EX-10.1



 Exhibit 10.1 

AGREEMENT REGARDING MASTER LEASES NO. 2 

THIS AGREEMENT REGARDING MASTER LEASES No. 2 (hereinafter, this “Agreement”) is dated as of the 31st day of December,
2014, and is between VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (together with its successors and assigns, “Lessor”), and KINDRED HEALTHCARE, INC., a Delaware corporation formerly known as Vencor, Inc.
(“Kindred”), and KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation formerly known as Vencor Operating, Inc. (“Operator”; Operator, jointly and severally with Kindred and permitted successors and assignees
of Operator and Kindred, “Tenant”). 
 RECITALS 

A. Lessor and Tenant have heretofore entered into (1) that certain Second Amended and Restated Master Lease Agreement No. 1 (such
agreement, as heretofore amended, is herein referred to as “ML1”) dated as of April 27, 2007, and Ventas, Inc. executed a Joinder to such ML1 with respect to one (1) leased property which was formerly demised thereunder
(Facility No. 4619), (2) that certain Second Amended and Restated Master Lease Agreement No. 2 (such agreement, as heretofore amended, is herein referred to as “ML2”) dated as of April 27, 2007, (3) that
certain Second Amended and Restated Master Lease Agreement No. 3 (such agreement, as heretofore amended, is herein referred to as “ML3”) dated as of April 27, 2007, and (4) that certain Second Amended and Restated
Master Lease Agreement No. 4 (such agreement, as heretofore amended, is herein referred to as “ML4”) dated as of April 27, 2007, and Ventas, Inc. executed a Joinder to such ML4 with respect to one (1) leased property
demised thereunder and which is to be demised under ML5 referenced below (Facility No. 4614) (ML1, ML2, ML3 and ML4 are sometimes collectively referred to herein as “ML1-4”). 

B. Lessor and Tenant have heretofore entered into that certain Amended and Restated Master Lease Agreement No. 5 (such agreement, as
heretofore amended, is herein referred to as “ML5”) dated as of September 30, 2013, and Ventas, Inc. executed Joinders to such ML5 with respect to Facility Nos. 4614 and 4619. 

C. Lessor and Tenant previously entered into that certain Agreement Regarding Master Leases (“ARML1”) dated as of
September 30, 2013 containing agreements relating to, and certain amendments of, each of ML1, ML2, ML3, ML4 and ML5 (each of ML1, ML2, ML3, ML4 and ML5 is referred to herein as a “Master Lease” and collectively as the
“Master Leases”; each capitalized term that is used in this Agreement and not otherwise defined shall have the same meaning herein as in the Master Leases). 

D. Lessor and Tenant desire to enter into this Agreement containing additional agreements relating to, and certain amendments of, each of the
Master Leases. 
 NOW, THEREFORE, in consideration of the foregoing, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Lessor and Tenant hereby agree as follows: 







 1. Payment to Lessor. In consideration of Lessor’s entry into this Agreement
Tenant, within 10 business days after the execution and delivery of this Agreement, shall pay to Lessor the sum of $37,000,000, which sum shall be paid to Lessor by wire transfer to the account referenced on Exhibit A. 

2. Modification of Payments in Connection with Changes of Control. Clause (i) of Section 25.1.7 of each of ML1, ML2
and ML4 is hereby replaced with the following “(i) as and when received by Tenant, (a) 80% of any consideration (including, without limitation, capital stock, stock options or warrants, license fees and all other forms of remuneration)
received on account of any assignment (other than an assignment on account of a Kindred Change of Control Transaction (as defined in that certain Amended and Restated Master Lease Agreement No. 5 dated as of September 30, 2013 between
Lessor and Tenant), or (b) in the case of a Kindred Change of Control Transaction, the greater of (x) 10% of any consideration (including, without limitation, capital stock, stock options or warrants, license fees and all other forms of
remuneration) received on account of any assignment on account of a Kindred Change of Control Transaction, or (y) 10% of the then-current Base Rent at the time of such Kindred Change of Control Transaction”. ML5 is not being modified by
this Agreement.  
 3. Maintenance  

