Exhibit 10.2.3
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MASTER LEASE NO. 2 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
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MASTER LEASE NO. 2 PARTIAL LEASE TERMINATION AGREEMENT
THIS MASTER LEASE NO. 2 PARTIAL LEASE TERMINATION AGREEMENT (hereinafter
this "Agreement") is dated as of the 30th day of June, 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 0000 Xxxxxxxxxx
Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000, 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 000 Xxxxx 0/xx/ Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
RECITALS
A. Lessor and Tenant entered into a certain Amended and Restated Master
Lease Agreement No. 2 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.
X. Xxxxxx and Tenant entered into an Agreement for Sale of Real Estate
and Master Lease Amendments dated May 14, 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 One Million Three Hundred Sixteen Thousand Nine Hundred Five
and 64/100 Dollars ($1,316,905.64) 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]
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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/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
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/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
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. Xxxxxxx Xxxxx
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T. Xxxxxxx Xxxxx, Executive Vice
President, General Counsel and
Secretary
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Exhibit A
Terminated Leased Properties
Master Lease No. 2
1. Xxxxxxxxxx Xxxxx & Xxxxxxx Xxxxxx - XX #000
2. Xxx Xxxxxx Xxxxxxx Xxxxxxxx - XX #000
3. Rehab & Healthcare Center of Tampa - FL #836
4. Rehab & Healthcare Center of Cape Coral - FL #837
5. Casa Xxxx Xxxxx & Xxxxxxxx Xxxx - XX #0000
