EXHIBIT 10.9
FIRST AMENDMENT TO MASTER LEASE AGREEMENT
This FIRST AMENDMENT TO MASTER LEASE AGREEMENT, dated as of December
31, 1998, but effective as of April 30, 1998 (this "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
(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, 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 is the successor by merger to each of the
Subsidiaries; and
WHEREAS, Lessor and Current Tenant desire to amend the Master Lease
Agreement in the manner set forth herein.
NOW THEREFORE, in consideration of the mutual agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Article III of the Master Lease Agreement is hereby amended by
inserting in the first line of Section 3.1(a), immediately after the phrase
"$86,391,000" the following "("Minimum Rent")."
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2. Article VII of the Master Lease Agreement is hereby amended by
deleting the text of Section 7.4 in its entirety and substituting therefor the
following new Section 7.4:
"Section 7.4. Lessor and Tenant to Execute Lease Supplement. Lessor
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and Tenant agree that, with respect to those certain Leased Properties indicated
on Exhibit B hereto by the placement of a "Y" opposite the name of the Leased
Property under the column "Mgd" ("Deferred Leased Properties"), from time to
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time, and as certain regulatory issues with respect to such properties are
resolved, Lessor and Tenant shall execute a Lease Supplement ("Lease
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Supplement") to provide that this Lease is effective as to such properties.
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Such Lease Supplement shall set forth the term of this Lease with respect to
each such Deferred Leased Property (including the applicable Commencement Date
for such Property). The Minimum Rent payable under this Lease shall be
increased, as of each such Commencement Date, by the amount set forth opposite
the name of such Leased Property under the column marked "Annual Rent" on
Exhibit C hereto."
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3. Except as set forth herein the Master Lease Agreement is
unmodified and remains in full force and effect. The Master Lease Agreement, as
amended hereby and each and every provision, covenant, representation, warranty,
condition and right contained therein, as amended by this Amendment, is hereby
ratified and affirmed as of the date hereof, and shall continue in full force
effect.
4. Vencor acknowledges that it has been fully informed of, consented
to and approved all of the amendments to the Master Lease Agreement set forth in
this Amendment.
5. This Amendment is binding upon the parties hereto and their
respective successors, executors, administrators, legal representatives, heirs
and legal assigns.
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6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
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IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
7. Counterparts. This Amendment may be executed in any number of
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counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their authorized representatives, all as of the day and year
first above written.
LESSOR:
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Witnesses: VENTAS, INC., formerly known as
Vencor Inc.
_______________________________________ By:________________________________
Name: Name:
Title:
_______________________________________
Name:
VENTAS REALTY, LIMITED PARTNERSHIP
_______________________________________
Witnesses: By: Ventas, Inc., its general
partner
_______________________________________
Name: By:_____________________________
Name:
Title:
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Name:
CURRENT TENANT:
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Witnesses: VENCOR OPERATING, INC.
_______________________________________ By:_____________________________
Name: Name:
Title:
_______________________________________
Name:
Acknowledged and agreed to as of this 31st
day of December, 1998 by:
VENCOR, INC., formerly known as Vencor
Healthcare, Inc.
By:____________________________________
Name:
Title:
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