AGREEMENT FOR SALE OF REAL ESTATE AND MASTER LEASE AMENDMENTS BETWEEN VENTAS REALTY, LIMITED PARTNERSHIP AND KINDRED HEALTHCARE, INC. AND KINDRED HEALTHCARE OPERATING, INC. November 5, 2003

EXHIBIT 10.78

AGREEMENT FOR SALE OF REAL ESTATE

AND MASTER LEASE AMENDMENTS

BETWEEN

VENTAS REALTY, LIMITED PARTNERSHIP

AND

KINDRED HEALTHCARE, INC.

AND

KINDRED HEALTHCARE OPERATING, INC.

November 5, 2003

AGREEMENT FOR SALE OF REAL ESTATE

AND MASTER LEASE AMENDMENTS

This AGREEMENT FOR SALE OF REAL ESTATE AND MASTER LEASE AMENDMENTS (“Agreement”) is made on November 5, 2003 between VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (“Seller”) and KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation (“Kindred”) and KINDRED HEALTHCARE, INC., a Delaware corporation (together with Kindred, collectively, “Purchaser”).

1. Purchase and Sale; Master Lease Amendments. Seller agrees to sell, or, in the case of Westridge (as defined in Section 5(c) below), to cause Ventas Finance I, LLC to sell to Purchaser, and Purchaser agrees to purchase from Seller (or, in the case of Westridge, Ventas Finance I, LLC), the Property, as hereinafter defined, for the Purchase Price, as hereinafter defined, and subject to the terms and conditions set forth in this Agreement, and Seller and Purchaser further agree to amend (and Seller agrees to cause Ventas Finance I, LLC to amend in the case of the CMBS Master Lease (as defined in Section 5(c) below)) those certain master leases (herein, the “Master Leases”) identified in the Master Lease Amendments, as hereinafter defined, on the terms set forth in the Master Lease Amendments, subject to the terms and conditions set forth in this Agreement.

2. Purchase Price.

(a) The purchase price (the “Purchase Price”) for the Property shall be Seventy Nine Million and No/100 Dollars ($79,000,000.00).

(b) Each individual property listed on Exhibit A shall be allocated such portion of the Purchase Price as is set forth opposite the common name of such property on Exhibit B.

3. Property. “Property” means all of Seller’s (or, in the case of Westridge, Ventas Finance I, LLC’s) right, title and interest, if any, in (a) the land described on Exhibit A (the “Land”); (b) all easements and other related rights appurtenant to the Land (collectively, “Appurtenances”); and (c) all of the buildings, structures, fixtures and other improvements located on the Land (collectively, “Improvements”).

4. ▇▇▇▇▇▇▇ Money Deposit. Contemporaneously with the execution and delivery of this Agreement by Purchaser and Seller, Purchaser shall deposit One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) (the “▇▇▇▇▇▇▇ Money”) with Seller by federally insured wire transfer pursuant to wire transfer instructions provided to Purchaser by Seller. The ▇▇▇▇▇▇▇ Money may be commingled with other funds of Seller, and Seller shall not be obligated to hold the ▇▇▇▇▇▇▇ Money in an interest bearing account. The ▇▇▇▇▇▇▇ Money shall be non-

refundable for any reason other than as expressly provided in, and subject to the terms of, Section 12(b)(i)(x) below.

5. Certain Covenants and Conditions.

(a) [Intentionally Omitted]

(b) Lender Approval. It shall be a condition precedent to Purchaser’s obligation to proceed to Closing hereunder that Purchaser shall have obtained the approval of its lenders (the “Lenders”, and such approval shall be called “Lender Approval”) to the transactions contemplated by this Agreement, including, without limitation, the Master Lease Amendments (as hereinafter defined) and the Termination Agreements (as hereinafter defined) (collectively, the “Transactions”). If, as of November 30, 2003 (the “Approval Date”), Purchaser has not received Lender Approval, Purchaser may terminate this Agreement by delivery of written notice to Seller not later than 5:00 p.m. (Chicago time) on the Approval Date, which notice shall state the grounds of such termination. Upon timely delivery of such notice of termination by Purchaser, this Agreement shall immediately terminate, the ▇▇▇▇▇▇▇ Money shall be retained by Seller, Purchaser shall, simultaneously with delivery of such notice of termination, pay to Seller an additional Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00) (the “Break-Up Fee”), and neither Purchaser nor Seller shall have any further obligations or liabilities hereunder except for those obligations and liabilities that expressly survive termination. In the event that Purchaser does not deliver to Seller a timely notice of termination pursuant to the terms of this Section 5(b), Purchaser shall be deemed to have obtained Lender Approval and to have forever waived the condition precedent described in this Section 5(b), and Purchaser shall be obligated to proceed to Closing hereunder. Purchaser covenants and agrees to notify Seller in writing immediately following its receipt of Lender Approval (the “Lender Approval Notice”).

(c) Westridge Approval. It shall be a condition precedent to Seller’s obligation to cause to be conveyed to Kindred (or its affiliate) that property identified on Exhibit B hereof as “Westridge Healthcare Center” (“Westridge”), which property is subject to the terms of the CMBS Master Lease described hereinafter and certain financing documents associated therewith (the “CMBS Loan Documents”), that, on or prior to Closing, Seller and Ventas Finance I, LLC, an affiliate of Seller and the Lessor under that certain Master Lease dated December 12, 2001 by and between Purchaser and Ventas Finance I, LLC (the “CMBS Master Lease”), shall have obtained the necessary consents, approvals, and releases (collectively, the “Westridge Releases”) to release the liens under the CMBS Loan Documents and convey Westridge to Purchaser. If, as of the Closing Date, Seller and Ventas Finance I, LLC shall not have obtained the Westridge Releases, then Purchaser and Seller shall nevertheless proceed to Closing, but (i) at Closing, Seller and Ventas Finance I, LLC shall not convey Westridge to Purchaser, (ii) at Closing, Seller, Ventas Finance I, LLC and Purchaser shall not execute and deliver the Termination Agreement, the MOL Termination, the Master Lease Amendment or the Releases (as hereinafter defined) with respect to Westridge, (iii) at Closing, the Purchase Price shall be reduced by the amount allocated to Westridge as set forth on Exhibit B (the “Westridge Purchase Price”), and (iv) following Closing, this Agreement shall remain in full force and effect with respect to Westridge and thereafter, upon not less than five (5) business days’ prior

written notice from Seller to Purchaser, Seller (and Ventas Finance I, LLC) and Purchaser shall consummate the purchase and sale of Westridge on the date specified in such notice, which date shall be no later than December 29, 2003 (the “Westridge Closing”); provided, however, that, if Seller has not delivered such notice to Purchaser as of December 22, 2003, then either Seller or Purchaser may terminate this Agreement with respect to Westridge by written notice to the other party, upon delivery of which notice, this Agreement shall terminate with respect to Westridge and neither party shall have any further obligations or liabilities to the other hereunder with respect to Westridge, except for those obligations and liabilities with respect to Westridge that expressly survive termination. At the Westridge Closing, if applicable, Purchaser shall pay to, or as directed by, Seller, the Westridge Purchase Price, and Purchaser and Seller shall execute, or cause to be executed, and deliver, or cause to be delivered, all of the documents and other items that would have been required to be executed and/or delivered at Closing had the Westridge Releases been received prior to the Closing Date.

6. Certain Representations and Warranties by Seller. Seller hereby represents and warrants to Purchaser that (a) this Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, (b) the execution and delivery of this Agreement by Seller does not violate any provision of any agreement or judicial order to which Seller is a party or to which Seller or, to the best of Seller’s knowledge, the Property is subject, (c) all the documents to be delivered by Seller at Closing will, at Closing, be duly authorized, executed and delivered by Seller (and/or, if applicable, its affiliates), will be the legal, valid and binding obligations of Seller (and/or, if applicable, its affiliates), and be enforceable against Seller (and/or, if applicable, its affiliates) in accordance with their respective terms, and the execution and delivery thereof will not violate any provision of any agreement or judicial order to which Seller (and/or, if applicable, its affiliates) is a party or, to the best of Seller’s knowledge, to which the Property is subject, (d) Seller has not entered into any agreement to sell all or any portion of the Property (other than to Purchaser, in certain limited circumstances as described in the Master Leases), (e) to the best of Seller’s knowledge, and except as otherwise expressly provided herein, Seller is not required to obtain the consent of any ground lessor, lender or other person or entity to the Transactions hereby contemplated, (f) within the past 125 days, no lienable repair, alteration, improvement, work, brokerage or service of any kind has been performed or materials supplied for or to the Property at Seller’s (or, in the case of Westridge, Ventas Finance I, LLC’s) direction, except for such lienable repairs, alterations improvements, work, brokerage or services as have been paid for by Seller or Ventas Finance I, LLC or for which, by the terms of the Master Leases, Purchaser is obligated to reimburse Seller or Ventas Finance I, LLC, and (g) there exists no judgment against Seller that is a lien against the Property (other than any such judgment as to which by the terms of the Master Leases or the 1998 Plan of Reorganization referenced therein or documents executed pursuant to such plan, Seller or Ventas Finance I, LLC is entitled to be indemnified by Purchaser); provided, however, that, relative to, and in limitation of, the foregoing representations and warranties, Purchaser acknowledges that (i) the Lender Approval is required, and that, as of the date hereof, the Lender Approval has not been obtained and (ii) with respect to the conveyance of Westridge, the Westridge Releases are required, and that, as of the date hereof, the Westridge Releases have not been obtained. All representations and warranties made by Seller in this Section 6 shall be true and correct on the date made and their continued

validity as to any material fact as of the Closing Date shall be a condition precedent to Purchaser’s obligation to close the Transactions hereby contemplated, and at the Closing, Seller shall execute and deliver to Purchaser a certification that its representations and warranties contained in this Section 6 remain true and correct in all material respects as of the Closing Date, except insofar as any such representation or warranty is no longer true or correct due to the acts or omissions of Purchaser or to the obtaining, after the date hereof, of knowledge not known to Seller as of the date hereof.

7. Certain Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller as follows:

(a) (i) This Agreement has been duly authorized, executed and delivered by Purchaser and is the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, (ii) the execution and delivery of this Agreement by Purchaser does not violate any provision of any agreement or judicial order to which Purchaser is a party or to which Purchaser or, to the best of Purchaser’s knowledge, the Property is subject, (iii) all the documents to be delivered by Purchaser at closing will, at closing, be duly authorized, executed and delivered by Purchaser (and/or, if applicable, its affiliates), will be the legal, valid and binding obligations of Purchaser (and/or, if applicable, its affiliates), and be enforceable against Purchaser (and/or, if applicable, its affiliates) in accordance with their respective terms, and the execution and delivery thereof will not violate any provision of any agreement or judicial order to which Purchaser (and/or, if applicable, its affiliates) is a party or, to the best of Purchaser’s knowledge, to which the Property is subject, and (iv) to the best of Purchaser’s knowledge, and except as otherwise expressly provided herein, Purchaser is not required to obtain the consent of any ground lessor, lender or other person or entity to the Transactions hereby contemplated; provided, however, that, relative to, and in limitation of, the foregoing representations and warranties, Seller acknowledges that the Lender Approval is required, and that, as of the date hereof, the Lender Approval has not been obtained.

(b) Upon Closing of the Transactions, Purchaser intends to hold the healthcare facilities comprising the Property for the purpose of disposing of them, and only until they are disposed of, in one or more sale transactions, in a manner consistent with that certain letter, dated as of October 29, 2003, sent on behalf of Purchaser to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq. of the Federal Trade Commission relative to the Transactions, which letter is attached hereto as Exhibit N. During the interim period prior to completion of such disposition(s), Purchaser will (i) continue to operate such healthcare facilities and/or (ii) lease such healthcare facilities to a third party that will operate them.

All representations and warranties made by Purchaser in this Section 7 shall be true and correct on the date made and their continued validity as to any material fact as of the Closing Date shall be a condition precedent to Seller’s obligation to close the Transactions hereby contemplated, and at the Closing Purchaser shall execute and deliver to Seller a certification that its representations and warranties contained in this Section 7 remain true and correct in all material respects as of the Closing Date, except insofar as any such representation or warranty is

no longer true or correct due to the acts or omissions of Seller or to the obtaining, after the date hereof, of knowledge not known to Purchaser as of the date hereof.

8. [Intentionally Omitted].