3.1. Payment. In relation to Tenant’s maintenance obligations (in accordance with the requirements of the Master
Leases) with respect to certain properties previously removed from the Master Leases, within 10 business days after the execution and delivery of this Agreement, Tenant shall pay to Lessor the sum of $3,000,000, which sum shall be paid to Lessor by
wire transfer to the account referenced on Exhibit A.  
 3.2. Release. Lessor hereby releases Tenant, its
affiliates or subsidiaries, all of their respective past, present and future officers, directors, managing directors, members, partners, employees, and, in their capacities as such, their agents, attorneys, accountants, advisors, and
representatives, and each of their predecessors, successors and assigns, from any and all claims, actions, causes of action, proceedings, controversies, liabilities, obligations, rights, suits, damages, losses, judgments, duties, costs, expenses,
fees, demands, matters and issues of any kind or nature whatsoever, that have been or could have been asserted directly or derivatively, in any court, tribunal or proceeding, existing or hereafter arising, in law, equity, or otherwise, in connection
with: (a) the maintenance, repair, replacement and life-safety obligations under the Master Leases (including without limitation any alleged deficiencies of that nature under Sections 7.2.4, 8.1, 8.2, and 9.1(a) of the Master Leases) with
respect to any of the Leased Properties identified on Exhibit C (the “Release Properties”); and (b) any alleged deficiencies in capital expenditures with respect to any of the Release Properties. 

4. ML3. The parties acknowledge that Tenant is no longer in possession of any of the Properties formerly demised under ML3.
Notwithstanding such fact, the parties may continue to have obligations and rights under ML3 that expressly survive termination of ML3. For the avoidance of doubt, the parties acknowledge that Article 25 of ML3 is no longer in effect.  

  
 2 








 5. Lessor Costs. Tenant shall pay, as Additional Charges, on behalf of Lessor, or
reimburse Lessor for, any and all actual reasonable out-of-pocket costs or expenses paid or incurred by Lessor, including, without limitation, reasonable attorneys’ fees, in connection with the negotiation and administration of this
Agreement. 
 6. Certain Terminating Leased Properties. Attached hereto as Exhibit B is a list of nine
facilities (each, a “Terminating Leased Property” and collectively, the “Terminating Leased Properties”). By agreement of Lessor and Tenant, the Master Lease applicable to each of the Terminating Leased Properties
shall terminate, as to each such Terminating Leased Property, as of the Final Lease Date for such Terminating Leased Property, subject, however, to the terms and conditions of the applicable ML1-ML4, as amended or otherwise affected by this
Agreement. “Final Lease Date” means, with respect to a Terminating Leased Property, the later of (a) December 31, 2015, or (b) if Lessor has entered into an agreement (e.g. a lease or sale agreement) prior to such
date (and notified Tenant of same pursuant to a Transfer Notice) for a third party to take possession of such Terminating Leased Property, the earlier of (i) the date such party takes possession of such Terminating Leased Property, or
(ii) the date such agreement is terminated. Relative to the Terminating Leased Properties and notwithstanding anything to the contrary contained in any of the Master Leases, Lessor and Tenant agree as follows:  

6.1. Lessor and Tenant Efforts. Lessor shall use commercially reasonable efforts, with respect to matters wholly within its
control, consistent with its past practice, to sell or lease each Terminating Leased Property (except that the parties acknowledge and agree that Lessor is unlikely to, and shall not be required to, retain the services of broker in connection
therewith), until the later of (i) December 15, 2015, and (ii) if a Terminating Leased Property is under contract to be leased or sold as of December 15, 2015, then the day on which the sale or lease, as applicable, of such
Terminating Leased Property is consummated or the agreement with respect thereto is terminated. Tenant shall use commercially reasonable efforts, with respect to matters wholly within its control, consistent with its past practice, to assist Lessor
in selling or leasing the Terminating Leased Properties until the later of (i) December 15, 2015, and (ii) if a Terminating Leased Property is under contract to be leased or sold as of December 15, 2015, then the day on which the
sale or lease, as applicable, of such Terminating Leased Property is consummated or the agreement with respect thereto is terminated. 

6.2. Transfer Notice. From time to time from and after the date of this Agreement, but in no event later than December 31,
2015 (the “Transfer Notice Deadline”), Lessor may notify Tenant of its election to require that a Terminating Leased Property or Terminating Leased Properties identified by Lessor in its notice (each, a “Transfer
Notice”) be transferred and transitioned as provided in this Agreement. 
 6.3. Transfer Date. Each Transfer
Notice shall specify the date (subject to extension as described below, the applicable “Transfer Date”) on which such transfer and transition is to occur with respect to the identified Terminating Leased Property(ies) (contingent
upon the obtaining of any necessary regulatory approvals and the satisfaction of Lessor’s other requirements for the commencement of the lease, or closing of the sale, with the applicable replacement operator), which Transfer Date shall be not
less than 45 days (or some lesser amount as agreed by Lessor and Tenant) after Tenant’s receipt of the applicable Transfer Notice  

