Master Lease No. 3 Amendment Agreement




 EXHIBIT 10.83 

  
 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 11th day of December, 2003, and is by and among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (together with its successors and assigns, “Lessor”), having
an office at 4360 Brownsboro Road, Suite 115, Louisville, Kentucky 40207, and KINDRED HEALTHCARE, INC., a Delaware corporation (f/k/a Vencor, Inc.) (“Kindred”), and KINDRED HEALTHCARE OPERATING, INC., a Delaware
corporation (f/k/a Vencor Operating, Inc.) (“Operator”; Operator, jointly and severally with Kindred and permitted successors and assignees of Operator and Kindred, “Tenant”), both having an office at 680 South
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 November 5, 2003
(as the same may have been heretofore amended, amended and restated, supplemented, modified, renewed, extended or replaced, the “Sale/Amendment Agreement”). 
  
 C. 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 December 11, 2003, as set forth as of such date in Exhibit D to this Lease. 
  
 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. 
  

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 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] 
  

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 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:
	 	 /s/ Joseph Landenwich

	 	 	

	 Name:
	 	 Joseph Landenwich

	 Title:
	 	 Vice President of Corporate Legal
 Affairs and Corporate Secretary

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

		
	 By:
	 	 /s/ Joseph Landenwich

	 	 	

	 Name:
	 	 Joseph Landenwich

	 Title:
	 	 Vice President of Corporate Legal
 Affairs and Corporate Secretary



  

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

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

			
	 	 	 By:
	 	 /s/ T. Richard Riney

	 	 	 	 	

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



  

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 Acknowledgments 
  

			
	STATE OF KENTUCKY	 	)
	 	 	)
	COUNTY OF JEFFERSON	 	)

  
 This 5th day of
December 2003, personally came before me Maria Colville, a Notary Public in and for said County and State, Joseph Landenwich, who being by me duly sworn, says that he is the Vice President of Corporate Legal Affairs and Corporate Secretary 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 Vice President of Corporate Legal Affairs and Corporate Secretary acknowledged the said writing to be the act and deed of said corporation. 
  
 WITNESS my hand and notarial stamp/seal this 5th day of December, 2003. 
  

	
	
	 /s/ Maria Colville

	

	 Notary Public



  

	
	 My Commission Expires:

	
	 March 22, 2004

	 [Notarial Stamp/Seal]


  

			
	STATE OF KENTUCKY	 	)
	 	 	)
	COUNTY OF JEFFERSON	 	)

  
 This 5th day of
December, 2003, personally came before me Maria Colville, a Notary Public in and for said County and State, Joseph Landenwich, who being by me duly sworn, says that he is the Vice President of Corporate Legal Affairs and Corporate Secretary 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 Vice President of Corporate Legal Affairs and Corporate Secretary acknowledged the said writing to be the act and deed of said corporation. 
  
 WITNESS my hand and notarial stamp/seal this 5th day of December, 2003. 
  

	
	
	 /s/ Maria Colville

	

	 Notary Public



  

	
	 My Commission Expires:

	
	 March 22, 2004

	 [Notarial Stamp/Seal]


  

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	STATE OF KENTUCKY	 	)
	 	 	)
	COUNTY OF JEFFERSON	 	)

  
 This 11th day of
December, 2003, personally came before me Dana J. Baker, 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 11th day of December, 2003. 
  

	
	
	 /s/ Dana J. Baker

	

	 Notary Public



  

	
	 My Commission Expires:

	
	March 28, 2005
	 [Notarial Stamp/Seal]


  

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 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:	 	 /s/ James S. Ely, III

	 	 	

	Name:	 	 James S. Ely, III

	 Title:
	 	 Managing Director


  

			
	STATE OF NEW YORK	 	)
	 	 	)
	COUNTY OF NEW YORK	 	)

  
 This 5th day of
December, 2003, personally came before me Bernadette M. Sullivan, a Notary Public in and for said County and State, James S. Ely, III, who being by me duly sworn, says that he is the Managing Director of JPMORGAN CHASE BANK, a New York banking
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
Managing Director acknowledged the said writing to be the act and deed of said corporation. 
  
 WITNESS my hand and notarial stamp/seal this 5th day of December, 2003. 
  

	
	
	 /s/ Bernadette M. Sullivan

	

	 Notary Public



  

	
	 My Commission Expires:

	
	 June 30, 2006

	 [Notarial Stamp/Seal]


  

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 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 



  

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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”. 

  

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 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

  

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	 	  	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

  

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	 	  	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

  

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