner
				
	Affix Deed Tax Stamps Here	 	 	 	By:	 	 
	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Its:	 	 
	 	 	 	 	 	 	 	 	


  

 2 










					
	STATE OF                 	  	)	  	 
	 	  	)	  	SS.
	COUNTY OF             	  	)	  	 

  
 The foregoing was acknowledged before
me this      day of             , 2003, by
                     , the
                                 of Ventas, Inc., a Delaware corporation
and the sole general partner of Ventas Realty, Limited Partnership, a Delaware limited partnership. 
  

			
		
	NOTARIAL STAMP OR SEAL (OR OTHER TITLE	  	 
	OR RANK)	  	

	 	  	NOTARY PUBLIC
		
	THIS INSTRUMENT WAS DRAFTED BY:	  	 
		
	 Joseph D. Lambert, Esq.
 Barack Ferrazzano Kirschbaum
Perlman & Nagelberg
 LLC
 333 W. Wacker Drive
 Suite 2700
 Chicago, Illinois 60606
	  	 
		
	WHEN RECORDED RETURN TO:	  	 
		
	 	  	 
		
	 	  	 
		
	 	  	 
		
	 TAX STATEMENTS FOR THE REAL PROPERTY DESCRIBED IN THIS INSTRUMENT SHOULD BE
 SENT TO:
	  	 

  

 3 









 EXHIBIT A 
  

LEGAL DESCRIPTION 
  
 ADDRESS: 
  
 TAX PARCEL NO.: 
  










 EXHIBIT F 
  
 CONNECTICUT DEEDS 
  

 F-1 









 Quitclaim Deed With Limited Warranty 
  
 Know all men by these presents: 
  
 That for the consideration of $             received, Ventas Realty, Limited Partnership, a Delaware
limited partnership (hereinafter “Releasor”), does hereby remise, release and forever quitclaim unto              (hereinafter “Releasee”), its heirs, successors,
and assigns, all right and title Releasor has in or to: 
  
 [See
Exhibit A attached hereto and made a part hereof] 
  
 To have and to hold the
premises, unto             , the said Releasee, and to the successors, heirs and assigns of Releasee, to the only use and behoof of the said Releasee, its successors, heirs and
assigns forever, so that neither Ventas Realty, Limited Partnership, the said Releasor, nor any other person or persons in Releasor’s name and behalf shall or will hereafter claim or demand any right or title to the premises or any part
thereof, but they and every one of them shall by these presents be excluded and forever barred. Releasor hereby warrants to Releasee that, as of the date of this instrument, Releasor owned fee simple title to the described premises free and clear of
any mortgage or other lien securing borrowed indebtedness of Releasor. 
  
 In
witness whereof, Releasor has hereunto set its hand this              day of             , 2003. 
  

									
	Witnessed by:	 	 Releasor:

		
	 	 	 VENTAS REALTY, LIMITED PARTNERSHIP,
 a Delaware limited partnership

		
	 	 	 By: Ventas, Inc., a Delaware corporation, its general partner

	
	 	 	 
	Printed Name:	 	 	 	 
	 	 	
	 	 	 
				
	 	 	 	 	By:	 	 
	
	 	 	 	 	 	

	Printed Name:	 	 	 	 	 	Name:	 	 
	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	Its:	 	 
	 	 	 	 	 	 	 	 	


  
 State of
                     
  
 County of                  
  
 Personally appeared
            , signer of the foregoing instrument, and the              of Ventas, Inc., the general partner of
Ventas Realty, Limited Partnership, and acknowledged this instrument to be the free act and deed of said corporation on behalf of said limited partnership, before me. 
  

			
	

	Notary Public, State of	 	 
	 	 	




			
	County of	 	 
	 	 	



  










 EXHIBIT G 
  
 KENTUCKY DEED 
  

 G-1 









 Quitclaim Deed With Limited Warranty 
  
 This deed made this              day of
            , 2003, by and between Ventas Realty, Limited Partnership, a Delaware limited partnership (“Grantor”) with an address of 4360 Brownsboro Road, Suite 115,
Louisville, Kentucky 40207 and
                                        
                                        
                         (“Grantee”) with an address of
                                        
                                        
                                        
                            . 
  
 Witnesseth: 
  
 That for valuable consideration in the total amount of
                         ($            ) paid in cash,
the receipt of which is hereby acknowledged, Grantor does hereby convey, without warranty, except for the limited warranty set forth below, unto Grantee, the following described real estate situated in
             County, Kentucky, and being more particularly described as follows: 
  
 [See Exhibit A attached hereto] 
  
 Grantor does hereby warrant to Grantee that, at the time of this conveyance, Grantor owned fee simple title to the subject property free and clear of any mortgage or
other lien securing borrowed indebtedness of Grantor. 
  
 [Signature Page Follows] 
  










 In testimony whereof, witness the signature of Grantor the date and year first above written. 
  

					
	 VENTAS REALTY, LIMITED PARTNERSHIP,
 a
Delaware limited partnership

		
	By:	 	Ventas, Inc., a Delaware corporation, its general partner
	 	 	 	 	 
			
	 	 	By:	 	 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	


  
 State of Kentucky 
 County of                      
  
 The foregoing instrument was 
 acknowledged before me this              day 
 of
            , 2003. 
  

			
	 
	

	Notary Public, State of	 	 
	 	 	

	
	My commission expires:
	 
	


  










 Consideration Certificate 
  
 We, Ventas Realty, Limited Partnership, Grantor, and             ,
Grantee, do hereby certify, pursuant to KRS Chapter 382, that the above-stated consideration in the amount of $            , is the true, correct and full consideration paid for the
property herein conveyed. 
  

											
	State of Kentucky County of                     	 	 	 	GRANTOR:
			
	 	 	 	 	VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership
				
	The foregoing instrument was acknowledged before me this      day of           , 2003.	 	 	 	 By:
	 	Ventas, Inc., a Delaware corporation, its general partner
	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 
						
	Notary Public, State of	 	 	 	 	 	 	 	By:	 	 
	 	 	
	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	Name:	 	 
	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	 	 	 	 	

	My commission expires:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 

  

											
	State of Kentucky County of                     	 	 	 	GRANTEE:
					
	The foregoing instrument was acknowledged before me this      day of           ,
2003.	 	 	 	 	 	 By:
	 	  


	 	 	 	 	 	 Name:
	 	  


	 	 	 	 	 	 Its:
	 	  


				
	
	 	 	 	 	 	 
	Notary Public, State of	 	 	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	My commission expires:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 

  
 Prepared By: 
  
 Joseph D. Lambert, Esq. 
 Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLC 
 333 West Wacker Drive, Suite 2700 
 Chicago, Illinois 60606 
 (312) 629-5125 
  










 EXHIBIT H 
  
 WISCONSIN DEED 
  

 H-1 









 THIS INSTRUMENT PREPARED BY: 
  
 Joseph D. Lambert 
 Barack Ferrazzano Kirschbaum 
 Perlman & Nagelberg LLC 
 333 West Wacker Drive, Suite 2700 
 Chicago, Illinois 60606 
  

	
	AFTER RECORDING, RETURN TO:
	
	 
	

	 
	

	 
	

	 
	


  

  
 QUITCLAIM DEED WITH LIMITED WARRANTY 
  

BY 
  
 VENTAS REALTY, LIMITED PARTNERSHIP 
  
 TO 
  

  

  

											
	 	 	Master Lease No.:	 	 	 	 	 	 	 	 
	 	 	 	 	
	 	 	 	 	 	 
	 	 	Facility No.:	 	 	 	 	 	 	 	 
	 	 	 	 	
	 	 	 	 	 	 
	 	 	Property Address:	 	 	 	 	 	 	 	 
	 	 	 	 	
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
	 	 
	 	 	 	 	(                                 County)	 	 	 	 

  











					
	________________	 	 	 	 STATE BAR OF WISCONSIN FORM 3 – 2000 
 QUIT CLAIM DEED

	Document Number	 	 	 	WITH LIMITED WARRANTY

  
 This Deed, made
between Ventas Realty, Limited Partnership, Grantor, and                     , Grantee. 
  
 Grantor quit claims to Grantee with the limited warranty set forth below, the
following described real estate in                  County, State of Wisconsin (if more space is needed, please attach addendum): 
  
 [See Exhibit A attached hereto] 
  
 Together with all appurtenant rights, title and interests.

  
 This deed is executed and delivered by the Grantor on a quitclaim basis and
with no warranty of any kind or nature, except that the Grantor does hereby warrant to the Grantee that, at the time of this conveyance, the Grantor owned fee simple title to the subject property, free and clear of any mortgage or other lien
securing borrowed indebtedness of the Grantor. 
  

	
	
	 Recording Area

	

	 Name and Return Address



  
 Date this      day of             , 2003. 
  

	
	
	 
	

	 Parcel Identification Number (PIN)



  

					
	 VENTAS REALTY, LIMITED PARTNERSHIP,
 a
Delaware limited partnership

		
	By:	 	 Ventas, Inc., a Delaware corporation,
 its
general partner

			
	 	 	 By:
	 	 
	 	 	 	 	

	 	 	 Name:
	 	 
	 	 	 	 	

	 	 	 Title:
	 	 
	 	 	 	 	



  

			
	 ACKNOWLEDGMENT

	
	 STATE OF WISCONSIN  )

	                                        
     ) ss.

	                            County     )



  











	
	 Personally came before me this      day of             , 2003 the
above named              to me known to be the person          who executed the foregoing instrument and acknowledged the
same.

	
	 
	

	 Notary Public, State of
                     

	My commission expires                     


  










 EXHIBIT I 
  
 FIRPTA AFFIDAVIT 
  
 CERTIFICATION OF NONFOREIGN STATUS 
  
 Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign
person. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by Ventas Realty, Limited Partnership (“Seller”), Seller hereby certifies the following: 
  

	 	1.	Seller is a “United States Person” and is not a “foreign person” in accordance with and for the purpose of the provisions of Sections 7701 and 1445 (as may be
amended) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. 

  

	 	2.	Seller’s U. S. Employer Identification Number is 61-1324573. 

  

	 	3.	Seller’s office address is: c/o Ventas, Inc. 

                       4360 Brownsboro Road 
                       Suite
115 
                       Louisville, Kentucky 40207-1642 

			
		
	 	 	 

  
 The undersigned
understands that this certification may be disclosed to the Internal Revenue Service by transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. 
  
 Dated:
                    , 2003. 
  

					
	 VENTAS REALTY, LIMITED
 PARTNERSHIP, a Delaware limited
 partnership

		
	By:	 	Ventas, Inc.
	Its:	 	Sole General Partner
			
	 	 	By:	 	 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	 	 	

	 	 	Its:	 	 
	 	 	 	 	



  

 I-1 









 EXHIBIT J-1 
  
 PARTIAL LEASE TERMINATION OF MASTER LEASE NO. 1 
  

 J-1-1 










  
 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              day of
                    , 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 4th 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                     , 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 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 where expressly provided to the contrary. 
  
 9. Severability. In the event that any paragraph, section, sentence, clause or phrase contained in this Agreement
becomes or is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining paragraphs, sections, sentences, clauses or phrases contained in this Agreement shall not be affected thereby. 

 
 10. Counterparts. This Agreement and any amendment to this
Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument. 
  
 [Signature Page Follows] 
  

 2 









 IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first above
written. 
  

			
	TENANT: 
	
	 KINDRED HEALTHCARE, INC., a
 Delaware
corporation formerly known as
 Vencor, Inc.

		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

			
	TENANT: 
	
	 KINDRED HEALTHCARE OPERATING,
 INC., a Delaware corporation formerly
 known as Vencor Operating, Inc.

		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

					
	LESSOR:
	
	 VENTAS REALTY, LIMITED
 PARTNERSHIP, a Delaware limited
 partnership

		
	By:	 	 Ventas, Inc., a Delaware corporation,
 its
general partner

			
	 	 	 By:
	 	 
	 	 	 	 	

	 	 	 	 	 T. Richard Riney, Executive Vice
 President, General Counsel and
 Secretary



  

 3 









 Acknowledgments 
  

					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
             day of                     , 2003, personally came before me
                    , a Notary Public in and for said County and State,
                    , who being by me duly sworn, says that he is the
                     of KINDRED HEALTHCARE, INC., a Delaware corporation, and that the seal affixed to the foregoing instrument in writing is
the corporate seal of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said
                     acknowledged the said writing to be the act and deed of said corporation. 
  
 WITNESS my hand and notarial stamp/seal this
             day of                     , 2003. 
  

	
	
	 
	

	 Notary Public



  
 My Commission Expires:


	
	
	  
	

	 [Notarial Stamp/Seal]


  

					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
             day of                     , 2003, personally came before me
                    , a Notary Public in and for said County and State,
                    , who being by me duly sworn, says that he is the
                     of KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation, and that the seal affixed to the foregoing instrument in
writing is the corporate seal of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said
                     acknowledged the said writing to be the act and deed of said corporation. 
  
 WITNESS my hand and notarial stamp/seal this
             day of                     , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

 4 










					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
             day of                     , 2003, personally came before me
                    , a Notary Public in and for said County and State, T. Richard Riney, who being by me duly sworn, says that he is the
Executive Vice President, General Counsel and Secretary of VENTAS, INC., a Delaware corporation, in its capacity as the general partner of VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership, and that the seal affixed to the foregoing
instrument in writing is the corporate seal of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given, in its aforesaid general partner capacity on behalf of the aforesaid
limited partnership. And the said Executive Vice President, General Counsel and Secretary acknowledged the said writing to be the act and deed of said corporation, acting in such general partner capacity. 
  
 WITNESS my hand and notarial stamp/seal this
             day of                     , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

 5 









 CONSENT 
  
 The undersigned hereby consents to the terms of the foregoing instrument. 
  
 JPMORGAN CHASE BANK (formerly THE CHASE MANHATTAN BANK, successor by merger to MORGAN GUARANTY TRUST COMPANY OF NEW YORK), as administrative
agent and Collateral Agent under that certain $120,000,000 credit agreement, dated as of April 20, 2001, as amended, and as administrative agent and Collateral Agent under that certain $300,000,000 credit agreement, dated as of April 20, 2001, as
amended 
  

			
		
	 By:
	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	


  

					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
             day of                     , 2003, personally came before me
                    , a Notary Public in and for said County and State,
                    , who being by me duly sworn, says that he is the
                     of JPMORGAN CHASE BANK, a
                     corporation, and that the seal affixed to the foregoing instrument in writing is the corporate seal of said corporation,
and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said
                     acknowledged the said writing to be the act and deed of said corporation. 
  
 WITNESS my hand and notarial stamp/seal this
             day of                     , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

 6 









 Exhibit A 
  

Terminated Leased Properties 
  
 Master Lease No. 1 
  

					
	1.	  	 Kindred Hospital Minnesota
	  	- MN #4659
			
	2.	  	 Lexington Center for Health & Rehab
	  	- KY #783
			
	3.	  	 Briarwood Health Care Nursing Center
	  	- MA #527
			
	4.	  	 West Roxbury Manor
	  	        -MA #538
			
	5.	  	 Family Heritage Med. & Rehab Center
	  	- WI #772

  










 EXHIBIT J-2 
  
 PARTIAL LEASE TERMINATION OF MASTER LEASE NO. 2 
  

 J-2-1 










  
 MASTER LEASE NO. 2 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. 2 PARTIAL LEASE TERMINATION AGREEMENT 
  
 THIS MASTER LEASE NO. 2 PARTIAL LEASE TERMINATION AGREEMENT
(hereinafter this “Agreement” ) is dated as of the      day of                     , 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 4th Avenue, Louisville, Kentucky 40202. 
  
 RECITALS 
  
 A. Lessor and Tenant
entered into a certain Amended and Restated Master Lease Agreement No. 2 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                     , 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 One Million Nine
Hundred Thirty Eight Thousand Nine Hundred Thirty Eight and No/100 Dollars 

  










 
($1,938,938.00) 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 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 where expressly provided to the contrary. 
  
 9. Severability. In the event that any paragraph, section, sentence,
clause or phrase contained in this Agreement becomes or is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining paragraphs, sections, sentences, clauses or phrases contained in this
Agreement shall not be affected thereby. 
  
 10.
Counterparts. This Agreement and any amendment to this Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument. 
  
 [Signature Page Follows] 
  

 2 









 IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first above
written. 
  

			
	TENANT: 
	
	 KINDRED HEALTHCARE, INC., a
 Delaware
corporation formerly known as
 Vencor, Inc.

		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

			
	TENANT: 
	
	 KINDRED HEALTHCARE OPERATING,
 INC., a Delaware corporation formerly
 known as Vencor Operating, Inc.

		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

					
	LESSOR:
	
	 VENTAS REALTY, LIMITED
 PARTNERSHIP, a Delaware limited
 partnership

		
	By:	 	 Ventas, Inc., a Delaware corporation,
 its
general partner

			
	 	 	 By:
	 	 
	 	 	 	 	

	 	 	 	 	 T. Richard Riney, Executive Vice
 President, General Counsel and
 Secretary



  

 3 









 Acknowledgments 
  

					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
     day of                     , 2003, personally came before me
                    , a Notary Public in and for said County and State,
                    , who being by me duly sworn, says that he is the
                     of KINDRED HEALTHCARE, INC., a Delaware corporation, and that the seal affixed to the foregoing instrument in writing is
the corporate seal of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said
                     acknowledged the said writing to be the act and deed of said corporation. 
  
 WITNESS my hand and notarial stamp/seal this     
day of                     , 2003. 
  


	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
     day of                     , 2003, personally came before me
                    , a Notary Public in and for said County and State,
                    , who being by me duly sworn, says that he is the
                     of KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation, and that the seal affixed to the foregoing instrument in
writing is the corporate seal of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said
                     acknowledged the said writing to be the act and deed of said corporation. 
  
 WITNESS my hand and notarial stamp/seal this     
day of                     , 2003. 
  


