Ventas Realty, Limited Partnership 10350 Ormsby Park Place Suite 300 Louisville, KY 40223 T 502.357-9000 F 502.357-9029
Exhibit 10.10
| Ventas Realty, Limited Partnership |
00000 Xxxxxx Xxxx Xxxxx Xxxxx 000 Xxxxxxxxxx, XX 00000 T 502.357-9000 F 502.357-9029 |
May 23, 2012
Kindred Healthcare Operating, Inc.
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
| Re: | Second Amended and Restated Master Lease Agreement Nos. 1, 2, 3 and 4, each dated April 27, 2007 and each by and among Ventas Realty, Limited Partnership, as lessor, and Kindred Healthcare, Inc. and Kindred Healthcare Operating, Inc., as tenant (as heretofore amended or modified, individually a “Master Lease” and collectively, the “Master Leases”) |
Dear Ladies and Gentlemen:
Reference is made to the Master Leases. Capitalized terms that are used herein and not otherwise defined shall have the same meanings herein as in the Master Leases.
Pursuant to this letter, Lessor and Tenant hereby agree as follows:
| 1. | Attached hereto as Exhibit A is a list of fifty-four (54) skilled nursing facilities (each, a “Terminating Leased Property”), as to which the Master Lease applicable thereto is terminating as to such Terminating Leased Property as of April 30, 2013 (or such earlier date as specified below). Notwithstanding anything to the contrary in the Master Leases, Lessor and Tenant hereby amend each of the Master Leases as follows: |
| (a) | To facilitate the transfers and transitions described below in this Section 1, Lessor and Tenant hereby agree to amend the Master Leases as follows, effective as of the date of this letter: |
| i. | In the case of Second Amended and Restated Master Lease Agreement No. 1: |
| (x) The definition of "Base Rent" contained in such Master Lease is hereby amended and restated in its entirety to read as follows: |
Kindred Healthcare Operating, Inc.
May 23, 2012
Page 2
“"Base Rent": (a) For any period prior to May 23, 2012, rent at the annual rate applicable for such period under this Lease prior to its amendment by that certain letter agreement dated May 23, 2012 between Lessor and Tenant, (b) for the period from May 23, 2012 to April 30, 2013, rent at an annual rate equal to One Hundred Nine Million Five Hundred Eighty-Seven Thousand Forty-Two and 56/100 Dollars ($109,587,042.56) per annum, and (c) for a particular Rent Calculation Year thereafter, an annual rental amount equal to the sum of (i) the Prior Period Base Rent, plus (ii) if the Patient Revenues for the calendar year preceding the commencement of such Rent Calculation Year equaled or exceeded seventy-five percent (75%) of the Adjusted Base Patient Revenues, two and seven-tenths percent (2.7%) of the Prior Period Base Rent. Notwithstanding the foregoing, nothing contained in this definition shall limit the applicability of Section 19.2 and Section 19.3 hereof.”
| (y) | Exhibit C to such Master Lease is hereby amended and restated in its entirety to read as set forth in Exhibit A-1 attached to and made a part of this letter. |
| ii. | In the case of Second Amended and Restated Master Lease Agreement No. 2: |
| (x) | The definition of "Base Rent" contained in such Master Lease is hereby amended and restated in its entirety to read as follows: |
“"Base Rent": (a) For any period prior to May 23, 2012, rent at the annual rate applicable for such period under this Lease prior to its amendment by that certain letter agreement dated May 23, 2012 between Lessor and Tenant, (b) for the period from May 23, 2012 to April 30, 2013, rent at an annual rate equal to Sixty-Four Million Nine Hundred Seventy-One Thousand One Hundred Thirty-Eight and 90/100 Dollars ($64,971,138.90) per annum, and (c) for a particular Rent Calculation Year thereafter, an annual rental amount equal to the sum of (i) the Prior Period Base Rent, plus (ii) if the Patient Revenues for the calendar year preceding the commencement of such Rent Calculation Year equaled or exceeded seventy-five percent (75%) of the Adjusted Base Patient Revenues, the product of (x) the Prior Period Base Rent times (y)(1) two and twenty-five hundredths percent (2.25%), if the CPI Increase, expressed as a percentage, applicable to such Rent Calculation Year is less than 2.25%, (2) four percent (4%), if the CPI Increase, expressed as a percentage, applicable to such Rent Calculation Year is greater than 4%, or (3) the CPI Increase, expressed as a percentage, applicable to such Rent Calculation Year, in all other cases. Notwithstanding the foregoing, nothing contained in this definition shall limit the applicability of Section 19.2 and Section 19.3 hereof.”
Kindred Healthcare Operating, Inc.
May 23, 2012
Page 3
| (y) | Exhibit C to such Master Lease is hereby amended and restated in its entirety to read as set forth in Exhibit A-2 attached to and made a part of this letter. |
| iii. | In the case of Second Amended and Restated Master Lease Agreement No. 3: |
| (x) | The definition of "Base Rent" contained in such Master Lease is hereby amended and restated in its entirety to read as follows: |
“"Base Rent": For any period prior to May 23, 2012, rent at the annual rate applicable for such period under this Lease prior to its amendment by that certain letter agreement dated May 23, 2012 between Lessor and Tenant, (b) for the period from May 23, 2012 to April 30, 2013, rent at an annual rate equal to Forty Million Three Hundred Thirty-Two Thousand Two Hundred Sixty-Nine and 81/100 Dollars ($40,332,269.81) per annum, and (c) for a particular Rent Calculation Year thereafter, an annual rental amount equal to the sum of (i) the Prior Period Base Rent, plus (ii) if the Patient Revenues for the calendar year preceding the commencement of such Rent Calculation Year equaled or exceeded seventy-five percent (75%) of the Adjusted Base Patient Revenues, two and seven-tenths percent (2.7%) of the Prior Period Base Rent. Notwithstanding the foregoing, nothing contained in this definition shall limit the applicability of Section 19.2 and Section 19.3 hereof.”
| (y) | Exhibit C to such Master Lease is hereby amended and restated in its entirety to read as set forth in Exhibit A-3 attached to and made a part of this letter. |
| iv. | In the case of Second Amended and Restated Master Lease Agreement No. 4: |
| (x) | The definition of "Base Rent" contained in such Master Lease is hereby amended and restated in its entirety to read as follows: |
“"Base Rent": (a) For any period prior to May 23, 2012, rent at the annual rate applicable for such period under this Lease prior to its amendment by that certain letter agreement dated May 23, 2012 between Lessor and Tenant, (b) for the period from May 23, 2012 to April 30, 2013, rent at an annual rate equal to Forty-Seven Million Sixteen Thousand Two Hundred Twenty-Four and 69/100 Dollars ($47,016,224.69) per annum, and (c) for a particular Rent
Kindred Healthcare Operating, Inc.