  
 3 








 
(provided, however, that (i) if the Transfer Date specified by Lessor in its Transfer Notice is less than 90 days after Tenant’s receipt of such Transfer Notice, then, if Tenant
shall reasonably and in good faith determine (which determination shall be made as soon as practicable) that an extension of the specified Transfer Date is required due to the requirements of the Worker Adjustment and Retraining Notification Act,
then, as soon as practicable, but in any event within 15 days of such determination by Tenant, Tenant shall so notify Lessor in writing, and the Transfer Date that was specified in Lessor’s Transfer Notice shall be extended to such later date
set forth in such notice by Tenant by which the requirements of the Worker Adjustment and Retraining Notification Act shall be satisfied (which date shall not, in any event, be later than the 90th
day after Tenant’s receipt of such Transfer Notice) and (ii) Lessor shall have the right, at its option by written notice (the “Extension Notice”) to Tenant from time to time after delivery of the applicable Transfer
Notice, to extend the Transfer Date); provided that the Transfer Date specified by Lessor, exclusive of any extension pursuant to clause (i) above, may not be extended by Lessor beyond the applicable Final Lease Date (the Transfer Date, as it
may be extended by Lessor pursuant to clause (ii) above or by Tenant pursuant to clause (i) above, is referred to herein as the “Lessor’s Outside Closing Date”). 

6.4. Payment to Tenant for Personal Property. As and to the extent provided in the Master Leases, Tenant is to be paid for
certain personal property at the Terminating Leased Properties by Lessor (or lessor’s designee) with such payment being calculated in accordance with past practice. 

6.5. Payment to Tenant for Sales. For any Terminating Leased Property that Lessor sells in fee simple to a third party, Lessor
shall pay to Tenant 25% (up to an aggregate of $3,000,000 for all such sales) of the Net Sale Proceeds for such Terminating Leased Property, promptly after indefeasibly received by Lessor. Lessor shall have no obligation to sell any Terminating
Leased Property. Lessor’s aggregate payments pursuant to this Section 6.5 shall not exceed $3,000,000. “Net Sale Proceeds” shall mean the cash sale proceeds received by Lessor for closing the sale of a Terminating
Leased Property, minus all of Lessor’s reasonable costs and expenses in connection with such sale, (i) including, without limitation, the following costs of Lessor: brokerage fees, transfer taxes, legal fees, title costs, modifications or
improvements to the property relating to such sale, warranty or indemnity claims paid (which are not due to an intentional breach of any agreement by Lessor) and the price paid by Lessor to Tenant to purchase personal property, but
(ii) excluding Compliance Costs (as defined herein) to the extent paid by Tenant as provided in Section 7. 
 6.6.
Wind Down Election. At any time between December 15, 2015 and December 31, 2015 (inclusive), Tenant shall notify (a “Wind Down Notice”) Lessor of any Terminating Leased Properties for which it will wind down
operations in the event Lessor has not transferred possession thereof prior to the Final Lease Date therefor. If on the Final Lease Date for any Terminating Leased Property, (i) Lessor has not transferred possession of such Terminating Leased
Property (an “Untransferred Property”) to a third party, and (ii) Tenant did not timely deliver a Wind Down Notice for such Terminating Leased Property, then such Terminating Leased Property shall cease to be a Terminating
Leased Property and, notwithstanding anything to the contrary herein, shall remain leased under its applicable Master Lease in accordance with the terms thereof. 

  
 4 








 6.7. Expiration of Term; Wind Down Properties. The expiration date of the Term for
the each of the Terminating Leased Property(ies) shall be the applicable Final Lease Date, or such earlier date as a Terminating Leased Property may be transferred pursuant to Section 6.3. For the avoidance of doubt, notwithstanding the
expiration of the Term of any Terminating Leased Property that is an Untransferred Property for which a Wind Down Notice has been timely given (a “Wind Down Property”), Tenant shall continue to have the right as tenant to use and
occupy such Wind Down Property in accordance with the Master Leases and this Agreement (i.e., to effectuate the transfer or wind down of operations, as applicable), and no holdover tenancy shall be deemed to occur thereby, so long as Tenant
effectuates a Facility Termination and vacates such Wind Down Property and redelivers possession thereof to Lessor, in accordance with the requirements of the Section 40.3(c) of each of the Master Leases and this Agreement; provided that
notwithstanding anything to the contrary herein or in the Master Leases, (i) Tenant shall be obligated to pay the full amount of all rent under the applicable Master Lease (including Base Rent) with respect to such Wind Down Property and there
shall be no Reimbursement Period with respect to such Wind Down Property, and (ii) Tenant may not commence a Facility Termination with respect to any Terminating Leased Property until the Final Lease Date for such Terminating Leased Property.
If, for a Terminating Leased Property, (a) a Transfer Notice has not been delivered by the Transfer Notice Deadline and Tenant has delivered the Wind Down Notice therefor, or (b) Lessor delivers a Transfer Notice but fails to close the
transfer of such Terminating Leased Property by Lessor’s Outside Closing Date, then Tenant may immediately commence the Facility Termination for such Terminating Leased Property in accordance with the Master Leases and this Agreement.

