EXHIBIT 10.7
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TERMINATION OF MEMORANDUM OF LEASE
BY AND AMONG
KINDRED HEALTHCARE, INC.
(f/k/a Vencor Healthcare, Inc.),
KINDRED HEALTHCARE OPERATING, INC.
(f/k/a Vencor Operating, Inc.),
AND
VENTAS REALTY, LIMITED PARTNERSHIP
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Facility No.: VA-4617
Property Address: Northern Virginia Community Hospital
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
(Arlington County)
TERMINATION OF MEMORANDUM OF LEASE
THIS TERMINATION OF MEMORANDUM OF LEASE (hereinafter this "Termination") is
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to be effective as of the 21st day of June, 2002 (the "Effective Date"),
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and is by and among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware
limited partnership (together with its successors and assigns, "VRLP") having an
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office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, KINDRED
HEALTHCARE, INC., a Delaware corporation (f/k/a Vencor Healthcare, Inc.)
("Kindred"), and KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation
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(f/k/a Vencor Operating, Inc.) ("Operator"; Operator, jointly and severally with
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Kindred and permitted successors and assignees of Operator and Kindred,
"Tenant"), both having an office at ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
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40202.
RECITALS
A. VRLP and Tenant are parties to that certain Master Lease Agreement No. 4
dated as of April 30, 1998, as amended and restated by that certain Amended and
Restated Master Lease Agreement No. 4 dated as of April 20, 2001 (the "Lease")
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demising to Tenant (i) the real property described on Exhibit A attached hereto
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and made a part hereof, together with the improvements thereon (the "Premises"),
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and (ii) multiple other properties.
B. A Memorandum of Lease relating to the Lease as it affects the Premises
was heretofore filed for record on August 7, 1998 in Deed Book 2916 at Page 1,
as supplemented by Supplemental Memorandum of Lease filed for record May 2, 2001
in Deed Book 3141 at Page 1159, among the land records of Arlington County,
Virginia (the "Memorandum").
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C. The Lease has been terminated as to the Premises upon and subject to the
terms and conditions of that certain letter agreement dated June 5, 2002 between
VRLP and Tenant (the "Termination Letter"), and Lessor and Tenant accordingly
desire to have the Memorandum terminated and released of record.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties hereby agree as follows:
1. Lessor and Tenant hereby terminate and release the Memorandum.
2. This Termination is being executed and recorded solely to give notice of
the termination of the Lease as to the Premises pursuant to the Termination
Letter, and to terminate the Memorandum and release said Memorandum of
record.
3. This Termination 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]
IN WITNESS WHEREOF, the parties hereto have executed these presents with an
intended effective date of June 21, 2002.
TENANT:
KINDRED HEALTHCARE, INC., a
Delaware corporation formerly known as
Vencor Healthcare, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇.
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Title: Senior Vice President
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TENANT:
KINDRED HEALTHCARE OPERATING,
INC., a Delaware corporation formerly known
as Vencor Operating, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇.
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Title: Senior Vice President
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VRLP:
VENTAS REALTY, LIMITED
PARTNERSHIP, a Delaware limited
partnership
By: Ventas, Inc., a Delaware corporation, its
general partner
By: /s/ T. ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: T. ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Executive Vice President and
General Counsel
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2
Acknowledgments
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STATE OF Kentucky )
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)
COUNTY OF Jefferson )
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The foregoing instrument was acknowledged before me this 7th day of June,
2002, by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇., as Senior Vice President of KINDRED
HEALTHCARE, INC., a Delaware corporation, on behalf of the corporation.
My commission expires: ___________________________.
/s/ ▇▇▇ ▇▇▇▇▇▇
___________________________________
Notary Public
[Seal]
STATE OF Kentucky )
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)
COUNTY OF Jefferson )
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The foregoing instrument was acknowledged before me this 7th day of June,
2002, by , ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇. as Senior Vice President of KINDRED
HEALTHCARE OPERATING, INC., a Delaware corporation, on behalf of the
corporation.
My commission expires: ____________________________.
/s/ ▇▇▇ ▇▇▇▇▇▇
___________________________________
Notary Public
[Seal]
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STATE OF Kentucky )
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)
COUNTY OF Jefferson )
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The foregoing instrument was acknowledged before me on June 12, 2002, by T.
▇▇▇▇▇▇▇ ▇▇▇▇▇, Executive Vice President and General Counsel of VENTAS, INC., a
Delaware corporation, in its capacity as the general partner of VENTAS REALTY,
LIMITED PARTNERSHIP, a Delaware limited partnership, on behalf of the
corporation, in its capacity as the general partner on behalf of the aforesaid
limited partnership.
My commission expires: December 9, 2002.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
_______________________________________
Notary Public
[Seal]
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EXHIBIT A TO TERMINATION
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The Premises
PARCEL I:
Parcel A of a Subdivision of the Properties of Northern Virginia Doctors
Hospital Corporation and NVDH Corporation, as the same is duly dedicated,
platted and recorded in Deed Book 2022 at page 739, among the land records of
Arlington County, Virginia.
PARCEL II:
"Parking Structure Unit", NORTHERN VIRGINIA DOCTORS MEDICAL CENTER, a
Condominium, in accordance with the Declaration of Condominium and Exhibits
attached thereto, recorded in Deed Book 2044 at Page 1051, and as amended in
Deed Book 2083 at Page 284, and any additional amendments pursuant thereto,
among the land records of Arlington County, Virginia.
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