	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

 4 










					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
     day of                     , 2003, personally came before me
                    , a Notary Public in and for said County and State, T. Richard Riney, who being by me duly sworn, says that he is the
Executive Vice President, General Counsel and Secretary of VENTAS, INC., a Delaware corporation, in its capacity as the general partner of VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership, and that the seal affixed to the foregoing
instrument in writing is the corporate seal of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given, in its aforesaid general partner capacity on behalf of the aforesaid
limited partnership. And the said Executive Vice President, General Counsel and Secretary acknowledged the said writing to be the act and deed of said corporation, acting in such general partner capacity. 
  
 WITNESS my hand and notarial stamp/seal this     
day of                     , 2003. 
  


	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

 5 









 CONSENT 
  
 The undersigned hereby consents to the terms of the foregoing instrument. 
  
 JPMORGAN CHASE BANK (formerly THE CHASE MANHATTAN BANK, successor by merger to MORGAN GUARANTY TRUST COMPANY OF NEW YORK), as administrative
agent and Collateral Agent under that certain $120,000,000 credit agreement, dated as of April 20, 2001, as amended, and as administrative agent and Collateral Agent under that certain $300,000,000 credit agreement, dated as of April 20, 2001, as
amended 
  

			
		
	 By:
	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	


  

					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
     day of                     , 2003, personally came before me
                    , a Notary Public in and for said County and State,
                    , who being by me duly sworn, says that he is the
                     of JPMORGAN CHASE BANK, a
                     corporation, and that the seal affixed to the foregoing instrument in writing is the corporate seal of said corporation,
and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said
                     acknowledged the said writing to be the act and deed of said corporation. 
  
 WITNESS my hand and notarial stamp/seal this     
day of                     , 2003. 
  


	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

 6 









 Exhibit A 
  

Terminated Leased Properties 
  
 Master Lease No. 2 
  

					
			
	1.	  	 Hamilton Rehab & Healthcare Center
	  	- CT #565
			
	2.	  	 Homestead Health Center
	  	- CT #1226
			
	3.	  	 Kindred Hospital Metro Detroit
	  	- MI #4677

  










 EXHIBIT J-3 
  
 PARTIAL LEASE TERMINATION OF MASTER LEASE NO. 4 
  

 J-3-1 










  
 MASTER LEASE NO. 4 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. 4 PARTIAL LEASE TERMINATION AGREEMENT 
  
 THIS MASTER LEASE NO. 4 PARTIAL LEASE TERMINATION AGREEMENT
(hereinafter this “Agreement” ) is dated as of the                  day of
            , 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 4th Avenue, Louisville, Kentucky 40202. 
  
 RECITALS 
  
 A. Lessor and Tenant entered into a certain Amended and Restated Master Lease Agreement No. 4 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                         , 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 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 Seven Hundred Nineteen Thousand Nine
Hundred Sixty Nine and No/100 Dollars ($719,969.00) 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 where expressly provided to the contrary. 
  
 9. Severability. In the event that any paragraph, section, sentence, clause or phrase contained in this Agreement
becomes or is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining paragraphs, sections, sentences, clauses or phrases contained in this Agreement shall not be affected thereby. 

 
 10. Counterparts. This Agreement and any amendment to this
Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument. 
  
 [Signature Page Follows] 
  

 2 









 IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first above
written. 
  

			
	 TENANT:
  
 KINDRED HEALTHCARE, INC., a
 Delaware corporation formerly known
as
 Vencor, Inc.

		
	 By:
	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

			
	 TENANT:
  
 KINDRED HEALTHCARE OPERATING,
 INC., a Delaware corporation
formerly
 known as Vencor Operating, Inc.

		
	 By:
	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

					
	
	 LESSOR:
  
 VENTAS REALTY, LIMITED
 PARTNERSHIP, a Delaware limited
 partnership

		
	By:	 	Ventas, Inc., a Delaware corporation, its general partner
			
	 	 	By:	 	 
	 	 	 	 	

	 	 	 	 	 T. Richard Riney, Executive Vice
 President, General Counsel and
 Secretary



  

 3 









 Acknowledgments 
  

					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
         day of                     , 2003, personally came before me
                                        
                , a Notary Public in and for said County and State,
                                        
                , who being by me duly sworn, says that he is the
                                        
                 of KINDRED HEALTHCARE, INC., a Delaware corporation, and that the seal affixed to the foregoing instrument in writing is the corporate seal of said
corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said
                                        
acknowledged the said writing to be the act and deed of said corporation. 
  
 WITNESS my hand and notarial stamp/seal this          day of
                    , 2003. 
  

			
	
	 
	

	 Notary Public



  
 My Commission Expires:

  

			
	
	 
	

	 [Notarial Stamp/Seal]


  

					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
         day of                     , 2003, personally came before me
                                        
                , a Notary Public in and for said County and State,
                                        
            , who being by me duly sworn, says that he is the
                                        
                     of KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation, and that the seal affixed to the foregoing instrument in
writing is the corporate seal of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said
                                        
acknowledged the said writing to be the act and deed of said corporation. 
  
 WITNESS my hand and notarial stamp/seal this          day of
                    , 2003. 
  

			
	
	 
	

	 Notary Public



  

			
	 My Commission Expires:

	
	 
	

	 [Notarial Stamp/Seal]


  

 4 










					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
         day of                     , 2003, personally came before me
                                        
            , a Notary Public in and for said County and State, T. Richard Riney, who being by me duly sworn, says that he is the Executive Vice President, General Counsel and Secretary
of VENTAS, INC., a Delaware corporation, in its capacity as the general partner of VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership, and that the seal affixed to the foregoing instrument in writing is the corporate seal of said
corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given, in its aforesaid general partner capacity on behalf of the aforesaid limited partnership. And the said Executive Vice
President, General Counsel and Secretary acknowledged the said writing to be the act and deed of said corporation, acting in such general partner capacity. 
  
 WITNESS my hand and notarial stamp/seal this          day of
                    , 2003. 
  

			
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

 5 









 CONSENT 
  
 The undersigned hereby consents to the terms of the foregoing instrument. 
  
 JPMORGAN CHASE BANK (formerly THE CHASE MANHATTAN BANK, successor by merger to MORGAN GUARANTY TRUST COMPANY OF NEW YORK), as administrative
agent and Collateral Agent under that certain $120,000,000 credit agreement, dated as of April 20, 2001, as amended, and as administrative agent and Collateral Agent under that certain $300,000,000 credit agreement, dated as of April 20, 2001, as
amended 
  

			
		
	 By:
	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	


  

					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
         day of                     , 2003, personally came before me
                                        
            , a Notary Public in and for said County and State,
                                        
    , who being by me duly sworn, says that he is the
                                        
         of JPMORGAN CHASE BANK, a
                                     corporation, and that the
seal affixed to the foregoing instrument in writing is the corporate seal of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said
                                        
     acknowledged the said writing to be the act and deed of said corporation. 
  
 WITNESS my hand and notarial stamp/seal this          day of
                    , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

 6 









 Exhibit A 
  

Terminated Leased Property 
  
 Master Lease No. 4 
  

			
	Star of David Nursing & Rehab/Alzheimer’s Center	  	 - MA #523


  










 EXHIBIT J-4 
  
 PARTIAL LEASE TERMINATION OF CMBS MASTER LEASE 
  

 J-4-1 










  
 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          day of
                    , 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 4th 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
                    , 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 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 where expressly provided to the contrary. 
  
 9. Severability. In the event that any paragraph, section, sentence, clause or phrase contained in this Agreement becomes or is held by any court of competent jurisdiction to be illegal, null or void or against
public policy, the remaining paragraphs, sections, sentences, clauses or phrases contained in this Agreement shall not be affected thereby. 
  
 10. Counterparts. This Agreement and any amendment to this Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto were upon the same instrument. 
  
 [Signature Page Follows] 
  

 2 









 IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first above
written. 
  

			
	 TENANT:
  
 KINDRED HEALTHCARE, INC., a
 Delaware corporation formerly known
as
 Vencor, Inc.

		
	 By:
	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

			
	 TENANT:
  
 KINDRED HEALTHCARE OPERATING,
 INC., a Delaware corporation
formerly
 known as Vencor Operating, Inc.

		
	 By:
	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

					
	
	 LESSOR:
  
 VENTAS FINANCE I, LLC, a Delaware
 limited liability company

		
	By:	 	 Ventas Finance I, Inc., its sole
 member

			
	 	 	By:	 	 
	 	 	 	 	

	 	 	 	 	 T. Richard Riney, Executive Vice
 President, General Counsel and
 Secretary



  

 3 









 Acknowledgments 
  

					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
         day of                     , 2003, personally came before me
                                        
            , a Notary Public in and for said County and State,
                                        
                , who being by me duly sworn, says that he is the
                                        
             of KINDRED HEALTHCARE, INC., a Delaware corporation, and that the seal affixed to the foregoing instrument in writing is the corporate seal of said corporation, and that
said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said
                                        
acknowledged the said writing to be the act and deed of said corporation. 
  
 WITNESS my hand and notarial stamp/seal this          day of
                    , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
         day of                     , 2003, personally came before me
                                        
                , a Notary Public in and for said County and State,
                                        
                , who being by me duly sworn, says that he is the
                                        
                 of KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation, and that the seal affixed to the foregoing instrument in writing is the corporate seal
of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said
                                        
acknowledged the said writing to be the act and deed of said corporation. 
  
 WITNESS my hand and notarial stamp/seal this          day of
                    , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

 4 










					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
         day of                     , 2003, personally came before me
                                        
            , a Notary Public in and for said County and State, T. Richard Riney, who being by me duly sworn, says that he is the Executive Vice President, General Counsel and Secretary
of VENTAS FINANCE I, INC., a Delaware corporation, in its capacity as the sole member of VENTAS FINANCE I, LLC, a Delaware limited liability company, and that the seal affixed to the foregoing instrument in writing is the corporate seal of said
corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given, in its aforesaid sole member capacity on behalf of the aforesaid limited liability company. And the said Executive Vice
President, General Counsel and Secretary acknowledged the said writing to be the act and deed of said corporation, acting in such sole member capacity. 
  
 WITNESS my hand and notarial stamp/seal this          day of
                    , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

 5 









 CONSENT 
  
 The undersigned hereby consents to the terms of the foregoing instrument. 
  
 JPMORGAN CHASE BANK (formerly THE CHASE MANHATTAN BANK, successor by merger to MORGAN GUARANTY TRUST COMPANY OF NEW YORK), as administrative
agent and Collateral Agent under that certain $120,000,000 credit agreement, dated as of April 20, 2001, as amended, and as administrative agent and Collateral Agent under that certain $300,000,000 credit agreement, dated as of April 20, 2001, as
amended 
  

			
		
	 By:
	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	


  

					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
         day of                     , 2003, personally came before me
                                        
            , a Notary Public in and for said County and State,
                                        
                , who being by me duly sworn, says that he is the
                                        
                     of JPMORGAN CHASE BANK, a
                                        
             corporation, and that the seal affixed to the foregoing instrument in writing is the corporate seal of said corporation, and that said writing was signed and sealed by him
on behalf of such corporation by its authority duly given. And the said
                                     acknowledged the said
writing to be the act and deed of said corporation. 
  
 WITNESS my
hand and notarial stamp/seal this          day of                     , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

 6 









 Exhibit A 
  

Terminated Leased Property 
  

			
	Westridge Healthcare Center	  	 - MA #528


  










 EXHIBIT K 
  
 MOL TERMINATION 
  
 [To be revised for Westridge to reflect Ventas Finance I, LLC as Lessor] 
  

  
 TERMINATION OF MEMORANDUM OF LEASE 
  
 BY AND AMONG

  
 KINDRED HEALTHCARE, INC. 
 (f/k/a Vencor Healthcare, Inc.), 
  
 KINDRED HEALTHCARE OPERATING, INC. 
 (f/k/a
Vencor Operating, Inc.), 
  
 AND 
  
 VENTAS REALTY, LIMITED PARTNERSHIP 
  

  

							
	 	 	Facility No.:	  	 	  	 
				
	 	 	Property Address:	  	 	  	 
	 	 	 	 	
	 	 
	 	 	 	  	 	  	 
	 	 	 	 	
	 	 
	 	 	 	  	 	  	 
	 	 	 	 	
	 	 
	 	 	 	  	 	  	 
	 	 	 	 	
	 	 

  

 K-1 









 TERMINATION OF MEMORANDUM OF LEASE 
  
 THIS TERMINATION OF MEMORANDUM OF LEASE (hereinafter this “Termination”) is to be effective as of the
                 day of             , 2003 (the “Effective Date”), and is by and
among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (“VRLP”) having an office at 4360 Brownsboro Road, Suite 115, Louisville, Kentucky 40207, KINDRED HEALTHCARE, INC., a Delaware corporation (f/k/a Vencor Healthcare,
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 4th Avenue, Louisville, Kentucky 40202. 

 
 RECITALS 
  
 A. VRLP and Tenant are parties to that certain Amended and Restated Master Lease Agreement No. __ dated as of April 20, 2001
(the “Lease”) demising to Tenant (i) the real property described on Exhibit A attached hereto and made a part hereof, together with the improvements thereon (the “Premises”), and (ii) multiple other
properties. 
  
 B. A Memorandum of Lease relating to the Lease as
it affects the Premises was heretofore filed for record on                     ,          in
                    ,                 , among the land
records of                  County, [State] (the “Memorandum”). 
  
 C. The Lease has been terminated with respect to the Premises, and Lessor and Tenant accordingly desire to have the
Memorandum terminated and released of record. 
  
 NOW, THEREFORE,
in consideration of the premises and other good and valuable consideration, the parties hereby agree as follows: 
  

	1.	Lessor and Tenant hereby terminate and release the Memorandum. 

  

	2.	This Termination is being executed and recorded solely to give notice that the Lease has been terminated with respect to the Premises, and to terminate the Memorandum and release
said Memorandum of record. 

  

	3.	This Termination may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument.


  
 [Signature Page Follows] 
  

 K-2 









 IN WITNESS WHEREOF, the parties hereto have executed these presents with an intended effective
date of             , 2003. 
  

							
	Signed, sealed and delivered in the presence of:	 	 	 	TENANT:
			
	  

 Witness
signature
	 	 	 	 KINDRED HEALTHCARE, INC., a
 Delaware corporation formerly known as
 Vencor Healthcare, Inc.

				
	 	 	 	 	By:	 	 
	
	 	 	 	 	 	

	 Printed name
	 	 	 	 Name:
	 	 
	 	 	 	 	 	 	

	 	 	 	 	 Title:
	 	 
	
	 	 	 	 	 	

	 Witness signature
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
	 	 	 	 	 	 
	 Printed name
	 	 	 	 	 	 

  

							
	Signed, sealed and delivered in the presence of:	 	 	 	TENANT:
			
	  

 Witness
signature
	 	 	 	 KINDRED HEALTHCARE OPERATING, INC.,
 a Delaware corporation formerly known as
 Vencor Operating, Inc.

				
	 	 	 	 	By:	 	 
	
	 	 	 	 	 	

	 Printed name
	 	 	 	 Name:
	 	 
	 	 	 	 	 	 	

	 	 	 	 	 Title:
	 	 
	
	 	 	 	 	 	

	 Witness signature
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
	 	 	 	 	 	 
	 Printed name
	 	 	 	 	 	 

  

							
	Signed, sealed and delivered in the presence of:	 	 	 	VRLP:
			
	  

 Witness
signature
	 	 	 	 VENTAS REALTY, LIMITED PARTNERSHIP, a
 Delaware limited partnership

				
	 	 	 	 	By:	 	Ventas, Inc., a Delaware corporation, its general partner
	
	 	 	 	 	 	 
	 Printed name
	 	 	 	 	 	 
				
	 	 	 	 	By:	 	 
	
	 	 	 	 	 	

	 Witness signature
	 	 	 	 Name:
	 	 
	 	 	 	 	 	 	

	 	 	 	 	 Title:
	 	 
	 	 	 	 	 	 	

	 	 	 	 	 	 	 
	
	 	 	 	 	 	 
	 Printed name
	 	 	 	 	 	 

  

 K-3 









 Acknowledgments 
  

					
	STATE OF ___________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF _________________    	 	)	  	 

  
 The foregoing
instrument was acknowledged before me this      day of                     , 2003, by
                                        
        , as
                                        
                 of KINDRED HEALTHCARE, INC., a Delaware corporation, on behalf of the corporation, and an oath was not taken. 
  
 (Check one):  ̈ said person(s) is/are personally known to me.  ̈ said person(s) provided the following type of identification:

  

  

  

  
 My commission expires:
                                        
            . 
  

	
	
	 
	

	 Notary Public

	 [Seal]



  

					
	STATE OF ___________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF _________________    	 	)	  	 

  
 The foregoing
instrument was acknowledged before me this      day of                         , 2003, by
                                        
    , as
                                        
                 of KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation, on behalf of the corporation, and an oath was not taken. 
  
 (Check one):  ̈ said person(s) is/are personally known to me.  ̈ said person(s) provided the following type of identification:

  

  

  

  
 My commission expires:
                                        
            . 
  

	
	
	 
	

	 Notary Public

	 [Seal]



  

 K-4 










					
	STATE OF ___________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF _________________    	 	)	  	 

  
 The foregoing
instrument was acknowledged before me on
                                    , 2003, by
                                        
                    ,
                                        
                     of VENTAS, INC., a Delaware corporation, in its capacity as the general partner of VENTAS REALTY, LIMITED PARTNERSHIP, a
Delaware limited partnership, on behalf of the corporation, in its capacity as the general partner on behalf of the aforesaid limited partnership and an oath was not taken. 
  
 (Check one):  ̈ said person(s)
is/are personally known to me.  ̈ said person(s) provided the following type of identification: 
  

  

  

  
 My commission expires:
                                        
    . 
  

	
	
	 
	

	 Notary Public

	 [Seal]



  

 K-5 









 EXHIBIT A TO TERMINATION 
  
 The Premises 
  

 K-6 









 EXHIBIT L-1 
  
 AMENDMENT OF MASTER LEASE NO. 1 
  

 L-1-1 










  
 MASTER LEASE NO. 1 AMENDMENT 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 AMENDMENT AGREEMENT 
  
 THIS MASTER LEASE NO. 1 AMENDMENT AGREEMENT (hereinafter this
“Agreement” ) is dated as of the          day of                     , 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 4th 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                     , 2003
(as the same may have been heretofore amended, amended and restated, supplemented, modified, renewed, extended or replaced, the “Sale/Amendment Agreement”). 
  
