Exhibit 99.2
AMENDMENT NUMBER 4 TO THE SECOND STANDSTILL AGREEMENT DATED
------------------------------------------------------------
APRIL 12, 1999 AND AMENDMENT NUMBER 3 TO THE TOLLING AGREEMENT
--------------------------------------------------------------
DATED APRIL 12, 1999
--------------------
These Amendments dated June 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
7
(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 Friday, May 7, 1999, after 5:00 p.m. Ventas, by letters of T.
Xxxxxxx Xxxxx, Vice President and General Counsel of Ventas, issued five notices
of non-payment of rent (the "May Non-Payment Notices") pursuant to paragraph
16.1(b) of the agreements referenced in the first paragraph of each of the May
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 May Non-Payment Notices, to
extend certain other deadlines, to specify the cure period referred to in the
June 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:
8
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 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") and
other than 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 June 1999 (the "June 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 July 6, 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:
(i) prior to 5:00 p.m. Eastern Daylight Savings Time on June 10, 1999,
Vencor has not paid to Ventas, in immediately available funds, the
sum of $9.5 million, representing a portion of the Rent due to
Ventas under the Five Leases for the month of May 1999; or
9
(ii) prior to 5:00 p.m. Eastern Daylight Savings Time on June 16, 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
May 1999; or
(iii) prior to 5:00 p.m. Eastern Daylight Savings Time on June 17, 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
May 1999; or
(iv) prior to 5:00 p.m. Eastern Daylight Savings Time on June 18, 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
May 1999; or
(v) prior to 5:00 p.m. Eastern Daylight Savings Time on June 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
May 1999; or
(vi) prior to 5:00 p.m. Eastern Daylight Savings Time on June 22, 1999,
Vencor has not paid to Ventas, in immediately available funds, the
additional sum of $1,382,526, representing the balance of the Rent
due to Ventas under the Five Leases for the month of May 1999.
(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 May 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 May Non-
Payment Notices, and that, in such event, no Event of Default (as that term
is used in the May 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 May 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 May 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 May 1999. In addition, and
notwithstanding anything to the contrary contained herein, in the event
10
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 May 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 Leasehold Mortgagee's right to cure the
non-payment or late payment of Rent for May 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 May 1999. This subparagraph
5(c) shall apply to the May Non-Payment Notices and to the non-payment or
late payment of the May 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 May 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 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 as of the date of these Amendments 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 June 1999 on or before July 12, 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 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. This
subparagraph 5(f) 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.
(g) Ventas, Vencor, and the Collateral Agent (for and on behalf of the
11
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 June 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 July 12, 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 (S) 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 July 6, 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.
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.
12
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: By:
------------------------------ -----------------------------
Name: Name:
Title: Title:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Collateral Agent for the
Leasehold Mortgagee
By:
------------------------------
Name:
Title:
13
Exhibit A
[Ventas Letterhead]
June 6, 1999
TELEPHONIC FACSIMILE,
HAND DELIVERY AND
CERTIFIED MAIL - RETURN
RECEIPT REQUESTED
ARTICLE NO. Z 336 200 300
-------------------------
Vencor Nursing Centers Limited Partnership
One Vencor Place
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Chief Financial Officer
Re: Lease Agreement dated as of August 7, 1998, between
---------------------------------------------------
Ventas Realty, Limited Partnership, as Lessor, and Vencor
---------------------------------------------------------
Nursing Centers Limited Partnership, as Tenant
----------------------------------------------
Dear Madam or Sir:
Reference is hereby made to that certain Lease Agreement (as amended,
the "Lease") dated as of August 7, 1998, between Ventas Realty, Limited
Partnership, as Lessor (the "Lessor") and Vencor Nursing Centers Limited
Partnership, as Tenant (the "Tenant"). Capitalized terms not defined herein have
the meanings given to them in the Lease.
Under the Lease, Tenant is required to pay monthly installments of
rent to Lessor in the amount of $51,541 (the "Rent"). Payments of Rent are due
in advance on the first day of each calendar month. Pursuant to Section
3.1(b)(5) of the Lease, if an installment of Rent is not paid within five (5)
Business Days after its due date, Tenant is required to pay to Lessor a late
charge (to the extent permitted by law) computed at the Overdue Rate (or at the
maximum rate permitted by law, whichever is lesser) on the amount of such
installment, from the due date of such installment to the date of payment
thereof.