May 23, 2012
Page 4
Calculation Year thereafter, an annual rental amount equal to the sum of (i) the Prior Period Base Rent, plus (ii) if the Patient Revenues for the calendar year preceding the commencement of such Rent Calculation Year equaled or exceeded seventy-five percent (75%) of the Adjusted Base Patient Revenues, two and seven-tenths percent (2.7%) of the Prior Period Base Rent. Notwithstanding the foregoing, nothing contained in this definition shall limit the applicability of Section 19.2 and Section 19.3 hereof”
| (y) | Exhibit C to such Master Lease is hereby amended and restated in its entirety to read as set forth in Exhibit A-4 attached to and made a part of this letter. |
| (b) At Lessor’s request, from time to time from and after the date of this letter, Lessor may notify Tenant of its election to require that a Terminating Leased Property or Terminating Leased Properties identified by Lessor in its notice (each, a “Transfer Notice”) be transferred and transitioned as provided in this letter; |
| (c) Each Transfer Notice shall specify the date (subject to extension as described below, the applicable “Transfer Date”) on which such transfer and transition is to occur with respect to the identified Terminating Leased Property(ies), which Transfer Date shall be not less than forty-five (45) days after Tenant’s receipt of the applicable Transfer Notice (provided, however, that (i) if the Transfer Date specified by Lessor in its Transfer Notice is less than ninety (90) days after Tenant’s receipt of such Transfer Notice, then, if Tenant shall reasonably and in good faith determine (which determination shall be made as soon as practicable) that an extension of the specified Transfer Date is required due to the requirements of the Worker Adjustment and Retraining Notification Act, then, as soon as practicable, but in any event within fifteen (15) days of such determination by Tenant, Tenant shall so notify Lessor in writing, and the Transfer Date that was specified in Lessor’s Transfer Notice shall be extended to such later date set forth in such notice by Tenant by which the requirements of the Worker Adjustment and Retraining Notification Act shall be satisfied (which date shall not, in any event, be later than the ninetieth (90th) day after Tenant’s receipt of such Transfer Notice) and (ii) Lessor shall have the right, at its option by written notice to Tenant from time to time, to extend the Transfer Date (but not beyond April 30, 2013)); |
| (d) The expiration date of the Term for the Terminating Leased Property(ies) identified in Lessor’s applicable Transfer Notice shall be the Transfer Date with respect thereto, as established pursuant to subsection (c) above; |
| (e) Each of Lessor and Tenant shall comply with the provisions of Section 40.3 of the Master Leases, and any other applicable provisions of the Master Leases relating to transfer of operations, in connection with any such early transition and transfer of any Terminating Leased Property(ies) identified from time to time by Lessor (and, in |
Kindred Healthcare Operating, Inc.
May 23, 2012
Page 5
| addition, as of the applicable Transfer Date with respect to each Terminating Leased Property, Tenant and the applicable replacement operator identified by Lessor shall enter into an Operations Transfer Agreement that is usual and customary for facilities comparable to the Terminating Leased Property(ies) and otherwise in a form mutually and reasonably agreed upon by Tenant and such replacement operator); and |
| (f) Unless Lessor otherwise notifies Tenant in writing that Tenant may commence a “Facility Termination” (as defined in the Master Leases) with respect to a Terminating Leased Property, Tenant shall continue to operate such Terminating Leased Property, and Lessor shall have obligations relating to reimbursement of operating deficits (or, if Tenant elects to forego its rights to reimbursement of operating deficits, Lessor shall be obligated to allow Tenant to pay reduced Base Rent with respect to such Terminating Leased Property as provided in Section 40.3 (and the parties hereby agree that Tenant may make such an election with respect to a Terminating Leased Property by written notice to Lessor delivered at any time within fifteen (15) days following the termination of the applicable Master Lease with respect to such Terminating Leased Property)), as if Lessor had procured a “Qualified Successor” and issued a timely “Section 40.3 Notice” (as defined in the Master Leases) with respect thereto (it being agreed that, if Lessor has issued a Transfer Notice with respect to a particular Terminating Leased Property but, as of the Transfer Date applicable thereto, Lessor is not prepared to complete a transfer and transition of such Terminating Leased Property to a replacement operator, from and after such Transfer Date Lessor and Tenant shall continue to have the post-expiration and other obligations referenced in Section 40.3 of the applicable Master Lease, as amended by this subsection (f), relating to such Terminating Leased Property). |
| 2. | An affiliate of Tenant, Kindred Hospitals West, LLC (“Scottsdale Tenant”), and an affiliate of Lessor, Nationwide Health Properties, LLC (as the successor by merger to Nationwide Health Properties, Inc.) (“Scottsdale Landlord”), are parties to that certain Lease dated as of November 15, 2001 (the “Scottsdale Lease”), pursuant to which Scottsdale Tenant leases a hospital facility in Scottsdale, Arizona (the “Scottsdale Facility”). Notwithstanding anything to the contrary in the Master Leases or in the Scottsdale Lease, Tenant hereby agrees that, if Scottsdale Tenant elects to terminate the Scottsdale Lease pursuant to, and in accordance with the terms of, Section 2.3.2 and any other applicable provisions of the Scottsdale Lease, then, in addition to causing Scottsdale Tenant to comply with such Section 2.3.2, and such other applicable provisions, of the Scottsdale Lease, Tenant shall cause Scottsdale Tenant to shut down and close, remove and relocate all patients/residents, terminate all subleases, vendor and service contracts and other agreements that Scottsdale Tenant may have entered into with respect to the Scottsdale Facility and fully vacate the Scottsdale Facility, within 90 days of Scottsdale Tenant’s issuance of its notice of such election, in compliance with all laws and regulatory requirements relating thereto. In connection with such termination, Tenant shall cause Scottsdale Tenant and Lessor shall cause Scottsdale Landlord to execute and deliver a termination agreement in the form of Exhibit B hereto, which agreement shall be dated as of the |
Kindred Healthcare Operating, Inc.