 C. Immediately prior hereto and pursuant to the Sale/Amendment Agreement, Lessor and Tenant entered into a certain Master
Lease No. 1 Partial Lease Termination Agreement bearing even date herewith (the “Partial Lease Termination”), pursuant to which the Lease was terminated as it applied to certain properties. 
  
 D. Lessor and Tenant desire to amend the Lease as it applies to the remaining
Leased Properties, after the aforesaid termination, 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. Base Rent and Current Rent Amendments. Relative to the
definitions of “Base Rent” and “Current Rent” contained in Section 2.1 of the Lease, Lessor and Tenant agree that the Base Rent and Current Rent for the Leased Properties remaining under the Lease after the termination
referenced in the Partial Lease Termination shall, for the period from [Insert date immediately following the Closing Date under the Sale/Amendment Agreement], 2003 

  

 2 









 
through April 30, 2004, be equal to Forty Seven Million One Hundred One Thousand Sixty Two and 41/100 Dollars ($47,101,062.41) per annum, and, for Rent
Calculation Years thereafter, Base Rent and Current Rent shall be determined as set forth in subsection (d) of the definition of “Base Rent” or subsection (b) of the definition of “Current Rent”, as applicable, contained in such
Section 2.1, in each case subject to the provisions of such definitions relative to the Reset Option and to the provisions of Article XIX relative to the amount of the Base Rent and Current Rent during Extended Terms. 
  
 3. New Section 40.18.1. Section 40.18.1 of the Lease is hereby
deleted in its entirety and replaced with the following: 
  
 “Section 40.18.1 If this Lease is combined pursuant to Section 40.18 with any other lease of any Master Lease Leased Property(ies), and this Lease is the Section 40.18 Lease, each Master Lease Leased Property included in
the Second Lease shall, following such combination, be a part of, and re-join, the Renewal Group of the same number as was applicable to such Master Lease Leased Property as of [Insert Closing Date under Sale/Amendment Agreement], as set
forth as of such date in Exhibit D to this Lease. Notwithstanding the foregoing, if this Lease is combined pursuant to Section 40.18 with that certain Master Lease Agreement dated as of December 12, 2001 between Ventas Finance I, LLC,
as successor to Ventas Realty, Limited Partnership, and Tenant, and this Lease is the Section 40.18 Lease, each Master Lease Leased Property included in such Second Lease shall, following such combination, be a part of, and re-join, the Renewal
Group of the same number as was originally applicable to such Master Lease Leased Property as of April 20, 2001, as set forth as of such date in Exhibit D to this Lease; provided that, if such original Renewal Group no longer exists as of the
date of such combination due to the combination of such Renewal Group with another Renewal Group, then such Master Lease Leased Property shall be a part of, and join, the Renewal Group into which such original Renewal Group was combined. 

 
 4. New Exhibit C. Effective as of [Insert date immediately
following the Closing Dated under the Sale/Amendment Agreement], Exhibit C to the Lease shall be amended and restated in its entirety to read as set forth in Attachment 1 to this Agreement. 
  
 5. New Exhibit D. Exhibit D to the Lease is hereby amended and
restated in its entirety to read as set forth in Attachment 2 to this Agreement. 
  
 6. No Other Amendments. Except as provided in this Agreement, the Lease remains in full force and effect without modification. 
  
 7. 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. 
  

 3 









 8. 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, with respect to such subject matter. 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. 
  
 9. 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. 
  
 10. 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 where expressly provided to the contrary. 
  
 11. Severability. In the event that any paragraph, section, sentence,
clause or phrase contained in this Agreement becomes or is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining paragraphs, sections, sentences, clauses or phrases contained in this
Agreement shall not be affected thereby. 
  
 12.
Counterparts. This Agreement and any amendment to this Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument. 
  
 [Signature Page Follows] 
  

 4 









 IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first above
written. 
  

			
	 TENANT:

	
	 KINDRED HEALTHCARE, INC., a Delaware corporation formerly known as
 Vencor, Inc.

		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

			
	 TENANT:

	
	 KINDRED HEALTHCARE OPERATING,
 INC., a Delaware corporation formerly
 known as Vencor Operating, Inc.

		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

					
	 LESSOR:

	
	 VENTAS REALTY, LIMITED
 PARTNERSHIP, a Delaware limited
 partnership

		
	By:	 	 Ventas, Inc., a Delaware corporation,
 its
general partner

			
	 	 	By:	 	 
	 	 	 	 	

	 	 	 	 	 T. Richard Riney, Executive Vice
 President, General
Counsel and
 Secretary



  

 5 









 Acknowledgments 
  

					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
         day of                     , 2003, personally came before me
            , a Notary Public in and for said County and State,             , who being by me duly sworn, says that
he is the              of KINDRED HEALTHCARE, INC., a Delaware corporation, and that the seal affixed to the foregoing instrument in writing is the corporate seal of said
corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said              acknowledged the said writing to
be the act and deed of said corporation. 
  
 WITNESS my hand and
notarial stamp/seal this          day of                     , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	My Commission Expires:
	
	  
	

	 [Notarial Stamp/Seal]


  

					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
             day of             , 2003, personally came before me
            , a Notary Public in and for said County and State,             , who being by me duly sworn, says that
he is the              of KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation, and that the seal affixed to the foregoing instrument in writing is the corporate seal of said
corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said              acknowledged the said writing to
be the act and deed of said corporation. 
  
 WITNESS my hand and
notarial stamp/seal this              day of             , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	My Commission Expires:
	
	  
	

	 [Notarial Stamp/Seal]


  

 6 










					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
         day of                     , 2003, personally came before me
            , a Notary Public in and for said County and State, T. Richard Riney, who being by me duly sworn, says that he is the Executive Vice President, General Counsel and
Secretary of VENTAS, INC., a Delaware corporation, in its capacity as the general partner of VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership, and that the seal affixed to the foregoing instrument in writing is the corporate seal
of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given, in its aforesaid general partner capacity on behalf of the aforesaid limited partnership. And the said Executive Vice
President, General Counsel and Secretary acknowledged the said writing to be the act and deed of said corporation, acting in such general partner capacity. 
  
 WITNESS my hand and notarial stamp/seal this          day of
                    , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	My Commission Expires:
	
	  
	

	 [Notarial Stamp/Seal]


  

 7 









 CONSENT 
  
 The undersigned hereby consents to the terms of the foregoing instrument. 
  
 JPMORGAN CHASE BANK (formerly THE CHASE MANHATTAN BANK, successor by merger to MORGAN GUARANTY TRUST COMPANY OF NEW YORK), as administrative
agent and Collateral Agent under that certain $120,000,000 credit agreement, dated as of April 20, 2001, as amended, and as administrative agent and Collateral Agent under that certain $300,000,000 credit agreement, dated as of April 20, 2001, as
amended 
  

			
		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	


  

					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
         day of                     , 2003, personally came before me
            , a Notary Public in and for said County and State,             , who being by me duly sworn, says that
he is the              of JPMORGAN CHASE BANK, a              corporation, and that the seal affixed to the
foregoing instrument in writing is the corporate seal of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said
             acknowledged the said writing to be the act and deed of said corporation. 
  
 WITNESS my hand and notarial stamp/seal this          day of
                    , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	My Commission Expires:
	
	  
	

	 [Notarial Stamp/Seal]


  

 8 









 ATTACHMENT 1 
  
 Exhibit C 
  
 Allocation Schedule – Applicable Transferred Property Percentages 
  

								
	Facility
ID

	  	 Facility Name

	  	Base Rent
Commencing
July 1, 2003

	  	Percentage of Master
Lease Commencing
[Insert date immediately
following the Closing Date
under
the
Sale/Amendment
Agreement]

	 
	114	  	 Arden Rehab & Healthcare Center
	  	506,191.44	  	1.0747	%
	127	  	 Northwest Continuum Care Center
	  	464,995.61	  	0.9872	%
	132	  	 Madison Healthcare & Rehab Center
	  	360,274.48	  	0.7649	%
	140	  	 Wasatch Care Center
	  	371,987.25	  	0.7898	%
	185	  	 Heritage Health & Rehab Center
	  	38,917.11	  	0.0826	%
	191	  	 Silas Creek Manor
	  	508,544.73	  	1.0797	%
	198	  	 Harrington House Nursing & Rehab Center
	  	825,796.54	  	1.7532	%
	218	  	 Cascade Rehab & Care Center
	  	329,594.66	  	0.6998	%
	327	  	 Laurel Ridge Rehab & Nursing Center
	  	356,064.36	  	0.7560	%
	409	  	 Mountain Valley Care & Rehab
	  	295,028.28	  	0.6264	%
	416	  	 Park Place Health Care Center
	  	923,956.89	  	1.9616	%
	433	  	 Parkview Acres Care & Rehab Center
	  	339,101.98	  	0.7199	%
	436	  	 Valley Healthcare & Rehab Center
	  	390,648.08	  	0.8294	%
	441	  	 Mountain Towers Healthcare & Rehab
	  	212,106.96	  	0.4503	%
	452	  	 Sunnyside Care Center
	  	233,668.94	  	0.4961	%
	462	  	 Queen Anne Healthcare
	  	596,850.79	  	1.2672	%
	507	  	 Country Manor Rehab & Nursing Center
	  	1,059,194.88	  	2.2488	%
	516	  	 Hammersmith House Nursing Care Center
	  	154,800.30	  	0.3287	%
	518	  	 Timberlyn Heights Nursing & Alzheimer’s Center
	  	426,290.67	  	0.9051	%
	525	  	 La Veta Healthcare Center
	  	445,393.79	  	0.9456	%
	550	  	 Norway Rehab & Living Center
	  	176,705.55	  	0.3752	%
	552	  	 Shore Village Rehab & Nursing Center
	  	299,480.13	  	0.6358	%
	555	  	 Brentwood Manor Rehab & Nursing Center
	  	178,300.69	  	0.3785	%
	558	  	 Fieldcrest Manor Nursing Home
	  	213,444.98	  	0.4532	%
	562	  	 Andrew House Healthcare
	  	370,186.85	  	0.7859	%
	567	  	 Nutmeg Pavilion Healthcare
	  	546,789.98	  	1.1609	%
	577	  	 Minerva Park Nursing & Rehab Center
	  	384,626.52	  	0.8166	%
	582	  	 Colony House Nursing & Rehab Center
	  	351,106.91	  	0.7454	%
	640	  	 Las Vegas Healthcare & Rehab Center
	  	381,700.18	  	0.8104	%
	738	  	 Bay View Nursing & Rehab Center
	  	276,327.97	  	0.5867	%
	742	  	 Sonoran Rehab & Care Center
	  	332,158.57	  	0.7052	%

  

 1 










								
	Facility
ID

	  	 Facility Name

	  	Base Rent
Commencing
July 1, 2003

	  	Percentage of Master
Lease Commencing
[Insert date immediately
following the Closing Date
under
the
Sale/Amendment
Agreement]

	 
	745	  	 Aurora Care Center
	  	565,721.90	  	1.2011	%
	767	  	 Colony Oaks Care Center
	  	318,298.47	  	0.6758	%
	769	  	 North Ridge Med. & Rehab Center
	  	677,766.45	  	1.4390	%
	779	  	 Westview Nursing & Rehab Center
	  	430,744.96	  	0.9145	%
	784	  	 Northfield Center for Health & Rehab
	  	670,977.51	  	1.4245	%
	806	  	 Chapel Hill Rehab & Healthcare Center
	  	244,502.00	  	0.5191	%
	868	  	 Lebanon County Manor
	  	278,481.10	  	0.5912	%
	4602	  	 Kindred Hospital So. Florida Coral Gables Campus
	  	796,042.86	  	1.6901	%
	4618	  	 Kindred Hospital Oklahoma City
	  	1,077,710.11	  	2.2881	%
	4619	  	 Kindred Hospital Pittsburgh
	  	1,366,997.92	  	2.9023	%
	4620	  	 LaGrange Community Hospital
	  	572,401.51	  	1.2153	%
	4628	  	 Kindred Hospital Chattanooga
	  	818,603.37	  	1.7380	%
	4633	  	 Kindred Hospital Louisville
	  	3,265,349.87	  	6.9326	%
	4637	  	 Kindred Hospital Chicago North Campus
	  	5,762,820.31	  	12.2350	%
	4638	  	 Kindred Hospital Indianapolis
	  	1,830,265.32	  	3.8858	%
	4652	  	 Kindred Hospital North Florida
	  	3,335,504.01	  	7.0816	%
	4656	  	 Kindred Hospital Phoenix
	  	865,391.60	  	1.8373	%
	4680	  	 Kindred Hospital St. Louis
	  	1,031,494.16	  	2.1900	%
	4690	  	 Kindred Hospital Chicago Northlake Campus
	  	1,765,941.31	  	3.7493	%
	4693	  	 Menlo Park Surgical Hospital
	  	749,303.03	  	1.5908	%
	4822	  	 Kindred Hospital San Francisco Bay Area
	  	1,660,901.98	  	3.5263	%
	4842	  	 Kindred Hospital Westminster
	  	4,775,210.52	  	10.1382	%
	4848	  	 Kindred Hospital San Diego
	  	1,890,396.07	  	4.0135	%
	 	  	 	  	
	  	
	

	 	  	 Total
	  	47,101,062.41	  	100.0000	%
	 	  	 	  	
	  	
	


  

 2 









 ATTACHMENT 2 
  
 EXHIBIT D 
 Renewal Groups 
  
 Master Lease #1

  

													
	 	  	Facility ID

	  	 Name

	  	 City

	  	State

	  	 Lease Expiration
 Date

	  	Renewal
Group
Number


	1	  	4822	  	 Kindred Hospital - San Francisco Bay Area
	  	San Leandro	  	CA	  	April 30, 2008	  	#1
	2	  	4618	  	 Kindred Hospital - Oklahoma City
	  	Oklahoma City	  	OK	  	April 30, 2008	  	#1
	3	  	779	  	 Westview Nursing & Rehab. Center
	  	Bedford	  	IN	  	April 30, 2008	  	#1
	4	  	784	  	 Northfield Centre for Health & Rehab.
	  	Louisville	  	KY	  	April 30, 2008	  	#1
	5	  	577	  	 Minerva Park Nursing & Rehab. Ctr.
	  	Columbus	  	OH	  	April 30, 2008	  	#1
	6	  	132	  	 Madison Healthcare & Rehab. Ctr.
	  	Madison	  	TN	  	April 30, 2008	  	#1
	7	  	4619	  	 Kindred Hospital – Pittsburgh
	  	Oakdale	  	PA	  	April 30, 2008	  	#2
	8	  	562	  	 Andrew House Healthcare
	  	New Britain	  	CT	  	April 30, 2008	  	#2
	9	  	507	  	 Country Manor Rehab. & Nsg. Center
	  	Newburyport	  	MA	  	April 30, 2008	  	#2
	10	  	582	  	 Colony House Nsg. & Rehab. Ctr.
	  	Abington	  	MA	  	April 30, 2008	  	#2

  

 1 










													
	 	  	Facility ID

	  	 Name

	  	City

	  	State

	  	 Lease Expiration
 Date

	  	Renewal
Group
Number


	11	  	550	  	 Norway Rehabilitation & Living Center
	  	Norway	  	ME	  	April 30, 2008	  	#2
	12	  	558	  	 Fieldcrest Manor Nursing Home
	  	Waldoboro	  	ME	  	April 30, 2008	  	#2
	13	  	806	  	 Chapel Hill Rehab. & Healthcare Ctr.
	  	Chapel Hill	  	NC	  	April 30, 2008	  	#2
	14	  	767	  	 Colony Oaks Care Center
	  	Appleton	  	WI	  	April 30, 2008	  	#2
	15	  	4693	  	 Menlo Park Surgical Center
	  	Menlo Park	  	CA	  	April 30, 2008	  	#3
	16	  	4842	  	 Kindred Hospital – Westminster
	  	Westminster	  	CA	  	April 30, 2008	  	#3
	17	  	525	  	 La Veta Healthcare Center
	  	Orange	  	CA	  	April 30, 2008	  	#3
	18	  	416	  	 Park Place Health Care Center
	  	Great Falls	  	MT	  	April 30, 2008	  	#3
	19	  	140	  	 Wasatch Care Center
	  	Ogden	  	UT	  	April 30, 2008	  	#3
	20	  	114	  	 Arden Rehabilitation & Healthcare Ctr.
	  	Seattle	  	WA	  	April 30, 2008	  	#3
	21	  	4638	  	 Kindred Hospital – Indianapolis
	  	Indianapolis	  	IN	  	April 30, 2013	  	#4
	22	  	436	  	 Valley Healthcare & Rehab. Center
	  	Tucson	  	AZ	  	April 30, 2013	  	#4
	23	  	742	  	 Sonoran Rehab & Care Center
	  	Phoenix	  	AZ	  	April 30, 2013	  	#4
	24	  	738	  	 Bay View Nursing & Rehab. Center
	  	Alameda	  	CA	  	April 30, 2013	  	#4
	25	  	640	  	 Las Vegas Healthcare & Rehab. Ctr.
	  	Las Vegas	  	NV	  	April 30, 2013	  	#4

  