 6.8. Half Rent. For any Terminating Leased Property that remains demised pursuant to the Master Leases on or after the
applicable Rent Reduction Date, the Base Rent payable with respect to such Terminating Leased Property shall be 50% of the amount that would otherwise be payable as Base Rent for such Terminating Leased Property under the applicable Master Lease.
“Rent Reduction Date” means, with respect to a Terminating Leased Property, January 1, 2016, extended (i.e. made later) by the length of any delay in the process of transferring possession of such Terminating Leased Property to
a third party that is caused by Tenant (or its Affiliates or matters reasonably within the control of Tenant or its Affiliates), including, without limitation, Tenant’s failure to comply with its obligations under Sections 6.1 and 6.9.
The Rent Reduction Date shall not apply with respect to any Terminating Leased Properties that cease to be Terminating Leased Properties, e.g. pursuant to Section 6.6 or 7.2. 

6.9. Compliance with Lease Transition Terms. Except as otherwise expressly provided in this Agreement, each of Lessor and Tenant
shall comply with the provisions of Section 40.3 of the Master Leases, and any other applicable provisions of the Master Leases relating to transfer of operations, in connection with any such early transition and transfer of any Terminating
Leased Property(ies) identified from time to time by Lessor. In addition, prior to the applicable Transfer Date with respect to each Terminating Leased Property, Tenant and the applicable replacement operator identified by Lessor shall enter into an
Operations Transfer Agreement that is usual and customary for facilities comparable to the Terminating Leased Property(ies) and otherwise in a form mutually and reasonably agreed upon by Tenant and such replacement operator; relative to the
foregoing, Tenant further agrees, upon reasonable advance notice from Lessor, to use good faith and commercially reasonable efforts to enter into such Operations Transfer Agreement concurrently with such replacement operator’s entry into
a lease of the subject Terminating Leased Property(ies) with Lessor or as soon thereafter as practicable. 

  
 5 








 6.10. Continued Operating of Properties. Tenant shall continue to operate
each Terminating Leased Property though the Final Lease Date therefor (and thereafter, as applicable, e.g. as contemplated in Section 6.7). Notwithstanding anything to the contrary contained in any Master Lease, Tenant
acknowledges and agrees that Tenant has elected to forego, and hereby elects to forego, its rights under the Master Leases (including, without limitation, Section 40.3 of each Master Lease) to reimbursement of operating deficits, and operating
losses and expenses, during any Reimbursement Period that may apply to any of the Terminating Leased Properties. 
 6.11.
Authorizations. In the case of any Facility Termination with respect to any Terminating Leased Property, to the extent permitted by applicable Legal Requirements, Tenant shall preserve in force any Authorizations relating to such
Terminating Leased Property, until possession of such Terminating Leased Property is surrendered to Lessor or its designee, and, if requested by Lessor, Tenant shall, to the extent permitted by applicable Legal Requirements, transfer to Lessor or
Lessor’s designee and/or cooperate in all reasonable respects with Lessor or Lessor’s designee to enable Lessor or Lessor’s designee to apply for and obtain all Authorizations necessary for the operation of such Terminating Leased
Property for its Primary Intended Use and with all of its current licensed beds. The costs of any such transfer or obtaining of Authorizations shall be paid by Lessor or its designee. 

7. Terminating Leased Property Costs.  

7.1. Payment by Tenant. Notwithstanding anything to the contrary herein, in addition to any obligations under the Master Leases,
Tenant shall pay, or reimburse Lessor, or Lessor’s designee, upon request, for all costs and expenses (“Compliance Costs”) necessary for any Terminating Leased Property to meet any Legal Requirements (including Legal
Requirements that must be met by such Terminating Leased Property), or regulatory approvals that must be obtained with respect to such Terminating Leased Property, for such Terminating Leased Property to be operated by, sold to, leased to, or
otherwise transferred to a new Person for a similar use as that of Tenant or for any Authorizations to be transferred to such a new Person. Such costs, may include, without limitation capital expenditure projects or renovations required at the
Terminating Leased Properties by any governmental authorities (including the Connecticut Department of Public Health). 
 7.2.
Retention Option. Tenant shall not be responsible for any payments pursuant to Section 7.1 in excess of $5,000,000 (aggregated against all Terminating Leased Properties) unless Lessor (or a potential purchaser or lessee
from Lessor), for any Terminating Leased Property that would cause such payments to exceed $5,000,000, first delivers to Tenant an estimate of the Compliance Costs for such Terminating Leased Property and Tenant fails to notify (a “Retention
Notice”) Lessor within 10 business days thereafter that it has elected to remove such Terminating Leased Property from the set of Terminating Leased Property. If Tenant timely delivers a Retention Notice for a Terminating
Leased Property, then such Terminating Leased Property shall cease to be a Terminating Leased Property and, notwithstanding anything to the contrary herein, shall remain leased under its applicable Master Lease in accordance with the terms thereof.


