CMBS Master Lease Amendment Agreement




 EXHIBIT 10.86 

  
 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 11th
day of December, 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 November 5, 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 

  

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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 December 12, 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 December 12, 2003, 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. 
  
 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 

  

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

			
	 	 	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 Tracey Maxwell, 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 Senior 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/ Tracey Maxwell
	

	Notary Public


  
 My Commission Expires:

  
 December 19, 2006 
 [Notarial Stamp/Seal] 
  

			
	STATE OF KENTUCKY	 	)
	 	 	)
	COUNTY OF JEFFERSON	 	)

  
 This 5th day of
December, 2003, personally came before me Tracey Maxwell, 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/ Tracey Maxwell
	

	Notary Public


  
 My Commission Expires:

  
 December 19, 2006 
 [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 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 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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 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%

  

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	 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%
	 	  	 	  	
	  	


  

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 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

  

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	 	  	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

  

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