May 23, 2012
Page 6
| effective date of the termination of the Scottsdale Lease (the “Termination of Lease Agreement”; such effective date, the “Termination Date”), and Tenant shall cause Operator to execute and deliver the Guarantor Consent that is part of such agreement. Prior to the Termination Date, Tenant shall cooperate, and shall cause Scottsdale Tenant to cooperate, and Lessor shall cooperate, and shall cause Scottsdale Landlord to cooperate, in determining the “Security Deposit Amount”, the “Interest”, “Tax Escrow Amount”, the amount of the tax escrow held by Scottsdale Landlord as of the Termination Date and the amount of the “Termination Payment” (as each such term is defined in the Termination of Lease Agreement), and such parties shall insert such amounts into the Termination of Lease Agreement prior to execution thereof. |
| 3. | Contemporaneously herewith, Lessor and Tenant are entering into a certain Master Lease Agreement No. 5 bearing even date herewith, relating to ten (10) hospitals which are currently Leased Properties under the Master Leases and which will, as of May 1, 2013, result in the demising of such Leased Properties under such Master Lease Agreement No. 5, rather than the Master Leases. Lessor and Tenant agree that, when such change of lease takes effect, each such Leased Property shall be excluded from the Leased Properties under the applicable Master Lease in accordance with the provisions of Section 40.16 of such applicable Master Lease. |
| 4. | Section 7.2.7(m) of each of the Master Leases is hereby amended and restated in its entirety to read as follows effective as of May 23, 2012: |
| (a) | In the case of Second Amended and Restated Master Lease Agreement No. 1: |
| “(m) Notwithstanding anything to the contrary contained in this Section 7.2 or elsewhere in this Lease, Tenant agrees that, from and after the Effective Date, the aggregate number of beds licensed for the delivery of hospital care that (i) are sold or delicensed pursuant to Section 7.2.7 of any ML Lease or (ii) are otherwise sold or delicensed in any manner or for any reason, in the case of either of subsection (i) or (ii) at any time while the Hospital Facility(ies) to which such licensed beds relate are or were leased pursuant to any ML Lease (even if any such Hospital Facility ceases to be leased pursuant to any ML Lease), must at all times be equal to or less than seventy-one (71) such beds.” |
| (b) | In the case of Second Amended and Restated Master Lease Agreement No. 2: |
| “(m) Notwithstanding anything to the contrary contained in this Section 7.2 or elsewhere in this Lease, Tenant agrees that, from and after the Effective Date, the aggregate number of beds licensed for the delivery of hospital care that (i) are sold or delicensed pursuant to Section 7.2.7 of any ML Lease or (ii) are otherwise sold or delicensed in any manner or for any reason, in the case of either of subsection (i) or (ii) at any time while the Hospital Facility(ies) to which such licensed beds relate are or were leased pursuant to any ML Lease (even if any such Hospital Facility ceases to be leased pursuant to any ML Lease), must at all times be equal to or less than sixty-seven (67) such beds.” |
Kindred Healthcare Operating, Inc.
May 23, 2012
Page 7
| (c) | In the case of Second Amended and Restated Master Lease Agreement No. 3: |
| “(m) Notwithstanding anything to the contrary contained in this Section 7.2 or elsewhere in this Lease, Tenant agrees that, from and after the Effective Date, the aggregate number of beds licensed for the delivery of hospital care that (i) are sold or delicensed pursuant to Section 7.2.7 of any ML Lease or (ii) are otherwise sold or delicensed in any manner or for any reason, in the case of either of subsection (i) or (ii) at any time while the Hospital Facility(ies) to which such licensed beds relate are or were leased pursuant to any ML Lease (even if any such Hospital Facility ceases to be leased pursuant to any ML Lease), must at all times be equal to or less than thirty-four (34) such beds.” |
| (d) | In the case of Second Amended and Restated Master Lease Agreement No. 4: |
| “(m) Notwithstanding anything to the contrary contained in this Section 7.2 or elsewhere in this Lease, Tenant agrees that, from and after the Effective Date, the aggregate number of beds licensed for the delivery of hospital care that (i) are sold or delicensed pursuant to Section 7.2.7 of any ML Lease or (ii) are otherwise sold or delicensed in any manner or for any reason, in the case of either of subsection (i) or (ii) at any time while the Hospital Facility(ies) to which such licensed beds relate are or were leased pursuant to any ML Lease (even if any such Hospital Facility ceases to be leased pursuant to any ML Lease), must at all times be equal to or less than sixty-one (61) such beds.” |
| 5. | In the case of each Master Lease, the term “Leases” shall mean and refer to the leases listed in Exhibit E to such Master Lease and Master Lease Agreement No. 5 referenced above in this letter. |
| 6. | In the case of each Master Lease, the notice address for Lessor is amended to read as follows: |
“Ventas Realty, Limited Partnership
c/o Ventas, Inc.
000 X. Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Attention: Legal Department
with a copy to:
Ventas Realty, Limited Partnership
c/o Ventas, Inc.
000 X. Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Asset Management”
Kindred Healthcare Operating, Inc.
May 23, 2012
Page 8
| 7. | In order to induce Lessor to enter into this letter and Master Lease Agreement No. 5 referenced above, Tenant hereby represents and warrants to Lessor that Tenant’s entry into this letter and the aforesaid Master Lease Agreement No. 5 does not require that any consent or approval first be obtained from any lender or other third party. In order to induce Tenant to enter into this letter and Master Lease Agreement No. 5 referenced above, Lessor hereby represents and warrants to Tenant that Lessor’s entry into this letter and the aforesaid Master Lease Agreement No. 5 does not require that any consent or approval first be obtained from any lender or other third party. |
| 8. | Lessor hereby represents and warrants that, as of the date hereof, Scottsdale Landlord is not aware of any default by Scottsdale Tenant under the Scottsdale Lease or any event that, but for the passage of time or the giving of notice, would result in a default by Scottsdale Tenant under the Scottsdale Lease. |
*****
Kindred Healthcare Operating, Inc.
May 23, 2012
Page 9
If you are in agreement with the foregoing matters, please execute and return to the undersigned the enclosed copy of this letter.
| Very truly yours,
VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership | ||||
| By: |
Ventas, Inc., a Delaware corporation, its general partner | |||
| By: | /s/ T. Xxxxxxx Xxxxx | |||
| T. Xxxxxxx Xxxxx, Executive Vice President, Chief Administrative Officer, General Counsel and Secretary | ||||
AGREED AND ACCEPTED:
KINDRED HEALTHCARE, INC.,
a Delaware corporation
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: Xxxxxxx X. Xxxxxx Its: Chief Development Officer | ||
KINDRED HEALTHCARE OPERATING, INC.,
a Delaware corporation
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: Xxxxxxx X. Xxxxxx Its: Chief Development Officer | ||
Kindred Healthcare, Inc.
Kindred Healthcare Operating, Inc.