  
 6 








 8. Amendments to Section 7.2.7(m). Section 7.2.7(m) of each of ML1-ML4 is
hereby amended and restated in its entirety to read as follows, effective as of the date hereof: 
 8.1. In the case of ML1:

 “(m) Notwithstanding anything to the contrary contained in this Section 7.2 or elsewhere in this Lease, Tenant
agrees that, from and after the Effective Date, the aggregate number of beds licensed for the delivery of hospital care that (i) are sold or delicensed pursuant to Section 7.2.7 of any ML Lease or (ii) are otherwise sold or delicensed
in any manner or for any reason, in the case of either of subsection (i) or (ii) at any time while the Hospital Facility(ies) to which such licensed beds relate are or were leased pursuant to any ML Lease (even if any such Hospital
Facility ceases to be leased pursuant to any ML Lease), must at all times be equal to or less than 24 such beds.” 
 8.2. In the
case of ML2: 
 “(m) Notwithstanding anything to the contrary contained in this Section 7.2 or elsewhere in
this Lease, Tenant agrees that, from and after the Effective Date, the aggregate number of beds licensed for the delivery of hospital care that (i) are sold or delicensed pursuant to Section 7.2.7 of any ML Lease or (ii) are otherwise
sold or delicensed in any manner or for any reason, in the case of either of subsection (i) or (ii) at any time while the Hospital Facility(ies) to which such licensed beds relate are or were leased pursuant to any ML Lease (even if any
such Hospital Facility ceases to be leased pursuant to any ML Lease), must at all times be equal to or less than 41 such beds.” 

8.3. In the case of ML4: 

“(m) Notwithstanding anything to the contrary contained in this Section 7.2 or elsewhere in this Lease, Tenant agrees
that, from and after the Effective Date, the aggregate number of beds licensed for the delivery of hospital care that (i) are sold or delicensed pursuant to Section 7.2.7 of any ML Lease or (ii) are otherwise sold or delicensed in any
manner or for any reason, in the case of either of subsection (i) or (ii) at any time while the Hospital Facility(ies) to which such licensed beds relate are or were leased pursuant to any ML Lease (even if any such Hospital Facility
ceases to be leased pursuant to any ML Lease), must at all times be equal to or less than 18 such beds.” 
 9. Conflict; Unified
Commercial Operating Lease. In the event of a conflict between the Master Leases and this Agreement, this Agreement shall control in all events. Except as set forth in this Agreement, the Master Leases shall remain in full force and effect.
It is acknowledged and agreed that, except as otherwise expressly provided herein or in the Master Leases, the inclusion of each of the Leased Properties on a continuing basis in the Master Lease under which it is demised is an essential element of
the leasing transaction described in such Master Lease for Lessor, and that, except as otherwise expressly provided herein or in the Master 

  
 7 








 
Leases, Lessor shall not be obligated and may not be required to lease to Tenant less than all of the Leased Properties demised pursuant to the applicable Master Lease. It is further acknowledged
and agreed that each Master Lease is not a residential lease within the meaning of the U.S. Bankruptcy Code, as amended, and that each Master Lease is an operating lease, and not a capital lease, for all accounting, tax and legal purposes. 

10. Counterparts; Facsimile. This Agreement may be executed in one or more counterparts, and signature pages may be delivered by
facsimile or electronic mail, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 

11. Integration. This Agreement, the Master Leases and ARML1 contain the entire agreement between Lessor and Tenant with respect
to the subject matter hereof. No representations, warranties or agreements have been made by Lessor or Tenant except as set forth in this Agreement, the Master Leases and ARML1. 

12. Severability. If any term or provision of this Agreement is to be invalid or unenforceable, such term or provision shall be
modified as slightly as possible so as to render it valid and enforceable; if such term or provision, as modified, shall be held or deemed invalid or unenforceable, such holding shall not affect the remainder of this Agreement and same shall remain
in full force and effect. 
 13. Subject to Law. This Agreement was negotiated in the State of New York, which State
the parties agree has a substantial relationship to the parties and to the underlying transaction embodied hereby. In all respects, the law of the State of New York shall govern the validity of and enforceability of the obligations of the parties
set forth herein, but the parties hereto will submit to jurisdiction and the laying of venue for any suit on this Agreement in the Commonwealth of Kentucky. 

