EXHIBIT 10.1 AMENDMENT NUMBER 5 TO THE SECOND STANDSTILL AGREEMENT ----------------------------------------------------- DATED APRIL 12, 1999 AND ------------------------ AMENDMENT NUMBER 4 TO THE TOLLING AGREEMENT...

                                                                    EXHIBIT 10.1


             AMENDMENT NUMBER 5 TO THE SECOND STANDSTILL AGREEMENT
             -----------------------------------------------------
                           DATED APRIL 12, 1999 AND
                           ------------------------
                  AMENDMENT NUMBER 4 TO THE TOLLING AGREEMENT
                  -------------------------------------------
                             DATED APRIL 12, 1999
                             --------------------


          These Amendments dated July 6, 1999 are made and entered into among
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
Bankruptcy 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").

          Xxxxxx Guaranty Trust Company of New York (the "Collateral Agent") is
a signatory hereto for the sole purpose of providing the confirmations and
agreements referred to in paragraph 1 hereof.

          WHEREAS, Vencor and Ventas 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");

          WHEREAS, to that end Vencor and Ventas are parties to that certain
Second Standstill Agreement dated April 12, 1999 (as modified and amended to
date, the "Second Standstill Agreement") and that certain Tolling Agreement
dated April 12, 1999 (as modified and amended to date, the "Tolling Agreement");

          WHEREAS, on Sunday, June 6, 1999, by agreement of the parties, Ventas
was deemed to have delivered five notices of non-payment of rent (the "June Non-
Payment Notices") pursuant to paragraph 16.1(b) of the agreements referenced in
the first paragraph of each of the June Non-Payment Notices, such agreements
being collectively defined in the Second Standstill Agreement as the Five
Leases;

          WHEREAS, the parties hereto wish to extend the cure period referred to
in Section 16.1 of the Five Leases with respect to the June Non-Payment Notices,
to extend certain other deadlines, to specify the cure period referred to in the
July Non-Payment Notices (as defined below), and to agree to certain other
matters to permit continued discussions concerning a consensual resolution of
their differences, subject to the conditions set forth below;

          NOW, THEREFORE, in consideration of the premises and other good cause
and adequate consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                                      -2-


Extension of the Second Standstill Period and the Cure Period in the Five Leases

          1.   The fifth numbered paragraph of the Second Standstill Agreement
shall be deleted and replaced with the following paragraph:

          (a)  Other than (i) Ventas' delivery on Friday May 7, 1999, after 5:00
          p.m., by letters of T. Xxxxxxx Xxxxx, Vice President and General
          Counsel of Ventas, of five notices of non-payment of rent (the "May
          Non-Payment Notices") (which are now moot as a result of Vencor's
          payment of Rent for the month of May 1999, in the manner agreed to by
          the parties); (ii) the deemed delivery by Ventas of notices of non-
          payment of rent as a result of Vencor's non-payment or late payment of
          rent under the Five Leases for the month of June 1999 (the "June Non-
          Payment Notices"); and (iii) the deemed delivery by Ventas of similar
          notices of non-payment of rent as a result of Vencor's non-payment or
          late payment of rent under the Five Leases for the month of July 1999
          (the "July Non-Payment Notices"), 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
          August 5, 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 (including the giving of notices of termination
          pursuant to Section 16.1 of the Five Leases or any of them) based on
          Vencor's late payment of the Rent (as that term is defined in the Five
          Leases) due under the Five Leases, or based on any default arising
          from or related to the disclosures made by Vencor to Ventas commencing
          on or about March 30 and March 31, 1999 and continuing to the date
          hereof.

          (b)  Notwithstanding the foregoing, the Second Standstill Period shall
          immediately terminate, and Vencor and Ventas may proceed to file such
          Actions as either may choose, and Ventas may proceed to exercise such
          rights or remedies as it may choose under any of the Five Leases
          (including the giving of notices of termination pursuant to Section
          16.1 of the Five Leases or any of them) in the event that:

                                      -3-


               (i)     prior to 5:00 p.m. Eastern Daylight Savings Time on July
                       8, 1999, Vencor has not paid to Ventas, in immediately
                       available funds, the sum of $3.5 million, representing a
                       portion of the Rent due to Ventas under the Five Leases
                       for the month of June 1999; or