Under the terms of the Second Standstill Agreement dated April 12,
1999 between Vencor, Inc. (for itself and others, including Tenant) and Ventas,
Inc. (for itself and others, including Lessor), as amended by Amendment Number 1
To The Second Standstill Agreement Dated April 12, 1999 dated May 5, 1999, and
as further amended by Amendment Number 2 To
14
The Second Standstill Agreement Dated April 12, 1999 And Amendment Number 1 To
The Tolling Agreement Dated April 12, 1999 dated May 8, 1999 (as amended, the
"Second Standstill Agreement"), the Lessor agreed not to exercise any rights or
remedies against Tenant under the Lease based on, inter alia, Tenant's late
----- ----
payment of the Rent due under the Lease for the month of June 1999. The Second
Standstill Agreement terminated at 5:00 p.m. Eastern Daylight Savings Time on
June 6, 1999.
Pursuant to Section 16.1(b) of the Lease, Lessor hereby notifies you
that it has not received the Rent due under the Lease for the month of June
1999. Tenant's failure to make payment of the Rent within five (5) days of the
receipt of this letter will constitute an Event of Default under Section 16.1 of
the Lease. Should an Event of Default occur, Lessor will have the right to
exercise its remedies under the Lease and otherwise.
Pursuant to Section 22.4 of the Lease, Lessor, by copy of this letter,
hereby notifies Tenant's Leasehold Mortgagees (through Xxxxxx Guaranty Trust
Company of New York, as their Agent) of Tenant's default under the Lease. Such
Leasehold Mortgagees have the right to cure or otherwise remedy Tenant's failure
to pay the Rent due under the Lease within thirty-five (35) days of Tenant's
receipt of this letter.
Nothing contained in this letter shall be deemed an election or waiver
of Lessor's rights or remedies or preclude the exercise by Lessor of any of the
rights and remedies it may have at law, in equity, by agreement, or otherwise.
Lessor expressly reserves unto itself any and all such rights and remedies.
Please govern yourselves accordingly.
Sincerely,
/s/ T. Xxxxxxx Xxxxx
T. Xxxxxxx Xxxxx
Vice President and General Counsel
TRR:bft
cc: General Counsel of Vencor Nursing Centers Limited Partnership
(telephonic facsimile, hand delivery and certified mail-return receipt
requested)
Vencor, Inc. and Vencor Operating, Inc.
(telephonic facsimile, hand delivery and certified mail-return receipt
requested)
Xxxxxx Guaranty Trust Company of
New York (telephonic facsimile, Courier and
certified mail-return receipt requested)
15
Exhibit B
[Ventas Letterhead]
June 6, 1999
TELEPHONIC FACSIMILE,
HAND DELIVERY AND
CERTIFIED MAIL - RETURN
RECEIPT REQUESTED
ARTICLE NO. Z 336 200 301
-------------------------
Vencor, Inc.
Vencor Operating, Inc.
One Vencor Place
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Chief Financial Officer
Re: Master Lease Agreement dated as of April 30, 1998, between
----------------------------------------------------------
Ventas, Inc. (formerly known as Vencor, Inc.), Ventas Realty,
-------------------------------------------------------------
Limited Partnership and others, as Lessor, and Vencor, Inc.
-----------------------------------------------------------
(formerly known as Vencor Healthcare, Inc.), and Vencor
-------------------------------------------------------
Operating, Inc., as Tenant, and known as Master Lease No. 1
-----------------------------------------------------------
Dear Madam or Sir:
Reference is hereby made to that certain Master Lease Agreement (as
amended, the "Lease") dated as of April 30, 1998, between Ventas, Inc. (formerly
known as Vencor, Inc. and successor by merger to First Healthcare Corporation,
Nationwide Care, Inc., Northwest Health Care, Inc., Hillhaven of Central
Florida, Inc., Hillhaven/Indiana Partnership, St. Xxxxxx Nursing Home Limited
Partnership, Vencor Hospitals East, Inc., Hahnemann Hospital, Inc., Vencor
Hospitals Illinois, Inc., Carrolwood Care Center, Windsor Xxxxx Nursing Home
Partnership, San Marcos Nursing Home Partnership, New Pond Village Associates,
Health Haven Associates, L.P. and Oak Hill Nursing Associates, L.P.) and Ventas
Realty, Limited Partnership, as Lessor (collectively, the "Lessor"), and Vencor,
Inc. (formerly known as Vencor Healthcare, Inc.) and Vencor Operating, Inc.
(collectively, the "Tenant"). Capitalized terms not defined herein have the
meanings given to them in the Lease.