14. Waivers. No waiver of any condition or covenant herein contained, or of any breach of any such condition or covenant, shall
be held or taken to be a waiver of any subsequent breach of such covenant or condition, or to permit or excuse its continuance or any future breach thereof or of any condition or covenant herein. 

15. Binding Character. This Agreement shall be binding upon and shall inure to the benefit of the heirs, successors, personal
representatives, and permitted assigns of Lessor and Tenant. 
 16. Modification. This Agreement may be only be
modified by a writing signed by both Lessor and Tenant. 
 17. Forbearance. No delay or omission by any party hereto to
exercise any right or power accruing upon any noncompliance or default by any other party hereto with respect to any of the terms hereof shall impair any such right or power or be construed to be a waiver thereof. 

  
 8 








 18. Headings and Captions. The headings and captions of the sections of this
Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement or any provision hereof. 

19. 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. 
 20.
Coordinated Disclosures. The parties hereto shall cooperate with respect to any disclosures of information concerning this Agreement and the transactions contemporaneous herewith, and shall share such disclosures with the other parties a
reasonable period of time prior to making such disclosures in order to facilitate such cooperation. 
 21. Authority.
The parties represent and warrant to each other that each of them, respectively, has full power, right and authority to execute and perform this Agreement and all corporate action necessary to do so has been duly taken. In order to induce Lessor to
enter into this Agreement, Tenant hereby represents and warrants to Lessor that Tenant’s entry into this Agreement does not require that any consent or approval first be obtained from any lender of Tenant or its Affiliates. 

[Signature Pages Follow] 

  
 9 








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

			
	TENANT:
	
	KINDRED HEALTHCARE, INC., a Delaware corporation formerly known as Vencor, Inc.
		
	By:	 	/s/ Douglas L. Curnutte
	Name: Douglas L. Curnutte
	Its: Senior Vice President, Corporate Development
	
	TENANT:
	
	KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation formerly known as Vencor Operating, Inc.
		
	By:	 	/s/ Douglas L. Curnutte
	Name: Douglas L. Curnutte
	Its: Senior Vice President, Corporate Development
	
	LESSOR:
	
	VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership
		
	By:	 	Ventas, Inc., a Delaware corporation, its general partner


 
					
			
		 	By:	 	/s/ Brian K. Wood
		 	Name: Brian K. Wood
		 	Its: Sr. Vice President & Chief Tax Officer










			
	 STATE OF Illinois
	 	)
		
	COUNTY OF Cook	 	)

 This 26th day of December, 2014, personally came before me Rita Rzeszutko, a Notary Public in and for said
County and State, Brian K. Wood, who being by me duly sworn, says that he/she is the Sr. Vice President & Chief Tax Officer 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 Brian K. Wood, SVP & Chief Tax Officer 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 26th day of December, 2014. 

 

	
	/s/ Rita Rzeszutko
	Notary Public
	
	My Commission Expires:
	
	9/28/2015
	
	[Notarial Stamp/Seal]









			
	STATE OF Kentucky	 	)
		
	COUNTY OF Jefferson	 	)

 This 23rd day of December, 2014, personally came before me Pamela Ramp, a Notary Public in and for said County
and State, Douglas Curnutte, who being by me duly sworn, says that he/she is the Vice President Corporate Development 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/her on behalf of such corporation by its authority duly given. And the said Vice President Corporate Development acknowledged the said writing to be the act and
deed of said corporation. 
 WITNESS my hand and notarial stamp/seal this 23rd day of December, 2014. 

 

	
	/s/ Pamela Ramp
	Notary Public
	
	My Commission Expires:
	
	May 8, 2018
	
	[Notarial Stamp/Seal]









			
	STATE OF Kentucky	 	)
		
	COUNTY OF Jefferson	 	)

 This 23rd day of December, 2014, personally came before me Pamela Ramp, a Notary Public in and for said County
and State, Douglas Curnutte, who being by me duly sworn, says that he/she is the Senior Vice President Corporate Development 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/her on behalf of such corporation by its authority duly given. And the said Senior Vice President Corporate Development acknowledged the said
writing to be the act and deed of said corporation. 
 WITNESS my hand and notarial stamp/seal this 23rd day of December, 2014. 

 

	
	/s/ Pamela Ramp
	Notary Public
	
	My Commission Expires:
	
	May 8, 2018
	
	[Notarial Stamp/Seal]


  








 EXHIBIT A 

Wiring Instructions 
  

			
	BANK:	  	 Bank of America
 100 West 33rd Street

New York, NY 10001

		
	PAYEE	  	Ventas, Inc.
		
