Master Lease No.1 Partial Lease Termination Agreement




 EXHIBIT 10.80 
  

  
 MASTER LEASE NO. 1
PARTIAL LEASE TERMINATION AGREEMENT 
  
 BY AND AMONG

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









 MASTER LEASE NO. 1 PARTIAL LEASE TERMINATION AGREEMENT 
  
 THIS MASTER LEASE NO. 1 PARTIAL LEASE TERMINATION AGREEMENT
(hereinafter this “Agreement” ) is dated as of the 11th day of December, 2003, and is by and among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (together with its successors and assigns,
“Lessor”), having an office at 4360 Brownsboro Road, Suite 115, Louisville, Kentucky 40207, and KINDRED HEALTHCARE, INC., a Delaware corporation (f/k/a Vencor, Inc.) (“Kindred”), and KINDRED HEALTHCARE
OPERATING, INC., a Delaware corporation (f/k/a Vencor Operating, Inc.) (“Operator”; Operator, jointly and severally with Kindred and permitted successors and assignees of Operator and Kindred, “Tenant”), both
having an office at 680 South 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 November 5, 2003 (as the same may have been heretofore amended, amended and restated, supplemented, modified, renewed, extended or replaced, the “Sale/Amendment Agreement”). 
  
 C. Pursuant to the Sale/Amendment Agreement, Lessor and Tenant desire to
terminate the Lease as it applies to certain of the Leased Properties demised pursuant to the Lease, on the terms set forth in this Agreement. 
  
 NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereby agree as follows: 
  
 1. Capitalized Terms. All capitalized terms used herein and not
defined herein shall have the meaning ascribed thereto in the Lease. 
  
 2. Partial Lease Termination. Effective as of the date hereof, the Lease shall terminate with respect to the Leased Properties described on Exhibit A attached to and made a part of this Agreement in accordance with the terms
of Section 40.16 of the Lease, and Tenant shall remain obligated to perform all of its indemnification obligations and other liabilities and obligations under the Lease that survive such termination in accordance with the terms of such
Section 40.16, Section 24.1 of the Lease and any other applicable provisions of the Lease. 
  
 3. Termination Fee. Simultaneously with Lessor’s and Tenant’s entry into this Agreement, Tenant shall pay to Lessor, by wire transfer of
immediately available funds to such wire transfer account(s) as Lessor may specify in writing, the sum of Two Million Seven Hundred Sixty Five Thousand Eight Hundred Sixty One and No/100 Dollars ($2,765,861.00) in consideration of Lessor’s
agreement to terminate the Lease as it applies to the Leased Properties referenced in Paragraph 2 above. 








 4. No Other Amendments. Except as provided in this Agreement, the Lease remains in full force and
effect without modification. 
  
 5. Successors and Assigns.
This Agreement and the covenants and agreements herein contained shall be binding upon and inure to the benefit of Lessor and Tenant and their respective heirs, devisees, successors and assigns. 
  
 6. Integrated Agreement; Modifications; Waivers. This Agreement
constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior representations, understandings and agreements, whether written or oral. Each of the parties hereto acknowledges
that it has not relied upon, in entering into this Agreement, any representation, warranty, promise or condition not specifically set forth in this Agreement. No supplement, modification or waiver of any provision of this Agreement shall be binding
unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a
continuing waiver unless otherwise expressly provided. 
  
 7.
Headings and Captions. The 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:
	 	 /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


  

 3 









 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 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]

  

 4 










			
	STATE OF KENTUCKY	 	 )

	 	 	 )

	COUNTY OF JEFFERSON	 	 )


  
 This 11th day
of December, 2003, personally came before me Kimberly S. Tobin, 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/ Kimberly S. Tobin


	 	 	 Notary Public



  
 My Commission Expires:

  

			
	 November 26, 2006

	[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:
	 	 /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]


  

 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