Under the Lease, Tenant is required to pay monthly installments of
rent to Lessor in the amount of $7,343,235.00 (the "Rent"). Payments of Rent
are due in advance on the first day of each calendar month. Pursuant to Section
3.1(b)(5) of the Lease, if an installment of Rent is not paid within five (5)
Business Days after its due date, Tenant is required to pay to Lessor a late
charge (to the extent permitted by law) computed at the Overdue Rate (or at the
maximum rate permitted by law, whichever is lesser) on the amount of such
installment, from the due date of
16
such installment to the date of payment thereof.
Under the terms of the Second Standstill Agreement dated April 12, 1999
between Vencor, Inc. (for itself and others, including Tenant) and Ventas, Inc.
(for itself and others, including Lessor), as amended by Amendment Number 1 To
The Second Standstill Agreement Dated April 12, 1999 dated May 5, 1999, and as
further amended by Amendment Number 2 To The Second Standstill Agreement Dated
April 12, 1999 And Amendment Number 1 To The Tolling Agreement Dated April 12,
1999 dated May 8, 1999 (as amended, the "Second Standstill Agreement"), the
Lessor agreed not to exercise any rights or remedies against Tenant under the
Lease based on, inter alia, Tenant's late payment of the Rent due under the
----- ----
Lease for the month of June 1999. The Second Standstill Agreement terminated at
5:00 p.m. Eastern Daylight Savings Time on June 6, 1999.
Pursuant to Section 16.1(b) of the Lease, Lessor hereby notifies you
that it has not received the Rent due under the Lease for the month of June
1999. Tenant's failure to make payment of the Rent within five (5) days of the
receipt of this letter will constitute an Event of Default under Section 16.1 of
the Lease. Should an Event of Default occur, Lessor will have the right to
exercise its remedies under the Lease and otherwise.
Pursuant to Section 22.4 of the Lease, Lessor, by copy of this letter,
hereby notifies Tenant's Leasehold Mortgagees (through Xxxxxx Guaranty Trust
Company of New York, as their Agent) of Tenant's default under the Lease. Such
Leasehold Mortgagees have the right to cure or otherwise remedy Tenant's failure
to pay the Rent due under the Lease within thirty-five (35) days of Tenant's
receipt of this letter.
Nothing contained in this letter shall be deemed an election or waiver
of Lessor's rights or remedies or preclude the exercise by Lessor of any of the
rights and remedies it may have at law, in equity, by agreement, or otherwise.
Lessor expressly reserves unto itself any and all such rights and remedies.
Please govern yourselves accordingly.
Sincerely,
/s/ T. Xxxxxxx Xxxxx
T. Xxxxxxx Xxxxx
Vice President and General Counsel
TRR:bft
cc: General Counsel of Vencor, Inc. and Vencor Operating, Inc.
(telephonic facsimile, hand delivery and certified mail-return receipt
requested)
Xxxxxx Guaranty Trust Company of New York (telephonic facsimile, courier
and certified mail-return receipt requested)
17
Exhibit C
[Ventas Letterhead]
June 6, 1999
TELEPHONIC FACSIMILE,
HAND DELIVERY AND
CERTIFIED MAIL - RETURN
RECEIPT REQUESTED
ARTICLE NO. Z 336 200 301
-------------------------
Vencor, Inc.
Vencor Operating, Inc.
One Vencor Place
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Chief Financial Officer
Re: Master Lease Agreement dated as of April 30, 1998, between
----------------------------------------------------------
Ventas, Inc. (formerly known as Vencor, Inc.), Ventas Realty,
-------------------------------------------------------------
Limited Partnership and others, as Lessor, and Vencor, Inc.
-----------------------------------------------------------
(formerly known as Vencor Healthcare, Inc.), and Vencor
-------------------------------------------------------
Operating, Inc., as Tenant, and known as Master Lease No. 2
-----------------------------------------------------------
Dear Madam or Sir:
Reference is hereby made to that certain Master Lease Agreement (as
amended, the "Lease") dated as of April 30, 1998, between Ventas, Inc. (formerly
known as Vencor, Inc. and successor by merger to First Healthcare Corporation,
Nationwide Care, Inc., Northwest Health Care, Inc., Hillhaven of Central
Florida, Inc., Hillhaven/Indiana Partnership, St. Xxxxxx Nursing Home Limited
Partnership, Vencor Hospitals East, Inc., Hahnemann Hospital, Inc., Vencor
Hospitals Illinois, Inc., Carrolwood Care Center, Windsor Xxxxx Nursing Home
Partnership, San Marcos Nursing Home Partnership, New Pond Village Associates,
Health Haven Associates, L.P. and Oak Hill Nursing Associates, L.P.) and Ventas
Realty, Limited Partnership, as Lessor (collectively, the "Lessor"), and Vencor,
Inc. (formerly known as Vencor Healthcare, Inc.) and Vencor Operating, Inc.