9. Closing. Subject to the terms of Section 5(c) with respect to Westridge, the closing of the sale of the Property and the amendment of the Master Leases pursuant to the Master Lease Amendments (“Closing”) shall take place at 10:00 a.m. (New York time) at the office of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ or at another place mutually agreed upon by the parties, on a date (“Closing Date”) not later than December 10, 2003; provided, however, that, notwithstanding the foregoing or anything to the contrary contained in this Agreement, and subject to the terms of Section 5(c) with respect to Westridge, in the event the Closing has not occurred by December 10, 2003, Seller or Purchaser may, at its option, provided and on the condition that the failure of such Closing to occur by such date is not due to a default by it in the performance of its obligations under this Agreement, elect to terminate this Agreement by delivery of written notice of termination to the other party, upon which delivery, this Agreement shall immediately terminate, the ▇▇▇▇▇▇▇ Money shall be retained by Seller, Purchaser shall pay to Seller, not later than December 11, 2003, the Break-Up Fee, and neither Purchaser nor Seller shall have any further obligations or liabilities hereunder except for those obligations and liabilities that expressly survive termination; provided, however, that, if the failure of the Closing to occur by December 10, 2003 is due to a default by Seller in the performance of its obligations under this Agreement, the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and Purchaser shall have no liability to Seller for the Break-Up Fee. Notwithstanding the foregoing, the parties need not attend the Closing in person and shall have the right to close the transaction contemplated by this Agreement pursuant to written closing escrow instructions, so long as such instructions are consistent with the terms hereof.

(a) Seller Closing Documents. At the Closing, Seller shall, subject to the terms of Section 5(c), execute and deliver, or cause to be executed and delivered, to Purchaser the following documents:

(i) With respect to each of the properties described on Exhibit A that is located in Massachusetts, a deed in the form of Exhibit C (collectively, the “Massachusetts Deeds”) in favor of Kindred or, at the written request of Purchaser, in favor of an affiliate of Kindred;

(ii) With respect to the property described on Exhibit A that is located in Michigan, a deed in the form of Exhibit D (the “Michigan Deed”) in favor of Kindred or, at the written request of Purchaser, in favor of an affiliate of Kindred;

(iii) With respect to the property described on Exhibit A that is located in Minnesota, a deed in the form of Exhibit E (the “Minnesota Deed”) in favor of Kindred or, at the written request of Purchaser, in favor of an affiliate of Kindred;

(iv) With respect to each of the properties described on Exhibit A that is located in Connecticut, a deed in the form of Exhibit F (collectively, the “Connecticut

Deeds”) in favor of Kindred or, at the written request of Purchaser, in favor of an affiliate of Kindred;

(v) With respect to the property described on Exhibit A that is located in Kentucky, a deed in the form of Exhibit G (the “Kentucky Deed”) in favor of Kindred or, at the written request of Purchaser, in favor of an affiliate of Kindred;

(vi) With respect to the property described on Exhibit A that is located in Wisconsin, a deed in the form of Exhibit H (the “Wisconsin Deed”, and together with the Massachusetts Deeds, the Michigan Deed, the Minnesota Deed, the Connecticut Deeds, and the Kentucky Deed, collectively, the “Deeds”) in favor of Kindred or, at the written request of Purchaser, in favor of an affiliate of Kindred;

(vii) A certification of non-foreign status in the form of Exhibit I;

(viii) Partial Lease Termination Agreements in the form of Exhibits ▇-▇, ▇-▇, ▇-▇, ▇▇▇ ▇-▇ (collectively, the “Termination Agreements”), executed in counterpart by Seller, or, in the case of the Termination Agreement regarding the CMBS Master Lease, by Ventas Finance I, LLC;

(ix) A Termination of Memorandum of Lease with respect to each of the properties listed on Exhibit A, in substantially the form of Exhibit K (collectively, the “MOL Terminations”), executed in counterpart by Seller or, in the case of the MOL Termination in respect of Westridge, by Ventas Finance I, LLC;

(x) Amendments to each of the Master Leases in the form of ▇▇▇▇▇▇▇▇ ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇▇▇ ▇-▇ (collectively, the “Master Lease Amendments”), executed in counterpart by Seller, or in the case of the Master Lease Amendment of the CMBS Master Lease, by Ventas Finance I, LLC;

(xi) With respect to each of the properties described on Exhibit A, a ▇▇▇▇ of Sale and Assignment in the form of Exhibit M, in favor of Kindred, or, at the written request of Purchaser, in favor of one or more affiliates of Kindred and, if and to the extent Seller or Ventas Finance I, LLC owns and possesses any of the “Personal Property” referenced therein, Seller or Ventas Finance I, LLC shall deliver (or cause the delivery of) the same to Kindred or such affiliate(s);

(xii) A legal opinion executed by Seller’s internal counsel, in form and substance reasonably acceptable to Purchaser, opining that this Agreement and the documents executed and delivered by Seller and, if applicable, its affiliates pursuant to the terms of this Agreement have been duly authorized, executed and delivered by, and are legal, valid and binding obligations of, such signatory(ies); and

(xiii) (x) Duly executed (as applicable) releases of any mortgages, financing statements and other instruments recorded with respect to the Property and that secure borrowed indebtedness of Seller or Ventas Finance I, LLC under (a) that certain Second

Amended and Restated Credit, Security and Guaranty Agreement, dated as of April 17, 2002, by and among Seller, Bank of America, N.A., as Administrative Agent, and certain lenders and guarantors listed therein or (b) that certain CMBS Loan Agreement, dated as of December 12, 2001, by and between Ventas Finance I, LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Lending, Inc. (collectively, the “Releases”) or (y) evidence reasonably satisfactory to Purchaser that, upon payment of the Purchase Price in the manner directed by Seller, the Releases shall be delivered by the lender thereunder or an escrowee on its behalf to Purchaser.

(b) Purchaser Closing Documents. At the Closing, Purchaser shall, subject to the terms of Section 5(c), execute and deliver, or cause to be executed and delivered, to Seller the following documents:

(i) the Termination Agreements, executed in counterpart by Purchaser and consented to, in counterpart, by each of Purchaser’s Lenders;

(ii) the MOL Terminations, executed in counterpart by Purchaser;

(iii) the Master Lease Amendments, executed in counterpart by Purchaser and consented to, in counterpart, by each of Purchaser’s Lenders; and

(iv) a legal opinion executed by Purchaser’s internal counsel, in form and substance reasonably acceptable to Seller, opining that this Agreement and the documents executed and delivered by Purchaser and, if applicable, its affiliates pursuant to the terms of this Agreement have been duly authorized, executed and delivered by, and are legal, valid and binding obligations of, such signatory(ies).

(c) Amounts to be Paid at Closing. At the Closing, Purchaser shall pay to, or as directed by, Seller, by federally insured wire transfer, the total amount of the Purchase Price minus the amount of the ▇▇▇▇▇▇▇ Money, which ▇▇▇▇▇▇▇ Money shall be credited against the Purchase Price and retained by Seller. In addition to the Purchase Price, and as a condition to Seller’s obligation to close, Purchaser shall pay to, or as directed by, Seller the lease termination fees required to be paid by Purchaser pursuant to the terms of the Termination Agreements.

(d) Further Assurances. Seller and Purchaser shall (and, in the case of Westridge, Seller shall cause Ventas Finance I, LLC to), at the Closing, and from time to time thereafter, upon request, execute such additional documents as are reasonably necessary in order to convey, assign and transfer the Property pursuant to this Agreement and otherwise complete the Transactions contemplated by this Agreement, provided that such documents are consistent with the terms of this Agreement, and do not increase Seller’s (or Ventas Finance I, LLC’s) or Purchaser’s obligations hereunder or subject Seller (or Ventas Finance I, LLC) or Purchaser to additional liability not otherwise contemplated by this Agreement. Additionally, if this Agreement is terminated, either party may request from time to time thereafter confirmation of such termination from the other party, upon which request, the non-requesting party shall promptly confirm to the requesting party in writing (by a recordable instrument if requested by the requesting party) that this Agreement has been terminated.

(e) Cooperation. Purchaser has informed Seller that, after the Closing, Purchaser intends to attempt to sell or lease the Property to one or more third parties (any such third party, a “Subsequent Purchaser/Lessee”). Seller agrees (and, in the case of Westridge, Seller agrees to cause Ventas Finance I, LLC) to provide reasonable cooperation to Purchaser with respect to the foregoing transactions, provided and on the conditions that any such cooperation shall (i) be at no cost or expense to Seller or Ventas Finance I, LLC, (ii) not expand or increase Seller’s (or Ventas Finance I, LLC’s) covenants, representations, warranties, indemnities, obligations, duties or liabilities under this Agreement or any document delivered hereunder, (iii) not subject Seller or Ventas Finance I, LLC to additional liability, covenants, representations, warranties, indemnities, obligations or duties not otherwise contemplated hereby, (iv) not require Seller or Ventas Finance I, LLC to make any representation, warranty, covenant, agreement or indemnity that is inconsistent with, or broader in scope than, the representations, warranties, covenants, agreements and indemnities contained in this Agreement or the exhibits hereto, (v) not delay the Closing Date, and (vi) be subject to the understanding and agreement of Purchaser, which understanding and agreement is hereby acknowledged by Purchaser, that Seller’s and Ventas Finance I, LLC’s cooperation (x) shall not prejudice any rights Seller, Ventas Finance I, LLC, or Purchaser may have under the Master Leases, including, without limitation, in the case of Seller and Ventas Finance I, LLC, any rights Seller or Ventas Finance I, LLC may have under the Master Leases to disapprove of, or take other steps to oppose or prevent the consummation of, any sublease transaction(s) that Purchaser may desire to enter into with any of the Subsequent Purchaser/Lessees, and (y) shall not be used by Purchaser as evidence in any dispute between Seller or Ventas Finance I, LLC and Purchaser involving any proposed sublease transaction(s) with any of the Subsequent Purchaser/Lessees. Any instrument or document that Seller or Ventas Finance I, LLC may be asked to execute and/or deliver under this Section 9(e) shall be in such form as Seller and Ventas Finance I, LLC shall deem appropriate, in its sole and absolute discretion.

10. Prorations and Adjustments.

Purchaser and Seller hereby acknowledge and agree that there shall be no prorations or adjustments at Closing to the Purchase Price or to any amounts required to be paid at the Closing pursuant to the Termination Agreements.

11. Closing Costs.

(a) Seller shall be responsible for the payment of the fees and costs of Seller’s counsel and investment advisors representing it in connection with the Transactions.

(b) Purchaser shall be responsible for the payment of (i) the fees and costs of Purchaser’s counsel and investment advisors representing it in connection with the Transactions, and (ii) subject to subsection (a) above, all recording fees, transfer taxes, intangible taxes, documentary stamp taxes and title insurance costs, and all other fees, costs and expenses, incurred by either Seller (or Ventas Finance I, LLC) or Purchaser in connection with the Transactions. At Seller’s request, Purchaser shall pay at Closing all of the fees, taxes, costs and expenses referenced in Section 11(b)(ii) hereof.

12. Remedies.

(a) Purchaser Default.

(i) If Purchaser fails to perform any of its obligations under this Agreement which are required to be performed at or prior to the Closing (including, without limitation, the payment of the balance of the Purchase Price and the payment of any amounts required to be paid by the terms of the Termination Agreements) (“Purchaser Default”), then Seller shall have the right, as its sole and exclusive remedy for such failure, to terminate this Agreement by delivering written notice thereof to Purchaser, in which event, the ▇▇▇▇▇▇▇ Money shall be retained by, and the Break-Up Fee shall be immediately paid by Purchaser to, Seller as liquidated damages. SELLER AND PURCHASER AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A PURCHASER DEFAULT ARE UNCERTAIN AND DIFFICULT TO ASCERTAIN, AND THAT THE ▇▇▇▇▇▇▇ MONEY, TOGETHER WITH THE BREAK-UP FEE, IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES.

SELLER’S INITIALS: TRR PURCHASER’S INITIALS: JLL

(ii) Notwithstanding the foregoing, in the event the Closing hereunder occurs and Purchaser fails to perform an obligation under this Agreement (arising either before or after the Closing) and such obligation expressly survives the Closing pursuant to the terms hereof, then Seller shall have all rights and remedies at law, in equity or under this Agreement, including, without limitation, the right to ▇▇▇ for damages (excluding, however, special, punitive or consequential damages).

(b) Seller Default.

(i) If Seller fails to perform any of its obligations under this Agreement which are required to be performed at or prior to the Closing (including, without limitation, the delivery of the Deeds), then Purchaser shall have the right, as its sole and exclusive remedy for such failure, to either (x) terminate this Agreement by delivering written notice thereof to Seller, in which event the ▇▇▇▇▇▇▇ Money shall be promptly returned to Purchaser and neither party shall have any further obligations or liabilities hereunder except for those liabilities and obligations that expressly survive termination, or (y) specifically enforce the terms of this Agreement.