               (ii)    prior to 5:00 p.m. Eastern Daylight Savings Time on July
                       9, 1999, Vencor has not paid to Ventas, in immediately
                       available funds, (a) the additional sum of $ 1.0 million,
                       representing an additional portion of the Rent due to
                       Ventas under the Five Leases for the month of June 1999,
                       and (b) an additional sum, if any, equal to the amount by
                       ---
                       which Vencor's actual cumulative July daily cash flow on
                       July 8, 1999 exceeded Vencor's projected cumulative July
                       daily cash flow for July 8, 1999 (as reflected on the
                       schedule of projected cumulative July daily cash flow
                       provided by Vencor to Ventas on July 6, 1999 and signed
                       by Xxxxxxx Xxxxxxxxxxx and Xxxxxx X. Xxxxxx (the "Cash
                       Flow Projection"); provided, however, that such sum shall
                       be limited to a positive amount equal to (y) $50,000,000,
                       less (z) the outstanding aggregate borrowings under
                       ----
                       Vencor's Revolving Credit Facility on July 9, 1999;
                       provided further; any payment made pursuant to this
                       subparagraph (ii)(b) shall be applied to the installments
                       of June 1999 Rent due under this paragraph 1(b) in the
                       reverse order of scheduled payment of such installment;
                       or

               (iii)   prior to 5:00 p.m. Eastern Daylight Savings Time on July
                       12, 1999, Vencor has not paid to Ventas, in immediately
                       available funds, the additional sum of $ 1.0 million,
                       representing an additional portion of the Rent due to
                       Ventas under the Five Leases for the month of June 1999;
                       or

               (iv)    prior to 5:00 p.m. Eastern Daylight Savings Time on July
                       13, 1999, Vencor has not paid to Ventas, in immediately
                       available funds, the additional sum of $ 1.0 million,
                       representing an additional portion of the Rent due to
                       Ventas under the Five Leases for the month of June 1999;
                       or

               (v)     prior to 5:00 p.m. Eastern Daylight Savings Time on July
                       14, 1999, Vencor has not paid to Ventas, in immediately
                       available funds, (a) the additional sum of $ 1.0 million,
                       representing an additional portion of the Rent due to
                       Ventas under the Five Leases for the

                                      -4-


                       month of June 1999 and (b) an additional sum, if any,
                                          ---
                       equal to the amount by which Vencor's actual cumulative
                       July daily cash flow on July 13, 1999 exceeded Vencor's
                       projected cumulative July daily cash flow for July 13,
                       1999 (as reflected on the Cash Flow Projection; provided,
                       however, that such sum shall be limited to a positive
                       amount equal to (y) $50,000,000, less (z) the outstanding
                                                        ----
                       aggregate borrowings under Vencor's Revolving Credit
                       Facility on July 14, 1999; provided further; any payment
                       made pursuant to this subparagraph (vii)(b) shall be
                       applied to the installments of June 1999 Rent due under
                       this paragraph 1(b) in the reverse order of scheduled
                       payment of such installment; or

               (vi)    prior to 5:00 p.m. Eastern Daylight Savings Time on July
                       15, 1999, Vencor has not paid to Ventas, in immediately
                       available funds, the additional sum of $ 1.0 million,
                       representing an additional portion of the Rent due to
                       Ventas under the Five Leases for the month of June 1999;
                       or

               (vii)   prior to 5:00 p.m. Eastern Daylight Savings Time on July
                       16, 1999, Vencor has not paid to Ventas, in immediately
                       available funds, the additional sum of $ 1.0 million,
                       representing an additional portion of the Rent due to
                       Ventas under the Five Leases for the month of June 1999;
                       or

               (viii)  prior to 5:00 p.m. Eastern Daylight Savings Time on July
                       19, 1999, Vencor has not paid to Ventas, in immediately
                       available funds, (a) the additional sum of $ 2.0 million,
                       representing an additional portion of the Rent due to
                       Ventas under the Five Leases for the month of June 1999
                       and (b) an additional sum, if any, equal to the amount by
                       ---
                       which Vencor's actual cumulative July daily cash flow on
                       July 16, 1999 exceeded Vencor's projected cumulative July
                       daily cash flow for July 16, 1999 (as reflected on the
                       Cash Flow Projection; provided, however, that such sum
                       shall be limited to a positive amount equal to (y)
                       $50,000,000, less (z) the outstanding aggregate
                                    ----
                       borrowings under Vencor's Revolving Credit Facility on
                       July 19, 1999; provided further; any payment made
                       pursuant to this subparagraph (viii)(b) shall be applied
                       to the installments of June 1999 Rent due under this
                       paragraph 1(b) in the reverse order of scheduled payment
                       of such installment; or

