Exhibit 10.12
AMENDMENT NUMBER 1 TO THE SECOND
STANDSTILL AGREEMENT DATED APRIL 12, 1999
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These amendments dated May 5, 1999 (the "Amendment") are made and entered
into between Vencor, Inc., a corporation organized under the laws of Delaware,
for and on behalf of itself and its various subsidiaries and affiliates,
including, without limitation, Vencor Operating, Inc., and for and on behalf of
any of their respective successors including, without limitation, any debtor or
debtor-in-possession in a bankruptcy case commenced under Title 11 of the United
States Code (the "Bankruptcy Code") or any trustee appointed in any such case
(collectively, "Vencor"), and Ventas, Inc., a corporation organized under the
laws of Delaware for and on behalf of itself and its various subsidiaries and
affiliates, including, without limitation, Ventas Realty, Limited Partnership,
and for and on behalf of any of their respective successors, including, without
limitation, any debtor or debtor-in-possession in a bankruptcy case commenced
under the Bankruptcy Code or any trustee appointed in any such case
(collectively, "Ventas").
WHEREAS, the parties to the Amendment are in the process of attempting to
resolve any and all existing and potential claims that Vencor has asserted or
might in the future assert against Ventas (the "Vencor Claims"), the validity of
which Ventas has disputed, and any and all existing and potential claims that
Ventas has asserted or might in the future assert against Vencor (the "Ventas
Claims"), the validity of which Vencor has disputed (the Vencor Claims and the
Ventas Claims are collectively referred to herein as the "Claims").
NOW, THEREFORE, for good cause and adequate consideration, the parties
hereto agree as follows:
Extension of the Second Standstill Period
The fifth numbered paragraph of the Second Standstill Agreement (annexed hereto
as Exhibit A) shall be deleted and replaced with the following paragraph:
During the period from the date of the Second Standstill Agreement,
April 12, 1999, through and including the earlier of (a) the
commencement by or against Vencor, as debtor, of a voluntary or
involuntary bankruptcy case under Title 11 of the United States Code,
or (b) 5:00 p.m. Eastern Daylight Savings Time on May 7, 1999 (such
period being referred to herein as the "Second Standstill Period"),
neither Vencor nor Ventas will file, commence, serve, or otherwise
initiate any civil action, arbitration proceeding, or other similar
action, litigation, case, or proceeding of any kind, character or
nature whatsoever (an "Action") against the other or any third party,
including, without limitation, any of Vencor's or Ventas' current or
former officers, directors, or employees, arising from or relating to
the Reorganization Agreement, any Ancillary Agreement, or any of the
Five Leases, or with respect to the various disputes identified in
Vencor's March 18, 1999 letter; nor shall Ventas exercise any rights
or remedies it may have against Vencor under any of the Five Leases
based on Vencor's late payment or non-payment of rent due under the
Five Leases for the month of May 1999 or based on any default arising
from or related to the disclosures made by Vencor to Ventas commencing
on or about March 30 and 31, 1999 and continuing to the date hereof.
Counterparts
This Amendment may be executed in one or more counterparts and by facsimile,
each of which counterparts shall be deemed an original hereof but all of which
together shall constitute one agreement.
Choice of Law
This Amendment adopts the ninth numbered paragraph as the choice of law
provision provided for in the Amendment.
Dated: New York, New York
May 5, 1999
CONFIRMED AND AGREED TO:
VENCOR, INC. VENTAS, INC.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxx Name: Xxxxx X. Xxxxxx
Title: CEO Title: CEO
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