(ii) Notwithstanding the foregoing, in the event the Closing hereunder occurs and Seller fails to perform an obligation under this Agreement (arising either before or after the Closing) and such obligation expressly survives the Closing pursuant to the terms hereof, then Purchaser shall have all rights and remedies available at law, in equity or under this Agreement, including, without limitation, the right to ▇▇▇ for damages (excluding, however, special, punitive or consequential damages).

(c) Collection Costs. If any legal action, arbitration or other similar proceeding is commenced to enforce or interpret any provision of this Agreement, the prevailing

party shall be entitled to an award of its attorneys’ fees and expenses. The phrase “prevailing party” shall include a party who receives substantially the relief desired whether by dismissal, summary judgment, judgment or otherwise. In the event that Seller is entitled to an award of its attorneys’ fees and expenses pursuant to the terms of this Section 12(c), such award shall be in addition to the liquidated damages to which Seller may be entitled pursuant to the terms of Section 12(a) above.

(d) Survival.

(i) Closing. None of the terms and conditions of this Agreement shall survive the Closing, except Sections 2(b), 4, 6, 7, 9(d), 9(e), 10, 11, 12, 13, 14, 15 and 16.

(ii) Termination. None of the terms and conditions of this Agreement shall survive the termination of this Agreement, except Sections 4, the third sentence of 5(b), 6, 7, 9(d), 9(e), 11, 12, 13, 15(b) and 16.

(e) Relation to Master Leases. Without limitation of Section 15 below, Seller and Purchaser agree that the remedies described in this Agreement, including, without limitation, the liquidated damages remedies referenced above, (i) constitute remedies of the parties under this Agreement only in their respective capacities as Seller and Purchaser hereunder, (ii) shall not constitute, or be deemed to constitute, remedies under any of the Master Leases, (iii) shall not preclude any party to any of the Master Leases from exercising any right or remedy available to it under any of the Master Leases (even if remedies are enforced or collected upon under this Agreement), and (iv) shall not limit the damage remedies or other rights or remedies of any party to any of the Master Leases under any of the Master Leases (even if remedies are enforced or collected upon under this Agreement) and that the determination by Seller or Purchaser of whether or not, based upon the occurrence of certain events or the existence of certain circumstances, a default by the other party has occurred under this Agreement shall be made independently of, and have no bearing or impact upon, the determination by a party to one of the Master Leases of whether or not, based upon the same events or circumstances, a default by another party to such Master Lease has occurred under such Master Lease.

13. Brokers. Each of Seller and Purchaser represents to the other that it has not engaged or dealt with any broker, finder or investment advisor in connection with the sale of the Property or the other Transactions contemplated by this Agreement other than investment advisor(s) retained by it and covenants to pay any fees or other amounts owing to its investment advisor(s) on account of this Agreement or the Transactions. Seller and Purchaser shall indemnify, hold harmless and defend the other, its affiliates, and its and their officers, directors, affiliates, agents and employees, against and from all claims, demands, causes of action, judgments, and liabilities (including, without limitation, reasonable attorneys’ fees and costs) which arise from a breach of such parties’ respective representations and covenants set forth in this Section 13.

14. Casualty and Condemnation. If, prior to Closing, any of the Improvements are damaged or destroyed, or a condemnation proceeding is commenced against any part of the Property (“Casualty or Condemnation”), then at the Closing, Seller shall pay (or, in the case of

Westridge, cause Ventas Finance I, LLC to pay) to Purchaser all insurance proceeds and condemnation awards, if any, paid to Seller (or, in the case of Westridge, Ventas Finance I, LLC) in connection with such Casualty or Condemnation which have not been used to restore the Property, and Seller (or, in the case of Westridge, Ventas Finance I, LLC) shall assign to Purchaser all of its right, title and interest in any insurance proceeds or condemnation awards to be paid to it in connection with the Casualty or Condemnation.

15. Certain Warranties; Disclaimer and Release.

(a) Notwithstanding anything to the contrary contained in this Section 15, the purchase, sale and conveyance of the Property shall be made with the limited warranties to Purchaser contained in the Deeds.

(b) Disclaimer. Purchaser agrees that Purchaser is purchasing the Property in “AS IS”, “WHERE IS”, “WITH ALL FAULTS” condition, and, subject to Section 6 above and to Section 15(a) above, without any warranties, representations or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of, Seller. Without in any way limiting the generality of the immediately preceding sentence, Purchaser further acknowledges and agrees that, in entering into this Agreement and closing the Transactions hereunder, subject to Section 6 above and to Section 15(a) above:

(i) Each of Seller and its affiliates, and its and their officers, directors, employees and agents, expressly disclaims, has not made, will not, and does not, make, any warranties or representations, express or implied, with respect to the Property or any portion thereof, the physical condition or repair or disrepair thereof, the value, profitability or marketability thereof or the title thereto, or of any of the appurtenances, facilities or equipment thereon;

(ii) Each of Seller and its affiliates, and its and their officers, directors, employees and agents, expressly disclaims, has not made, will not, and does not, make, any warranties, express or implied, of merchantability, habitability or fitness for a particular use;

(iii) As the tenant at the Property, Purchaser has had complete and sole possession of the Property since, at the latest, May 1, 1998, and has accordingly had the opportunity to perform a full investigation of the Property prior to the date hereof, and Purchaser is fully satisfied with its opportunity to investigate the Property prior to the date hereof;

(iv) Purchaser has not relied upon any statement or representation by or on behalf of Seller unless such statement or representation is specifically set forth in this Agreement; and

(v) As of the date hereof, Purchaser has made such legal, factual and other inquiries and investigations as Purchaser has deemed necessary, desirable or appropriate with respect to the Property and the value and marketability thereof and of the appurtenances, facilities and equipment thereof. Such inquiries and investigations of Purchaser are hereby deemed to include, without limitation, the physical components of all portions of the

Improvements, the condition of repair of the Property or any portion thereof, such state of facts as a current title report and/or an accurate survey would show or disclose, and the present and future zoning, ordinances, resolutions and regulations of the city, county and state where the Improvements are located.

(c) Release. Without in any way limiting the generality of the preceding Section 15(b), Purchaser specifically acknowledges and agrees that it hereby waives, releases and discharges any claim it has, might have had, or may have, against each of Seller and its affiliates, and its and their officers, directors, employees and agents, relating to, arising out of or with respect to (i) the condition of the Property, either patent or latent, (ii) Purchaser’s ability, or inability, to obtain or maintain temporary or final certificates of occupancy or other licenses for the use or operation of the Improvements, and/or certificates of compliance for the Improvements, (iii) the actual or potential income, or profits, to be derived from the Property, (iv) the real estate, or other, taxes or special assessments, now or hereafter payable on account of, or with respect to, the Property, (v) Purchaser’s ability or inability to demolish the Improvements or otherwise develop the Property, (vi) the environmental condition of the Property, (vii) any default or alleged default by Seller or its affiliates with respect to the Property under any of the leases pursuant to which Seller or Ventas Finance I, LLC leased the Property to Purchaser, including without limitation, any default or alleged default regarding the granting or withholding of Seller’s or Ventas Finance I, LLC’s consent to any proposed sublease(s) with respect to all or any portion of the Property or the obtaining of any required governmental licenses, permits or approvals in connection with any such proposed sublease(s), or (viii) any other matter relating to the Property.

16. General Provisions.

(a) Entire Agreement. This Agreement and exhibits hereto constitute the entire agreement of Seller and Purchaser with respect to sale of the Property and amendment of the Master Leases pursuant to the Master Lease Amendments and supersede all prior or contemporaneous written or oral agreements, whether express or implied, related to the subject matter hereof.

(b) Amendments. This Agreement may be amended only by a written agreement executed and delivered by Seller and Purchaser.

(c) Waivers. No waiver of any provision or condition of, or default under, this Agreement by any party shall be valid unless in writing signed by such party. No such waiver shall be taken as a waiver of any other or similar provision or of any future event, act, or default.

(d) Time. Time is of the essence of this Agreement. In the computation of any period of time provided for in this Agreement or by law, the day of the act or event from which the period of time runs shall be excluded, and the last day of such period shall be included, unless it is not a Business Day, in which case it shall run to the next day which is a Business Day. For the purpose of this Agreement, the term “Business Day” means any day other than (i)

Saturday, (ii) Sunday, or (iii) any other day when federally insured banks in Chicago, Illinois or New York, New York are required or authorized to be closed.

(e) Unenforceability. In the event that any provision of this Agreement shall be unenforceable in whole or in part, such provision shall be limited to the extent necessary to render the same valid, or shall be excised from this Agreement, as circumstances require, and this Agreement shall be construed as if said provision had been incorporated herein as so limited, or as if said provision has not been included herein, as the case may be.

(f) Assignment. This Agreement may not be assigned by Purchaser or Seller without the prior express written consent of the other party, which consent may be given or withheld in such party’s sole and absolute discretion.

(g) Notices. Any notices or other communications permitted or required to be given hereunder shall be in writing, shall be delivered personally, by reputable overnight delivery service, or by fax (provided a hard copy is delivered on the next Business Day by personal delivery or reputable overnight delivery service), and shall be addressed to the respective party as set forth in this Section 16(g). All notices and communications shall be deemed given and effective upon receipt thereof.


To Seller:		Ventas Realty, Limited Partnership
		c/o Ventas, Inc.
		▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
		▇▇▇▇▇ ▇▇▇
		▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
		Attn: T. ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Phone: (▇▇▇) ▇▇▇-▇▇▇▇
		Fax: (▇▇▇) ▇▇▇-▇▇▇▇

With copies to:		Ventas Realty, Limited Partnership
		▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
		Attn: ▇▇▇▇▇ ▇. ▇▇▇▇
		Phone: (▇▇▇) ▇▇▇-▇▇▇▇
		Fax: (▇▇▇) ▇▇▇-▇▇▇▇

		and

		Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
		▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLC
		▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
		Attn: ▇▇▇▇▇▇ ▇. Page, Esq.
		Phone: (▇▇▇) ▇▇▇-▇▇▇▇
		Fax: (▇▇▇) ▇▇▇-▇▇▇▇


To Purchaser:		Kindred Healthcare, Inc. and
		Kindred Healthcare Operating, Inc.
		▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
		Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Phone: (▇▇▇) ▇▇▇-▇▇▇▇
		Fax: (▇▇▇) ▇▇▇-▇▇▇▇

With copies to:		Kindred Healthcare, Inc. and
		Kindred Healthcare Operating, Inc.
		▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
		Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Esq.
		Phone: (▇▇▇) ▇▇▇-▇▇▇▇
		Fax: (▇▇▇) ▇▇▇-▇▇▇▇

		and

		▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
		▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
		Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Phone: (▇▇▇) ▇▇▇-▇▇▇▇
		Fax: (▇▇▇) ▇▇▇-▇▇▇▇

(h) Governing Law. This Agreement shall be governed in all respects by the internal laws of the Commonwealth of Kentucky without regard to the laws regarding conflicts of laws.

(i) Counterparts. This Agreement may be executed in any number of identical counterparts, any or all of which may contain the signatures of less than all of the parties, and all of which shall be construed together as a single instrument.

(j) Construction. Seller and Purchaser agree that each party and its counsel have reviewed and approved this Agreement, and that any rules of construction that provide that ambiguities be resolved against the drafting party shall not be used in the interpretation of this Agreement or any amendments or exhibits hereto. The words “include”, “including”, “includes” and any other derivation of “include” means “including, but not limited to” unless specifically set forth to the contrary. As used in this Agreement, the neuter shall include the feminine and masculine, the singular shall include the plural, and the plural shall include the singular, except where expressly provided to the contrary. The words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, subsection or other subdivision. Headings of sections herein are for convenience of reference only, and shall not be construed as a part of this Agreement. Except to the extent expressly provided otherwise in this Agreement, references to “sections” or “subsections” in this

Agreement shall refer to sections and subsections of this Agreement, and references to “exhibits” in this Agreement shall mean exhibits attached to this Agreement.

(k) No Recording. Purchaser shall not, and shall not cause or permit any other person to, record this Agreement or any memorandum or other evidence thereof in any public records. If Purchaser violates the terms of this Section 16(k), then this Agreement shall be deemed ipso facto terminated and the ▇▇▇▇▇▇▇ Money shall be retained by Seller, and Purchaser shall immediately pay to Seller the Break-Up Fee.

(l) Obligations Joint and Several. Purchaser acknowledges that each entity constituting Purchaser shall be jointly and severally liable for any and all obligations of Purchaser hereunder or under any instrument executed by Purchaser pursuant hereto.

(m) Public Announcement. Seller and Purchaser agree to cooperate with each other to make joint and/or coordinated public announcements disclosing this Agreement and the Transactions contemplated hereby.