               (ix)    prior to 5:00 p.m. Eastern Daylight Savings Time on July
                       20, 1999, Vencor has not paid to Ventas, in immediately
                       available funds, the additional sum of $ 2.0 million,
                       representing an additional portion

                                      -5-


                       of the Rent due to Ventas under the Five Leases for the
                       month of June 1999; or

               (x)     prior to 5:00 p.m. Eastern Daylight Savings Time on July
                       21, 1999, Vencor has not paid to Ventas, in immediately
                       available funds, the additional sum of $ 2.0 million,
                       representing an additional portion of the Rent due to
                       Ventas under the Five Leases for the month of June 1999;
                       or

               (xi)    prior to 5:00 p.m. Eastern Daylight Savings Time on July
                       22, 1999, Vencor has not paid to Ventas, in immediately
                       available funds, the additional sum of $ 3,382,526,
                       representing the balance of the Rent due to Ventas under
                       the Five Leases for the month of June 1999 or has not
                       otherwise paid the Rent due to Ventas under the Five
                       Leases for the month of June 1999; or

               (xii)   prior to 5:00 p.m. Eastern Daylight Savings Time on each
                       Business Day of the Second Standstill Period occurring
                       after July 6, 1999, Vencor has not provided to Ventas a
                       daily cash flow statement for the month of July, 1999
                       reflecting Vencor's daily and cumulative cash receipts,
                       daily and cumulative cash disbursements and cash position
                       and outstanding aggregate borrowings under Vencor's
                       Revolving Credit Facility, all as of the prior Business
                       Day.

          (c)  Ventas further agrees that, subject to the acceleration
          provisions provided for hereinbelow, if Vencor or the Leasehold
          Mortgagee (as defined in the Five Leases) pays the Rent for the month
          of June 1999 in the installment amounts and within five (5) days of
          the installment dates provided for herein, then such payment shall be
          deemed to be a timely cure, within the meaning of Section 16.1 of the
          Five Leases and the June Non-Payment Notices, and that, in such event,
          no Event of Default (as that term is used in the June Non-Payment
          Notices and defined in the Five Leases) shall have occurred with
          respect to the late payment or non-payment of Rent for the month of
          June 1999. Notwithstanding anything to the contrary contained herein,
          Ventas shall not send a notice of termination pursuant to paragraph
          16.1 of the Five Leases, or any of them, based upon Vencor's non-
          payment or late payment of Rent for the month of June 1999 so long as
          Vencor or the Leasehold Mortgagee has a right to cure or has cured
          such non-payment or late payment of Rent for the month of June 1999.
          In addition, and notwithstanding anything to the contrary contained
          herein, in the event Vencor shall fail to pay any installment amount
          hereunder on the original installment date specified herein, then that
          installment amount together with the balance of the unpaid Rent for
          June 1999 shall become immediately due and payable on and as of such
          date, without need for any further notice or demand, and Vencor's and
          the

                                      -6-


          Leasehold Mortgagee's right to cure the non-payment or late payment of
          Rent for June 1999 is and shall be limited solely to the right during
          the five days after such installment date to pay the full amount of
          the total unpaid Rent for June 1999. This subparagraph 5(c) shall only
          apply to the June Non-Payment Notices and to the non-payment or late
          payment of the June 1999 Rent under the Five Leases.

          (d)  The Collateral Agent hereby confirms to Ventas and Vencor that it
          is the collateral agent for the Leasehold Mortgagee and that it is
          authorized to make the confirmations and agreements contained herein.
          Ventas, Vencor, and the Collateral Agent (for and on behalf of the
          Leasehold Mortgagee) confirm and agree that the period of time within
          which Vencor or the Leasehold Mortgagee is entitled to cure the
          failure of Vencor to pay Rent for the month of June 1999 under this
          agreement and the Five Leases in order to prevent a termination of the
          Five Leases will expire at 5:00 p.m. Eastern Daylight Savings Time on
          the fifth day after the first to occur, if any, of the installment
          dates set forth above on which the prescribed installment amount of
          Rent is not timely paid.