 2 










													
	 	  	Facility ID

	  	 Name

	  	City

	  	State

	  	 Lease Expiration
 Date

	  	Renewal
Group
Number


	26	  	462	  	 Queen Anne Healthcare
	  	Seattle	  	WA	  	April 30, 2013	  	#4
	27	  	4633	  	 Kindred Hospital – Louisville
	  	Louisville	  	KY	  	April 30, 2013	  	#4
	28	  	327	  	 Laurel Ridge Rehab. & Nursing Ctr.
	  	Jamaica Plain	  	MA	  	April 30, 2013	  	#4
	29	  	552	  	 Shore Village Rehab. & Nursing Ctr.
	  	Rockland	  	ME	  	April 30, 2013	  	#4
	30	  	555	  	 Brentwood Rehab. & Nsg. Center
	  	Yarmouth	  	ME	  	April 30, 2013	  	#4
	31	  	4620	  	 Kindred Hospital – LaGrange
	  	LaGrange	  	IN	  	April 30, 2010	  	#6
	32	  	191	  	 Silas Creek Manor
	  	Winston-Salem	  	NC	  	April 30, 2010	  	#6
	33	  	868	  	 Lebanon Country Manor
	  	Lebanon	  	OH	  	April 30, 2010	  	#6
	34	  	4602	  	 Vencor Hospital - Coral Gables
	  	Coral Gables	  	FL	  	April 30, 2010	  	#7
	35	  	4652	  	 Kindred Hospital - North Florida
	  	Green Cove Spr.	  	FL	  	April 30, 2010	  	#7
	36	  	567	  	 Nutmeg Pavilion Healthcare
	  	New London	  	CT	  	April 30, 2010	  	#7
	37	  	516	  	 Hammersmith House Nsg. Care Ctr.
	  	Saugus	  	MA	  	April 30, 2010	  	#7
	38	  	518	  	 Timberlyn Heights Nsg. & Alz. Ctr.
	  	Great Barrington	  	MA	  	April 30, 2010	  	#7
	39	  	4656	  	 Kindred Hospital – Phoenix
	  	Phoenix	  	AZ	  	April 30, 2010	  	#8
	40	  	4848	  	 Kindred Hospital - San Diego
	  	San Diego	  	CA	  	April 30, 2010	  	#8

  

 3 










													
	 	  	Facility ID

	  	 Name

	  	City

	  	State

	  	 Lease Expiration
 Date

	  	Renewal
Group
Number


	41	  	745	  	 Aurora Care Center
	  	Aurora	  	CO	  	April 30, 2010	  	#8
	42	  	218	  	 Cascade Care Center
	  	Caldwell	  	ID	  	April 30, 2010	  	#8
	43	  	409	  	 Mountain Valley Care and Rehab.
	  	Kellogg	  	ID	  	April 30, 2010	  	#8
	44	  	433	  	 Parkview Acres Care & Rehab Ctr.
	  	Dillon	  	MT	  	April 30, 2010	  	#8
	45	  	441	  	 Mountain Towers Healthcare & Rehab
	  	Cheyenne	  	WY	  	April 30, 2010	  	#8
	46	  	4680	  	 Kindred Hospital - St. Louis
	  	St. Louis	  	MO	  	April 30, 2010	  	#9
	47	  	4628	  	 Kindred Hospital – Chattanooga
	  	Chattanooga	  	TN	  	April 30, 2010	  	#9
	48	  	198	  	 Harrington House Nsg. & Rehab. Ctr.
	  	Walpole	  	MA	  	April 30, 2010	  	#9
	49	  	4690	  	 Kindred Hospital - Chicago (Northlake Campus)
	  	Northlake	  	IL	  	April 30, 2010	  	#6
	50	  	4637	  	 Kindred Hospital – Chicago North
	  	Chicago	  	IL	  	April 30, 2010	  	#6
	51	  	452	  	 Sunnyside Care Center
	  	Salem	  	OR	  	April 30, 2010	  	#6
	52	  	127	  	 Northwest Continuum Care Center
	  	Longview	  	WA	  	April 30, 2010	  	#6
	53	  	185	  	 Heritage Health & Rehab. Center
	  	Vancouver	  	WA	  	April 30, 2010	  	#6
	54	  	769	  	 North Ridge Med. & Rehab. Center
	  	Manitowoc	  	WI	  	April 30, 2010	  	#6

  

 4 









 EXHIBIT L-2 
  
 AMENDMENT OF MASTER LEASE NO. 2 
  

 L-2-1 










  
 MASTER LEASE NO. 2 AMENDMENT 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. 2 AMENDMENT AGREEMENT 
  
 THIS MASTER LEASE NO. 2 AMENDMENT AGREEMENT (hereinafter this
“Agreement” ) is dated as of the              day of             , 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 4th Avenue, Louisville, Kentucky 40202. 
  
 RECITALS 
  
 A. Lessor and Tenant
entered into a certain Amended and Restated Master Lease Agreement No. 2 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 ___________, 2003 (as the same may have been heretofore amended, amended and restated, supplemented, modified, renewed, extended or
replaced, the “Sale/Amendment Agreement”). 
  
 C.
Immediately prior hereto and pursuant to the Sale/Amendment Agreement, Lessor and Tenant entered into a certain Master Lease No. 2 Partial Lease Termination Agreement bearing even date herewith (the “Partial Lease Termination”),
pursuant to which the Lease was terminated as it applied to certain properties. 
  
 D. Lessor and Tenant desire to amend the Lease as it applies to the remaining Leased Properties, after the aforesaid termination, 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. Base Rent and Current Rent Amendments. Relative to the definitions of “Base Rent” and “Current Rent” contained in Section
2.1 of the Lease, Lessor and Tenant agree that the Base Rent and Current Rent for the Leased Properties remaining under the Lease after the termination referenced in the Partial Lease Termination shall, for the period from [Insert date
immediately following the Closing Date under the Sale/Amendment Agreement], 2003 

  

 2 









 
through April 30, 2004, be equal to Forty Million Six Hundred One Thousand Five Hundred Fifty Two and 86/100 Dollars ($40,601,552.86) per annum, and, for
Rent Calculation Years thereafter, Base Rent and Current Rent shall be determined as set forth in subsection (d) of the definition of “Base Rent” or subsection (b) of the definition of “Current Rent”, as applicable, contained in
such Section 2.1, in each case subject to the provisions of such definitions relative to the Reset Option and to the provisions of Article XIX relative to the amount of the Base Rent and Current Rent during Extended Terms. 

 
 3. New Exhibit C. Effective as of [Insert date immediately
following the Closing Date under the Sale/Amendment Agreement], Exhibit C to the Lease shall be amended and restated in its entirety to read as set forth in Attachment 1 to this Agreement. 
  
 4. New Exhibit D. Exhibit D to the Lease is hereby amended and
restated in its entirety to read as set forth in Attachment 2 to this Agreement. 
  
 5. Exhibit A Amendments. Tenant and Lessor hereby further amend the Lease in the manner provided in Exhibit A attached hereto and made a part hereof. 
  
 6. No Other Amendments. Except as provided in this Agreement, the
Lease remains in full force and effect without modification. 
  
 7. 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. 

 
 8. 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, with respect to such subject matter. 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. 
  
 9. 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. 
  
 10. 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 where expressly provided to the contrary. 
  
 11. Severability. In the event that any paragraph, section, sentence,
clause or phrase contained in this Agreement becomes or is held by any court of competent jurisdiction 

  

 3 









 
to be illegal, null or void or against public policy, the remaining paragraphs, sections, sentences, clauses or phrases contained in this Agreement shall not
be affected thereby. 
  
 12. Counterparts. This Agreement
and any amendment to this Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument. 
  
 [Signature Page Follows] 
  

 4 









 IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first above
written. 
  

			
	TENANT:
	
	KINDRED HEALTHCARE, INC., a Delaware corporation formerly known as Vencor, Inc.
		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

			
	TENANT:
	
	KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation formerly known as Vencor Operating, Inc.
		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

					
	LESSOR:
	
	 VENTAS REALTY, LIMITED PARTNERSHIP,
 a
Delaware limited partnership

		
	 By:
	 	Ventas, Inc., a Delaware corporation, its general partner
			
	 	 	By:	 	 
	 	 	 	 	

	 	 	 	 	T. Richard Riney, Executive Vice President, General Counsel and Secretary


  

 5 









 Acknowledgments 
  

					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
             day of                     , 2003, personally came before me
                    , a Notary Public in and for said County and State,
                    , who being by me duly sworn, says that he is the
                     of KINDRED HEALTHCARE, INC., a Delaware corporation, and that the seal affixed to the foregoing instrument in writing is
the corporate seal of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said
                     acknowledged the said writing to be the act and deed of said corporation. 
  
 WITNESS my hand and notarial stamp/seal this
             day of                     , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
             day of                     , 2003, personally came before me
                    , a Notary Public in and for said County and State,
                    , who being by me duly sworn, says that he is the
                     of KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation, and that the seal affixed to the foregoing instrument in
writing is the corporate seal of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said
                     acknowledged the said writing to be the act and deed of said corporation. 
  
 WITNESS my hand and notarial stamp/seal this
             day of                     , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

 6 










					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
             day of                     , 2003, personally came before me
                    , a Notary Public in and for said County and State, T. Richard Riney, who being by me duly sworn, says that he is the
Executive Vice President, General Counsel and Secretary of VENTAS, INC., a Delaware corporation, in its capacity as the general partner of VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership, and that the seal affixed to the foregoing
instrument in writing is the corporate seal of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given, in its aforesaid general partner capacity on behalf of the aforesaid
limited partnership. And the said Executive Vice President, General Counsel and Secretary acknowledged the said writing to be the act and deed of said corporation, acting in such general partner capacity. 
  
 WITNESS my hand and notarial stamp/seal this
             day of                     , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

 7 









 CONSENT 
  
 The undersigned hereby consents to the terms of the foregoing instrument. 
  
 JPMORGAN CHASE BANK (formerly THE CHASE MANHATTAN BANK, successor by merger to MORGAN GUARANTY TRUST COMPANY OF NEW YORK), as administrative
agent and Collateral Agent under that certain $120,000,000 credit agreement, dated as of April 20, 2001, as amended, and as administrative agent and Collateral Agent under that certain $300,000,000 credit agreement, dated as of April 20, 2001, as
amended 
  

			
		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	


  

					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
             day of                     , 2003, personally came before me
                    , a Notary Public in and for said County and State,
                    , who being by me duly sworn, says that he is the
                     of JPMORGAN CHASE BANK, a
                     corporation, and that the seal affixed to the foregoing instrument in writing is the corporate seal of said corporation,
and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said
                     acknowledged the said writing to be the act and deed of said corporation. 
  
 WITNESS my hand and notarial stamp/seal this
             day of                     , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

 8 









 Exhibit A 
  
 Additional Amendments to Lease 
  
 Lessor and Tenant hereby further amend the Lease in the following respects: 
  

	(a)	Section 1.3.5 of the Lease is hereby amended by deleting therefrom the reference to “Lessor” and substituting in its place a reference to “Ventas, Inc.”.


  

	(b)	The definition of “Master Lease Leased Properties” contained in Section 2.1 of the Lease is hereby amended and restated in its entirety as follows:
““Master Lease Leased Properties”: The Leased Properties under Amended and Restated Master Lease Agreement No. 2 dated as of the Effective Date and entered into by Ventas Realty, Limited Partnership and Tenant, exclusive of any
Leased Properties that, pursuant to Section 40.17 below or the corresponding section of such Amended and Restated Master Lease Agreement No. 2 or of any New Lease derived, directly or indirectly, therefrom, are transferred into a New Master
Lease in accordance with the requirements of any such Section 40.17.” 

  

	(c)	The definition of “Medicaid” contained in Section 2.1 of the Lease is hereby amended by deleting therefrom the reference to “XVIII” and substituting in
its place a reference to “XIX”. 

  

	(d)	The definition of “Tax Refund Escrow Agreement” contained in Section 2.1 of the Lease is hereby amended by deleting therefrom the reference to “Lessor”
and substituting in its place a reference to “Ventas Realty, Limited Partnership.” 

  

	(e)	The penultimate sentence of Section 6.2 of the Lease is hereby amended by deleting therefrom the words “disposed of in accordance” and substituting in their place
the words “dispose of the same in accordance”. 

  

	(f)	The second sentence of Section 22.1 of the Lease is hereby amended and restated in its entirety as follows: “Lessor has heretofore approved the Leasehold Mortgages dated
April 20, 2001 securing the Tenant Senior Secured Notes and the Exit Financing, provided that such approval shall not constitute an agreement by Lessor to be bound by the terms of any such Leasehold Mortgage.” 

  

	(g)	 The last sentence of Section 25.1.11 of the Lease is hereby amended and restated in its entirety as follows: “To the extent that any of the Master Lease
Leased Properties are the subject of a New Lease derived, directly or indirectly, from Amended and Restated Master Lease Agreement No. 2, Tenant shall continue to have the right to assign or sublet such Master Lease Leased Properties upon compliance
with this Section 25.1.11 or the corresponding section of such New Lease, as applicable, but such right to assign or sublet, whether under Section 25.1.11 of Amended and Restated Master Lease Agreement No. 2 or the 



  

 1 










	 	 
corresponding section of any and all New Leases derived, directly or indirectly, from Amended and Restated Master Lease Agreement No. 2, shall never exceed
ten percent (10%) in the aggregate of the nursing centers included within the Master Lease Leased Properties or two (2) hospitals included within the Master Lease Leased Properties.” 


  

	(h)	Article XXVI of the Lease is hereby amended by adding thereto the following new Section 26.4: “Section 26.4 Non-Ventas Lessors. Notwithstanding anything to
the contrary contained in this Article XXVI, if and for so long as the lessor under this Lease is not a Ventas Lessor, Tenant (a) shall not be required under this Lease to provide to such non-Ventas Lessor Facility-specific information
related to Facilities or Leased Properties which are not included in this Lease, (b) shall exclude from consolidated facility information that is required under Section 26.1 of this Lease facility information which relates to Facilities or
Leased Properties not included in this Lease, and (c) shall continue to be required to provide information relative to Tenant, as opposed to Leased Properties and Facilities, on the same basis as such information is provided to a Ventas
Lessor.” 

  

	(i)	Section 36.1.1 of the Lease is hereby amended by deleting therefrom the reference to “general partner” and substituting in its place a reference to
“Affiliate.” 

  

	(j)	Section 40.14(i)(D) of the Lease is hereby amended by deleting therefrom the reference to “Lessor” and substituting in its place a reference to “Ventas, Inc.
or Lessor.” 

  

	(k)	Section 40.15(a)(xi) of the Lease is hereby amended and restated in its entirety as follows: “If the New Lease relates to a single Leased Property, the New Lease shall
provide that (1) because, for example, such New Lease may thereafter be amended by agreement of Lessor and Tenant to include one or more other leased properties or such New Lease may thereafter be combined with a Second Lease pursuant to Section
40.18 of such new Lease, with such New Lease as the Section 40.18 Lease, Lessor and Tenant under such New Lease have, in creating such New Lease as a “New Lease” under Section 40.15 of one of the other Combined Leases,
nevertheless retained in such New Lease references to multiple Leased Properties and provisions and terms that apply to multiple Leased Properties and (2) without limitation of and subject to Sections 16.10, 19.1, 25.1.11 and
40.18 of such New Lease and all other leases demising any of the Master Lease Leased Properties, for so long as such New Lease relates to a single Leased Property, the aforesaid references to multiple Leased Properties, and the aforesaid
provisions and terms applicable to multiple Leased Properties, shall, if the context so requires in light of such New Lease relating to only a single Leased Property, be treated as references to a single Leased Property or as provisions and terms
applicable to a single Leased Property”. 

  

 2 









 ATTACHMENT 1 
  
 Exhibit C 
  
 Allocation Schedule – Applicable Transferred Property Percentages 
  

								
	 Facility
 ID

	  	 Facility Name

	  	 Base Rent
 Commencing
 July 1, 2003

	  	 Percentage of Master
 Lease Commencing
 [Insert date immediately
 following the Closing Date
 under the
 Sale/Amendment
 Agreement]

	 
	111	  	 Rolling Hills Health Care Center
	  	371,436.44	  	0.9148	%
	136	  	 LaSalle Healthcare Center
	  	182,179.90	  	0.4487	%
	168	  	 Lakewood Healthcare Center
	  	697,238.22	  	1.7173	%
	216	  	 Hillcrest Rehab Care Center
	  	922,212.49	  	2.2714	%
	222	  	 Nampa Care Center
	  	622,026.52	  	1.5320	%
	223	  	 Weiser Rehab & Care Center
	  	287,890.17	  	0.7091	%
	278	  	 Oakview Nursing & Rehab Center
	  	492,015.84	  	1.2118	%
	282	  	 Maple Manor Healthcare Center
	  	471,350.80	  	1.1609	%
	289	  	 San Luis Medical & Rehab Center
	  	568,815.51	  	1.4010	%
	294	  	 Windsor Estates Health & Rehab Center
	  	779,758.96	  	1.9205	%
	320	  	 Magnolia Gardens Care Center
	  	741,035.60	  	1.8251	%
	407	  	 Parkwood Health Care Center
	  	434,672.84	  	1.0706	%
	420	  	 Maywood Acres Healthcare Center
	  	343,754.57	  	0.8467	%
	508	  	 Crawford Skilled Nursing & Rehab Center
	  	594,530.70	  	1.4643	%
	513	  	 Hallmark Nursing & Rehab Center
	  	230,284.03	  	0.5672	%
	532	  	 Hillcrest Nursing Center
	  	524,504.49	  	1.2918	%
	534	  	 Country Gardens Skilled. Nursing & Rehab
	  	490,427.22	  	1.2079	%
	545	  	 Eastside Rehab & Living Center
	  	574,747.39	  	1.4156	%
	549	  	 Kennebunk Nursing Center
	  	533,953.66	  	1.3151	%
	578	  	 West Lafayette Rehab & Nursing Center
	  	401,492.25	  	0.9889	%
	584	  	 Franklin Skilled. Nursing & Rehab Center
	  	337,023.49	  	0.8301	%
	592	  	 Greenbriar Terrace Healthcare
	  	2,543,902.86	  	6.2655	%
	634	  	 Cambridge Health & Rehab Center
	  	1,064,888.49	  	2.6228	%
	641	  	 Torrey Pines Care Center
	  	100,794.66	  	0.2483	%
	690	  	 Wasatch Valley Rehabilitation
	  	496,550.83	  	1.2230	%
	706	  	 Guardian Care of Henderson
	  	260,612.76	  	0.6419	%
	711	  	 Kinston Rehab and Healthcare Center
	  	555,693.51	  	1.3687	%
	726	  	 Guardian Care of Elizabeth City
	  	460,774.77	  	1.1349	%
	743	  	 Desert Life Rehab & Care Center
	  	686,863.25	  	1.6917	%
	744	  	 Cherry Hills Health Care Center
	  	794,327.90	  	1.9564	%
	766	  	 Colonial Manor Medical & Rehab Center
	  	607,649.19	  	1.4966	%

  