May 23, 2012
Page 10
JOINDER
For the avoidance of doubt and although it is not required to do so, the undersigned, as the joint and several Lessor with Ventas Realty, Limited Partnership under certain of the Master Leases (with respect to Facilities 4614 and 4619), hereby joins in this letter for the purpose of evidencing its consent thereto, joinder therein and agreement to be bound thereby.
| VENTAS, INC., a Delaware corporation | ||
| By: | /s/ T. Xxxxxxx Xxxxx | |
| T. Xxxxxxx Xxxxx, Executive Vice President, Chief Administrative Officer, General Counsel and Secretary | ||
EXHIBIT A
| 112 | Royal Oaks Health Care and Rehab | |
| 132 | Madison Healthcare and Rehab | |
| 155 | Savannah Rehab and Nursing | |
| 000 | Xxxxxxxxxx Health Care and Rehab Services | |
| 216 | Boise Health and Rehab | |
| 230 | Crosslands Rehab and Healthcare | |
| 278 | Oakview Nursing and Rehab | |
| 000 | Xxxxxxxx Xxxxxx Health and Rehab | |
| 000 | Xxxxxx Xxxxx Rehab and Nursing | |
| 406 | Muncie Health and Rehab | |
| 407 | Parkwood Health Care | |
| 453 | Medford Rehab and Healthcare | |
| 462 | Xxxxx Xxxx Healthcare | |
| 483 | Sage View Care | |
| 506 | Presentation Nursing and Rehab | |
| 507 | Country Rehab and Nursing | |
| 514 | Sachem Skilled Nursing and Rehab | |
| 526 | The Eliot Healthcare | |
| 000 | Xxxxxx Xxxxx Nursing and Rehab | |
| 539 | Xxxxxx and Wellesley Alzheimer | |
| 544 | Augusta Rehab | |
| 545 | Eastside Rehab and Living | |
| 000 | Xxxxxxx Xxxxx Nursing | |
| 547 | Xxxxxx Rehab and Living | |
| 549 | Kennebunk Nursing and Rehab | |
| 000 | Xxxxxx Rehab and Living | |
| 555 | Brentwood Rehab and Nursing | |
| 562 | Xxxxxx Xxxxx Healthcare | |
| 569 | Chillicothe Nursing and Rehab | |
| 000 | Xxxxxxx Xxxx Nursing and Rehab | |
| 582 | Colony House Nursing and Rehab | |
| 591 | Dover Rehab and Living | |
| 635 | Coshocton Health and Rehab | |
| 640 | Las Vegas Healthcare and Rehab | |
| 000 | Xxxxxx Xxxxx Care | |
| 645 | Specialty Care of Marietta | |
| 655 | Federal Heights Rehab and Nursing | |
| 704 | Guardian Care of Roanoke Rapids | |
| 000 | Xxxxxxx Xxxxx and Healthcare | |
| 724 | Rehab and Health of Gastonia | |
| 738 | Bay View Nursing and Rehab | |
| 000 | Xxxxxx Xxxx Xxxx | |
| 000 | Xxxxxxxxx Care | |
| 000 | Xxxxxxx Xxxx Medical and Rehab | |
| 000 | Xxxxxxxxxx Xxxxxx for Health and Rehab | |
| 000 | Xxxxxx Xxxx Xxxxx and Healthcare | |
| 822 | Primacy Healthcare and Rehab | |
| 824 | Specialty Healthcare and Rehab of Mobile | |
| 000 | Xxxxxxx Xxxxxx Medical and Rehab | |
| 851 | Villa Xxxxxxx Health Care | |
| 853 | Kachina Point Health Care and Rehab | |
| 859 | Malley Healthcare and Rehab | |
| 873 | Brighton Care | |
| 0000 | Xxxxxxxx Xxxxxxx Nursing and Rehab | |
EXHIBIT A-1
Exhibit C for Second Amended and Restated Master Lease Agreement No. 1
| ID | Name | Annual Base Rent |
Percentage of Master Lease Commencing May 23, 2012 |
|||||||
| 112 | Royal Oaks Health Care and Rehabilitation Center |
2,744,033.94 | 2.5040 | % | ||||||
| 113 | Southwood Health & Rehabilitation Center |
1,187,760.60 | 1.0839 | % | ||||||
| 114 | Arden Rehabilitation and Healthcare Center |
1,036,871.76 | 0.9462 | % | ||||||
| 127 | Northwest Continuum Care Center |
532,092.96 | 0.4855 | % | ||||||
| 132 | Madison Healthcare and Rehabilitation Center |
503,006.22 | 0.4590 | % | ||||||
| 137 | Sunnybrook Healthcare and Rehabilitation Specialists |
991,690.20 | 0.9049 | % | ||||||
| 140 | Wasatch Care Center |
543,530.64 | 0.4960 | % | ||||||
| 150 | The Xxxxxxx Center for Rehabilitation & Heathcare |
3,209,172.00 | 2.9284 | % | ||||||
| 000 | Xxxxxxx Xxxxx Xxxx Xxxxxx |
1,801,094.04 | 1.6435 | % | ||||||
| 167 | Canyonwood Nursing and Rehab Center |
1,321,101.00 | 1.2055 | % | ||||||
| 180 | Vancouver Health & Rehabilitation Center |
746,292.60 | 0.6810 | % | ||||||
| 000 | Xxxxxxx Xxxxxx Rehabilitation and Health Care Centre |
1,075,052.04 | 0.9810 | % | ||||||
| 191 | Silas Creek Manor |
637,415.28 | 0.5817 | % | ||||||
| 000 | Xxxxxxxxxx Xxxxx Nursing and Rehabilitation Center |
1,633,093.56 | 1.4902 | % | ||||||
| 000 | Xxxxxx Xxxx Health and Rehabilitation Center |
785,639.28 | 0.7169 | % | ||||||
| 000 | Xxxxxxxx Xxxxxxxxxxxxxx & Care Center |
685,534.92 | 0.6256 | % | ||||||
| 000 | Xx. Xxxxxx Care and Rehabilitation Center |
1,242,238.44 | 1.1336 | % | ||||||
| 000 | Xxxxxxxx Xxxxxx Health and Rehabilitation |
358,004.43 | 0.3267 | % | ||||||
| 000 | Xxxxxx Xxxxx Rehabilitation and Nursing Center |
476,005.89 | 0.4344 | % | ||||||
| 335 | Xxxxxx Healthcare Center |
1,561,528.08 | 1.4249 | % | ||||||
| 406 | Muncie Health & Rehabilitation Center |
1,871,023.14 | 1.7073 | % | ||||||
| 409 | Mountain Valley Care & Rehabilitation Center |
435,496.80 | 0.3974 | % | ||||||
| 000 | Xxxx Xxxxx Health Care Center |
1,419,088.56 | 1.2949 | % | ||||||
| 433 | Parkview Acres Care and Rehabilitation Center |
664,399.56 | 0.6063 | % | ||||||
| 441 | Mountain Towers Healthcare and Rehabilitation Center |
844,473.84 | 0.7706 | % | ||||||
| 452 | Sunnyside Care Center |
554,374.68 | 0.5059 | % | ||||||
| 462 | Xxxxx Xxxx Healthcare |
1,705,021.09 | 1.5559 | % | ||||||