(collectively, the "Tenant"). Capitalized terms not defined herein have the
meanings given to them in the Lease.
Under the Lease, Tenant is required to pay monthly installments of
rent to Lessor in the amount of $3,936,180.00 (the "Rent"). Payments of Rent
are due in advance on the first day of each calendar month. Pursuant to Section
3.1(b)(5) of the Lease, if an installment of Rent is not paid within five (5)
Business Days after its due date, Tenant is required to pay to Lessor a late
charge (to the extent permitted by law) computed at the Overdue Rate (or at the
maximum rate permitted by law, whichever is lesser) on the amount of such
installment, from the due date of such installment to the date of payment
thereof.
18
Under the terms of the Second Standstill Agreement dated April 12, 1999
between Vencor, Inc. (for itself and others, including Tenant) and Ventas, Inc.
(for itself and others, including Lessor), as amended by Amendment Number 1 To
The Second Standstill Agreement Dated April 12, 1999 dated May 5, 1999, and as
further amended by Amendment Number 2 To The Second Standstill Agreement Dated
April 12, 1999 And Amendment Number 1 To The Tolling Agreement Dated April 12,
1999 dated May 8, 1999 (as amended, the "Second Standstill Agreement"), the
Lessor agreed not to exercise any rights or remedies against Tenant under the
Lease based on, inter alia, Tenant's late payment of the Rent due under the
----- ----
Lease for the month of June 1999. The Second Standstill Agreement terminated at
5:00 p.m. Eastern Daylight Savings Time on June 6, 1999.
Pursuant to Section 16.1(b) of the Lease, Lessor hereby notifies you
that it has not received the Rent due under the Lease for the month of June
1999. Tenant's failure to make payment of the Rent within five (5) days of the
receipt of this letter will constitute an Event of Default under Section 16.1 of
the Lease. Should an Event of Default occur, Lessor will have the right to
exercise its remedies under the Lease and otherwise.
Pursuant to Section 22.4 of the Lease, Lessor, by copy of this letter,
hereby notifies Tenant's Leasehold Mortgagees (through Xxxxxx Guaranty Trust
Company of New York, as their Agent) of Tenant's default under the Lease. Such
Leasehold Mortgagees have the right to cure or otherwise remedy Tenant's failure
to pay the Rent due under the Lease within thirty-five (35) days of Tenant's
receipt of this letter.
Nothing contained in this letter shall be deemed an election or waiver
of Lessor's rights or remedies or preclude the exercise by Lessor of any of the
rights and remedies it may have at law, in equity, by agreement, or otherwise.
Lessor expressly reserves unto itself any and all such rights and remedies.
Please govern yourselves accordingly.
Sincerely,
/s/ T. Xxxxxxx Xxxxx
T. Xxxxxxx Xxxxx
Vice President and General Counsel
TRR:bft
cc: General Counsel of Vencor, Inc. and Vencor Operating, Inc.
(telephonic facsimile, hand delivery and certified mail-return receipt
requested)
Xxxxxx Guaranty Trust Company of New York (telephonic facsimile, courier
and certified mail-return receipt requested)
19
Exhibit D
[Ventas Letterhead]
June 6, 1999
TELEPHONIC FACSIMILE,
HAND DELIVERY AND
CERTIFIED MAIL - RETURN
RECEIPT REQUESTED
ARTICLE NO. Z 336 200 301
-------------------------
Vencor, Inc.
Vencor Operating, Inc.
One Vencor Place
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Chief Financial Officer
Re: Master Lease Agreement dated as of April 30, 1998, between
----------------------------------------------------------
Ventas, Inc. (formerly known as Vencor, Inc.), Ventas Realty,
------------------------------------------------------------
Limited Partnership and others, as Lessor, and Vencor, Inc.