 1 










								
	 Facility
 ID

	  	 Facility Name

	  	 Base Rent
 Commencing
 July 1, 2003

	  	 Percentage of Master
 Lease Commencing
 [Insert date immediately
 following the Closing Date
 under the
 Sale/Amendment
 Agreement]

	 
	780	  	 Columbus Health & Rehab Center
	  	1,119,667.62	  	2.7577	%
	804	  	 Rehab & Health Center of Birmingham
	  	691,060.09	  	1.7021	%
	822	  	 Primacy Healthcare & Rehab Center
	  	1,282,643.57	  	3.1591	%
	826	  	 Harbour Point Med. & Rehab Center
	  	346,406.02	  	0.8532	%
	842	  	 Bay Pointe Medical & Rehab Center
	  	479,740.62	  	1.1816	%
	1224	  	 Health Havens Nursing & Rehab Center
	  	304,239.52	  	0.7493	%
	1228	  	 Lafayette Nursing & Rehab Center
	  	1,305,488.55	  	3.2154	%
	4611	  	 Kindred Hospital Bay Area St. Petersburg Campus
	  	2,572,890.96	  	6.3369	%
	4612	  	 Kindred Hospital Kansas City
	  	2,283,937.33	  	5.6252	%
	4615	  	 Kindred Hospital Sycamore
	  	2,208,811.75	  	5.4402	%
	4653	  	 Kindred Hospital Tarrant County Ft Worth SW Campus
	  	756,750.93	  	1.8638	%
	4654	  	 Kindred Hospital Houston NW Campus
	  	1,216,166.24	  	2.9954	%
	4668	  	 Kindred Hospital Ft. Worth
	  	833,807.95	  	2.0536	%
	4674	  	 Kindred Hospital Central Tampa
	  	2,405,810.97	  	5.9254	%
	4807	  	 Kindred Hospital Ontario
	  	4,620,721.43	  	11.3807	%
	 	  	 	  	
	  	
	

	 	  	 Total
	  	40,601,552.86	  	100.0000	%
	 	  	 	  	
	  	
	


  

 2 









 ATTACHMENT 2 
  
 EXHIBIT D 
 Renewal Groups 
  
 Master Lease #2

  

													
	 	  	Facility ID

	  	 Name

	  	 City

	  	 State

	  	 Lease Expiration
 Date

	  	 Renewal
 Group
 Number


	1	  	4807	  	 Kindred Hospital Ontario
	  	Ontario	  	CA	  	April 30, 2013	  	#1
	2	  	4615	  	 Kindred Hospital – Sycamore
	  	Sycamore	  	IL	  	April 30, 2013	  	#1
	3	  	4612	  	 Kindred Hospital - Kansas City
	  	Kansas City	  	MO	  	April 30, 2013	  	#1
	4	  	222	  	 Nampa Care Center
	  	Nampa	  	ID	  	April 30, 2013	  	#1
	5	  	513	  	 Hallmark Nursing & Rehab. Ctr
	  	New Bedford	  	MA	  	April 30, 2013	  	#1
	6	  	592	  	 Greenbrier Terrace Healthcare
	  	Nashua	  	NH	  	April 30, 2013	  	#1
	7	  	842	  	 Bay Pointe Medical & Rehab. Centre
	  	Virginia Beach	  	VA	  	April 30, 2013	  	#1
	8	  	4611	  	 Kindred Hospital - St. Petersburg
	  	St. Petersburg	  	FL	  	April 30, 2008	  	#2
	9	  	545	  	 Eastside Rehab. and Living Center
	  	Bangor	  	ME	  	April 30, 2008	  	#2
	10	  	549	  	 Kennebunk Nursing Center
	  	Kennebunk	  	ME	  	April 30, 2008	  	#2

  

 1 










													
	 	  	Facility ID

	  	 Name

	  	 City

	  	State

	  	 Lease Expiration
 Date

	  	 Renewal
 Group
 Number


	11	  	711	  	 Guardian Care of Kinston
	  	Kinston	  	NC	  	April 30, 2008	  	#2
	12	  	1224	  	 Health Havens Nursing & Rehab. Ctr.
	  	E. Providence	  	RI	  	April 30, 2008	  	#2
	13	  	826	  	 Harbour Pointe Med. & Rehab. Ctr.
	  	Norfolk	  	VA	  	April 30, 2008	  	#2
	14	  	320	  	 Magnolia Gardens Care Center
	  	Burlingame	  	CA	  	April 30, 2008	  	#2
	15	  	216	  	 Hillcrest Rehab. Care Center
	  	Boise	  	ID	  	April 30, 2008	  	#2
	16	  	407	  	 Parkwood Health Care Center
	  	Lebanon	  	IN	  	April 30, 2008	  	#2
	17	  	278	  	 Oakview Nursing & Rehab. Ctr.
	  	Calvert City	  	KY	  	April 30, 2008	  	#2
	18	  	822	  	 Primacy Healthcare & Rehab Ctr.
	  	Memphis	  	TN	  	April 30, 2008	  	#2
	19	  	690	  	 Wasatch Valley Rehabilitation
	  	Salt Lake City	  	UT	  	April 30, 2008	  	#2
	20	  	641	  	 Torrey Pines Care Center
	  	Las Vegas	  	NV	  	April 30, 2008	  	#2
	21	  	4654	  	 Kindred Hospital (Houston Northwest Campus)
	  	Houston	  	TX	  	April 30, 2010	  	#4
	22	  	223	  	 Weiser Rehabilitation and Care Ctr.
	  	Weiser	  	ID	  	April 30, 2010	  	#4
	23	  	111	  	 Rolling Hills Health Care Center
	  	New Albany	  	IN	  	April 30, 2010	  	#4
	24	  	294	  	 Windsor Estates Health & Rehab. Ctr.
	  	Kokomo	  	IN	  	April 30, 2010	  	#4
	25	  	780	  	 Columbus Health & Rehab. Center
	  	Columbus	  	IN	  	April 30, 2010	  	#4
	26	  	282	  	 Maple Manor Healthcare Center
	  	Greenville	  	KY	  	April 30, 2010	  	#4

  

 2 










													
	 	  	Facility ID

	  	 Name

	  	City

	  	State

	  	 Lease Expiration
 Date

	  	 Renewal
 Group
 Number


	27	  	136	  	 LaSalle Healthcare Center
	  	Durham	  	NC	  	April 30, 2010	  	#4
	28	  	706	  	 Guardian Care of Henderson
	  	Henderson	  	NC	  	April 30, 2010	  	#4
	29	  	726	  	 Guardian Care of Elizabeth City
	  	Elizabeth City	  	NC	  	April 30, 2010	  	#4
	30	  	4653	  	 Kindred Hospital - Tarrant County (Fort Worth Southwest Campus)
	  	Ft. Worth	  	TX	  	April 30, 2010	  	#5
	31	  	4668	  	 Kindred Hospital Ft. Worth
	  	Ft. Worth	  	TX	  	April 30, 2010	  	#5
	32	  	743	  	 Desert Life Rehab. & Care Center
	  	Tucson	  	AZ	  	April 30, 2010	  	#5
	33	  	420	  	 Maywood Acres Healthcare Center
	  	Oxnard	  	CA	  	April 30, 2010	  	#5
	34	  	744	  	 Cherry Hills Health Care Center
	  	Englewood	  	CO	  	April 30, 2010	  	#5
	35	  	578	  	 West Lafayette Rehab. & Nsg. Ctr.
	  	West Lafayette	  	OH	  	April 30, 2010	  	#5
	36	  	634	  	 Cambridge Health & Rehab. Center
	  	Cambridge	  	OH	  	April 30, 2010	  	#5
	37	  	168	  	 Lakewood Healthcare Center
	  	Lakewood	  	WA	  	April 30, 2010	  	#5
	38	  	289	  	 San Luis Medical & Rehab. Center
	  	Greenbay	  	WI	  	April 30, 2010	  	#5
	39	  	766	  	 Colonial Manor Medical & Rehab. Ctr.
	  	Wausau	  	WI	  	April 30, 2010	  	#5
	40	  	4674	  	 Kindred Hospital - Central Tampa
	  	Tampa	  	FL	  	April 30, 2010	  	#6
	41	  	804	  	 Rehab. & Health Ctr. of Birmingham
	  	Birmingham	  	AL	  	April 30, 2010	  	#6

  

 3 










													
	 	  	Facility ID

	  	 Name

	  	City

	  	State

	  	 Lease Expiration
 Date

	  	 Renewal
 Group
 Number


	42	  	1228	  	 Lafayette Nsg. & Rehab. Ctr.
	  	Fayetteville	  	GA	  	April 30, 2010	  	#6
	43	  	508	  	 Crawford Skilled Nsg. & Rehab. Ctr.
	  	Fall River	  	MA	  	April 30, 2010	  	#6
	44	  	532	  	 Hillcrest Nursing Home
	  	Fitchburg	  	MA	  	April 30, 2010	  	#6
	45	  	534	  	 Country Gardens Sk. Nsg. & Rehab.
	  	Swansea	  	MA	  	April 30, 2010	  	#6
	46	  	584	  	 Franklin Sk. Nsg. & Rehab. Center
	  	Franklin	  	MA	  	April 30, 2010	  	#6

  

 4 









 EXHIBIT L-3 
  
 AMENDMENT OF MASTER LEASE NO. 3 
  

 L-3-1 










  
 MASTER LEASE NO. 3 AMENDMENT 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. 3 AMENDMENT AGREEMENT 
  
 THIS MASTER LEASE NO. 3 AMENDMENT AGREEMENT (hereinafter this
“Agreement” ) is dated as of the      day of                     , 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 4th Avenue, Louisville, Kentucky 40202. 
  
 RECITALS 
  
 A. Lessor and Tenant
entered into a certain Amended and Restated Master Lease Agreement No. 3 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                     , 2003
(as the same may have been heretofore amended, amended and restated, supplemented, modified, renewed, extended or replaced, the “Sale/Amendment Agreement”). 
  
 C. Lessor and Tenant desire to amend the Lease as it applies to the Leased Properties 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. New Section 40.18.1. Section 40.18.1 of the Lease is hereby deleted in its entirety and replaced with the
following: 
  
 “Section 40.18.1 If this Lease is
combined pursuant to Section 40.18 with any other lease of any Master Lease Leased Property(ies), and this Lease is the Section 40.18 Lease, each Master Lease Leased Property included in the Second Lease shall, following such combination, be
a part of, and re-join, the Renewal Group of the same number as was applicable to such Master Lease Leased Property as of [Insert Closing Date under Sale/Amendment Agreement], as set forth as of such date in Exhibit D to this Lease.

  

 2 









 3. New Exhibit D. Exhibit D to the Lease is hereby amended and restated in its entirety to
read as set forth in Attachment 1 to this Agreement. 
  
 4.
Exhibit A Amendments. Tenant and Lessor hereby further amend the Lease in the manner provided in Exhibit A attached hereto and made a part hereof. 
  

5. No Other Amendments. Except as provided in this Agreement, the Lease remains in full force and effect without modification. 
  
 6. 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. 
  
 7. 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, with respect to such subject matter. 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. 
  
 8. 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. 
  
 9. 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 where expressly provided to the contrary. 
  
 10. Severability. In the event that any paragraph, section, sentence, clause or phrase contained in this Agreement
becomes or is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining paragraphs, sections, sentences, clauses or phrases contained in this Agreement shall not be affected thereby. 

 
 11. Counterparts. This Agreement and any amendment to this
Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument. 
  
 [Signature Page Follows] 
  

 3 









 IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first above
written. 
  

					
	 TENANT:
  
 KINDRED HEALTHCARE, INC., a Delaware corporation formerly known as Vencor, Inc.

		
	 By:
	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	

	
	 TENANT:
  
 KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation formerly known as Vencor Operating, Inc.

		
	 By:
	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	

	
	 LESSOR:
  
 VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership

	 By:
	 	Ventas, Inc., a Delaware corporation, its general partner
			
	 	 	 By:
	 	 
	 	 	 	 	

	 	 	 	 	T. Richard Riney, Executive Vice President, General Counsel and Secretary


  

 4 









 Acknowledgments 
  

					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
     day of                             , 2003, personally came
before me
                                        ,
a Notary Public in and for said County and State,
                                        ,
who being by me duly sworn, says that he is the
                                     of KINDRED HEALTHCARE,
INC., a Delaware corporation, and that the seal affixed to the foregoing instrument in writing is the corporate seal of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given.
And the said
                                        
acknowledged the said writing to be the act and deed of said corporation. 
  
 WITNESS my hand and notarial stamp/seal this      day of                     , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
     day of                             , 2003, personally came
before me
                                        ,
a Notary Public in and for said County and State,
                                        ,
who being by me duly sworn, says that he is the
                                     of KINDRED HEALTHCARE
OPERATING, INC., a Delaware corporation, and that the seal affixed to the foregoing instrument in writing is the corporate seal of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority
duly given. And the said
                                        
acknowledged the said writing to be the act and deed of said corporation. 
  
 WITNESS my hand and notarial stamp/seal this      day of
                    , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

 5 










					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
     day of                             , 2003, personally came before me
                                        ,
a Notary Public in and for said County and State, T. Richard Riney, who being by me duly sworn, says that he is the Executive Vice President, General Counsel and Secretary of VENTAS, INC., a Delaware corporation, in its capacity as the general
partner of VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership, and that the seal affixed to the foregoing instrument in writing is the corporate seal of said corporation, and that said writing was signed and sealed by him on behalf
of such corporation by its authority duly given, in its aforesaid general partner capacity on behalf of the aforesaid limited partnership. And the said Executive Vice President, General Counsel and Secretary acknowledged the said writing to be the
act and deed of said corporation, acting in such general partner capacity. 
  
 WITNESS my hand and notarial stamp/seal this      day of
                    , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

 7 









 CONSENT 
  
 The undersigned hereby consents to the terms of the foregoing instrument. 
  
 JPMORGAN CHASE BANK (formerly THE CHASE MANHATTAN BANK, successor by merger to MORGAN GUARANTY TRUST COMPANY OF NEW YORK), as administrative
agent and Collateral Agent under that certain $120,000,000 credit agreement, dated as of April 20, 2001, as amended, and as administrative agent and Collateral Agent under that certain $300,000,000 credit agreement, dated as of April 20, 2001, as
amended 
  

			
		
	 By:
	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	


  

					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
     day of                             , 2003, personally came before me
                                        ,
a Notary Public in and for said County and State,
                                        ,
who being by me duly sworn, says that he is the
                                        
of JPMORGAN CHASE BANK, a
                                        
corporation, and that the seal affixed to the foregoing instrument in writing is the corporate seal of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said
                                        
acknowledged the said writing to be the act and deed of said corporation. 
  
 WITNESS my hand and notarial stamp/seal this      day of                     ,
2003. 
  

	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

 6 









 Exhibit A 
  
 Additional Amendments to Lease 
  
 Lessor and Tenant hereby further amend the Lease in the following respects: 
  

	(a)	Section 1.3.5 of the Lease is hereby amended by deleting therefrom the reference to “Lessor” and substituting in its place a reference to “Ventas, Inc.”.


  

	(b)	The definition of “Master Lease Leased Properties” contained in Section 2.1 of the Lease is hereby amended and restated in its entirety as follows:
““Master Lease Leased Properties”: The Leased Properties under Amended and Restated Master Lease Agreement No. 3 dated as of the Effective Date and entered into by Ventas Realty, Limited Partnership and Tenant, exclusive of any
Leased Properties that, pursuant to Section 40.17 below or the corresponding section of such Amended and Restated Master Lease Agreement No. 3 or of any New Lease derived, directly or indirectly, therefrom, are transferred into a New Master
Lease in accordance with the requirements of any such Section 40.17.” 

  

	(c)	The definition of “Medicaid” contained in Section 2.1 of the Lease is hereby amended by deleting therefrom the reference to “XVIII” and substituting in
its place a reference to “XIX”. 

  

	(d)	The definition of “Tax Refund Escrow Agreement” contained in Section 2.1 of the Lease is hereby amended by deleting therefrom the reference to “Lessor”
and substituting in its place a reference to “Ventas Realty, Limited Partnership.” 

  

	(e)	The penultimate sentence of Section 6.2 of the Lease is hereby amended by deleting therefrom the words “disposed of in accordance” and substituting in their place
the words “dispose of the same in accordance”. 

  

	(f)	The second sentence of Section 22.1 of the Lease is hereby amended and restated in its entirety as follows: “Lessor has heretofore approved the Leasehold Mortgages dated
April 20, 2001 securing the Tenant Senior Secured Notes and the Exit Financing, provided that such approval shall not constitute an agreement by Lessor to be bound by the terms of any such Leasehold Mortgage.” 

  

	(g)	 The last sentence of Section 25.1.11 of the Lease is hereby amended and restated in its entirety as follows: “To the extent that any of the Master Lease
Leased Properties are the subject of a New Lease derived, directly or indirectly, from Amended and Restated Master Lease Agreement No. 3, Tenant shall continue to have the right to assign or sublet such Master Lease Leased Properties upon compliance
with this Section 25.1.11 or the corresponding section of such New Lease, as applicable, but such right to assign or sublet, whether under Section 25.1.11 of Amended and Restated Master Lease Agreement No. 3 or the 



  

 1 










	 	 
corresponding section of any and all New Leases derived, directly or indirectly, from Amended and Restated Master Lease Agreement No. 3, shall never exceed
ten percent (10%) in the aggregate of the nursing centers included within the Master Lease Leased Properties or two (2) hospitals included within the Master Lease Leased Properties.” 


  

	(h)	Article XXVI of the Lease is hereby amended by adding thereto the following new Section 26.4: “Section 26.4 Non-Ventas Lessors. Notwithstanding anything to
the contrary contained in this Article XXVI, if and for so long as the lessor under this Lease is not a Ventas Lessor, Tenant (a) shall not be required under this Lease to provide to such non-Ventas Lessor Facility-specific information
related to Facilities or Leased Properties which are not included in this Lease, (b) shall exclude from consolidated facility information that is required under Section 26.1 of this Lease facility information which relates to Facilities or
Leased Properties not included in this Lease, and (c) shall continue to be required to provide information relative to Tenant, as opposed to Leased Properties and Facilities, on the same basis as such information is provided to a Ventas
Lessor.” 

