Exhibit 99.2
SECOND AMENDMENT TO MASTER LEASE AGREEMENT NO.
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THIS SECOND AMENDMENT TO MASTER LEASE AGREEMENT NO. __, dated April
12, 1999 (the "Amendment"), is entered into by and among Ventas, Inc., formerly
known as Vencor, Inc., a Delaware corporation ("Ventas") and Ventas Realty,
Limited Partnership, a Delaware limited partnership ("Ventas LP", and together
with Ventas, "Lessor") and Vencor Operating, Inc. ("Current Tenant"), a Delaware
corporation and Vencor, Inc., formerly known as Vencor Healthcare, Inc., a
Delaware corporation ("Vencor").
WHEREAS, First Healthcare Corporation, a Delaware corporation,
Nationwide Care, Inc., an Indiana corporation, Northwest Health Care, Inc., an
Idaho corporation, Hillhaven of Central Florida, Inc., a Delaware corporation,
Vencor Hospitals East, Inc., a Delaware corporation, Hahnemann Hospital, Inc., a
Delaware corporation, Hillhaven/Indiana Partnership, a Washington general
partnership, Carrollwood Care Center, a Tennessee general partnership, New Pond
Village Associates, a Massachusetts general partnership, St. Xxxxxx Nursing Home
Limited Partnership, an Oregon limited partnership, San Marcos Nursing Home
Partnership, a California general partnership, Vencor Hospitals Illinois, Inc.,
a Delaware corporation, Windsor Xxxxx Nursing Home Partnership, a Washington
general partnership, Health Haven Associates, L.P., a Rhode Island limited
partnership, Oak Hill Nursing Associates, L.P., a Rhode Island limited
partnership (collectively, the "Subsidiaries") and Lessor (the Subsidiaries
together with Lessor referred to herein as "Original Lessor"), as lessor, and
Vencor, together with its permitted assigns, including Current Tenant (Vencor
together with Current Tenant referred to herein as "Original Tenant"), as
tenant, entered into that certain Master Lease Agreement, dated April 30, 1998,
and commonly known as Master Lease No. __ (the "Master Lease Agreement")
pursuant
to which, inter alia, Original Lessor leased to Original Tenant and Original
Tenant leased from Original Lessor the Leased Properties (as defined in the
Master Lease Agreement) (capitalized terms used herein but not defined herein
shall have the meanings assigned to them in the Master Lease Agreement); and
WHEREAS, Ventas claims that pursuant to that certain Assignment and
Assumption of Master Lease, dated April 30, 1998, by and between Vencor, as
assignor, and Current Tenant, as assignee, Vencor assigned all of its right,
title, and interest in, to, and under the Master Lease Agreement to Current
Tenant; and
WHEREAS, Ventas claims that it is the successor by merger to each of
the Subsidiaries, and Ventas LP now has title to the Leased Properties; and
WHEREAS, Ventas claims that Vencor and Current Tenant executed and
delivered that certain Guaranty of Lease, dated as of April 30, 1998; and
WHEREAS, Ventas claims that it, Ventas LP, Current Tenant, and Vencor
entered into that certain First Amendment to Master Lease Agreement, dated as of
December 31, 1998 but effective as of April 30, 1998, pursuant to which the
Master Lease Agreement was amended in several respects; and
WHEREAS, simultaneously with the execution of this Amendment, Ventas
and Vencor shall execute and deliver that certain Second Standstill Agreement;
that certain Tolling Agreement; and Amendments to the other Master Leases and to
the Lease Agreement for the facility commonly known as the Corydon, Indiana
Skilled Nursing Center, each containing substantive terms identical to the terms
of this Amendment (collectively, the "Contemporaneous Agreements"); and
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WHEREAS, the parties hereto desire to further amend the Master Lease
Agreement;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree to amend the aforementioned Master Lease
Agreement as follows:
1. Section 16.4, entitled "Tenant's Obligation to Purchase," is
hereby deleted from the Master Lease Agreement, as of April 30, 1998, as fully
as if such Section had never been contained in such Master Lease Agreement.
2. The parties hereto intend that this Amendment shall become
effective simultaneously with the execution and delivery of the Contemporaneous
Agreements.
3. Except to the extent expressly modified herein, all other terms,
covenants, and conditions of the Master Lease Agreement shall remain unchanged.
4. Each of the undersigned represents that he or she has the
authority to execute this Amendment on behalf of the party or parties for whom
it is executed.
5. This Amendment 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.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and their respective corporate seals to be hereunto affixed and
attested by their respective officers hereunto duly authorized.
LESSOR:
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WITNESS VENTAS, INC.
By: /s/ T. Xxxxxxx Xxxxx
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Name Name: T. Xxxxxxx Xxxxx
Title: Vice President
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Name
VENTAS REALTY, LIMITED PARTNERSHIP
WITNESS By: Ventas, Inc., its general partner
By: /s/ T. Xxxxxxx Xxxxx
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Name Name: T. Xxxxxxx Xxxxx
Title: Vice President
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Name
ORIGINAL TENANT:
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WITNESS VENCOR, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
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Name Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Senior Vice President
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Name
WITNESS VENCOR OPERATING, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
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Name Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Senior Vice President
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Name
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