(n) Form of Payment. All amounts required to be paid by Purchaser to, or as directed by, Seller pursuant to the terms hereof (including, without limitation, if applicable, the Break-Up Fee) shall, unless otherwise directed by Seller in writing, be paid by federally insured wire transfer of immediately available funds. Payments required by the terms hereof to be made on a particular date shall be deemed to have been timely made if Seller (or any alternate payee designated by Seller) receives such payment in the account specified in the wire transfer instructions, to be provided to Purchaser by Seller, not later than 5:00 p.m. Chicago time on the date specified for such payment.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.


PURCHASER:

KINDRED HEALTHCARE, INC., a Delaware corporation

By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇

Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Its:		Senior Vice President, Chief Financial Officer and Treasurer


KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation

By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇

Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Its:		Senior Vice President, Chief Financial Officer and Treasurer


SELLER:

VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership

By: Ventas, Inc. Its: Sole General Partner

	By:	/s/ T. ▇▇▇▇▇▇▇ ▇▇▇▇▇

	Name:	T. ▇▇▇▇▇▇▇ ▇▇▇▇▇
	Its:	Executive Vice President and General Counsel

S-1

EXHIBIT A

LAND

A-1

Facility # 565

SCHEDULE A

THE LAND

A certain piece or parcel of land with all buildings and improvements thereon situated in the Town of Norwich, County of New London and State of Connecticut, more particularly described as follows:

Beginning at a point on the southerly line of ▇▇▇▇▇▇▇▇ Avenue. In Said Town of Norwich and a concrete Monument set by the Highway Department, and from said point,

thence running S 32° 31° E 130. 3 feet to a drill hole in a wall;

thence S 45° 14° W 183 feet to a monument, the last two lines bounded southwesterly and northwesterly by land N/F of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇,

thence S 57° 52° W 54.2 feet to a monument, this line bounded northwesterly on land N/F of Everest A. and ▇▇▇ ▇. ▇▇▇▇▇▇▇.

thence S 65° 04 E 412.57 feet;

thence running Northeasterly in a straight line,

400 feet more or less to land N/F of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ at a point which is 426.58 feet south of the southerly line of Corning Road is measured along the easterly side of the premises herein described:

thence W 26° 07° W 166.1 feet;

thence N 27° 12° W 130.6 feet;

thence northwesterly 129.88 feet to a drill hole in a boulder on the southerly line of Corning Road, the last three lines bounding north-easterly on land N/F of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇;

thence S 77° 04 W 85.25 feet to a Connecticut Highway Department Stone, this line following along the southerly line of Corning Road;

thence S 57° 59° W 181.52 feet to a concrete monument act by the Connecticut Highway Department:

thence S 59° 23° W 181.33 feet to the point of beginning: the last 2 lines following along the South line of ▇▇▇▇▇▇▇▇ Avenue.

Together with a right of way as set forth in a deed from Quinting F. Larangeire and Lucy ▇▇▇▇▇ Larangeire to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ dated February 28, 1967 and recorded in Volume 342, Page 99 of the Norwich Land Records.

Together with a right of way as set forth in a deed from ▇▇▇▇▇ ▇. ▇▇▇▇▇ to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ dated July 5, 1921 and recorded in Volume 163, Page 205 of the Norwich Land Records.

Facility # 1226

SCHEDULE A

THE LAND

All that certain tract, piece or parcel of land situate, lying and being in the City of Stamford, County of Fairfield and State of Connecticut, said parcel of land being more particularly bounded and described as follows:

Beginning at a point on the westerly street line of Glenbrook Road, where the same is intersected by the division line between the parcel herein described and land now or formerly of Zion Lutheran Church U.A.C., and being the southeasterly corner of the premises herein described, then running along land of said Zion Lutheran Church the following courses:

North 84-41-20 West, a distance of 242.04 feet;

North 74-21-30 West, a distance of 70.00 feet;

North 12-18-30 East, a distance of 45.03 feet;

and North 81-18-10 West, a distance of 25.05 feet;

then turning and continuing along land of said Zion Lutheran Church, to and along land now or formerly of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇, ▇▇▇▇▇ ▇▇-▇▇-▇▇ ▇▇▇▇; a distance of 50.00 feet to land of various owners; then turning and running along land of said various owners North 88-06-35 East, a distance of 352.25 feet to the westerly street line of Glenbrook Road; then turning and running along ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇-▇▇-▇▇ ▇▇▇▇, a distance of 66.71 feet; then along a circular curve to the right having a radius of 153.86 feet, and arc-distance of 48.467 feet; then on another circular curve to the right, having a radius of 177.533 feet, an arc-distance of 42.115 feet, to the point or place of beginning, containing 1.0032 Acres, more or less.

Facility # 783

SCHEDULE A

THE LAND

BEING all of Lot No. 6 of the Storey Business Subdivision to the City of Lexington, as shown by plat of record in Plat Cabinet C, Slide 499 in the Fayette County Clerk’s Office; the improvements being known as ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇.

BEING the same property conveyed to NHE/KENTUCKY, INC., a Kentucky corporation by deed dated August 25, 1972, of record in Deed Book 1057, Page 462, in the Fayette County Court Clerk’s Office, and further conveyed to First Healthcare Corporation, a Delaware corporation by deed dated August 23, 1993 of record in Deed Book 1691, Page 87, in the Fayette County Clerk’s Office.

MA523

SCHEDULE A

THE LAND

Property: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇. ▇▇▇▇▇▇▇, ▇▇

Facility Name: Star of ▇▇▇▇▇ Nursing Center

Facility Number: 523

TRACT I

PARCEL I

That certain parcel of registered land situated in that Part of Boston, formerly West Roxbury, in the County of Suffolk and Commonwealth of Massachusetts, bounded and described as follows:

WESTERLY by the easterly line of Veterans of Foreign Wars Parkway, (the Commonwealth of Massachusetts, M.D.C.), ten (10) feet;

SOUTHERLY by the northerly line of said Veterans of Foreign Wars Parkway, fifty-three and 05/100 (53.05) feet;

WESTERLY by the easterly of said Veterans of Foreign Wars Parkway, two hundred forty-seven and 82/100 (247.82) feet;

NORTHERLY by the southerly side of Farragut Street and Ellswood Street, one hundred ninety-one and 41/100 (191.41) feet;

EASTERLY by land now or formerly of Sturdy Oak Homes, Inc., one hundred fifteen and 88/100 (115.88) feet;

NORTHERLY by land of sundry adjoining owners, four hundred thirteen and 44/100 (413.44) feet;

EASTERLY by the westerly line of ▇▇▇▇▇ Street, twenty and 86/100 (20.86) feet;

SOUTHERLY by land of sundry adjoining owners, four hundred two and 02/100 (402.02) feet;

EASTERLY by land now or formerly of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ et al, eighty-six (86) feet; and

SOUTHERLY by the northerly line of ▇▇▇▇▇▇ Street, one hundred sixty and 18/100 (160.18) feet.

Facility # 523

SCHEDULE A

THE LAND

TRACT II

Two certain parcels of unregistered land.

PARCEL I

A certain parcel of unregistered land situated in that part of Boston, formerly West Roxbury, Suffolk County, Massachusetts, bounded and described as follows:

NORTHERLY by Ellswood street, 41.15 feet;

EASTERLY by Lot 110 as shown on the plan hereinafter described, 109.57 feet;

SOUTHERLY on land formerly of the Town of Brookline, now 1100 Corporation, 28.93 feet;

SOUTHWESTERLY by said last mentioned land, 56 feet; and

WESTERLY by said last mentioned land, 59.88 feet.

Said lot 131 is shown on a plan entitled “West Roxbury Plateau, August 29,1894, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Engineer, Somerville, Massachusetts” duly recorded with said Suffolk County Registry of Deeds at the end of Book 2224.

PARCEL II

A certain parcel of land situated in that part of Boston, formerly West Roxbury, Suffolk County, Massachusetts, bounded and described as follows:

SOUTHEASTERLY by Farragut Street, 40.25 feet;

NORTHEASTERLY by Lot 50 as shown on the plan hereinafter described, 90.45 feet;

NORTHWESTERLY by land of owners unknown, 40 feet; and

SOUTHWESTERLY by Lot 148 on said plan, 85 feet.

Said lot 149 is shown on a plan entitled “West Roxbury Plateau, August 29, 1894, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Engineer, Somervilla, Massachusetts”, duly recorded with Suffolk County Registry of Deeds at the end of Book 2224.

MA527

SCHEDULE A

THE LAND

Property: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇

Facility Name: Briarwood Health Care Nursing Center

Facility Number: 527

The land situated in Needham, Norfolk County, Massachusetts, bounded and described as follows:



NORTHERLY:		by Garfield Street, 75.0 feet;

EASTERLY:		by land of ▇. ▇▇▇▇▇▇▇ and Irogard ▇▇▇▇▇, as shown on plan referred to hereinafter, 75.0 feet;

NORTHERLY:		by said ▇▇▇▇▇, 132.0 feet;

SOUTHEASTERLY:		by ▇▇▇▇ ▇. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, 59.1 feet;

NORTHERLY:		by said ▇▇▇▇▇▇▇, 9.70 feet;

SOUTHEASTERLY:		by ▇▇▇▇▇ ▇. and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, 143.46 feet, and by said ▇▇▇▇▇▇▇ and by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, 50.0 feet;

SOUTHERLY:		by the Building Association, Inc. of the Lt. Manson ▇. ▇▇▇▇▇▇ Post 12498 Veterans of Foreign Wards of U.S.A., 293.4 feet;

WESTERLY:		by Lot A, 110.00 feet;

WESTERLY:		by ▇▇▇ ▇, ▇▇▇ feet;

NORTHERLY:		by another parcel of said ▇▇▇▇▇, 100.0 feet; and

WESTERLY:		by said ▇▇▇▇▇, 75.0 feet.

Facility No. 528-MA

Westridge Healthcare Center

▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇

(Middlesex County)

EXHIBIT A

The land shown on a plan of land entitled “Plan of Land in Marlborough, Mass, owned by ▇▇▇▇-▇▇▇▇ Management Corp.”, December 10, 1962, Nashoba. Survey Co., Inc., Marlborough, Mass., “123,465” recorded with the Middlesex South District Registry of Deeds, Book 10181, Page 61, bounded and described as follows:

BEGINNING at a point on the Northerly side of Northborough (Northboro) Road at the Southwest corner of the parcel to be conveyed and at other land of ▇▇▇▇-▇▇▇▇ Management Corp;

THENCE by a curve to the left in a Northwesterly direction with a radius of 32.43 feet and a distance along the course of 52.30 feet to a point of tangency;

THENCE North 40 degrees 90 minutes 22 seconds West a distance of 469,465 feet;

THENCE North 44 degrees 39 minutes 53 seconds East a distance of 193.77 feet; all three courses are by other land of ▇▇▇▇-▇▇▇▇ Management Corp.;

THENCE North 10 degrees 05 minutes 19 seconds East a distance of 319.70 feet by land of Malcola ▇. ▇▇▇▇▇▇▇;

THENCE South 32 degrees 16 minutes 49 seconds East a distance of 234.47 feet by land of Basil and ▇▇▇▇▇▇ Carvary;

THENCE South 32 degrees 07 minutes 22 seconds East a distance of 196.5 feet;

THENCE South 21 degrees 32 minutes 31 seconds West a distance of 216.77 feet;

THENCE South 46 degrees 22 minutes 25 seconds East a distance of 55.45 feet to the Northerly line of Northborough Road, the last three courses are by land of ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇;

THENCE South 60 degrees 57 minutes 54 seconds West a distance of 115.71 feet;

THENCE South 73 degrees 33 minutes 44 seconds West a distance of 7.35 feet;

THENCE South 51 degrees 22 minutes 52 seconds West a distance of 37.22 feet;

THENCE South 52 degrees 15 minutes 21 seconds West a distance of 40.315 feet to the point of beginning, the last four courses are by the Northerly line of Northborough Road.

PIN # 78-3A

MA - 538

EXHIBIT A

Lots 127, 128, 151, 152, and 153

the land in the West Roxbury District of Boston, Massachusetts, Suffolk County, being five certain lots all shown on a plan of land made by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Engr., dated August 29, 1894, recorded with Suffolk

XXXXXXXXXXXXXXXXXXXX

Deeds Book 2224, Page is at the end of Book, to which plan reference is made for a more particular description to the following lots;



Lot 127;		as shown on said plan is located on the southerly side of Ellswood Street, containing 4712 square feet of land according to said plan.

Lot 128;		as shown on said plan also located on the southerly side of Ellswood Street, containing 4360 square feet according to plan.

Lots 127		and 128 are conveyed subject to the street and or sewer better-ment assessments of the City of Boston.

Lot 151		as shown on said plan is located on the northwesterly side of Farragut Street and contains 3945 square feet according to plan.