  

	(i)	Section 36.1.1 of the Lease is hereby amended by deleting therefrom the reference to “general partner” and substituting in its place a reference to
“Affiliate.” 

  

	(j)	Section 40.14(i)(D) of the Lease is hereby amended by deleting therefrom the reference to “Lessor” and substituting in its place a reference to “Ventas, Inc.
or Lessor.” 

  

	(k)	Section 40.15(a)(xi) of the Lease is hereby amended and restated in its entirety as follows: “If the New Lease relates to a single Leased Property, the New Lease shall
provide that (1) because, for example, such New Lease may thereafter be amended by agreement of Lessor and Tenant to include one or more other leased properties or such New Lease may thereafter be combined with a Second Lease pursuant to Section
40.18 of such new Lease, with such New Lease as the Section 40.18 Lease, Lessor and Tenant under such New Lease have, in creating such New Lease as a “New Lease” under Section 40.15 of one of the other Combined Leases,
nevertheless retained in such New Lease references to multiple Leased Properties and provisions and terms that apply to multiple Leased Properties and (2) without limitation of and subject to Sections 16.10, 19.1, 25.1.11 and
40.18 of such New Lease and all other leases demising any of the Master Lease Leased Properties, for so long as such New Lease relates to a single Leased Property, the aforesaid references to multiple Leased Properties, and the aforesaid
provisions and terms applicable to multiple Leased Properties, shall, if the context so requires in light of such New Lease relating to only a single Leased Property, be treated as references to a single Leased Property or as provisions and terms
applicable to a single Leased Property”. 

  

 2 









 ATTACHMENT 1 
  
 EXHIBIT D 
 Renewal Groups 
  
 Master Lease #3

  

													
	 	  	Facility ID

	  	 Name

	  	 City

	  	 State

	  	 Lease Expiration
Date

	  	Renewal
Group
Number


	1	  	4644	  	 Kindred Hospital Brea
	  	Orange County	  	CA	  	April 30, 2008	  	#1
	2	  	210	  	 Californian Care Center
	  	Bakersfield	  	CA	  	April 30, 2008	  	#1
	3	  	411	  	 Alta Vista Healthcare Center
	  	Riverside	  	CA	  	April 30, 2008	  	#1
	4	  	873	  	 Brighton Care Center
	  	Brighton	  	CO	  	April 30, 2008	  	#1
	5	  	219	  	 Emmett Rehabilitation and Healthcare
	  	Emmett	  	ID	  	April 30, 2008	  	#1
	6	  	453	  	 Medford Rehab. & Healthcare Centre
	  	Medford	  	OR	  	April 30, 2008	  	#1
	7	  	461	  	 Edmonds Rehab. & Healthcare Ctr.
	  	Edmonds	  	WA	  	April 30, 2008	  	#1
	8	  	770	  	 Vallhaven Care Center
	  	Neenah	  	WI	  	April 30, 2008	  	#1
	9	  	230	  	 Crosslands Rehab. & Health Care Ctr.
	  	Sandy	  	UT	  	April 30, 2008	  	#1
	10	  	4876	  	 Kindred Hospital - South Florida - Hollywood
	  	Hollywood	  	FL	  	April 30, 2008	  	#2

  

 1 










													
	 	  	Facility
ID

	  	 Name

	  	 City

	  	 State

	  	 Lease
 Expiration
 Date

	  	Renewal
Group
Number


	11	  	155	  	 Savannah Rehab. & Nursing Center
	  	Savannah	  	GA	  	April 30, 2008	  	#2
	12	  	645	  	 Specialty Care of Marietta
	  	Marietta	  	GA	  	April 30, 2008	  	#2
	13	  	547	  	 Brewer Rehabilitation & Living Center
	  	Brewer	  	ME	  	April 30, 2008	  	#2
	14	  	824	  	 Rehab. & Healthcare Ctr. Of Mobile
	  	Mobile	  	AL	  	April 30, 2008	  	#2
	15	  	182	  	 Cordova Rehab. & Nursing Center
	  	Cordova	  	TN	  	April 30, 2008	  	#2
	16	  	4688	  	 Kindred Hosp. – Boston
	  	Boston	  	MA	  	April 30, 2013	  	#3
	17	  	4675	  	 Kindred Hosp. – Detroit
	  	Detroit	  	MI	  	April 30, 2013	  	#3
	18	  	851	  	 Villa Campana Health Center
	  	Tuscon	  	AZ	  	April 30, 2013	  	#3
	19	  	506	  	 Presentation Nursing & Rehab. Ctr.
	  	Brighton	  	MA	  	April 30, 2013	  	#3
	20	  	514	  	 Sachem Nursing & Rehab. Ctr.
	  	East Bridgewater	  	MA	  	April 30, 2013	  	#3
	21	  	539	  	 Newton and Wellesley Alzheimer Ctr.
	  	Wellesley	  	MA	  	April 30, 2013	  	#3
	22	  	544	  	 Augusta Rehabilitation Center
	  	Augusta	  	ME	  	April 30, 2013	  	#3
	23	  	4673	  	 Kindred Hosp. – Boston Northshore
	  	Peabody	  	MA	  	April 30, 2010	  	#4
	24	  	4662	  	 Kindred Hosp. – Greensboro
	  	Greensboro	  	NC	  	April 30, 2010	  	#4
	25	  	4647	  	 Kindred Hospital - Las Vegas (Sahara Campus)
	  	Las Vegas	  	NV	  	April 30, 2010	  	#4
	26	  	563	  	 Camelot Nursing & Rehab. Center
	  	New London	  	CT	  	April 30, 2010	  	#4

  

 2 










													
	 	  	Facility
ID

	  	 Name

	  	 City

	  	 State

	  	 Lease
 Expiration
 Date

	  	Renewal
Group
Number


	27	  	568	  	 Parkway Pavilion Healthcare
	  	Enfield	  	CT	  	April 30, 2010	  	#4
	28	  	587	  	 River Terrace
	  	Lancaster	  	MA	  	April 30, 2010	  	#4
	29	  	554	  	 Westgate Manor
	  	Bangor	  	ME	  	April 30, 2010	  	#4
	30	  	116	  	 Pettigrew Rehab. & Healthcare Ctr.
	  	Durham	  	NC	  	April 30, 2010	  	#4
	31	  	143	  	 Raleigh Rehab. & Healthcare Center
	  	Raleigh	  	NC	  	April 30, 2010	  	#4
	32	  	307	  	 Lincoln Nursing Center
	  	Lincoln	  	NC	  	April 30, 2010	  	#4
	33	  	713	  	 Guardian Care of Zebulon
	  	Zebulon	  	NC	  	April 30, 2010	  	#4
	34	  	4635	  	 Kindred Hosp. - San Antonio
	  	San Antonio	  	TX	  	April 30, 2010	  	#4
	35	  	4660	  	 Kindred Hosp. – Mansfield
	  	Mansfield	  	TX	  	April 30, 2010	  	#4
	36	  	269	  	 Meadowvale Health & Rehab. Ctr.
	  	Bluffton	  	IN	  	April 30, 2010	  	#4
	37	  	694	  	 Wedgewood Healthcare Center
	  	Clarksville	  	IN	  	April 30, 2010	  	#4
	38	  	279	  	 Cedars of Lebanon Nursing Center
	  	Lebanon	  	KY	  	April 30, 2010	  	#4
	39	  	281	  	 Riverside Manor Health Care
	  	Calhoun	  	KY	  	April 30, 2010	  	#4
	40	  	782	  	 Danville Centre for Health & Rehab.
	  	Danville	  	KY	  	April 30, 2010	  	#4
	41	  	1237	  	 Wyomissing Nsg. & Rehab. Ctr.
	  	Reading	  	PA	  	April 30, 2010	  	#4
	42	  	773	  	 Mt. Carmel Medical & Rehab. Ctr.
	  	Burlington	  	WI	  	April 30, 2010	  	#4
	43	  	774	  	 Mt. Carmel Medical & Rehab Ctr.
	  	Milwaukee	  	WI	  	April 30, 2010	  	#4

  

 3 









 EXHIBIT L-4 
  
 AMENDMENT OF MASTER LEASE NO. 4 
  

 L-4-1 










  
 MASTER LEASE NO. 4 AMENDMENT 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. 4 AMENDMENT AGREEMENT 
  
 THIS MASTER LEASE NO. 4 AMENDMENT AGREEMENT (hereinafter this
“Agreement” ) is dated as of the          day of                     , 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 4th Avenue, Louisville, Kentucky 40202. 
  
 RECITALS 
  
 A. Lessor and Tenant
entered into a certain Amended and Restated Master Lease Agreement No. 4 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
                        , 2003 (as the same may have been heretofore amended, amended and restated, supplemented,
modified, renewed, extended or replaced, the “Sale/Amendment Agreement”). 
  
 C. Immediately prior hereto and pursuant to the Sale/Amendment Agreement, Lessor and Tenant entered into a certain Master Lease No. 4 Partial Lease Termination Agreement bearing even date herewith (the
“Partial Lease Termination”), pursuant to which the Lease was terminated as it applied to certain properties. 
  
 D. Lessor and Tenant desire to amend the Lease as it applies to the remaining Leased Properties, after the aforesaid termination, 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. Base Rent and Current Rent Amendments. Relative to the definitions of “Base Rent” and “Current
Rent” contained in Section 2.1 of the Lease, Lessor and Tenant agree that the Base Rent and Current Rent for the Leased Properties remaining under the Lease after the termination referenced in the Partial Lease Termination shall, for the
period from [Insert date immediately following the Closing Date under the Sale/Amendment Agreement], 2003 

  

 2 









 
through April 30, 2004, be equal to Thirty Four Million Two Hundred Ninety Seven Thousand Five Hundred Four and 89/100 Dollars ($34,297,504.89) per annum,
and, for Rent Calculation Years thereafter, Base Rent and Current Rent shall be determined as set forth in subsection (d) of the definition of “Base Rent” or subsection (b) of the definition of “Current Rent”, as applicable,
contained in such Section 2.1, in each case subject to the provisions of such definitions relative to the Reset Option and to the provisions of Article XIX relative to the amount of the Base Rent and Current Rent during Extended Terms.

  
 3. New Exhibit C. Effective as of [Insert date
immediately following the Closing Date under the Sale/Amendment Agreement], Exhibit C to the Lease shall be amended and restated in its entirety to read as set forth in Attachment 1 to this Agreement. 
  
 4. New Exhibit D. Exhibit D to the Lease is hereby amended and
restated in its entirety to read as set forth in Attachment 2 to this Agreement. 
  
 5. Exhibit A Amendments. Tenant and Lessor hereby further amend the Lease in the manner provided in Exhibit A attached hereto and made a part hereof. 
  
 6. No Other Amendments. Except as provided in this Agreement, the
Lease remains in full force and effect without modification. 
  
 7. 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. 

 
 8. 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, with respect to such subject matter. 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. 
  
 9. 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. 
  
 10. 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 where expressly provided to the contrary. 
  
 11. Severability. In the event that any paragraph, section, sentence,
clause or phrase contained in this Agreement becomes or is held by any court of competent jurisdiction 

  

 3 









 
to be illegal, null or void or against public policy, the remaining paragraphs, sections, sentences, clauses or phrases contained in this Agreement shall not
be affected thereby. 
  
 12. Counterparts. This Agreement
and any amendment to this Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument. 
  
 [Signature Page Follows] 
  

 4 









 IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first above
written. 
  

			
	TENANT:
	
	 KINDRED HEALTHCARE, INC., a
 Delaware corporation formerly known as
 Vencor, Inc.

		
	 By:
	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

			
	
	TENANT:
	
	 KINDRED HEALTHCARE OPERATING,
 INC., a Delaware corporation formerly
 known as Vencor Operating, Inc.

		
	 By:
	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

					
	
	LESSOR:
	
	 VENTAS REALTY, LIMITED
 PARTNERSHIP, a Delaware limited
 partnership

		
	 By:
	 	 Ventas, Inc., a Delaware corporation,
 its general partner

			
	 	 	By:	 	 
	 	 	 	 	

	 	 	 	 	 T. Richard Riney, Executive Vice
 President, General Counsel and
 Secretary



  

 5 









 Acknowledgments 
  

					
	STATE OF ___________________	 	)	  	 
	 	 	)	  	 
	COUNTY OF _________________	 	)	  	 

  
 This
         day of                     , 2003, personally came before me
            , a Notary Public in and for said County and State,             , who being by me duly sworn, says that
he is the              of KINDRED HEALTHCARE, INC., a Delaware corporation, and that the seal affixed to the foregoing instrument in writing is the corporate seal of said
corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said              acknowledged the said writing to
be the act and deed of said corporation. 
  
 WITNESS my hand and
notarial stamp/seal this          day of                     , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

					
	STATE OF ___________________	 	)	  	 
	 	 	)	  	 
	COUNTY OF _________________	 	)	  	 

  
 This
         day of                     , 2003, personally came before me
            , a Notary Public in and for said County and State,             , who being by me duly sworn, says that
he is the              of KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation, and that the seal affixed to the foregoing instrument in writing is the corporate seal of said
corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said              acknowledged the said writing to
be the act and deed of said corporation. 
  
 WITNESS my hand and
notarial stamp/seal this          day of                     , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

 6 










					
	STATE OF ___________________	 	)	  	 
	 	 	)	  	 
	COUNTY OF _________________	 	)	  	 

  
 This
         day of                     , 2003, personally came before me
            , a Notary Public in and for said County and State, T. Richard Riney, who being by me duly sworn, says that he is the Executive Vice President, General Counsel and
Secretary of VENTAS, INC., a Delaware corporation, in its capacity as the general partner of VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership, and that the seal affixed to the foregoing instrument in writing is the corporate seal
of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given, in its aforesaid general partner capacity on behalf of the aforesaid limited partnership. And the said Executive Vice
President, General Counsel and Secretary acknowledged the said writing to be the act and deed of said corporation, acting in such general partner capacity. 
  
 WITNESS my hand and notarial stamp/seal this          day of
                    , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

 7 









 CONSENT 
  
 The undersigned hereby consents to the terms of the foregoing instrument. 
  
 JPMORGAN CHASE BANK (formerly THE CHASE MANHATTAN BANK, successor by merger to MORGAN GUARANTY TRUST COMPANY OF NEW YORK), as administrative
agent and Collateral Agent under that certain $120,000,000 credit agreement, dated as of April 20, 2001, as amended, and as administrative agent and Collateral Agent under that certain $300,000,000 credit agreement, dated as of April 20, 2001, as
amended 
  

			
		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	


  

					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
         day of                     , 2003, personally came before me
            , a Notary Public in and for said County and State,             , who being by me duly sworn, says that
he is the              of JPMORGAN CHASE BANK, a              corporation, and that the seal affixed to the
foregoing instrument in writing is the corporate seal of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said
             acknowledged the said writing to be the act and deed of said corporation. 
  
 WITNESS my hand and notarial stamp/seal this          day of
                    , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

 8 









 Exhibit A 
  
 Additional Amendments to Lease 
  
 Lessor and Tenant hereby further amend the Lease in the following respects: 
  

	(a)	Section 1.3.5 of the Lease is hereby amended by deleting therefrom the reference to “Lessor” and substituting in its place a reference to “Ventas, Inc.”.


  

	(b)	The definition of “Master Lease Leased Properties” contained in Section 2.1 of the Lease is hereby amended and restated in its entirety as follows: “
“Master Lease Leased Properties”: The Leased Properties under Amended and Restated Master Lease Agreement No. 4 dated as of the Effective Date and entered into by Ventas Realty, Limited Partnership and Tenant, exclusive of any
Leased Properties that, pursuant to Section 40.17 below or the corresponding section of such Amended and Restated Master Lease Agreement No. 4 or of any New Lease derived, directly or indirectly, therefrom, are transferred into a New Master
Lease in accordance with the requirements of any such Section 40.17.” 

  

	(c)	The definition of “Medicaid” contained in Section 2.1 of the Lease is hereby amended by deleting therefrom the reference to “XVIII” and substituting in
its place a reference to “XIX”. 

  

	(d)	The definition of “Tax Refund Escrow Agreement” contained in Section 2.1 of the Lease is hereby amended by deleting therefrom the reference to “Lessor”
and substituting in its place a reference to “Ventas Realty, Limited Partnership.” 

  

	(e)	The penultimate sentence of Section 6.2 of the Lease is hereby amended by deleting therefrom the words “disposed of in accordance” and substituting in their place
the words “dispose of the same in accordance”. 

  

	(f)	The second sentence of Section 22.1 of the Lease is hereby amended and restated in its entirety as follows: “Lessor has heretofore approved the Leasehold Mortgages dated
April 20, 2001 securing the Tenant Senior Secured Notes and the Exit Financing, provided that such approval shall not constitute an agreement by Lessor to be bound by the terms of any such Leasehold Mortgage.” 

  

	(g)	 The last sentence of Section 25.1.11 of the Lease is hereby amended and restated in its entirety as follows: “To the extent that any of the Master Lease
Leased Properties are the subject of a New Lease derived, directly or indirectly, from Amended and Restated Master Lease Agreement No. 4, Tenant shall continue to have the right to assign or sublet such Master Lease Leased Properties upon compliance
with this Section 25.1.11 or the corresponding section of such New Lease, as applicable, but such right to assign or sublet, whether under Section 25.1.11 of Amended and Restated Master Lease Agreement No. 4 or the 



  

 1 










	 	 
corresponding section of any and all New Leases derived, directly or indirectly, from Amended and Restated Master Lease Agreement No. 4, shall never exceed
ten percent (10%) in the aggregate of the nursing centers included within the Master Lease Leased Properties or two (2) hospitals included within the Master Lease Leased Properties.” 


  

	(h)	Article XXVI of the Lease is hereby amended by adding thereto the following new Section 26.4: “Section 26.4 Non-Ventas Lessors. Notwithstanding anything to
the contrary contained in this Article XXVI, if and for so long as the lessor under this Lease is not a Ventas Lessor, Tenant (a) shall not be required under this Lease to provide to such non-Ventas Lessor Facility-specific information
related to Facilities or Leased Properties which are not included in this Lease, (b) shall exclude from consolidated facility information that is required under Section 26.1 of this Lease facility information which relates to Facilities or
Leased Properties not included in this Lease, and (c) shall continue to be required to provide information relative to Tenant, as opposed to Leased Properties and Facilities, on the same basis as such information is provided to a Ventas
Lessor.” 