	ABA:	  	026009593
		
	A/C #:	  	4427813795








 EXHIBIT B 

Terminating Leased Properties 
  

													
	 ID
	  	 Facility
	  	 Address
	  	 City
	  	 State
	  	Zip	 
	 140
	  	Wasatch	  	3430 Harrison Blvd	  	Ogden	  	UT	  	 	84403	  
	 247
	  	St. George	  	1032 E 100 S	  	St George	  	UT	  	 	84770	  
	 482
	  	Wind River	  	1002 Forest Dr	  	Riverton	  	WY	  	 	82501	  
	 441
	  	Cheyenne	  	3128 Boxelder Dr	  	Cheyenne	  	WY	  	 	82001	  
	 481
	  	Rawlins	  	542 16th St	  	Rawlins	  	WY	  	 	82301	  
	 585
	  	Barrington	  	148 Maple Ave	  	Great Barrington	  	MA	  	 	01230	  
	 513
	  	Hallmark	  	1123 Rockdale Ave	  	New Bedford	  	MA	  	 	02740	  
	 566
	  	Windsor	  	581 Poquonock Ave	  	Windsor	  	CT	  	 	06095	  
	 148
	  	Village Square	  	1586 W San Marcos Blvd	  	San Marcos	  	CA	  	 	92078	  








 EXHIBIT C 

Release Properties 
  

													
	 ID
	  	 Facility
	  	 Address
	  	 City
	  	State	  	Zip	 
	 116
	  	Pettigrew Rehab & Healthcare Center	  	1515 W Pettigrew St	  	Durham	  	NC	  	 	27705	  
	 127
	  	Northwest Continuum Care Center	  	128 Beacon Hill Dr	  	Longview	  	WA	  	 	98632	  
	 137
	  	Sunnybrook Healthcare & Rehab Specialists	  	25 Sunnybrook Rd	  	Raleigh	  	NC	  	 	27610	  
	 143
	  	Raleigh Rehab & Healthcare Center	  	616 Wade Ave	  	Raleigh	  	NC	  	 	27605	  
	 165
	  	Rainier Vista Care Center	  	920 12th Ave SE	  	Puyallup	  	WA	  	 	98372	  
	 188
	  	Cypress Pointe Rehab & HC Center	  	2006 S 16th St	  	Wilmington	  	NC	  	 	28401	  
	 191
	  	Silas Creek Manor	  	3350 Silas Creek Pkwy	  	Winston-Salem	  	NC	  	 	27103	  
	 269
	  	Meadowvale Health & Rehab Center	  	1529 Lancaster St	  	Bluffton	  	IN	  	 	46714	  
	 277
	  	Rosewood Health Care Center	  	550 High St	  	Bowling Green	  	KY	  	 	42101	  
	 281
	  	Riverside Manor Health Care	  	1 State Route 136 W	  	Calhoun	  	KY	  	 	42327	  
	 289
	  	San Luis Medical & Rehab Center	  	2305 San Luis Pl	  	Green Bay	  	WI	  	 	54304	  
	 290
	  	Bremen Health Care Center	  	316 Woodies Ln	  	Bremen	  	IN	  	 	46506	  
	 307
	  	Lincoln Nursing Center	  	1410 E Gaston St	  	Lincolnton	  	NC	  	 	28092	  
	 452
	  	Sunnyside Care Center	  	4515 Sunnyside Rd SE	  	Salem	  	OR	  	 	97302	  
	 501
	  	Blue Hills Alzheimer’s Care Center	  	1044 Park St	  	Stoughton	  	MA	  	 	02072	  
	 503
	  	Brigham Manor Nursing & Rehab Center	  	77 High St	  	Newburyport	  	MA	  	 	01950	  
	 508
	  	Crawford Skilled Nursing & Rehab Center	  	273 Oak Grove Ave	  	Fall River	  	MA	  	 	02723	  
	 516
	  	Hammersmith House Nursing Care Center	  	73 Chestnut St	  	Saugus	  	MA	  	 	01906	  
	 517
	  	Oakwood Rehab & Nursing Center	  	11 Pontiac Ave	  	Webster	  	MA	  	 	01570	  
	 518
	  	Timberlyn Heights Nursing & Alzheimer’s Center	  	320 Maple Ave	  	Great Barrington	  	MA	  	 	01230	  
	 532
	  	Hillcrest Nursing Center	  	94 Summer St	  	Fitchburg	  	MA	  	 	01420	  
	 534
	  	Country Gardens Skilled Nursing & Rehab	  	2045 G A R Hwy	  	Swansea	  	MA	  	 	02777	  
	 537
	  	Quincy Rehab & Nursing Center	  	11 Mayor Thomas J McGrath Hwy	  	Quincy	  	MA	  	 	02169	  
	 542
	  	Den-Mar Rehab & Nursing Center	  	44 South St	  	Rockport	  	MA	  	 	01966	  
	 554
	  	Westgate Manor	  	750 Union St	  	Bangor	  	ME	  	 	04401	  
	 560
	  	Franklin Woods Health Care Center	  	2770 Clime Rd	  	Columbus	  	OH	  	 	43223	  
	 570
	  	Pickerington Nursing & Rehab Center	  	1300 Hill Rd N	  	Pickerington	  	OH	  	 	43147	  
	 571
	  	Logan Health Care Center	  	300 Arlington Ave	  	Logan	  	OH	  	 	43138	  
	 572
	  	Winchester Place Nursing & Rehab Center	  	36 Lehman Dr	  	Canal Winchester	  	OH	  	 	43110	  