Lot 152		as shown on said plan is located on the northwesterly side of Farragut Street and contains 4057 square feet according to plan.

Lot 153		as shown on said plan is located on the northwesterly side of Farragut Street and contains 4050 square feet according to plan.

Lots 129 and 130

A certain parcel of land situated in that part of Boston called West Roxbury in the County of Suffolk and Commonwealth of Massachusetts and being lots numbered 129 and 130 as shown on a plan of land called ‘West Roxbury Pintoau’ by ▇. ▇. ▇▇▇▇▇▇▇, Engineer, and recorded with the Suffolk County Registry of Deeds, Book 5016, page 31_, dated June 30, 1920, and bounded and described as follows:


NORTHERLY		by Ellswood Street as shown on said plan as eighty four (84) feet;

EASTERLY		by lot numbered 128 on said plan as ninety nine and 61/100 (99.61) feet;

SOUTHERLY		by property of the Town of Brookline as shown on said plan as eighty five and 29/100 (85.29) feet;

WESTERLY		by lot numbered 131 on said plan, one hundred nine and 57/100 (109.57) feet;

Containing 8626.9 square feet, more or less.

MA - 538, cont.

EXHIBIT A

Lot 150

A certain parcel of vacant land containing about thirty-seven hundred twenty seven (3727) square feet of land on the northwesterly side of Farragut Street, adjoining an estate now or formerly of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, being lot one hundred and fifty (150) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ plan dated August 29, 1894, recorded with Suffolk Deeds at end of Book 2224, situated in ▇▇▇▇▇ ▇▇ ▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ District.

Lots 154, 155 and 156

the following described parcels of land in Boston, Suffolk County, Massachusetts

DESCRIPTION:

Parcel No. 1

About four thousand thirty (4030) square feet of land on the northerly side of Farragut Street, adjoining another estate now or formerly of said Giorgio and others, being Lot one hundred fifty-four (154), ▇▇▇▇▇▇▇, ▇. ▇▇▇▇▇▇ plan, dated August 29, 1894, recorded with Suffolk Deeds, at End of Book 2224.

Parcel No. 2

About four thousand ten (4010) square feet of land on the north side of Farragut Street, adjoining another estate now or formerly of said Giorgio and others, being Lot one hundred fifty-five (155), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ plan, dated August 29, 1894, recorded with Suffolk Deeds, at End of Book 2224.

Parcel No. 3

About thirty-nine hundred ninety (3990) square feet of land on the northerly side of Farragut Street, adjoining another estate now or formerly of said Giorgio and others, being Lot one hundred fifty-six (156), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Engineer, plan, dated August 29, 1894 recorded with Suffolk Deeds, at End of Book 2224.

LESS AND EXCEPT LOTS 127, 128 AND 129 as were conveyed by Deed to Archdale Construction Corp. dated September 23, 1997 and recorded with the Suffolk County Registry of Deeds at Book 21759, Page 250.

Facility # 4677

SCHEDULE A

THE LAND

HOSPITAL PARCEL:

Lots 5 and 6, including adjoining vacated public alley of “▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ Subdivision”, as recorded in Liber 4 of Plats, Page 22, ▇▇▇▇▇ County Records; Lots 1 through 8 inclusive, together with adjoining vacated public alley of the “Subdivision of Lots 33, 34, 35, 39, and 40 of ▇▇▇▇▇▇▇ Subdivision”, as recorded in Liber 1 of Plats, Page 270, ▇▇▇▇▇ County Records; ▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇.▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇ and the North 25.2 feet of Lots 5, 6, and 7, including adjoining vacated public alleys of “▇▇▇▇▇▇’▇ Subdivision” as recorded in Liber 7 of Plats, Page 9, ▇▇▇▇▇ County Records; Lots 86 through 93, inclusive, Lots 52 through 59, inclusive, and the North 40.00 feet of Lot 51, including adjoining vacated Humboldt Avenue (60 feet wide), also including vacated public alleys in the rear thereof of “Brandish and ▇▇▇▇▇▇▇’▇ Subdivision”, as recorded in Liber 1 of Plats , Page 133, ▇▇▇▇▇ County Records; the North 26 feet of Lots 1 through 5, inclusive, including, vacated Humboldt Avenue (60 feet wide) lying Westerly thereof, and that portion of the adjoining vacated public alleys lying Northerly and Easterly thereof of the “Subdivision of Lots 94 and 95 of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇’▇ Subdivision”, as recorded in Liber 12 of Plats, Page 37, ▇▇▇▇▇ County Records; ▇▇▇ ▇▇, ▇▇▇▇▇ ▇, and Lots 33 through 44 inclusive, Block 3, including adjoining vacated public alley Westerly thereof of the “Plat of ▇▇▇▇▇▇▇ Resubdivision”, as recorded in Liber 5 of Plats, Page 18, ▇▇▇▇▇ County Records; and Lot 58 of “Weitzel’s Plat”, as recorded in Liber 1 of Plats, Page 204, ▇▇▇▇▇ County Records, all being located in the City of Detroit, ▇▇▇▇▇ County, Michigan, and being more particularly described as follows:

Begining at the intersection of the Southerly line of Magnolia Street (50 feet wide) with the Westerly line of Eighteenth Street (60 feet wide), said point being also the Northeasterly, corner of Lot 58 of said “Weitzel’s Plat”, (Liber 1 of Plats, Page 204, ▇▇▇▇▇ County Records) and proceeding thence from said point of begining South 2 degrees 55 minutes 17 seconds East, along the Westerly line of said Eighteenth Street, said line being also the Easterly line of said Lot 58 and the Easterly line of Lots 44 through 35 inclusive, Block 3, the Easterly line of ▇▇▇ ▇▇, ▇▇▇▇▇ ▇, and the Easterly line of Lots 34 and 33, Block 3, of said “Plat of ▇▇▇▇▇▇▇ Resubdivision”, (Liber 5 of Plats, Page 18, ▇▇▇▇▇ County Records), a distance of 461.15 feet to the Southeasterly corner of said Lot 33; thence south 67 degrees 19 minutes 28 seconds West, along the Southerly line of said Lot 33, a distance of 145.00 feet to the Southwesterly corner of said Lot; thence South 22 degrees 55 minutes 17 seconds East, along part of the Westerly line of ▇▇▇ ▇▇, ▇▇▇▇▇ ▇, ▇▇ ▇▇▇▇ “▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ Resubdivision”, a distance of 11.00 feet to a point on the Northerly line of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇. Boulevard (124 feet wide, as now established); thence South 67 degrees 26 minutes 04 seconds West, along the Northerly line of said ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇. Boulevard, as now established, a measured distance of 646.85 feet (described 646.72 feet) to the point of intersection of said Street line with the Easterly line of ▇▇▇▇▇▇ Avenue (60 feet wide); thence North 23 degrees 09 minutes 27 seconds West, along the Easterly line of said ▇▇▇▇▇▇ Avenue, said line being also part of the Westerly line of Lot 2 and the Westerly line of Lot 1 of said “▇▇▇▇▇▇▇’▇ Subdivision” (Liber 7 of Plats, Page 9, ▇▇▇▇▇ County Records), the Westerly line of Lots 8 through 2 inclusive of the “Subdivision of Lots No. 33,34, 35, 39 and 40 of ▇▇▇▇▇▇▇▇ Subdivision”, (Liber 1 of Plats, Page 270, ▇▇▇▇▇ County Records) and the Westerly line of Lot 5 of said “▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ Subdivision”, (Liber 4 of Plats, Page 22, ▇▇▇▇▇ County Records), a measured distance of 471.52 feet (described 470.85 feet) to the point of intersection of said Street line with the Southerly of said Magnolia Street; thence North 67 degrees 13 minutes 58 seconds East, along the Southerly line of said Magnolia Street, said line being also the Northerly line of Lots 5 and 6 of said “▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ Subdivision”, the Northerly end of a vacated alley (20 feet wide) and the Northerly line of Lot 59 of said “▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇’▇ Subdivision”, (Liber 1 of Plats, Page 133, ▇▇▇▇▇ County Records), a measured distance of 401.73 feet (recorded 401.28 feet) to the Northeasterly corner of said Lot 59; thence North 67 degrees 41 minutes 11 seconds East, continuing along the Southerly line of said Magnolia Street, said line being also the Northerly end of vacated Humboldt Avenue (60 feet wide), a distance of 60.00 feet to an angle point in said Street line; thence continuing along the Southerly line of said ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ degrees 28 minutes 25 seconds East, said line being also the Northerly line of Lot 86 of said “▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇’▇ Subdivision”, the Northerly end of a vacated alley (20 feet wide) and the Northerly line of said Lot 58 of said “▇▇▇▇▇▇▇’▇ Plat”, a measured distance of 332.06 feet (recorded 330.78 feet) to the point of beginning.

SCHEDULE A

THE LAND

# 4677

PARKING LOT PARCEL:

Lots 492 through 508, Inclusive, part of Lot 491 including the vacated alley (20 foot wide) lying adjacent to said lots of the “Subdivision of Part of The ▇▇▇▇▇▇▇ Farm, Private Claim 473”, City of Detroit, ▇▇▇▇▇ County, Michigan as recorded in Liber 1 of Plats, Page 255, ▇▇▇▇▇ County Records, and being more particularly described as follows: Beginning at the intersection of the Southerly line of Magnolia Street (50 feet wide) with the Easterly line of Eighteenth Street (60 feet wide), said point being also the Northwesterly corner of Lot 500 of said “Subdivision of Part of The ▇▇▇▇▇▇▇ Farm, Private Claim 473”, (Liber 1 of Plats, Page 255, ▇▇▇▇▇ County Records), proceeding thence from said point of beginning North 67 degrees 24 minutes 22 seconds East, along the Southerly line of said Magnolia Street, said line being also the Northerly line of Lot 500, the Northerly end of a vacated alley (20 feet wide) and the Northerly line of Lot 501 of said subdivision, a distance of 323.10 feet to the point of intersection of said street line with the Westerly line of Seventeenth Street (60 feet wide), said point being also the Northeasterly corner of said Lot 501; thence South 22 degrees 50 minutes 07 seconds East, along the Westerly line of said Seventeenth Street, said line being also the Easterly line of Lots 501 through 508 inclusive of said Subdivision, a distance of 396.00 feet to the Southeasterly corner of said Lot 508; thence South 67 degrees 24 minutes 22 seconds West, along the Southerly line of said Lot 508 and its Westerly extension across the Southerly end of said vacated alley, a distance of 170.81 feet to the Northeasterly corner of Lot 492 of said Subdivision; thence South 22 degrees 59 minutes 15 seconds East, along the Westerly line of a public alley (20 feet wide), said line being also the Easterly line of Lot 492 and part of the Easterly line of Lot 491 of said Subdivision, a distance of 99.33 feet to the point of intersection of said alley line with the Northerly line of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇. Boulevard (124 feet wide) as now established; thence South 70 degrees 38 minutes 46 seconds West, along the Northerly line of said ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇. Boulevard, as now established, a distance of 152.10 feet to the point of intersection of said Street line with the Easterly line of said Eighteenth Street; thence North 22 degrees 55 minutes 17 seconds West, along the Easterly line of said Eighteenth Street, said line being also part of the Westerly line of said Lot 491 and all of the Westerly line of Lots 492 through 500 inclusive of said Subdivision, a measured distance of 485.74 feet (described 486.06 feet) to the point of beginning.

SCHEDULE A

4659

County of Hennepin, State of Minnesota

PARCEL 1:

▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ No. 74, Hennepin County, Minnesota.

PARCEL 2:

Non-exclusive easements for roadway, ingress and egress, and signage over and across portions of Outlet A, Hidden Lakes PUD No. 74, as set forth in Easement Agreement dated August 11, 1997, filed February 13, 1998, as Document Number 2887297, Office of Registrar of Titles, Hennepin County, Minnesota.

(Tax Parcel No. for Parcel 1: 18-029-24-44-0015)

Facility # 772

SCHEDULE A

THE LAND

Lots 16 through 22 inclusive, in Block 1, and all of ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ of Wisconsin Rapids, Wood County, Wisconsin, according to the recorded plat;

AND

All that portion of South Strawberry Lane in Said Riverhaven Subdivision lying between the Easterly extension line of Lot 18, in Block 1, and the Westerly extension line of Lot 22, in Block 1, in said Subdivision, which portion of said roadway has been vacated by the City of Wisconsin Rapids, Wood County, Wisconsin.