  

	(i)	Section 36.1.1 of the Lease is hereby amended by deleting therefrom the reference to “general partner” and substituting in its place a reference to
“Affiliate.” 

  

	(j)	Section 40.14(i)(D) of the Lease is hereby amended by deleting therefrom the reference to “Lessor” and substituting in its place a reference to “Ventas, Inc.
or Lessor.” 

  

	(k)	Section 40.15(a)(xi) of the Lease is hereby amended and restated in its entirety as follows: “If the New Lease relates to a single Leased Property, the New Lease shall
provide that (1) because, for example, such New Lease may thereafter be amended by agreement of Lessor and Tenant to include one or more other leased properties or such New Lease may thereafter be combined with a Second Lease pursuant to Section
40.18 of such new Lease, with such New Lease as the Section 40.18 Lease, Lessor and Tenant under such New Lease have, in creating such New Lease as a “New Lease” under Section 40.15 of one of the other Combined Leases,
nevertheless retained in such New Lease references to multiple Leased Properties and provisions and terms that apply to multiple Leased Properties and (2) without limitation of and subject to Sections 16.10, 19.1, 25.1.11 and
40.18 of such New Lease and all other leases demising any of the Master Lease Leased Properties, for so long as such New Lease relates to a single Leased Property, the aforesaid references to multiple Leased Properties, and the aforesaid
provisions and terms applicable to multiple Leased Properties, shall, if the context so requires in light of such New Lease relating to only a single Leased Property, be treated as references to a single Leased Property or as provisions and terms
applicable to a single Leased Property”. 

  

 2 









 ATTACHMENT 1 
  
 Exhibit C 
  
 Allocation Schedule – Applicable Transferred Property Percentages 
  

								
	Facility ID

	  	 Facility Name

	  	Base Rent
Commencing
July 1, 2003

	  	Percentage of Master
Lease Commencing
[Insert date immediately
following the Closing
Date under
the
Sale/Amendment
Agreement]

	 
	131	  	 Harrison Health and Rehabilitation Center
	  	554,358.95	  	1.6163	%
	146	  	 Rose Manor Health Care Center
	  	511,516.73	  	1.4914	%
	148	  	 Village Square Nursing & Rehab Center
	  	518,231.38	  	1.5110	%
	158	  	 Bellingham Health Care & Rehab Center
	  	424,724.22	  	1.2384	%
	209	  	 Valley View Health Care Center
	  	363,466.55	  	1.0597	%
	213	  	 Wildwood Healthcare Center
	  	1,691,980.96	  	4.9332	%
	225	  	 Aspen Park Healthcare
	  	148,069.28	  	0.4317	%
	277	  	 Rosewood Health Care Center
	  	1,132,231.46	  	3.3012	%
	290	  	 Bremen Health Care Center
	  	550,759.08	  	1.6058	%
	350	  	 Valley Healthcare & Rehab Center
	  	550,495.50	  	1.6051	%
	481	  	 South Central Wyoming HC & Rehab
	  	280,120.81	  	0.8167	%
	503	  	 Brigham Manor Nursing & Rehab Center
	  	192,897.71	  	0.5624	%
	517	  	 Oakwood Rehab & Nursing Center
	  	329,163.20	  	0.9597	%
	526	  	 The Eliot Healthcare Center
	  	350,119.08	  	1.0208	%
	542	  	 Den-Mar Rehab & Nursing Center
	  	522,390.11	  	1.5231	%
	546	  	 Winship Green Nursing Center
	  	244,054.45	  	0.7116	%
	559	  	 Birchwood Terrace Healthcare
	  	713,304.13	  	2.0798	%
	566	  	 Windsor Rehab & Healthcare Center
	  	265,898.55	  	0.7753	%
	569	  	 Chillicothe Nursing & Rehab Center
	  	574,490.60	  	1.6750	%
	570	  	 Pickerington Nursing & Rehab Center
	  	410,819.37	  	1.1978	%
	571	  	 Logan Health Care Center
	  	850,218.66	  	2.4790	%
	583	  	 Embassy House Skilled Nursing & Rehab
	  	289,331.65	  	0.8436	%
	585	  	 Great Barrington Rehab & Nursing Center
	  	107,332.76	  	0.3129	%
	723	  	 Guardian Care of Rocky Mount
	  	561,080.28	  	1.6359	%
	746	  	 Homestead Health Care & Rehab Center
	  	1,524,912.77	  	4.4461	%
	765	  	 Eastview Medical & Rehab Center
	  	578,275.46	  	1.6861	%
	771	  	 Kennedy Park Med. & Rehab Center
	  	366,948.96	  	1.0699	%
	785	  	 Hillcrest Health Care Center
	  	880,574.44	  	2.5675	%
	787	  	 Woodland Terrace Health Care Facility
	  	559,752.38	  	1.6320	%
	791	  	 Whitesburg Gardens Health Care Center
	  	1,401,046.28	  	4.0850	%
	802	  	 Bridgepark Center for Rehab & Nursing Services
	  	1,135,794.24	  	3.3116	%

  

 1 










								
	Facility ID

	  	 Facility Name

	  	Base Rent
Commencing
July 1, 2003

	  	Percentage of Master
Lease Commencing
[Insert date immediately
following the Closing
Date under
the
Sale/Amendment
Agreement]

	 
	853	  	 Kachina Point Health Care & Rehab
	  	760,845.56	  	2.2184	%
	859	  	 Castle Garden Care Center
	  	977,794.12	  	2.8509	%
	864	  	 Harrodsburg Health Care Center
	  	591,633.09	  	1.7250	%
	1221	  	 Courtland Gardens Health Center Inc.
	  	1,028,207.23	  	2.9979	%
	1231	  	 Oak Hills Nursing & Rehab Center
	  	1,279,317.03	  	3.7301	%
	1238	  	 Tucker Nursing Center
	  	683,823.17	  	1.9938	%
	4614	  	 Kindred Hospital Philadelphia
	  	826,358.39	  	2.4094	%
	4645	  	 Kindred Hospital So. Florida Ft. Lauderdale Campus
	  	2,295,172.94	  	6.6920	%
	4658	  	 Kindred Hospital Tucson
	  	529,147.83	  	1.5428	%
	4664	  	 Kindred Hospital Albuquerque
	  	751,192.10	  	2.1902	%
	4665	  	 Kindred Hospital Denver
	  	1,918,773.36	  	5.5945	%
	4666	  	 Kindred Hospital New Orleans
	  	503,681.62	  	1.4686	%
	4685	  	 Kindred Hospital Houston
	  	2,881,322.92	  	8.4010	%
	4871	  	 Kindred Hospital Chicago Lakeshore Campus
	  	685,875.53	  	1.9998	%
	 	  	 	  	
	  	
	

	 	  	 Total
	  	34,297,504.89	  	100.0000	%
	 	  	 	  	
	  	
	


  

 2 









 ATTACHMENT 2 
  
 EXHIBIT D 
 Renewal Groups 
  
 Master Lease #4

  

													
	 	  	Facility
ID

	  	 Name

	  	 City

	  	 State

	  	 Lease Expiration
Date

	  	Renewal Group
Number


	1	  	4645	  	 Kindred Hospital - South Florida - Ft. Lauderdale
	  	Ft. Lauderdale	  	FL	  	April 30, 2013	  	#1
	2	  	4685	  	 Kindred Hospital – Houston
	  	Houston	  	TX	  	April 30, 2013	  	#1
	3	  	350	  	 Valley Gardens HC & Rehab.
	  	Stockton	  	CA	  	April 30, 2013	  	#1
	4	  	148	  	 Village Square Nsg. & Rehab. Ctr.
	  	San Marcos	  	CA	  	April 30, 2013	  	#1
	5	  	566	  	 Windsor Rehab. & Healthcare Center
	  	Windsor	  	CT	  	April 30, 2013	  	#1
	6	  	225	  	 Moscow Care Center
	  	Moscow	  	ID	  	April 30, 2013	  	#1
	7	  	209	  	 Valley View Health Care Center
	  	Elkhart	  	IN	  	April 30, 2013	  	#1
	8	  	585	  	 Great Barrington Rehab. & Nsg. Ctr.
	  	Great Barrington	  	MA	  	April 30, 2013	  	#1
	9	  	146	  	 Rose Manor Health Care Center
	  	Durham	  	NC	  	April 30, 2013	  	#1
	10	  	481	  	 South Central Wyoming HC & Rehab.
	  	Rawlins	  	WY	  	April 30, 2013	  	#1
	11	  	4658	  	 Kindred Hospital – Tuscon
	  	Tuscon	  	AZ	  	April 30, 2008	  	#2
	12	  	853	  	 Kachina Point Health Care & Rehab.
	  	Sedona	  	AZ	  	April 30, 2008	  	#2
	13	  	859	  	 Castle Garden Care Center
	  	Northglenn	  	CO	  	April 30, 2008	  	#2
	14	  	526	  	 Brittany Healthcare Center
	  	Natick	  	MA	  	April 30, 2008	  	#2
	15	  	546	  	 Winship Green Nursing Center
	  	Bath	  	ME	  	April 30, 2008	  	#2
	16	  	569	  	 Chillicothe Nursing & Rehab. Center
	  	Chillecothe	  	OH	  	April 30, 2008	  	#2
	17	  	802	  	 Bridgepark Ctr. For Rehab. & Nsg. Sv.
	  	Akron	  	OH	  	April 30, 2008	  	#2
	18	  	158	  	 Bellingham Health Care & Rehab. Svc.
	  	Bellingham	  	WA	  	April 30, 2008	  	#2
	19	  	771	  	 Kennedy Park Medical & Rehab. Ctr.
	  	Schofield	  	WI	  	April 30, 2008	  	#2
	20	  	4614	  	 Kindred Hospital – Philadelphia
	  	Philadelphia	  	PA	  	April 30, 2010	  	#3

  

 1 










													
	 	  	Facility
ID

	  	 Name

	  	 City

	  	 State

	  	 Lease Expiration
Date

	  	Renewal Group
Number


	21	  	1221	  	 Courtland Gardens Health Ctr., Inc.
	  	Stamford	  	CT	  	April 30, 2010	  	#3
	22	  	503	  	 Brigham Manor Nursing & Rehab. Ctr.
	  	Newburyport	  	MA	  	April 30, 2010	  	#3
	23	  	517	  	 Oakwood Rehab. & Nursing Center
	  	Webster	  	MA	  	April 30, 2010	  	#3
	24	  	542	  	 Den-Mar Rehab. & Nursing Center
	  	Rockport	  	MA	  	April 30, 2010	  	#3
	25	  	583	  	 Embassy House Sk. Nsg. & Rehab.
	  	Brockton	  	MA	  	April 30, 2010	  	#3
	26	  	1231	  	 Oak Hill Nursing & Rehab. Ctr.
	  	Pawtucket	  	RI	  	April 30, 2010	  	#3
	27	  	559	  	 Birchwood Terrace Healthcare
	  	Burlington	  	VT	  	April 30, 2010	  	#3
	28	  	4871	  	 Kindred Hospital - Lakeshore
	  	Chicago	  	IL	  	April 30, 2010	  	#3
	29	  	4666	  	 Kindred Hospital - New Orleans
	  	New Orleans	  	LA	  	April 30, 2010	  	#3
	30	  	791	  	 Rehab. & Health. Ctr. of Huntsville
	  	Huntsville	  	AL	  	April 30, 2010	  	#3
	31	  	1238	  	 Tucker Nursing Center
	  	Tucker	  	GA	  	April 30, 2010	  	#3
	32	  	723	  	 Guardian Care of Rocky Mount.
	  	Rocky Mount	  	NC	  	April 30, 2010	  	#3
	33	  	570	  	 Pickerington Nursing & Rehab. Ctr.
	  	Pickerington	  	OH	  	April 30, 2010	  	#3
	34	  	571	  	 Logan Health Care Center
	  	Logan	  	OH	  	April 30, 2010	  	#3
	35	  	4664	  	 Kindred Hospital – Albuquerque
	  	Albuquerque	  	NM	  	April 30, 2010	  	#5
	36	  	4665	  	 Kindred Hospital – Denver
	  	Denver	  	CO	  	April 30, 2010	  	#5
	37	  	213	  	 Wildwood Healthcare Center
	  	Indianapolis	  	IN	  	April 30, 2010	  	#5
	38	  	290	  	 Bremen Health Care Center
	  	Bremen	  	IN	  	April 30, 2010	  	#5
	39	  	277	  	 Rosewood Health Care Center
	  	Bowling Green	  	KY	  	April 30, 2010	  	#5
	40	  	785	  	 Hillcrest Health Care Center
	  	Owensboro	  	KY	  	April 30, 2010	  	#5
	41	  	787	  	 Woodland Terrace Health Care Fac.
	  	Elizabethtown	  	KY	  	April 30, 2010	  	#5
	42	  	864	  	 Harrodsburg Health Care Center
	  	Harrodsburg	  	KY	  	April 30, 2010	  	#5
	43	  	746	  	 Homestead Health Care & Rehab. Ctr.
	  	Lincoln	  	NE	  	April 30, 2010	  	#5
	44	  	765	  	 Eastview Medical & Rehab. Center
	  	Antigo	  	WI	  	April 30, 2010	  	#5
	45	  	131	  	 Harrison Health and Rehabilitation Center
	  	Corydon	  	IN	  	April 30, 2010	  	#5

  

 2 









 EXHIBIT L-5 
  
 AMENDMENT OF CMBS MASTER LEASE 
  

 L-5-1 










  
 CMBS MASTER LEASE AMENDMENT 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 AMENDMENT AGREEMENT 
  
 THIS CMBS MASTER LEASE AMENDMENT AGREEMENT (hereinafter this “Agreement”) is dated as of the
             day of             , 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 4th Avenue,
Louisville, Kentucky 40202. 
  
 RECITALS 
  
 A. Lessor and Ventas Realty, Limited Partnership, a Delaware limited
partnership (“VRLP”) 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 by and between Lessor
and Tenant. 
  
 C. VRLP and Tenant entered into an Agreement for
Sale of Real Estate and Master Lease Amendments dated     , 2003 (as the same may have been heretofore amended, amended and restated, supplemented, modified, renewed, extended or replaced, the
“Sale/Amendment Agreement”). 
  
 D. Immediately
prior hereto and pursuant to the Sale/Amendment Agreement, Lessor and Tenant entered into a certain Master Lease Partial Lease Termination Agreement bearing even date herewith (the “Partial Lease Termination”), pursuant to which the
Lease was terminated as it applied to a certain property. 
  
 E.
Lessor and Tenant desire to amend the Lease as it applies to the remaining Leased Properties, after the aforesaid termination, 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. Base Rent and Current Rent Amendments. Relative to the definitions of “Base Rent” and “Current Rent” contained in Section 2.1 of the Lease, Lessor and Tenant agree that 

  

 2 









 
the Base Rent and Current Rent for the Leased Properties remaining under the Lease after the termination referenced in the Partial Lease Termination shall,
for the period from [Insert date immediately following the Closing Date under the Sale/Amendment Agreement], 2003 through April 30, 2004, be equal to Thirty Two Million Eight Hundred Ninety Five Thousand Four Hundred Four and 88/100 Dollars
($32,895,404.88) per annum, and, for Rent Calculation Years thereafter, Base Rent and Current Rent shall be determined as set forth in subsection (d) of the definition of “Base Rent” or subsection (b) of the definition of “Current
Rent”, as applicable, contained in such Section 2.1, in each case subject to the provisions of such definitions relative to the Reset Option and to the provisions of Article XIX relative to the amount of the Base Rent and Current
Rent during Extended Terms. 
  
 3. New Exhibit C. Effective
as of [Insert date immediately following the Closing Date under the Sale/Amendment Agreement], Exhibit C to the Lease shall be amended and restated in its entirety to read as set forth in Attachment 1 to this Agreement.

  
 4. New Exhibit D. Exhibit D to the Lease is
hereby amended and restated in its entirety to read as set forth in Attachment 2 to this Agreement. 
  
 5. No Other Amendments. Except as provided in this Agreement, the Lease remains in full force and effect without modification. 
  
 6. 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. 
  
 7. 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, with respect to such subject matter. 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. 
  
 8. 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. 
  
 9. 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 where expressly provided to the contrary. 
  

 3 









 10. Severability. In the event that any paragraph, section, sentence, clause or phrase contained
in this Agreement becomes or is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining paragraphs, sections, sentences, clauses or phrases contained in this Agreement shall not be affected
thereby. 
  
 11. Counterparts. This Agreement and any
amendment to this Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument. 
  
 [Signature Page Follows] 
  

 4 









 IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first above
written. 
  

			
	TENANT:
	
	KINDRED HEALTHCARE, INC., a Delaware corporation formerly known as Vencor, Inc.
		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

			
	TENANT:
	
	KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation formerly known as Vencor Operating, Inc.
		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

					
	LESSOR:
	
	VENTAS FINANCE I, LLC, a Delaware limited liability company
		
	By:	 	Ventas Finance I, Inc., its sole member
			
	 	 	By:	 	 
	 	 	 	 	

	 	 	 	 	 T. Richard Riney, Executive Vice President,
 General Counsel and Secretary



  

 5 









 Acknowledgments 
  

					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
             day of                 , 2003, personally came before me
                    , a Notary Public in and for said County and State,
                    , who being by me duly sworn, says that he is the
                     of KINDRED HEALTHCARE, INC., a Delaware corporation, and that the seal affixed to the foregoing instrument in writing is
the corporate seal of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said
                     acknowledged the said writing to be the act and deed of said corporation. 
  
 WITNESS my hand and notarial stamp/seal this
             day of     , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
             day of                 , 2003, personally came before me
                    , a Notary Public in and for said County and State,
                    , who being by me duly sworn, says that he is the
                     of KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation, and that the seal affixed to the foregoing instrument in
writing is the corporate seal of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said
                     acknowledged the said writing to be the act and deed of said corporation. 
  