| 482 | Wind River Healthcare and Rehabilitation Center |
835,537.80 | 0.7624 | % | ||||||
| 000 | Xxxx Xxxx Xxxx Xxxxxx |
796,009.85 | 0.7264 | % | ||||||
| 501 | Blue Hills Alzheimer’s Care Center |
1,380,531.60 | 1.2598 | % | ||||||
| 507 | Country Rehabilitation and Nursing Center |
1,313,016.24 | 1.1981 | % | ||||||
| 516 | Hammersmith House Nursing Care Center |
864,190.56 | 0.7886 | % | ||||||
| 518 | Timberlyn Heights Nursing and Rehabilitation Center |
716,085.00 | 0.6534 | % | ||||||
| 000 | Xxxxxx Xxxxx Nursing and Rehabilitation Center |
1,769,021.88 | 1.6143 | % | ||||||
| 537 | Quincy Rehabilitation and Nursing Center |
824,101.08 | 0.7520 | % | ||||||
| 000 | Xxxxxx Rehabilitation & Living Center |
356,004.40 | 0.3249 | % | ||||||
| 555 | Brentwood Rehabilitation and Nursing Center |
281,003.48 | 0.2564 | % | ||||||
| 000 | Xxxxxxxx Xxxxx Nursing and Rehabilitation Center |
524,610.60 | 0.4787 | % | ||||||
| 562 | Xxxxxx Xxxxx Healthcare |
299,003.70 | 0.2728 | % | ||||||
| 000 | Xxx Xxxxxxxxx Xxxx Campus |
722,356.44 | 0.6592 | % | ||||||
| 000 | Xxxxxxxxxx Xxxxx Nursing and Rehabilitation Center |
974,448.00 | 0.8892 | % | ||||||
| 000 | Xxxxx Xxxx Xxxxxxxxxxxxxx and Living Center |
1,676,246.40 | 1.5296 | % | ||||||
| 000 | Xxxxxxx Xxxx Nursing and Rehabilitation Center |
855,010.58 | 0.7802 | % | ||||||
| 000 | Xxxxxxxxx Xxxx Skilled Nursing & Rehabilitation Center |
1,491,028.20 | 1.3606 | % | ||||||
| 582 | Colony House Nursing and Rehabilitation Center |
1,490,018.43 | 1.3597 | % | ||||||
| ID | Name | Annual Base Rent |
Percentage of Master Lease Commencing May 23, 2012 |
|||||||
| 588 | Xxxxxx Rehabilitation and Nursing Center |
1,255,450.32 | 1.1456 | % | ||||||
| 591 | Dover Rehabilitation and Living Center |
1,020,012.62 | 0.9308 | % | ||||||
| 000 | Xxxxxxx Xxxxxxx Healthcare |
1,257,231.48 | 1.1472 | % | ||||||
| 635 | Coshocton Health & Rehabilitation Center |
737,009.12 | 0.6725 | % | ||||||
| 640 | Las Vegas Healthcare and Rehabilitation Center |
1,406,017.39 | 1.2830 | % | ||||||
| 655 | Federal Heights Rehabilitation and Nursing Center |
669,008.27 | 0.6105 | % | ||||||
| 660 | Savannah Specialty Care Center |
669,988.20 | 0.6114 | % | ||||||
| 704 | Guardian Care of Roanoke Rapids |
2,054,025.41 | 1.8743 | % | ||||||
| 707 | Rehabilitation and Nursing Center of Monroe |
1,024,038.96 | 0.9345 | % | ||||||
| 724 | Rehabilitation and Health Center of Gastonia |
1,497,018.52 | 1.3661 | % | ||||||
| 738 | Bay View Nursing and Rehabilitation Center |
1,872,023.15 | 1.7083 | % | ||||||
| 745 | Aurora Care Center |
666,964.56 | 0.6086 | % | ||||||
| 767 | Colony Oaks Care Center |
184,002.28 | 0.1679 | % | ||||||
| 000 | Xxxxx Xxxxx Medical and Rehabilitation Center |
961,245.60 | 0.8772 | % | ||||||
| 775 | Sheridan Medical Complex |
492,720.60 | 0.4496 | % | ||||||
| 776 | Woodstock Health and Rehabilitation Center |
765,636.12 | 0.6987 | % | ||||||
| 000 | Xxxxxxxxxx Xxxxxx for Health and Rehabilitation |
988,012.22 | 0.9016 | % | ||||||
| 000 | Xxxxxx Xxxx Rehabilitation and Healthcare Center |
599,007.41 | 0.5466 | % | ||||||
| 000 | Xxxxxxxxx Xxxxxx Rehabilitation and Healthcare Center |
1,823,764.08 | 1.6642 | % | ||||||
| 000 | Xxxxx Xxxxxx Xxxxxxxxxxxxxx and Healthcare Center |
805,807.80 | 0.7353 | % | ||||||
| 868 | Lebanon Country Manor |
587,854.56 | 0.5364 | % | ||||||
| 884 | Masters Health Care Center |
1,193,823.12 | 1.0894 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxxxx Xxxxxxx - Coral Gables |
2,063,198.88 | 1.8827 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxxxxxxx Xxxx |
1,182,121.44 | 1.0787 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxxxxxxxxx |
1,483,785.12 | 1.3540 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxxxxxxxxxx |
1,328,386.20 | 1.2122 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxxxxxxxxx |
4,264,385.64 | 3.8913 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxxxxxx (Xxxxx Xxxxxx) |
4,299,151.44 | 3.9230 | % | ||||||
| 4638 | Kindred Hospital - Indianapolis |
1,853,981.16 | 1.6918 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxxxx Xxxxxxx |
4,373,265.36 | 3.9907 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxxxxxx - Xxxxxxx |
1,709,292.24 | 1.5598 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xx. Louis |
1,901,976.48 | 1.7356 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxxxxxx (Xxxxxxxxx Xxxxxx) |
2,752,408.56 | 2.5116 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxx Xxxxxxxxx Xxx Xxxx |
3,296,502.36 | 3.0081 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxxxxxxxxxx |
7,410,733.56 | 6.7624 | % | ||||||
| 4848 | Kindred Hospital - San Diego |
1,403,932.56 | 1.2811 | % | ||||||
|
|
|
|
|
|||||||
| 109,587,042.56 | 100.0000 | % | ||||||||
EXHIBIT A-2
Exhibit C for Second Amended and Restated Master Lease Agreement No. 2
| ID | Name | Annual Base Rent Commencing May 23, 2012 |
Percentage of Master Lease Commencing May 23, 2012 |
|||||||
| 111 | Rolling Hills Health Care Center |
387,289.92 | 0.5961 | % | ||||||
| 168 | Lakewood Healthcare Center |
1,138,605.12 | 1.7525 | % | ||||||
| 216 | Boise Health and Rehabilitation Center |