Tax Key No. 34-05015

EXHIBIT B

PURCHASE PRICE ALLOCATION


Property commonly known as:	Allocated portion of the Purchase Price:
1. Kindred Hospital Minnesota	$	17,941,043
2. Kindred Hospital Metro Detroit	$	15,501,307
3. Lexington Center for Health & Rehab	$	9,877,734
4. Briarwood Health Care Nursing Center	$	3,438,663
5. West Roxbury Manor	$	1,775,077
6. ▇▇▇▇▇▇▇▇ Rehab & Healthcare Center	$	3,589,960
7. Family Heritage Med. & Rehab Center	$	3,384,646
8. Homestead Health Center	$	6,438,088
9. Star of ▇▇▇▇▇ Nursing & Rehab/Alzheimer’s Center	$	9,479,588
10. Westridge Healthcare Center	$	7,573,894

TOTAL	$	79,000,000

B-1

EXHIBIT C

MASSACHUSETTS DEEDS

C-1

QUITCLAIM DEED WITH LIMITED WARRANTY

[Ventas Realty, Limited Partnership, a limited partnership] [Ventas Finance I, LLC, a limited liability company] duly established under the laws of the State of Delaware (“Grantor”) and having its usual place of business at: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, for consideration paid, and in full consideration of $ , grants to , a duly established under the laws of the State of Delaware (“Grantee”) and having its usual place of business at , with no warranty covenants of any kind, except as specifically set forth below, the real estate described below:

[See Exhibit A attached hereto and made a part hereof]

Grantor does hereby warrant to Grantee that, as of the date of this conveyance, Grantor owned fee simple title to the subject real estate free and clear of any mortgage or other lien securing borrowed indebtedness of Grantor.

[Signature Page Follows]

In witness whereof, the said Grantor has caused these presents to be signed, acknowledged and delivered in its name and behalf by Ventas, Inc., a corporation duly incorporated in the State of Delaware, and the sole general partner of Grantor, this day of , 2003.


WITNESSES:	[VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership

By:	By: Ventas, Inc., a Delaware corporation, its sole general partner]


	[VENTAS FINANCE I, LLC, a Delaware limited liability company

	By:	Ventas Finance I, Inc., its sole member]

Printed Name:



						By:


By:						Name:


Printed Name:						Its:

The Commonwealth of Massachusetts

State of

County of

Then personally appeared the above named , the of [Ventas, Inc.] [Ventas Finance I, Inc.], a Delaware corporation and the [general partner of Ventas Realty, Limited Partnership, a Delaware limited partnership] [sole member of Ventas Finance I, LLC, a Delaware limited liability company], and acknowledged the foregoing instrument to be the free act and deed of said corporation on behalf of said limited [partnership] [liability company] before me,




Notary Public—Justice of the Peace

My commission expires 20

EXHIBIT D

MICHIGAN DEED

D-1

COVENANT DEED

KNOW ALL MEN BY THESE PRESENTS THAT THE UNDERSIGNED, VENTAS REALTY LIMITED PARTNERSHIP, a Delaware limited partnership, whose post office address is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, hereinafter called the Grantor, for and in consideration of the sum of Ten and no/100 Dollars ($10.00) and other valuable considerations, receipt which of is hereby fully acknowledged and confessed, has GRANTED, BARGAINED, SOLD and CONVEYED and by these presents does GRANT, BARGAIN, SELL and CONVEY unto , a , whose post office address is , hereafter called the Grantee, without warranty covenant (except as expressly provided below), all of Grantor’s right, title and interest, if any, in that certain land, situate in County, State of Michigan, described on Exhibit “A” attached hereto and made a part hereof, together with all the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining.

This deed is executed and delivered by the Grantor on a quitclaim basis and with no warranty of any kind or nature, except that the Grantor does hereby warrant to the Grantee that, at the time of this conveyance, the Grantor owned fee simple title to the subject property, free and clear of any mortgage or other lien securing borrowed indebtedness of the Grantor.

[SIGNATURE PAGE TO FOLLOW]

In witness whereof, the said Grantor has signed and sealed these presents the day and year first above written.

WITNESSES:

GRANTOR:

VENTAS REALTY, LIMITED PARTNERSHIP,

a Delaware limited partnership

By:

Name:

(Witness name must be printed in black ink.)

By:

Name:

By:

Title:

Name:

(Witness name must be printed in black ink.)

Acknowledgments


STATE OF __________________		)
		)
COUNTY OF ________________		)

This instrument was acknowledged before me on , 2003, by T. ▇▇▇▇▇▇▇ ▇▇▇▇▇, Executive Vice President, General Counsel and Secretary of Ventas, Inc., a Delaware corporation, in its capacity as the general partner of Ventas Realty, Limited Partnership, a Delaware limited partnership, on behalf of the corporation, in its capacity as the general partner and on behalf of the aforesaid limited partnership.

Notary Public

[Seal, if any, of notarial officer]

My commission expires:

This instrument prepared by:

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.

Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLC

▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

After recording return to:

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.

▇▇▇▇▇▇▇ Healthcare, Inc.

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

EXHIBIT E

MINNESOTA DEED

E-1

QUITCLAIM DEED WITH LIMITED WARRANTY

Corporation or Partnership or Limited Liability Company to

Corporation or Partnership or Limited Liability Company


No delinquent taxes and transfer entered; Certificate of Real Estate Value ( ) filed ( ) not required Certificate of Real Estate Value No.

, 2003


	County Auditor

by
	Deputy

STATE DEED TAX DUE HEREON: $

Date: , 2003		(reserved for recording data)

FOR VALUABLE CONSIDERATION, VENTAS REALTY, LIMITED PARTNERSHIP, a limited partnership existing under and by virtue of the laws of the State of Delaware, Grantor, hereby conveys to , a existing under the laws of the State of Delaware, Grantee, real property in County, Minnesota, described as follows:

See Exhibit A attached hereto and made a part hereof.

[Address]

[parcel id number]

Together with all hereditaments and appurtenances belonging thereto, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all of the estate, right, title, interest, claim or demand whatsoever, of the Grantor, either in law or equity, of, in and to the above described premises, with the hereditaments and appurtenances, without warranty of any kind except that Grantor does hereby warrant to Grantee that, at the time of this conveyance, Grantor owned fee simple title to the described real property free and clear of any mortgage or other lien securing borrowed indebtedness of Grantor: TO HAVE AND TO HOLD the said premises as above described, with the appurtenances, unto the Grantee, its heirs and assigns forever.

[signature page follows]


	VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership

	By:	Ventas, Inc., a Delaware corporation and its sole general partner

Affix Deed Tax Stamps Here		By:

		Name:

		Its:


STATE OF	)
	)	SS.
COUNTY OF	)

The foregoing was acknowledged before me this day of , 2003, by , the of Ventas, Inc., a Delaware corporation and the sole general partner of Ventas Realty, Limited Partnership, a Delaware limited partnership.



NOTARIAL STAMP OR SEAL (OR OTHER TITLE
OR RANK)
		NOTARY PUBLIC

THIS INSTRUMENT WAS DRAFTED BY:

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq. Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

WHEN RECORDED RETURN TO:







TAX STATEMENTS FOR THE REAL PROPERTY DESCRIBED IN THIS INSTRUMENT SHOULD BE SENT TO:

EXHIBIT A

LEGAL DESCRIPTION

ADDRESS:

TAX PARCEL NO.:

EXHIBIT F

CONNECTICUT DEEDS

F-1

Quitclaim Deed With Limited Warranty

Know all men by these presents:

That for the consideration of $ received, Ventas Realty, Limited Partnership, a Delaware limited partnership (hereinafter “Releasor”), does hereby remise, release and forever quitclaim unto (hereinafter “Releasee”), its heirs, successors, and assigns, all right and title Releasor has in or to:

[See Exhibit A attached hereto and made a part hereof]

To have and to hold the premises, unto , the said Releasee, and to the successors, heirs and assigns of Releasee, to the only use and behoof of the said Releasee, its successors, heirs and assigns forever, so that neither Ventas Realty, Limited Partnership, the said Releasor, nor any other person or persons in Releasor’s name and behalf shall or will hereafter claim or demand any right or title to the premises or any part thereof, but they and every one of them shall by these presents be excluded and forever barred. Releasor hereby warrants to Releasee that, as of the date of this instrument, Releasor owned fee simple title to the described premises free and clear of any mortgage or other lien securing borrowed indebtedness of Releasor.

In witness whereof, Releasor has hereunto set its hand this day of , 2003.


Witnessed by:	Releasor:

	VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership

	By: Ventas, Inc., a Delaware corporation, its general partner

Printed Name:


		By:

Printed Name:		Name:

		Its:

State of

County of

Personally appeared , signer of the foregoing instrument, and the of Ventas, Inc., the general partner of Ventas Realty, Limited Partnership, and acknowledged this instrument to be the free act and deed of said corporation on behalf of said limited partnership, before me.



Notary Public, State of


County of

EXHIBIT G

KENTUCKY DEED

G-1

Quitclaim Deed With Limited Warranty

This deed made this day of , 2003, by and between Ventas Realty, Limited Partnership, a Delaware limited partnership (“Grantor”) with an address of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and (“Grantee”) with an address of .

Witnesseth:

That for valuable consideration in the total amount of ($ ) paid in cash, the receipt of which is hereby acknowledged, Grantor does hereby convey, without warranty, except for the limited warranty set forth below, unto Grantee, the following described real estate situated in County, Kentucky, and being more particularly described as follows:

[See Exhibit A attached hereto]

Grantor does hereby warrant to Grantee that, at the time of this conveyance, Grantor owned fee simple title to the subject property free and clear of any mortgage or other lien securing borrowed indebtedness of Grantor.

[Signature Page Follows]

In testimony whereof, witness the signature of Grantor the date and year first above written.


VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership

By:		Ventas, Inc., a Delaware corporation, its general partner


		By:

		Name:

		Title:

State of Kentucky

County of

The foregoing instrument was

acknowledged before me this day

of , 2003.




Notary Public, State of


My commission expires:

Consideration Certificate

We, Ventas Realty, Limited Partnership, Grantor, and , Grantee, do hereby certify, pursuant to KRS Chapter 382, that the above-stated consideration in the amount of $ , is the true, correct and full consideration paid for the property herein conveyed.


State of Kentucky County of	GRANTOR:

	VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership

The foregoing instrument was acknowledged before me this day of , 2003.	By:	Ventas, Inc., a Delaware corporation, its general partner



Notary Public, State of		By:

		Name:

		Title:

My commission expires:


State of Kentucky County of	GRANTEE:

The foregoing instrument was acknowledged before me this day of , 2003.		By:
		Name:
		Its:


Notary Public, State of



My commission expires:

Prepared By:

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.

Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLC

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

(▇▇▇) ▇▇▇-▇▇▇▇

EXHIBIT H

WISCONSIN DEED

H-1

THIS INSTRUMENT PREPARED BY:

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLC

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

AFTER RECORDING, RETURN TO:

QUITCLAIM DEED WITH LIMITED WARRANTY

VENTAS REALTY, LIMITED PARTNERSHIP


		Master Lease No.:

		Facility No.:

		Property Address:





				( County)

________________

STATE BAR OF WISCONSIN FORM 3 – 2000

QUIT CLAIM DEED

Document Number

WITH LIMITED WARRANTY

This Deed, made between Ventas Realty, Limited Partnership, Grantor, and , Grantee.

Grantor quit claims to Grantee with the limited warranty set forth below, the following described real estate in County, State of Wisconsin (if more space is needed, please attach addendum):

[See Exhibit A attached hereto]

Together with all appurtenant rights, title and interests.

Recording Area

Name and Return Address

Date this day of , 2003.

Parcel Identification Number (PIN)


VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership

By:		Ventas, Inc., a Delaware corporation, its general partner

		By:

		Name:

		Title:


ACKNOWLEDGMENT

STATE OF WISCONSIN )
) ss.
County )

Personally came before me this day of , 2003 the above named to me known to be the person who executed the foregoing instrument and acknowledged the same.

Notary Public, State of

My commission expires

EXHIBIT I

FIRPTA AFFIDAVIT

CERTIFICATION OF NONFOREIGN STATUS

Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by Ventas Realty, Limited Partnership (“Seller”), Seller hereby certifies the following:

Seller is a “United States Person” and is not a “foreign person” in accordance with and for the purpose of the provisions of Sections 7701 and 1445 (as may be amended) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.

Seller’s U. S. Employer Identification Number is ▇▇-▇▇▇▇▇▇▇.

Seller’s office address is: c/o Ventas, Inc.

▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

The undersigned understands that this certification may be disclosed to the Internal Revenue Service by transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Dated: , 2003.


VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership

By:		Ventas, Inc.
Its:		Sole General Partner

		By:

		Name:

		Its:

I-1

EXHIBIT J-1

PARTIAL LEASE TERMINATION OF MASTER LEASE NO. 1

J-1-1

MASTER LEASE NO. 1 PARTIAL LEASE TERMINATION AGREEMENT

BY AND AMONG

KINDRED HEALTHCARE, INC.