          (e)  Ventas, Vencor and the Collateral Agent hereby agree that (i) the
          June Non-Payment Notices, copies of which are attached hereto as
          Exhibits A through E, are hereby deemed for all purposes to have been
          given by Ventas and received by Vencor and the Collateral Agent as of
          June 6, 1999 without need for any further act or delivery by Ventas,
          and (ii) the July Non-Payment Notices, copies of which are attached
          hereto as Exhibits F through J, are hereby deemed for all purposes to
          have been given by Ventas and received by Vencor and the Collateral
          Agent on and as of July 6, 1999, without need for any further act or
          delivery by Ventas.

          (f)  Ventas further agrees that if Vencor or the Leasehold Mortgagee
          pays the Rent for the month of July 1999 on or before August 10, 1999,
          at 5:00 p.m. Eastern Daylight Savings Time, then such payment shall be
          deemed to be a timely cure, within the meaning of Section 16.1 of the
          Five Leases and the July Non-Payment Notices, and that, in such event,
          no Event of Default (as that term is used in the July Non-Payment
          Notices and defined in the Five Leases) shall have occurred with
          respect to the late payment or non-payment of Rent for the month of
          July 1999. Notwithstanding anything to the contrary contained herein,
          Ventas shall not send a notice of termination pursuant to paragraph
          16.1 of the Five Leases, or any of them, based upon Vencor's non-
          payment or late payment of Rent for the month of July 1999 so long as
          Vencor or the Leasehold Mortgagee has a right to cure or has cured
          such non-payment or late payment of Rent for the month of July 1999.
          This subparagraph 5(f) shall only apply to the July Non-Payment
          Notices and to the non-payment or late payment of the July 1999 Rent
          under the Five Leases.

                                      -7-


          (g)  Ventas, Vencor, and the Collateral Agent (for and on behalf of
          the Leasehold Mortgagee) confirm and agree that the period of time by
          which Vencor or the Leasehold Mortgagee is entitled to cure the
          failure of Vencor to pay Rent for the month of July 1999 under this
          Amendment and the Five Leases in order to prevent a termination of the
          Five Leases will expire at 5:00 p.m. Eastern Daylight Savings Time on
          August 10, 1999.

Amendment to Tolling Agreement

          2.   The first numbered paragraph of the Tolling Agreement shall be
deleted and replaced with the following paragraph:

          Any Vencor Claim, including, without limitation, those arising or
          available under the Bankruptcy Avoidance Provisions (defined below)
          that Vencor could otherwise assert against Ventas if Vencor were a
          debtor in a case under the Bankruptcy Code commenced on the date
          hereof, and whether arising under the Bankruptcy Code or under other
          applicable federal or state law, shall not be prejudiced, impaired, or
          waived by Vencor's failure to commence such a bankruptcy case, and any
          and all statutes of limitations, repose, or other legal or equitable
          constraints on the time by which such a bankruptcy case or pleading
          initiating any Vencor Claim (including, without limitation, a cause of
          action under ' 548 of the Bankruptcy Code) shall be tolled during the
          period of time from April 12, 1999 to and including the earlier of (i)
          5:00 p.m. Eastern Daylight Savings Time on August 5, 1999, or (ii) the
          earlier time and date on which the Second Standstill Period (as
          defined in the Second Standstill Agreement) shall automatically
          terminate as a result of Vencor's nonpayment or late payment of rent
          (as provided for in paragraph 5 of the Second Standstill Agreement,
          the provisions of which are hereby incorporated by reference) (the
          "Tolling Period"). For all purposes herein, both the first and last
          day of the Tolling Period shall be deemed to be contained in the
          Tolling Period.

                                      -8-


Counterparts

          3.   This Second Standstill Agreement 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

          4.   These Amendments adopt the ninth numbered paragraph of the Second
Standstill Agreement as the choice of law provision for these Amendments.

          CONFIRMED AND AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN BY:

VENCOR, INC.                            VENTAS, INC.


By: /s/ Xxxxxxx X. Xxxxxxxxxxx          By: /s/ T. Xxxxxxx Xxxxx
    --------------------------              --------------------
Name: Xxxxxxx X. Xxxxxxxxxxx            Name: T. Xxxxxxx Xxxxx
Title: Senior Vice President            Title: Executive Vice President
       and Chief Financial Officer             and General Counsel

XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Collateral Agent for the
Leasehold Mortgagee


By: /s/ Unn Xxxxxxx
    ---------------
Name: Unn Xxxxxxx
Title: Vice President

                                      -9-