EXHIBIT 10.4
AMENDMENT
TO
PROMISSORY NOTE
THIS AMENDMENT (the "Amendment") is made and entered into as of December
31, 1998, by and between Vencor Realty Limited Partnership, with an address of
0000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx ("Payee"), and W. Xxxxx Xxxxxxxx (the
"Maker").
RECITALS:
A. The Maker has executed and delivered a Promissory Note (the "Note"),
dated as of June 15, 1998, in the principal amount of $3,750,000, in
favor of the Payee.
B. The Maker and the Payee desire to amend the Note as set forth below.
NOW, THEREFORE, in consideration of the premises and the respective
covenants and agreements contained herein, and intending to be legally bound
hereby, the Note is hereby amended, effective December 31, 1998, as follows:
1. Immediately preceding the paragraph that begins "The occurrence of any
one or more of the following events shall constitute a default under
this Note:", a new paragraph is hereby added to read as follows:
"Notwithstanding anything to the contrary in this Note, if the Maker
resigns as Chairman of Ventas, Inc. at the request of the Board of
Directors of Ventas, Inc. for any reason other than Cause (as defined in
the Employment Agreement, dated as of July 31, 1998, between the Maker and
Ventas, Inc., as amended effective December 31, 1998), any and all unpaid
principal and interest on this Note shall be forgiven and this Note shall
be extinguished."
2. All capitalized terms used in this Amendment shall have the same
definitions as set forth in the Note.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.
VENTAS REALTY
LIMITED PARTNERSHIP
_____________________________
By:
Title:
W. XXXXX XXXXXXXX
____________________________
W. Xxxxx Xxxxxxxx
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