(f/k/a Vencor, Inc.),

KINDRED HEALTHCARE OPERATING, INC.

(f/k/a Vencor Operating, Inc.),

AND

VENTAS REALTY, LIMITED PARTNERSHIP

MASTER LEASE NO. 1 PARTIAL LEASE TERMINATION AGREEMENT

THIS MASTER LEASE NO. 1 PARTIAL LEASE TERMINATION AGREEMENT (hereinafter this “Agreement” ) is dated as of the day of , 2003, and is by and among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (together with its successors and assigns, “Lessor”), having an office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and KINDRED HEALTHCARE, INC., a Delaware corporation (f/k/a Vencor, Inc.) (“Kindred”), and KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation (f/k/a Vencor Operating, Inc.) (“Operator”; Operator, jointly and severally with Kindred and permitted successors and assignees of Operator and Kindred, “Tenant”), both having an office at ▇▇▇ ▇▇▇▇▇ ▇^▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

RECITALS

A. Lessor and Tenant entered into a certain Amended and Restated Master Lease Agreement No. 1 dated as of April 20, 2001 (as the same may have been or may hereafter be amended, amended and restated, supplemented, modified, severed, renewed, extended or replaced, the “Lease”), demising to Tenant certain properties.

▇. ▇▇▇▇▇▇ and Tenant entered into an Agreement for Sale of Real Estate and Master Lease Amendments dated , 2003 (as the same may have been heretofore amended, amended and restated, supplemented, modified, renewed, extended or replaced, the “Sale/Amendment Agreement”).

C. Pursuant to the Sale/Amendment Agreement, Lessor and Tenant desire to terminate the Lease as it applies to certain of the Leased Properties demised pursuant to the Lease, on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereby agree as follows:

1. Capitalized Terms. All capitalized terms used herein and not defined herein shall have the meaning ascribed thereto in the Lease.

2. Partial Lease Termination. Effective as of the date hereof, the Lease shall terminate with respect to the Leased Properties described on Exhibit A attached to and made a part of this Agreement in accordance with the terms of Section 40.16 of the Lease, and Tenant shall remain obligated to perform all of its indemnification obligations and other liabilities and obligations under the Lease that survive such termination in accordance with the terms of such Section 40.16, Section 24.1 of the Lease and any other applicable provisions of the Lease.

3. Termination Fee. Simultaneously with Lessor’s and Tenant’s entry into this Agreement, Tenant shall pay to Lessor, by wire transfer of immediately available funds to such wire transfer account(s) as Lessor may specify in writing, the sum of Two Million Seven Hundred Sixty Five Thousand Eight Hundred Sixty One and No/100 Dollars ($2,765,861.00)

in consideration of Lessor’s agreement to terminate the Lease as it applies to the Leased Properties referenced in Paragraph 2 above.

4. No Other Amendments. Except as provided in this Agreement, the Lease remains in full force and effect without modification.

5. Successors and Assigns. This Agreement and the covenants and agreements herein contained shall be binding upon and inure to the benefit of Lessor and Tenant and their respective heirs, devisees, successors and assigns.

6. Integrated Agreement; Modifications; Waivers. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior representations, understandings and agreements, whether written or oral. Each of the parties hereto acknowledges that it has not relied upon, in entering into this Agreement, any representation, warranty, promise or condition not specifically set forth in this Agreement. No supplement, modification or waiver of any provision of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

7. Headings and Captions. The headings and captions of the paragraphs of this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement or any provision hereof.

8. Gender and Number. As used in this Agreement, the neuter shall include the feminine and masculine, the singular shall include the plural, and the plural shall include the singular, except where expressly provided to the contrary.

9. Severability. In the event that any paragraph, section, sentence, clause or phrase contained in this Agreement becomes or is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining paragraphs, sections, sentences, clauses or phrases contained in this Agreement shall not be affected thereby.

10. Counterparts. This Agreement and any amendment to 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.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first above written.


TENANT:

KINDRED HEALTHCARE, INC., a Delaware corporation formerly known as Vencor, Inc.

By:

Name:

Title:


TENANT:

KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation formerly known as Vencor Operating, Inc.

By:

Name:

Title:


LESSOR:

VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership

By:	Ventas, Inc., a Delaware corporation, its general partner

	By:

		T. ▇▇▇▇▇▇▇ ▇▇▇▇▇, Executive Vice President, General Counsel and ▇▇▇▇▇▇▇▇▇

▇

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇


▇▇▇▇▇ OF __________________		)
		)
COUNTY OF ________________		)

This day of , 2003, personally came before me , a Notary Public in and for said County and State, , who being by me duly sworn, says that he is the of KINDRED HEALTHCARE, INC., a Delaware corporation, and that the seal affixed to the foregoing instrument in writing is the corporate seal of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said acknowledged the said writing to be the act and deed of said corporation.

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]


STATE OF __________________		)
		)
COUNTY OF ________________		)

This day of , 2003, personally came before me , a Notary Public in and for said County and State, , who being by me duly sworn, says that he is the of KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation, and that the seal affixed to the foregoing instrument in writing is the corporate seal of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said acknowledged the said writing to be the act and deed of said corporation.

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]


STATE OF __________________		)
		)
COUNTY OF ________________		)

This day of , 2003, personally came before me , a Notary Public in and for said County and State, T. ▇▇▇▇▇▇▇ ▇▇▇▇▇, who being by me duly sworn, says that he is the Executive Vice President, General Counsel and Secretary of VENTAS, INC., a Delaware corporation, in its capacity as the general partner of VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership, and that the seal affixed to the foregoing instrument in writing is the corporate seal of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given, in its aforesaid general partner capacity on behalf of the aforesaid limited partnership. And the said Executive Vice President, General Counsel and Secretary acknowledged the said writing to be the act and deed of said corporation, acting in such general partner capacity.

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]

CONSENT

The undersigned hereby consents to the terms of the foregoing instrument.

JPMORGAN CHASE BANK (formerly THE CHASE MANHATTAN BANK, successor by merger to ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK), as administrative agent and Collateral Agent under that certain $120,000,000 credit agreement, dated as of April 20, 2001, as amended, and as administrative agent and Collateral Agent under that certain $300,000,000 credit agreement, dated as of April 20, 2001, as amended



By:

Name:

Title:


STATE OF __________________		)
		)
COUNTY OF ________________		)

This day of , 2003, personally came before me , a Notary Public in and for said County and State, , who being by me duly sworn, says that he is the of JPMORGAN CHASE BANK, a corporation, and that the seal affixed to the foregoing instrument in writing is the corporate seal of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given. And the said acknowledged the said writing to be the act and deed of said corporation.

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]

Exhibit A

Terminated Leased Properties

Master Lease No. 1


1.	Kindred Hospital Minnesota	- MN #4659

2.	Lexington Center for Health & Rehab	- KY #783

3.	Briarwood Health Care Nursing Center	- MA #527

4.	West Roxbury Manor	-MA #538

5.	Family Heritage Med. & Rehab Center	- WI #772

EXHIBIT J-2

PARTIAL LEASE TERMINATION OF MASTER LEASE NO. 2

J-2-1

MASTER LEASE NO. 2 PARTIAL LEASE TERMINATION AGREEMENT

BY AND AMONG

KINDRED HEALTHCARE, INC.

(f/k/a Vencor, Inc.),

KINDRED HEALTHCARE OPERATING, INC.

(f/k/a Vencor Operating, Inc.),

AND

VENTAS REALTY, LIMITED PARTNERSHIP

MASTER LEASE NO. 2 PARTIAL LEASE TERMINATION AGREEMENT

THIS MASTER LEASE NO. 2 PARTIAL LEASE TERMINATION AGREEMENT (hereinafter this “Agreement” ) is dated as of the day of , 2003, and is by and among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (together with its successors and assigns, “Lessor”), having an office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and KINDRED HEALTHCARE, INC., a Delaware corporation (f/k/a Vencor, Inc.) (“Kindred”), and KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation (f/k/a Vencor Operating, Inc.) (“Operator”; Operator, jointly and severally with Kindred and permitted successors and assignees of Operator and Kindred, “Tenant”), both having an office at ▇▇▇ ▇▇▇▇▇ ▇^▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

RECITALS

A. Lessor and Tenant entered into a certain Amended and Restated Master Lease Agreement No. 2 dated as of April 20, 2001 (as the same may have been or may hereafter be amended, amended and restated, supplemented, modified, severed, renewed, extended or replaced, the “Lease”), demising to Tenant certain properties.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereby agree as follows:

1. Capitalized Terms. All capitalized terms used herein and not defined herein shall have the meaning ascribed thereto in the Lease.

3. Termination Fee. Simultaneously with Lessor’s and Tenant’s entry into this Agreement, Tenant shall pay to Lessor, by wire transfer of immediately available funds to such wire transfer account(s) as Lessor may specify in writing, the sum of One Million Nine Hundred Thirty Eight Thousand Nine Hundred Thirty Eight and No/100 Dollars

($1,938,938.00) in consideration of Lessor’s agreement to terminate the Lease as it applies to the Leased Properties referenced in Paragraph 2 above.

4. No Other Amendments. Except as provided in this Agreement, the Lease remains in full force and effect without modification.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first above written.


TENANT:

KINDRED HEALTHCARE, INC., a Delaware corporation formerly known as Vencor, Inc.

By:

Name:

Title:


TENANT:

KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation formerly known as Vencor Operating, Inc.

By:

Name:

Title:


LESSOR:

VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership

By:	Ventas, Inc., a Delaware corporation, its general partner

	By:

		T. ▇▇▇▇▇▇▇ ▇▇▇▇▇, Executive Vice President, General Counsel and ▇▇▇▇▇▇▇▇▇

▇

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇


▇▇▇▇▇ OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]


STATE OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]


STATE OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]

CONSENT

The undersigned hereby consents to the terms of the foregoing instrument.



By:

Name:

Title:


STATE OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]

Exhibit A

Terminated Leased Properties

Master Lease ▇▇. ▇



▇.	▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇	- ▇▇ #▇▇▇

2.	▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇	- ▇▇ #▇▇▇▇

3.	Kindred Hospital Metro Detroit	- MI #4677

EXHIBIT J-3

PARTIAL LEASE TERMINATION OF MASTER LEASE NO. 4

J-3-1

MASTER LEASE NO. 4 PARTIAL LEASE TERMINATION AGREEMENT

BY AND AMONG

KINDRED HEALTHCARE, INC.

(f/k/a Vencor, Inc.),

KINDRED HEALTHCARE OPERATING, INC.

(f/k/a Vencor Operating, Inc.),

AND

VENTAS REALTY, LIMITED PARTNERSHIP

MASTER LEASE NO. 4 PARTIAL LEASE TERMINATION AGREEMENT

THIS MASTER LEASE NO. 4 PARTIAL LEASE TERMINATION AGREEMENT (hereinafter this “Agreement” ) is dated as of the day of , 2003, and is by and among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (together with its successors and assigns, “Lessor”), having an office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and KINDRED HEALTHCARE, INC., a Delaware corporation (f/k/a Vencor, Inc.) (“Kindred”), and KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation (f/k/a Vencor Operating, Inc.) (“Operator”; Operator, jointly and severally with Kindred and permitted successors and assignees of Operator and Kindred, “Tenant”), both having an office at ▇▇▇ ▇▇▇▇▇ ▇^▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

RECITALS

A. Lessor and Tenant entered into a certain Amended and Restated Master Lease Agreement No. 4 dated as of April 20, 2001 (as the same may have been or may hereafter be amended, amended and restated, supplemented, modified, severed, renewed, extended or replaced, the “Lease”), demising to Tenant certain properties.

C. Pursuant to the Sale/Amendment Agreement, Lessor and Tenant desire to terminate the Lease as it applies to a certain Leased Property demised pursuant to the Lease, on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereby agree as follows:

1. Capitalized Terms. All capitalized terms used herein and not defined herein shall have the meaning ascribed thereto in the Lease.

2. Partial Lease Termination. Effective as of the date hereof, the Lease shall terminate with respect to the Leased Property described on Exhibit A attached to and made a part of this Agreement in accordance with the terms of Section 40.16 of the Lease, and Tenant shall remain obligated to perform all of its indemnification obligations and other liabilities and obligations under the Lease that survive such termination in accordance with the terms of such Section 40.16, Section 24.1 of the Lease and any other applicable provisions of the Lease.

3. Termination Fee. Simultaneously with Lessor’s and Tenant’s entry into this Agreement, Tenant shall pay to Lessor, by wire transfer of immediately available funds to such wire transfer account(s) as Lessor may specify in writing, the sum of Seven Hundred Nineteen Thousand Nine Hundred Sixty Nine and No/100 Dollars ($719,969.00) in

consideration of Lessor’s agreement to terminate the Lease as it applies to the Leased Property referenced in Paragraph 2 above.