745,009.21 | 1.1467 | % | ||||||
| 222 | Nampa Care Center |
472,181.40 | 0.7268 | % | ||||||
| 223 | Xxxxxx Rehabilitation & Care Center |
748,874.16 | 1.1526 | % | ||||||
| 278 | Oakview Nursing and Rehabilitation Center |
628,007.77 | 0.9666 | % | ||||||
| 282 | Maple Manor Health Care Center |
776,544.12 | 1.1952 | % | ||||||
| 289 | San Xxxx Medical and Rehabilitation Center |
1,190,707.92 | 1.8327 | % | ||||||
| 000 | Xxxxxxx Xxxxxxx Health & Rehab Center |
611,784.00 | 0.9416 | % | ||||||
| 407 | Parkwood Health Care Center |
1,228,015.19 | 1.8901 | % | ||||||
| 508 | Xxxxxxxx Skilled Nursing and Rehabilitation Center |
956,859.60 | 1.4727 | % | ||||||
| 513 | Hallmark Nursing and Rehabilitation Center |
1,320,451.44 | 2.0324 | % | ||||||
| 532 | Hillcrest Nursing and Rehabilitation Center |
1,240,907.16 | 1.9099 | % | ||||||
| 000 | Xxxxxxx Xxxxxxx Skilled Nursing & Rehabilitation Center |
916,898.88 | 1.4112 | % | ||||||
| 545 | Eastside Rehabilitation and Living Center |
341,004.22 | 0.5249 | % | ||||||
| 549 | Kennebunk Nursing and Rehabilitation Center |
156,001.93 | 0.2401 | % | ||||||
| 584 | Franklin Skilled Nursing and Rehabilitation Center |
787,200.96 | 1.2116 | % | ||||||
| 000 | Xxxxxxxxxx Xxxxxxx Healthcare |
2,681,790.00 | 4.1277 | % | ||||||
| 634 | Cambridge Health & Rehabilitation Center |
1,599,621.48 | 2.4620 | % | ||||||
| 000 | Xxxxxx Xxxxx Care Center |
2,606,032.23 | 4.0111 | % | ||||||
| 706 | Guardian Care of Xxxxxxxxx |
744,006.12 | 1.1451 | % | ||||||
| 000 | Xxxxxxx Xxxxxxxxxxxxxx and Healthcare Center |
1,712,021.18 | 2.6350 | % | ||||||
| 726 | Guardian Care of Xxxxxxxxx City |
1,127,511.60 | 1.7354 | % | ||||||
| 743 | Desert Life Rehabilitation and Care Center |
1,363,664.88 | 2.0989 | % | ||||||
| 000 | Xxxxxx Xxxxx Health Care Center |
543,446.88 | 0.8364 | % | ||||||
| 766 | Colonial Manor Medical and Rehabilitation Center |
1,856,356.08 | 2.8572 | % | ||||||
| 780 | Columbus Health and Rehabilitation Center |
427,469.76 | 0.6579 | % | ||||||
| 822 | Primacy Healthcare and Rehabilitation Center |
357,004.42 | 0.5495 | % | ||||||
| 000 | Xxxxxxx Xxxxxx Medical and Rehabilitation Center |
1,750,021.65 | 2.6935 | % | ||||||
| 000 | Xxx Xxxxxx Medical and Rehabilitation Center |
332,590.44 | 0.5119 | % | ||||||
| 0000 | Xxxxxxxx Xxxxxxx Nursing and Rehabilitation Center |
116,001.43 | 0.1785 | % | ||||||
| 1228 | Lafayette Nursing and Rehab Center |
2,446,277.40 | 3.7652 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxx Xxxx Xx. Xxxxxxxxxx |
3,882,292.56 | 5.9754 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxxxxx Xxxx |
4,363,869.00 | 6.7166 | % | ||||||
| 4615 | Kindred Hospital - Sycamore |
3,860,443.80 | 5.9418 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxxxxxx Xxxxxx (Xxxx Xxxxx Xxxxxxxxx) |
2,688,806.28 | 4.1385 | % | ||||||
| 4654 | Kindred Hospital (Houston Northwest) |
3,230,741.04 | 4.9726 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxxx Xxxxx |
2,294,462.52 | 3.5315 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxxxxxx Xxxxx |
4,886,625.60 | 7.5212 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxxxxxx |
6,453,739.56 | 9.9332 | % | ||||||
|
|
|
|
|
|||||||
| 64,971,138.90 | 100.0000 | % | ||||||||
EXHIBIT A-3
Exhibit C for Second Amended and Restated Master Lease Agreement No. 3
| ID | Name | Annual Base Rent Commencing May 23, 2012 |
Percentage of Master Lease Commencing May 23, 2012 |
|||||||
| 116 | Xxxxxxxxx Rehabilitation and Healthcare Center |
641,336.40 | 1.5901 | % | ||||||
| 143 | Raleigh Rehabilitation & Healthcare Center |
819,154.44 | 2.0310 | % | ||||||
| 155 | Savannah Rehabilitation & Nursing Center |
1,236,015.29 | 3.0646 | % | ||||||
| 230 | Crosslands Rehabilitation & Healthcare Center |
627,007.76 | 1.5546 | % | ||||||
| 269 | Meadowvale Health and Rehabilitation Center |
562,320.48 | 1.3942 | % | ||||||
| 281 | Riverside Manor Healthcare Center |
631,140.12 | 1.5649 | % | ||||||
| 307 | Lincoln Nursing Center |
1,028,342.76 | 2.5497 | % | ||||||
| 453 | Medford Rehabilitation and Healthcare Center |
1,528,018.90 | 3.7886 | % | ||||||
| 506 | Presentation Nursing & Rehabilitation Center |
220,002.72 | 0.5455 | % | ||||||
| 514 | Sachem Skilled Nursing & Rehabilitation Center |
1,105,013.67 | 2.7398 | % | ||||||
| 539 | Xxxxxx and Wellesley Alzheimer Center |
2,228,027.56 | 5.5242 | % | ||||||
| 544 | Augusta Rehabilitation Center |
702,008.68 | 1.7406 | % | ||||||
| 547 | Xxxxxx Rehabilitation and Living Center |
1,773,021.93 | 4.3960 | % | ||||||
| 000 | Xxxxxxxx Xxxxx |
909,426.24 | 2.2548 | % | ||||||
| 000 | Xxx Xxxxxxxxx Xxxx Campus |
662,253.60 | 1.6420 | % | ||||||
| 000 | Xxxxxxx Xxxxxxxx Xxxxxxxxxx |
1,471,178.76 | 3.6476 | % | ||||||
| 000 | Xxxxx Xxxxxxx Healthcare |
911,166.24 | 2.2591 | % | ||||||
| 645 | Specialty Care of Marietta |
821,010.15 | 2.0356 | % | ||||||
| 694 | Wedgewood Healthcare Center |
718,011.60 | 1.7802 | % | ||||||
| 713 | Guardian Care of Zebulon |
660,127.44 | 1.6367 | % | ||||||
| 770 | Vallhaven Care Center |
874,010.81 | 2.1670 | % | ||||||
| 773 | Mount Carmel Medical and Rehabilitation Center |
1,188,604.20 | 2.9470 | % | ||||||