-----------------------------------------------------------
(formerly known as Vencor Healthcare, Inc.), and Vencor
-------------------------------------------------------
Operating, Inc., as Tenant, and known as Master Lease No. 3
-----------------------------------------------------------
Dear Madam or Sir:
Reference is hereby made to that certain Master Lease Agreement (as
amended, the "Lease") dated as of April 30, 1998, between Ventas, Inc. (formerly
known as Vencor, Inc. and successor by merger to First Healthcare Corporation,
Nationwide Care, Inc., Northwest Health Care, Inc., Hillhaven of Central
Florida, Inc., Hillhaven/Indiana Partnership, St. Xxxxxx Nursing Home Limited
Partnership, Vencor Hospitals East, Inc., Hahnemann Hospital, Inc., Vencor
Hospitals Illinois, Inc., Carrolwood Care Center, Windsor Xxxxx Nursing Home
Partnership, San Marcos Nursing Home Partnership, New Pond Village Associates,
Health Haven Associates, L.P. and Oak Hill Nursing Associates, L.P.) and Ventas
Realty, Limited Partnership, as Lessor (collectively, the "Lessor"), and Vencor,
Inc. (formerly known as Vencor Healthcare, Inc.) and Vencor Operating, Inc.
(collectively, the "Tenant"). Capitalized terms not defined herein have the
meanings given to them in the Lease.
Under the Lease, Tenant is required to pay monthly installments of
rent to Lessor in the amount of $3,668,175.00 (the "Rent"). Payments of Rent
are due in advance on the first day of each calendar month. Pursuant to Section
3.1(b)(5) of the Lease, if an installment of Rent is not paid within five (5)
Business Days after its due date, Tenant is required to pay to Lessor a late
charge (to the extent permitted by law) computed at the Overdue Rate (or at the
maximum rate permitted by law, whichever is lesser) on the amount of such
installment, from the due date of such installment to the date of payment
thereof.
20
Under the terms of the Second Standstill Agreement dated April 12, 1999
between Vencor, Inc. (for itself and others, including Tenant) and Ventas, Inc.
(for itself and others, including Lessor), as amended by Amendment Number 1 To
The Second Standstill Agreement Dated April 12, 1999 dated May 5, 1999, and as
further amended by Amendment Number 2 To The Second Standstill Agreement Dated
April 12, 1999 And Amendment Number 1 To The Tolling Agreement Dated April 12,
1999 dated May 8, 1999 (as amended, the "Second Standstill Agreement"), the
Lessor agreed not to exercise any rights or remedies against Tenant under the
Lease based on, inter alia, Tenant's late payment of the Rent due under the
----- ----
Lease for the month of June 1999. The Second Standstill Agreement terminated at
5:00 p.m. Eastern Daylight Savings Time on June 6, 1999.
Pursuant to Section 16.1(b) of the Lease, Lessor hereby notifies you
that it has not received the Rent due under the Lease for the month of June
1999. Tenant's failure to make payment of the Rent within five (5) days of the
receipt of this letter will constitute an Event of Default under Section 16.1 of
the Lease. Should an Event of Default occur, Lessor will have the right to
exercise its remedies under the Lease and otherwise.
Pursuant to Section 22.4 of the Lease, Lessor, by copy of this letter,
hereby notifies Tenant's Leasehold Mortgagees (through Xxxxxx Guaranty Trust
Company of New York, as their Agent) of Tenant's default under the Lease. Such
Leasehold Mortgagees have the right to cure or otherwise remedy Tenant's failure
to pay the Rent due under the Lease within thirty-five (35) days of Tenant's
receipt of this letter.
Nothing contained in this letter shall be deemed an election or waiver
of Lessor's rights or remedies or preclude the exercise by Lessor of any of the
rights and remedies it may have at law, in equity, by agreement, or otherwise.
Lessor expressly reserves unto itself any and all such rights and remedies.
Please govern yourselves accordingly.
Sincerely,
/s/ T. Xxxxxxx Xxxxx
T. Xxxxxxx Xxxxx
Vice President and General Counsel
TRR:bft
cc: General Counsel of Vencor, Inc. and Vencor Operating, Inc.
(telephonic facsimile, hand delivery and certified mail-return receipt
requested)
Xxxxxx Guaranty Trust Company of New York (telephonic facsimile, courier
and certified mail-return receipt requested)
21
Exhibit E
[Ventas Letterhead]
June 6, 1999
TELEPHONIC FACSIMILE,
HAND DELIVERY AND
CERTIFIED MAIL - RETURN
RECEIPT REQUESTED
ARTICLE NO. Z 336 200 301
-------------------------
Vencor, Inc.
Vencor Operating, Inc.
One Vencor Place
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Chief Financial Officer
Re: Master Lease Agreement dated as of April 30, 1998, between
----------------------------------------------------------
Ventas, Inc. (formerly known as Vencor, Inc.), Ventas Realty,
-------------------------------------------------------------
Limited Partnership and others, as Lessor, and Vencor, Inc.