 WITNESS my hand and notarial stamp/seal this
             day of     , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

 6 










					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
             day of                 , 2003, personally came before me
                    , a Notary Public in and for said County and State, T. Richard Riney, who being by me duly sworn, says that he is the
Executive Vice President, General Counsel and Secretary of VENTAS FINANCE I, INC., a Delaware corporation, in its capacity as the sole member of VENTAS FINANCE I, LLC, a Delaware limited liability company, and that the seal affixed to the foregoing
instrument in writing is the corporate seal of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given, in its aforesaid sole member capacity on behalf of the aforesaid limited
liability company. And the said Executive Vice President, General Counsel and Secretary acknowledged the said writing to be the act and deed of said corporation, acting in such sole member capacity. 
  
 WITNESS my hand and notarial stamp/seal this
             day of                 , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

 7 









 CONSENT 
  
 The undersigned hereby consents to the terms of the foregoing instrument. 
  
 JPMORGAN CHASE BANK (formerly THE CHASE MANHATTAN BANK, successor by merger to MORGAN GUARANTY TRUST COMPANY OF NEW YORK), as administrative
agent and Collateral Agent under that certain $120,000,000 credit agreement, dated as of April 20, 2001, as amended, and as administrative agent and Collateral Agent under that certain $300,000,000 credit agreement, dated as of April 20, 2001, as
amended 
  

			
		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	


  

					
	STATE OF __________________    	 	)	  	 
	 	 	)	  	 
	COUNTY OF ________________    	 	)	  	 

  
 This
             day of                 , 2003, personally came before me
                    , a Notary Public in and for said County and State,
                    , who being by me duly sworn, says that he is the
                     of JPMORGAN CHASE BANK, a
                     corporation, and that the seal affixed to the foregoing instrument in writing is the corporate seal of said corporation,
and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said
                     acknowledged the said writing to be the act and deed of said corporation. 
  
 WITNESS my hand and notarial stamp/seal this
             day of                 , 2003. 
  

	
	
	 
	

	 Notary Public



  

	
	 My Commission Expires:

	
	  
	

	 [Notarial Stamp/Seal]


  

 8 









 ATTACHMENT 1 
  
 Exhibit C 
  
 Allocation Schedule – Applicable Transferred Property Percentages 
  

								
	Facility ID

	  	 Facility Name

	  	Base Rent
Commencing
May 1, 2003

	  	Percentage of
Master Lease
Commencing
December 10, 2003

	 
	112	  	 Royal Oaks Healthcare & Rehab Ctr.
	  	1,319,634.96	  	4.0116	%
	113	  	 Southwood Health & Rehab Center
	  	1,102,998.72	  	3.3530	%
	137	  	 Sunnybrook Alzheimer’s & HC Spec.
	  	383,336.57	  	1.1653	%
	138	  	 Blue Ridge Rehab. & Healthcare Ctr.
	  	465,370.75	  	1.4147	%
	150	  	 Nob Hill Healthcare Center
	  	2,285,147.73	  	6.9467	%
	165	  	 Rainier Vista Care Center
	  	1,153,736.14	  	3.5073	%
	167	  	 Canyonwood Nursing & Rehab. Ctr.
	  	733,987.95	  	2.2313	%
	180	  	 Vancouver Healthcare & Rehab. Ctr.
	  	686,047.19	  	2.0855	%
	188	  	 Cypress Pointe Rehab & HC Center
	  	698,473.92	  	2.1233	%
	190	  	 Winston-Salem Rehab & HC Center
	  	498,323.86	  	1.5149	%
	221	  	 Lewiston Rehabilitation & Care Ctr.
	  	360,665.24	  	1.0964	%
	247	  	 St. George Care and Rehab. Center
	  	1,048,878.71	  	3.1885	%
	280	  	 Winchester Centre for Health/Rehab.
	  	1,207,539.29	  	3.6708	%
	286	  	 Columbia Healthcare Facility
	  	898,749.16	  	2.7321	%
	335	  	 Lawton Healthcare Center
	  	898,599.30	  	2.7317	%
	406	  	 Muncie Health Care & Rehab.
	  	1,368,308.61	  	4.1596	%
	482	  	 Wind River Healthcare & Rehab Ctr.
	  	682,650.55	  	2.0752	%
	483	  	 Sage View Care Center
	  	430,184.56	  	1.3077	%
	501	  	 Blue Hills Alzheimer’s Care Center
	  	624,334.08	  	1.8979	%
	529	  	 Bolton Manor Nursing Home
	  	963,279.90	  	2.9283	%
	537	  	 Quincy Rehab. & Nursing Center
	  	777,100.86	  	2.3623	%
	560	  	 Franklin Woods Health Care Center
	  	533,335.84	  	1.6213	%
	572	  	 Winchester Place Nsg. & Rehab. Ctr.
	  	681,728.46	  	2.0724	%
	573	  	 Eagle Pond Rehab. & Living Center
	  	1,381,453.41	  	4.1995	%
	581	  	 Blueberry Hill Healthcare
	  	1,249,502.67	  	3.7984	%
	588	  	 Walden Rehab. & Nursing Center
	  	812,060.63	  	2.4686	%
	591	  	 Dover Rehab. & Living Center
	  	1,053,896.88	  	3.2038	%
	593	  	 Hanover Terrace Healthcare
	  	509,229.40	  	1.5480	%
	635	  	 Coshocton Health & Rehab. Center
	  	490,165.25	  	1.4901	%
	655	  	 Federal Heights Rehab. & Nsg. Ctr.
	  	1,065,862.32	  	3.2402	%
	660	  	 Savannah Specialty Care Center
	  	601,716.15	  	1.8292	%

  

 1 










								
	Facility ID

	  	 Facility Name

	  	Base Rent
Commencing
May 1, 2003

	  	Percentage of
Master Lease
Commencing
December 10, 2003

	 
	704	  	 Guardian Care of Roanoke Rapids
	  	630,683.91	  	1.9172	%
	707	  	 Rehab. & Nursing Center of Monroe
	  	642,923.62	  	1.9544	%
	724	  	 Rehab. & Health Center of Gastonia
	  	634,838.07	  	1.9299	%
	775	  	 Sheridan Medical Complex
	  	576,338.47	  	1.7520	%
	776	  	 Woodstock Health & Rehab. Center
	  	442,883.29	  	1.3463	%
	825	  	 Nansemond Pointe Rehab. & HC Ctr.
	  	1,213,464.22	  	3.6889	%
	829	  	 River Pointe Rehab. & Healthc. Ctr.
	  	653,914.66	  	1.9879	%
	884	  	 Masters Health Care Center
	  	1,134,060.23	  	3.4475	%
	 	  	 	  	
	  	
	

	 	  	 Total
	  	32,895,405.53	  	100.0000	%
	 	  	 	  	
	  	
	


  

 2 









 ATTACHMENT 2 
  
 EXHIBIT D 
 Renewal Groups 
  
 CMBS Portfolio

  

													
	 	  	Facility ID

	  	 Name

	  	City

	  	State

	  	Lease Expiration Date

	  	Renewal
Group
Number


	1	  	406	  	 Muncie Health Care & Rehab.
	  	Muncie	  	IN	  	April 30, 2008	  	#11
	2	  	280	  	 Winchester Centre for Health/Rehab.
	  	Winchester	  	KY	  	April 30, 2008	  	#11
	3	  	635	  	 Coshocton Health & Rehab. Ctr.
	  	Coshocton	  	OH	  	April 30, 2008	  	#11
	4	  	482	  	 Wind River Healthcare & Rehab Ctr.
	  	Riverton	  	WY	  	April 30, 2008	  	#11
	5	  	704	  	 Guardian Care of Roanoke Rapids
	  	Roanoke Rapids	  	NC	  	April 30, 2008	  	#11
	6	  	167	  	 Canyonwood Nursing & Rehab. Ctr.
	  	Redding	  	CA	  	April 30, 2008	  	#11
	7	  	247	  	 St. George Care and Rehab. Center
	  	St. George	  	UT	  	April 30, 2008	  	#11
	8	  	180	  	 Vancouver Healthcare & Rehab. Ctr.
	  	Vancouver	  	WA	  	April 30, 2008	  	#11
	9	  	112	  	 Royal Oaks Healthcare & Rehab Ctr.
	  	Terre Haute	  	IN	  	April 30, 2013	  	#12
	10	  	138	  	 Blue Ridge Rehab. & Healthcare Ctr.
	  	Asheville	  	NC	  	April 30, 2013	  	#12
	11	  	724	  	 Rehab. & Health Center of Gastonia
	  	Gastonia	  	NC	  	April 30, 2013	  	#12

  

 1 










													
	 	  	Facility ID

	  	 Name

	  	City

	  	State

	  	Lease Expiration Date

	  	Renewal
Group
Number


	12	  	655	  	 Federal Heights Rehab. & Nsg. Ctr.
	  	Salt Lake City	  	UT	  	April 30, 2013	  	#12
	13	  	483	  	 Sage View Care Center
	  	Rock Springs	  	WY	  	April 30, 2013	  	#12
	14	  	529	  	 Bolton Manor Nursing Home
	  	Marlborough	  	MA	  	April 30, 2013	  	#12
	15	  	591	  	 Dover Rehab. & Living Center
	  	Dover	  	NH	  	April 30, 2013	  	#12
	16	  	113	  	 Southwood Health & Rehab Center
	  	Terre Haute	  	IN	  	April 30, 2010	  	#13
	17	  	286	  	 Columbia Healthcare Facility
	  	Evansville	  	IN	  	April 30, 2010	  	#13
	18	  	190	  	 Winston-Salem Rehab & HC Center
	  	Winston-Salem	  	NC	  	April 30, 2010	  	#13
	19	  	560	  	 Franklin Woods Health Care Center
	  	Columbus	  	OH	  	April 30, 2010	  	#13
	20	  	572	  	 Winchester Place Nsg. & Rehab. Ctr.
	  	Canal Winchester	  	OH	  	April 30, 2010	  	#13
	21	  	884	  	 Masters Health Care Center
	  	Algood	  	TN	  	April 30, 2010	  	#14
	22	  	501	  	 Blue Hills Alzheimers Care Center
	  	Stoughton	  	MA	  	April 30, 2010	  	#13
	23	  	537	  	 Quincy Rehab. & Nursing Center
	  	Quincy	  	MA	  	April 30, 2010	  	#13
	24	  	573	  	 Eagle Pond Rehab. & Living Center
	  	South Dennis	  	MA	  	April 30, 2010	  	#13
	25	  	581	  	 Blueberry Hill Healthcare
	  	Beverly	  	MA	  	April 30, 2010	  	#13
	26	  	593	  	 Hanover Terrace Healthcare
	  	Hanover	  	NH	  	April 30, 2010	  	#13
	27	  	150	  	 Nob Hill Healthcare Center
	  	San Francisco	  	CA	  	April 30, 2010	  	#14
	28	  	335	  	 Lawton Healthcare Center
	  	San Francisco	  	CA	  	April 30, 2010	  	#14
	29	  	588	  	 Walden Rehab. & Nursing Center
	  	Concord	  	MA	  	April 30, 2010	  	#13
	30	  	137	  	 Sunnybrook Alzheimers & HC Spec.
	  	Raleigh	  	NC	  	April 30, 2010	  	#14
	31	  	188	  	 Cypress Pointe Rehab & HC Center
	  	Wilmington	  	NC	  	April 30, 2010	  	#14

  

 2 










													
	 	  	Facility ID

	  	 Name

	  	City

	  	State

	  	Lease Expiration Date

	  	Renewal
Group
Number


	32	  	707	  	 Rehab. & Nursing Center of Monroe
	  	Monroe	  	NC	  	April 30, 2010	  	#14
	33	  	825	  	 Nansemond Pointe Rehab. & HC Ctr.
	  	Suffolk	  	VA	  	April 30, 2010	  	#14
	34	  	829	  	 River Pointe Rehab. & Healthc. Ctr.
	  	Virginia Beach	  	VA	  	April 30, 2010	  	#14
	35	  	165	  	 Rainier Vista Care Center
	  	Puyallup	  	WA	  	April 30, 2010	  	#13
	36	  	221	  	 Lewiston Rehabilitation & Care Ctr.
	  	Lewiston	  	ID	  	April 30, 2010	  	#14
	37	  	660	  	 Savannah Specialty Care Center
	  	Savannah	  	GA	  	April 30, 2010	  	#14
	38	  	775	  	 Sheridan Medical Complex
	  	Kenosha	  	WI	  	April 30, 2010	  	#14
	39	  	776	  	 Woodstock Health & Rehab. Center
	  	Kenosha	  	WI	  	April 30, 2010	  	#14

  

 3 









 EXHIBIT M 
  
 BILL OF SALE AND ASSIGNMENT 
  

[To be revised as necessary for the conveyance of the Personal Property, 
 if any, held by Ventas Finance I, LLC at Westridge] 
  
 FOR VALUE RECEIVED, Ventas Realty, Limited Partnership, a Delaware limited partnership (“Seller”), hereby transfers and assigns to
                                    , a
                     [certain Purchasers are permitted per the Agreement] (“Purchaser”), all of Seller’s right,
title and interest, if any, in the following (collectively, the “Personal Property”): (a) the tangible personal property located on the land described in Exhibit A attached hereto and made a part hereof (the
“Land”) or in any buildings, structures, fixtures or other improvements located on the Land (the “Improvements”); (b) all transferable warranties or guaranties held by Seller, to the extent relating to the Land or
the Improvements, including, without limitation, any construction related warranties or guaranties held by Seller; (c) to the extent assignable, all licenses, certificates, authorizations, approvals, building permits, and other applicable permits
and licenses issued by any governmental authority and held by Seller, to the extent relating to the ownership (as opposed to the operation or occupancy) of the Land or the Improvements; (d) all plans and specifications (including architectural,
mechanical, plumbing, landscaping, engineering, and electrical plans and specifications), zoning files, drawings, working drawings, plans, site plans, mechanical drawings, and specifications related to the construction or landscaping of the
Improvements that Seller owns and has in its possession; and (e) any pending challenges relating to property taxes assessed against the Land or Improvements and any property tax refunds for previous years’ property tax payments. 
  
 This Bill of Sale and Assignment is delivered pursuant to the terms of that
certain Agreement for Sale of Real Property and Master Lease Amendments dated as of                     , 2003 between Seller and Kindred
Healthcare, Inc. and Kindred Healthcare Operating, Inc. (the “Sale/Amendment Agreement”). The Personal Property, if any, is transferred in “AS IS”, “WHERE IS”, “WITH ALL FAULTS” condition, and without
any warranties, representations or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of, Seller, and otherwise in accordance with the terms of Section 15 and the other provisions of the
Sale/Amendment Agreement, except that Seller warrants to Purchaser that its right, title and interest, if any, in the Personal Property is not encumbered by any lien or security interest securing borrowed indebtedness of Seller. 
  
 [Signature Page Follows] 
  

 M-1 









 IN WITNESS WHEREOF, Seller has executed this Bill of Sale and Assignment as of the
             day of                     , 2003. 
  

					
	SELLER:
	
	VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership
		
	By:	 	 Ventas, Inc.

	Its:	 	 Sole General Partner

			
	 	 	 By:
	 	 
	 	 	 	 	

	 	 	 Name:
	 	 
	 	 	 	 	

	 	 	 Its:
	 	 
	 	 	 	 	



  

 M-2 









 EXHIBIT A TO BILL OF SALE AND ASSIGNMENT 
  

 M-3 









 [EXHIBIT N] 
  
 [Letter to the FTC] 
  

 N-1 









 Writer’s Direct Dial: (202) 974-1528 
 E-Mail: bbyrne@cgsh.com 
  
 October
29, 2003 
  
 BY HAND 
  
 Michael B. Verne, Esq. 
 Federal Trade Commission 
 Premerger Notification Office 
 Bureau of Competition 
 600 Pennsylvania Avenue, N.W. 
 Washington, DC 20580 
  

	 	Re:	Telephone Conversations on October 23 & 24, 2003 

  
 Dear Michael: 
  
 This letter serves to confirm our telephone conversations of Thursday, October 23, 2003, and Friday, October 24, 2003. Pursuant to these conversations, we agreed that under the factual scenario described below, there
would be no reporting obligation under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “Hart-Scott-Rodino Act”), 15 U.S.C. §18a. In particular, we agreed that such a transaction would qualify for an exemption pursuant to
§802.5 of the HSR Rules, 16 C.F.R.§802.5 (notwithstanding that the size-of-persons and size-of-transaction tests are met). 
  
 The facts we discussed are as follows: 
  
 Company A owns a number of facilities and leases those facilities to Company B. These facilities include real estate, buildings, and improvements, and are
used by B in a service industry. B intends to exit the business it conducts at several of these facilities. B understands 

  











 Michael B. Verne, Esq. 
 October 29, 2003 
 Page 2 
  

 
that A is unwilling to consent to B’s subleasing the facilities (or consent to an assignment by B of the lease of the facilities) to third parties.
Thus, in order to exit the business, B must purchase the facilities from A, which will enable B to sell them on to third parties. While B plans to sell the facilities to several third parties, B will not be in a position to close these divestitures
simultaneously with the closing of B’s acquisition of the facilities from A. Thus, B will own and operate the facilities for a period that is expected to vary by purchaser (from several weeks to over six months). Company B has already signed
letters of intent to sell two of the facilities, and expects to sign another prior to closing on its acquisition of the facilities. (However, B does not expect that letters of intent will be signed in relation to all of the divestitures of the
facilities before the closing of B’s acquisition of the facilities from A.) B’s purpose in purchasing the facilities is solely to facilitate the disposition of the facilities. For accounting purposes, Company B will reflect the facilities
on its balance sheet as assets “held for sale.” 
  
 Based on our call, I understand that you agree with our view that the acquisition by B (from A) is exempt under §802.5 of the HSR Rules, as B would hold the acquired assets “solely for rental or investment purposes.”

  
 I would greatly appreciate if you could call me at
202-974-1528 to confirm that this letter accurately summarizes our conversation and your views on this issue. Thank you for your attention to this matter. 
  

	
	 Very truly yours

	
	 /s/    Brian Byrne        


	 Brian Byrne