													
	 581
	  	Blueberry Hill Healthcare	  	75 Brimbal Ave	  	Beverly	  	MA	  	 	01915	  
	 584
	  	Franklin Skilled Nursing & Rehab Center	  	130 Chestnut St	  	Franklin	  	MA	  	 	02038	  
	 587
	  	River Terrace Healthcare	  	1675 Main St	  	Lancaster	  	MA	  	 	01523	  
	 588
	  	Walden Rehab & Nursing Center	  	785 Main St	  	Concord	  	MA	  	 	01742	  
	 593
	  	Hanover Terrace Healthcare	  	53 Lyme Rd	  	Hanover	  	NH	  	 	03755	  
	 634
	  	Cambridge Health & Rehab Center	  	1471 Wills Creek Valley Dr	  	Cambridge	  	OH	  	 	43725	  
	 660
	  	Savannah Specialty Care Center	  	11800 Abercorn St	  	Savannah	  	GA	  	 	31419	  
	 707
	  	Rehab & Nursing Center of Monroe	  	1212 E Sunset Dr	  	Monroe	  	NC	  	 	28112	  
	 713
	  	Guardian Care of Zebulon	  	509 W Gannon Ave	  	Zebulon	  	NC	  	 	27597	  
	 723
	  	Guardian Care of Rocky Mount	  	160 N Winstead Ave	  	Rocky Mount	  	NC	  	 	27804	  
	 743
	  	Desert Life Rehab & Care Center	  	1919 W Medical St	  	Tucson	  	AZ	  	 	85704	  
	 744
	  	Cherry Hills Health Care Center	  	3575 S Washington St	  	Englewood	  	CO	  	 	80113	  
	 765
	  	Eastview Medical & Rehab Center	  	729 Park St	  	Antigo	  	WI	  	 	54409	  
	 766
	  	Colonial Manor Medical & Rehab Center	  	1010 E Wausau Ave	  	Wausau	  	WI	  	 	54403	  
	 769
	  	North Ridge Med. & Rehab Center	  	1445 N 7th St	  	Manitowoc	  	WI	  	 	54220	  
	 773
	  	Mt. Carmel Med. & Rehab Center	  	677 E State St	  	Burlington	  	WI	  	 	53105	  
	 775
	  	Sheridan Medical Complex	  	8400 Sheridan Rd	  	Kenosha	  	WI	  	 	53143	  
	 776
	  	Woodstock Health & Rehab Center	  	3415 Sheridan Rd	  	Kenosha	  	WI	  	 	53140	  
	 782
	  	Danville Center for Health & Rehab	  	642 N 3rd St	  	Danville	  	KY	  	 	40422	  
	 785
	  	Hillcrest Health Care Center	  	3740 Old Hartford Rd	  	Owensboro	  	KY	  	 	42303	  
	 787
	  	Woodland Terrace Health Care Facility.	  	1117 Woodland Dr	  	Elizabethtown	  	KY	  	 	42701	  
	 791
	  	Whitesburg Gardens Health Care Center	  	105 Teakwood Dr SW	  	Huntsville	  	AL	  	 	35801	  
	 864
	  	Harrodsburg Health Care Center	  	853 Lexington Rd	  	Harrodsburg	  	KY	  	 	40330	  
	 868
	  	Lebanon County Manor	  	700 Monroe Rd	  	Lebanon	  	OH	  	 	45036	  
	 884
	  	Masters Health Care Center	  	278 Dry Valley Rd	  	Cookeville	  	TN	  	 	38506	  
	 1231
	  	Oak Hill Nursing & Rehab Center	  	544 Pleasant St	  	Pawtucket	  	RI	  	 	02860	  
	 1237
	  	Wyomissing Nursing & Rehab Center	  	1000 E Wyomissing Blvd	  	Reading	  	PA	  	 	19611