-----------------------------------------------------------
(formerly known as Vencor Healthcare, Inc.), and Vencor
-------------------------------------------------------
Operating, Inc., as Tenant, and known as Master Lease No. 4
-----------------------------------------------------------
Dear Madam or Sir:
Reference is hereby made to that certain Master Lease Agreement (as
amended, the "Lease") dated as of April 30, 1998, between Ventas, Inc. (formerly
known as Vencor, Inc. and successor by merger to First Healthcare Corporation,
Nationwide Care, Inc., Northwest Health Care, Inc., Hillhaven of Central
Florida, Inc., Hillhaven/Indiana Partnership, St. Xxxxxx Nursing Home Limited
Partnership, Vencor Hospitals East, Inc., Hahnemann Hospital, Inc., Vencor
Hospitals Illinois, Inc., Carrolwood Care Center, Windsor Xxxxx Nursing Home
Partnership, San Marcos Nursing Home Partnership, New Pond Village Associates,
Health Haven Associates, L.P. and Oak Hill Nursing Associates, L.P.) and Ventas
Realty, Limited Partnership, as Lessor (collectively, the "Lessor"), and Vencor,
Inc. (formerly known as Vencor Healthcare, Inc.) and Vencor Operating, Inc.
(collectively, the "Tenant"). Capitalized terms not defined herein have the
meanings given to them in the Lease.
Under the Lease, Tenant is required to pay monthly installments of
rent to Lessor in the amount of $3,883,395.00 (the "Rent"). Payments of Rent
are due in advance on the first day of each calendar month. Pursuant to Section
3.1(b)(5) of the Lease, if an installment of Rent is not paid within five (5)
Business Days after its due date, Tenant is required to pay to Lessor a late
charge (to the extent permitted by law) computed at the Overdue Rate (or at the
maximum rate permitted by law, whichever is lesser) on the amount of such
installment, from the due date of
22
such installment to the date of payment thereof.
Under the terms of the Second Standstill Agreement dated April 12, 1999
between Vencor, Inc. (for itself and others, including Tenant) and Ventas, Inc.
(for itself and others, including Lessor), as amended by Amendment Number 1 to
the Second Standstill Agreement Dated April 12, 1999 dated May 5, 1999, and as
further amended by Amendment Number 2 To The Second Standstill Agreement Dated
April 12, 1999 And Amendment Number 1 To The Tolling Agreement Dated April 12,
1999 dated May 8, 1999 (as amended, the "Second Standstill Agreement"), the
Lessor agreed not to exercise any rights or remedies against Tenant under the
Lease based on, inter alia, Tenant's late payment of the Rent due under the
----- ----
Lease for the month of June 1999. The Second Standstill Agreement terminated at
5:00 p.m. Eastern Daylight Savings Time on June 6, 1999.
Pursuant to Section 16.1(b) of the Lease, Lessor hereby notifies you
that it has not received the Rent due under the Lease for the month of June
1999. Tenant's failure to make payment of the Rent within five (5) days of the
receipt of this letter will constitute an Event of Default under Section 16.1 of
the Lease. Should an Event of Default occur, Lessor will have the right to
exercise its remedies under the Lease and otherwise.
Pursuant to Section 22.4 of the Lease, Lessor, by copy of this letter,
hereby notifies Tenant's Leasehold Mortgagees (through Xxxxxx Guaranty Trust
Company of New York, as their Agent) of Tenant's default under the Lease. Such
Leasehold Mortgagees have the right to cure or otherwise remedy Tenant's failure
to pay the Rent due under the Lease within thirty-five (35) days of Tenant's
receipt of this letter.
Nothing contained in this letter shall be deemed an election or waiver
of Lessor's rights or remedies or preclude the exercise by Lessor of any of the
rights and remedies it may have at law, in equity, by agreement, or otherwise.
Lessor expressly reserves unto itself any and all such rights and remedies.
Please govern yourselves accordingly.
Sincerely,
/s/ T. Xxxxxxx Xxxxx
T. Xxxxxxx Xxxxx
Vice President and General Counsel
TRR:bft
cc: General Counsel of Vencor, Inc. and Vencor Operating, Inc.
(telephonic facsimile, hand delivery and certified mail-return receipt
requested)
Xxxxxx Guaranty Trust Company of New York (telephonic facsimile, courier
and certified mail-return receipt requested)
23