| 774 | Mt. Carmel Health & Rehabilitation Center |
2,425,928.88 | 6.0149 | % | ||||||
| 000 | Xxxxxxxx Xxxxxx for Health and Rehabilitation |
589,175.76 | 1.4608 | % | ||||||
| 824 | Specialty Healthcare & Rehabilitation Center of Mobile |
714,008.83 | 1.7703 | % | ||||||
| 851 | Villa Xxxxxxx Health Care Center |
240,002.97 | 0.5951 | % | ||||||
| 873 | Brighton Care Center |
1,260,015.58 | 3.1241 | % | ||||||
| 1237 | Wyomissing Nursing and Rehabilitation Center |
876,689.04 | 2.1737 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxx Xxxxxxx |
1,988,809.44 | 4.9311 | % | ||||||
| 4644 | Kindred Hospital - Brea |
2,548,531.80 | 6.3188 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxx Xxxxx (Xxxxxx) |
1,303,335.36 | 3.2315 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxxxxxxxx |
984,323.88 | 2.4405 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxxxxxxxxx |
2,319,195.00 | 5.7502 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxxxxx Xxxxx Xxxxx |
981,282.60 | 2.4330 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxxxxx |
711,645.36 | 1.7645 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxxxx Xxxxxxx - Hollywood |
2,072,125.56 | 5.1376 | % | ||||||
|
|
|
|
|
|||||||
| 40,332,269.81 | 100.0000 | % | ||||||||
EXHIBIT A-4
Exhibit C for Second Amended and Restated Master Lease Agreement No. 4
| ID | Name | Annual Base Rent Commencing May 23, 2012 |
Percentage of Master Lease Commencing May 23, 2012 |
|||||||
| 131 | Xxxxxxxx Health and Rehabilitation Centre |
766,866.12 | 1.6311 | % | ||||||
| 146 | Xxxx Xxxxx Healthcare Center |
1,072,868.64 | 2.2819 | % | ||||||
| 000 | Xxxxxxx Xxxxxx Nursing and Rehabilitation Center |
1,080,852.00 | 2.2989 | % | ||||||
| 000 | Xxxxxxxxxx Health Care and Rehabilitation Services |
797,009.86 | 1.6952 | % | ||||||
| 209 | Valley View Health Care Center |
688,707.60 | 1.4648 | % | ||||||
| 213 | Wildwood Health Care Center |
2,095,970.16 | 4.4580 | % | ||||||
| 000 | Xxxxx Xxxx Healthcare |
403,970.40 | 0.8592 | % | ||||||
| 277 | Rosewood Health Care Center |
794,887.44 | 1.6907 | % | ||||||
| 290 | Bremen Health Care Center |
558,426.12 | 1.1877 | % | ||||||
| 000 | Xxxxxx Xxxxxxx Health Care & Rehabilitation Center |
1,237,197.96 | 2.6314 | % | ||||||
| 000 | Xxxxx Xxxxxxx Xxxxxxx Healthcare and Rehabilitation |
497,090.04 | 1.0573 | % | ||||||
| 000 | Xxxxxxx Xxxxx Nursing and Rehabilitation Center |
974,891.52 | 2.0735 | % | ||||||
| 517 | Oakwood Rehabilitation and Nursing Center |
439,309.08 | 0.9344 | % | ||||||
| 526 | The Eliot Healthcare Center |
1,240,015.34 | 2.6374 | % | ||||||
| 542 | Den-Mar Rehabilitation and Nursing Center |
441,299.04 | 0.9386 | % | ||||||
| 000 | Xxxxxxx Xxxxx Nursing Center |
504,006.23 | 1.0720 | % | ||||||
| 000 | Xxxxxxxxx Xxxxxxx Healthcare |
1,064,905.08 | 2.2650 | % | ||||||
| 566 | Windsor Rehabilitation and Healthcare Center |
1,234,792.56 | 2.6263 | % | ||||||
| 569 | Chillicothe Nursing & Rehabilitation Center |
992,012.27 | 2.1099 | % | ||||||
| 570 | Pickerington Nursing & Rehabilitation Center |
646,879.20 | 1.3759 | % | ||||||
| 571 | Xxxxx Health Care Center |
750,946.20 | 1.5972 | % | ||||||
| 000 | Xxxxx Xxxxxxxxxx Rehabilitation and Nursing Center |
493,503.12 | 1.0496 | % | ||||||
| 723 | Guardian Care of Rocky Mount |
1,141,746.96 | 2.4284 | % | ||||||
| 765 | Eastview Medical and Rehabilitation Center |
1,209,056.64 | 2.5716 | % | ||||||
| 000 | Xxxxxxx Xxxx Xxxxxxx & Xxxxxxxxxxxxxx Xxxxxx |
1,337,016.54 | 2.8437 | % | ||||||
| 785 | Hillcrest Health Care Center |
1,956,880.44 | 4.1621 | % | ||||||
| 000 | Xxxxxxxx Xxxxxxx Health Care Facility |
886,913.52 | 1.8864 | % | ||||||
| 000 | Xxxxxxxxxx Xxxxxxx Health Care Center |
1,830,630.48 | 3.8936 | % | ||||||
| 853 | Kachina Point Health Care and Rehabilitation Center |
1,737,021.48 | 3.6945 | % | ||||||
| 859 | Malley Healthcare and Rehabilitation Center |
1,666,020.61 | 3.5435 | % | ||||||
| 864 | Harrodsburg Health Care Center |
779,302.20 | 1.6575 | % | ||||||
| 0000 | Xxx Xxxx Nursing and Rehabilitation Center |
1,388,146.44 | 2.9525 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxxxxxxxxxxx |
1,076,324.04 | 2.2893 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxxxx Xxxxxxx Xx. Lauderdale |
2,258,308.20 | 4.8033 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxxxxx |
825,634.92 | 1.7561 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxxxxxxxxxx |
1,766,326.92 | 3.7568 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxxxxx |
1,983,604.32 | 4.2190 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxx Xxxxxxx |
544,771.92 | 1.1587 | % | ||||||
| 0000 | Xxxxxxx Xxxxxxxx - Xxxxxxx |
3,907,977.48 | 8.3120 | % | ||||||
| 0000 | Xxxxxxx - Xxxxxxx - Xxxxxxxxx |
1,944,135.60 | 4.1350 | % | ||||||
|
|
|
|
|
|||||||
| 47,016,224.69 | 100.0000 | % | ||||||||
EXHIBIT B
TERMINATION OF LEASE AGREEMENT
THIS TERMINATION OF LEASE AGREEMENT (this “Agreement”) is dated as of [ ], 2012, by and between NATIONWIDE HEALTH PROPERTIES, LLC, a Delaware limited liability company (“Landlord”) and KINDRED HOSPITALS WEST, LLC, a Delaware limited liability company (“Tenant”).
Recitals
WHEREAS, Nationwide Health Properties, Inc., a Maryland corporation and predecessor in interest to Landlord (“NHPI”), and Tenant entered into that certain Lease dated as of November 15, 2001 (the “Lease”);
WHEREAS, on July 1, 2011, NHPI merged into a subsidiary of Ventas, Inc. and in connection with such merger Landlord became the landlord under the Lease;
WHEREAS, pursuant to that certain Lease Termination Notice dated as of [ ], 2012, Tenant exercised its right under Section 2.3.2 of the Lease to terminate the Lease as of [ ], 2012 (the “Termination Date”), such termination to be effective on the Termination Date; and
WHEREAS, pursuant to this Agreement, Landlord and Tenant desire to agree on certain additional matters related to such termination, all as more particularly hereinafter set forth.
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) in hand paid, the premises and mutual covenants and agreements herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
| 1. | Recitals. The foregoing Recitals are adopted herein as if repeated in full. |
| 2. | Defined Terms. Capitalized terms used and not defined herein shall have the meanings set forth in the Lease. |
| 3. | Termination Rent. |
| a. | Landlord acknowledges and agrees that: (i) Landlord is currently holding the Security Deposit in the amount of $450,000 [SUCH AMOUNT SHALL BE REDUCED, IF BETWEEN THE DATE OF THE LETTER AGREEMENT AND THE TERMINATION DATE, THE APPLICABLE AMOUNT OF THE SECURITY DEPOSIT THAT IS HELD BY LANDLORD IS REDUCED IN ACCORDANCE WITH THE TERMS OF THE LEASE]; (ii) the amount of earned and unpaid interest on the Security Deposit is $[ ] (the “Interest”; the Interest, if any, together with the Security Deposit, the “Security Deposit Amount”); (iii) Landlord is holding the Tax Escrow in the amount of $[ ] and the amount of the Tax Escrow that applies to the period after the Termination Date (the “Post-Termination Period”) is $[ ] (the “Tax Escrow Amount”; the Tax Escrow Amount, together with the Security Deposit Amount, the “Credits”); and (iv) on or prior to the date hereof, Landlord has received $[ ]1 (the “Termination Payment”). |
| 1 | Note to draft: this amount to be $900,000 minus the Credits. |
| b. | Landlord and Tenant acknowledge and agree that the amount of the Termination Rent is equal to $900,000. |
| c. | Landlord acknowledges and agrees that: (i) the Credits are hereby applied to the Termination Rent due under the Lease; (ii) the Credits, together with the Termination Payment, constitute the full amount of Termination Rent due under the Lease; and (iii) Tenant has satisfied its obligations under the Lease for payment of the Termination Rent. |
| d. | Notwithstanding Section 3(c), if Landlord or Tenant reasonably determines based on written notices, bills or invoices from the applicable taxing authority that a discrepancy exists between the Tax Escrow Amount credited to the Termination Rent as set forth above and the amount of the Tax Escrow Amount that was actually owed to Landlord and/or that should have been payable by Tenant under the Lease, then either Landlord shall promptly make a reconciling payment to Tenant, or Tenant shall promptly make a reconciling payment to Landlord, as applicable, so that the amount of Termination Rent received by Landlord (after taking into account any reconciling payments required under this Section 3(d), the Credits and the Termination Payment) is equal to, and does not exceed, $900,000. |
| 4. | Termination of Lease. Landlord and Tenant agree that the Lease shall be terminated as of the Termination Date. Tenant’s obligations under the Lease shall survive the termination of the Lease as provided in Section 39 of the Lease. Landlord acknowledges that, as of the Termination Date, Landlord is not aware of any default by Tenant under the Lease or any event that, but for the passage of time or the giving of notice, would result in a default under the Lease, other than [ ]. Landlord and Tenant agree that nothing contained in this Agreement shall affect or limit the obligations of their respective affiliates which are parties to that certain letter agreement dated May 23, 2012 by and among Kindred Healthcare, Inc., Kindred Healthcare Operating, Inc. and Ventas Realty, Limited Partnership. |
| 5. | Transfer of Patients. Landlord acknowledges and agrees that, notwithstanding any condition or restriction in the Lease on the transfer of patients (including without limitation Section 15 and Section 21 of the Lease), on or prior to the Termination Date Tenant has transferred patients that were receiving services at the Premises (“Patients”) to another location leased and operated by one or more affiliates of Tenant and, except as required by applicable law, Tenant shall not be required to maintain any licensure or certification of the facility located on the Premises beyond the date that the last of such Patients is so transferred or is discharged from such facility. |
| 6. | Further Assurances. Landlord and Tenant agree to execute, acknowledge, deliver, file, record and publish such further instruments and documents, and do all such other acts and things as may be required by law, or as may be reasonably required to carry out the intent and purposes of this Agreement. |
| 7. | Miscellaneous. In the event of any inconsistencies between the terms of this Agreement and Lease, the terms of this Agreement shall govern. 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. Any counterpart delivered by facsimile, .pdf or other electronic means shall have the same import and effect as original counterparts and shall be valid, enforceable and binding for the purposes of this Agreement. |
[END OF PAGE – SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Agreement as of the date first above written.
| Landlord: | ||
| NATIONWIDE HEALTH PROPERTIES, LLC, a Delaware limited liability company | ||
| By: | ||
| Name: | ||
| Title: | ||
| Tenant: | ||
| KINDRED HOSPITALS WEST, LLC, a Delaware limited liability company | ||
| By: | ||
| Name: | ||
| Title: | ||
GUARANTOR CONSENT
The undersigned Guarantor hereby joins in, agrees to and consents to the foregoing Agreement; agrees to be bound thereby; and further agrees that its Guaranty of Lease dated November 15, 2001 relating to the Lease includes Tenant’s obligations under the foregoing Agreement and under the Lease, as amended or otherwise affected by the foregoing Agreement.
| KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation | ||
| By: | ||
| Name: | ||
| Title: | ||