4. No Other Amendments. Except as provided in this Agreement, the Lease remains in full force and effect without modification.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first above written.


TENANT: KINDRED HEALTHCARE, INC., a Delaware corporation formerly known as Vencor, Inc.

By:

Name:

Title:


TENANT: KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation formerly known as Vencor Operating, Inc.

By:

Name:

Title:



LESSOR: VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership

By:	Ventas, Inc., a Delaware corporation, its general partner

	By:

		T. ▇▇▇▇▇▇▇ ▇▇▇▇▇, Executive Vice President, General Counsel and ▇▇▇▇▇▇▇▇▇

▇

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇


▇▇▇▇▇ OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.





Notary Public

My Commission Expires:





[Notarial Stamp/Seal]


STATE OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.





Notary Public


My Commission Expires:



[Notarial Stamp/Seal]


STATE OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.





Notary Public

My Commission Expires:

[Notarial Stamp/Seal]

CONSENT

The undersigned hereby consents to the terms of the foregoing instrument.



By:

Name:

Title:


STATE OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]

Exhibit A

Terminated Leased Property

Master Lease No. 4


Star of ▇▇▇▇▇ Nursing & Rehab/Alzheimer’s Center		- MA #523

EXHIBIT J-4

PARTIAL LEASE TERMINATION OF CMBS MASTER LEASE

J-4-1

CMBS MASTER LEASE PARTIAL LEASE TERMINATION AGREEMENT

BY AND AMONG

KINDRED HEALTHCARE, INC.

(f/k/a Vencor, Inc.),

KINDRED HEALTHCARE OPERATING, INC.

(f/k/a Vencor Operating, Inc.),

AND

VENTAS FINANCE I, LLC

CMBS MASTER LEASE PARTIAL LEASE TERMINATION AGREEMENT

THIS CMBS MASTER LEASE PARTIAL LEASE TERMINATION AGREEMENT (hereinafter this “Agreement” ) is dated as of the day of , 2003, and is by and among VENTAS FINANCE I, LLC, a Delaware limited liability company (together with its successors and assigns, “Lessor”), having an office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and KINDRED HEALTHCARE, INC., a Delaware corporation (f/k/a Vencor, Inc.) (“Kindred”), and KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation (f/k/a Vencor Operating, Inc.) (“Operator”; Operator, jointly and severally with Kindred and permitted successors and assignees of Operator and Kindred, “Tenant”), both having an office at ▇▇▇ ▇▇▇▇▇ ▇^▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

RECITALS

A. Ventas Realty, Limited Partnership, a Delaware limited partnership (“VRLP”), and Tenant entered into a certain Master Lease Agreement dated as of December 12, 2001 (as the same may have been or may hereafter be amended, amended and restated, supplemented, modified, severed, renewed, extended or replaced, the “Lease”), demising to Tenant certain properties.

B. VRLP assigned all of its right, title, and interest in and to the Lease to Lessor pursuant to that certain Assignment and Assumption Agreement (CMBS Master Lease) dated as of December 12, 2001.

C. VRLP and Tenant entered into an Agreement for Sale of Real Estate and Master Lease Amendments dated , 2003, with respect to, among other things, the conveyance of the Leased Property identified on Exhibit A attached hereto and made a part hereof.

▇. ▇▇▇▇▇▇ and Tenant desire to terminate the Lease, as it applies to a certain Leased Property demised pursuant to the Lease, on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereby agree as follows:

1. Capitalized Terms. All capitalized terms used herein and not defined herein shall have the meaning ascribed thereto in the Lease.

3. Termination Fee. Simultaneously with Lessor’s and Tenant’s entry into this Agreement, Tenant shall pay to Lessor, by wire transfer of immediately available funds to such wire transfer account(s) as Lessor may specify in writing, the sum of Five Hundred Seventy Five Thousand Two Hundred Thirty Two and No/100 Dollars ($575,232.00) in consideration of Lessor’s agreement to terminate the Lease as it applies to the Leased Property referenced in Paragraph 2 above.

4. No Other Amendments. Except as provided in this Agreement, the Lease remains in full force and effect without modification.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first above written.


TENANT: KINDRED HEALTHCARE, INC., a Delaware corporation formerly known as Vencor, Inc.

By:

Name:

Title:


TENANT: KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation formerly known as Vencor Operating, Inc.

By:

Name:

Title:



LESSOR: VENTAS FINANCE I, LLC, a Delaware limited liability company

By:	Ventas Finance I, Inc., its sole member

	By:

		T. ▇▇▇▇▇▇▇ ▇▇▇▇▇, Executive Vice President, General Counsel and ▇▇▇▇▇▇▇▇▇

▇

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇


▇▇▇▇▇ OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]


STATE OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]


STATE OF __________________		)
		)
COUNTY OF ________________		)

This day of , 2003, personally came before me , a Notary Public in and for said County and State, T. ▇▇▇▇▇▇▇ ▇▇▇▇▇, who being by me duly sworn, says that he is the Executive Vice President, General Counsel and Secretary of VENTAS FINANCE I, INC., a Delaware corporation, in its capacity as the sole member of VENTAS FINANCE I, LLC, a Delaware limited liability company, and that the seal affixed to the foregoing instrument in writing is the corporate seal of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given, in its aforesaid sole member capacity on behalf of the aforesaid limited liability company. And the said Executive Vice President, General Counsel and Secretary acknowledged the said writing to be the act and deed of said corporation, acting in such sole member capacity.

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]

CONSENT

The undersigned hereby consents to the terms of the foregoing instrument.



By:

Name:

Title:


STATE OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]

Exhibit A

Terminated Leased Property


▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇		- ▇▇ #▇▇▇

EXHIBIT K

MOL TERMINATION

[To be revised for Westridge to reflect Ventas Finance I, LLC as Lessor]

TERMINATION OF MEMORANDUM OF LEASE

BY AND AMONG

KINDRED HEALTHCARE, INC.

(f/k/a Vencor Healthcare, Inc.),

KINDRED HEALTHCARE OPERATING, INC.

(f/k/a Vencor Operating, Inc.),

AND

VENTAS REALTY, LIMITED PARTNERSHIP


		Facility No.:

		Property Address:

K-1

TERMINATION OF MEMORANDUM OF LEASE

THIS TERMINATION OF MEMORANDUM OF LEASE (hereinafter this “Termination”) is to be effective as of the day of , 2003 (the “Effective Date”), and is by and among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (“VRLP”) having an office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, KINDRED HEALTHCARE, INC., a Delaware corporation (f/k/a Vencor Healthcare, Inc.) (“Kindred”), and KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation (f/k/a Vencor Operating, Inc.) (“Operator”; Operator, jointly and severally with Kindred and permitted successors and assignees of Operator and Kindred, “Tenant”), both having an office at ▇▇▇ ▇▇▇▇▇ ▇^▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

RECITALS

A. VRLP and Tenant are parties to that certain Amended and Restated Master Lease Agreement No. __ dated as of April 20, 2001 (the “Lease”) demising to Tenant (i) the real property described on Exhibit A attached hereto and made a part hereof, together with the improvements thereon (the “Premises”), and (ii) multiple other properties.

B. A Memorandum of Lease relating to the Lease as it affects the Premises was heretofore filed for record on , in , , among the land records of County, [State] (the “Memorandum”).

C. The Lease has been terminated with respect to the Premises, and Lessor and Tenant accordingly desire to have the Memorandum terminated and released of record.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereby agree as follows:

1.	Lessor and Tenant hereby terminate and release the Memorandum.

2.	This Termination is being executed and recorded solely to give notice that the Lease has been terminated with respect to the Premises, and to terminate the Memorandum and release said Memorandum of record.

3.	This Termination 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.

[Signature Page Follows]

K-2

IN WITNESS WHEREOF, the parties hereto have executed these presents with an intended effective date of , 2003.


Signed, sealed and delivered in the presence of:				TENANT:

Witness signature				KINDRED HEALTHCARE, INC., a Delaware corporation formerly known as Vencor Healthcare, Inc.

				By:

Printed name				Name:

				Title:

Witness signature


Printed name


Signed, sealed and delivered in the presence of:				TENANT:

Witness signature				KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation formerly known as Vencor Operating, Inc.

				By:

Printed name				Name:

				Title:

Witness signature


Printed name


Signed, sealed and delivered in the presence of:	VRLP:

Witness signature	VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership

	By:	Ventas, Inc., a Delaware corporation, its general partner

Printed name

	By:

Witness signature	Name:

	Title:



Printed name

K-3

Acknowledgments


STATE OF ___________________		)
		)
COUNTY OF _________________		)

The foregoing instrument was acknowledged before me this day of , 2003, by , as of KINDRED HEALTHCARE, INC., a Delaware corporation, on behalf of the corporation, and an oath was not taken.

(Check one): ¨ said person(s) is/are personally known to me. ¨ said person(s) provided the following type of identification:

My commission expires: .

Notary Public

[Seal]


STATE OF ___________________		)
		)
COUNTY OF _________________		)

The foregoing instrument was acknowledged before me this day of , 2003, by , as of KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation, on behalf of the corporation, and an oath was not taken.

(Check one): ¨ said person(s) is/are personally known to me. ¨ said person(s) provided the following type of identification:

My commission expires: .

Notary Public

[Seal]

K-4


STATE OF ___________________		)
		)
COUNTY OF _________________		)

The foregoing instrument was acknowledged before me on , 2003, by , of VENTAS, INC., a Delaware corporation, in its capacity as the general partner of VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership, on behalf of the corporation, in its capacity as the general partner on behalf of the aforesaid limited partnership and an oath was not taken.

(Check one): ¨ said person(s) is/are personally known to me. ¨ said person(s) provided the following type of identification:

My commission expires: .

Notary Public

[Seal]

K-5

EXHIBIT A TO TERMINATION

The Premises

K-6

EXHIBIT L-1

AMENDMENT OF MASTER LEASE NO. 1

L-1-1

MASTER LEASE NO. 1 AMENDMENT AGREEMENT

BY AND AMONG

KINDRED HEALTHCARE, INC.

(f/k/a Vencor, Inc.),

KINDRED HEALTHCARE OPERATING, INC.

(f/k/a Vencor Operating, Inc.),

AND

VENTAS REALTY, LIMITED PARTNERSHIP

MASTER LEASE NO. 1 AMENDMENT AGREEMENT

THIS MASTER LEASE NO. 1 AMENDMENT AGREEMENT (hereinafter this “Agreement” ) is dated as of the day of , 2003, and is by and among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (together with its successors and assigns, “Lessor”), having an office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and KINDRED HEALTHCARE, INC., a Delaware corporation (f/k/a Vencor, Inc.) (“Kindred”), and KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation (f/k/a Vencor Operating, Inc.) (“Operator”; Operator, jointly and severally with Kindred and permitted successors and assignees of Operator and Kindred, “Tenant”), both having an office at ▇▇▇ ▇▇▇▇▇ ▇^▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

RECITALS

C. Immediately prior hereto and pursuant to the Sale/Amendment Agreement, Lessor and Tenant entered into a certain Master Lease No. 1 Partial Lease Termination Agreement bearing even date herewith (the “Partial Lease Termination”), pursuant to which the Lease was terminated as it applied to certain properties.

▇. ▇▇▇▇▇▇ and Tenant desire to amend the Lease as it applies to the remaining Leased Properties, after the aforesaid termination, on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereby agree as follows:

1. Capitalized Terms. All capitalized terms used herein and not defined herein shall have the meaning ascribed thereto in the Lease.

2. Base Rent and Current Rent Amendments. Relative to the definitions of “Base Rent” and “Current Rent” contained in Section 2.1 of the Lease, Lessor and Tenant agree that the Base Rent and Current Rent for the Leased Properties remaining under the Lease after the termination referenced in the Partial Lease Termination shall, for the period from [Insert date immediately following the Closing Date under the Sale/Amendment Agreement], 2003

through April 30, 2004, be equal to Forty Seven Million One Hundred One Thousand Sixty Two and 41/100 Dollars ($47,101,062.41) per annum, and, for Rent Calculation Years thereafter, Base Rent and Current Rent shall be determined as set forth in subsection (d) of the definition of “Base Rent” or subsection (b) of the definition of “Current Rent”, as applicable, contained in such Section 2.1, in each case subject to the provisions of such definitions relative to the Reset Option and to the provisions of Article XIX relative to the amount of the Base Rent and Current Rent during Extended Terms.

3. New Section 40.18.1. Section 40.18.1 of the Lease is hereby deleted in its entirety and replaced with the following:

“Section 40.18.1 If this Lease is combined pursuant to Section 40.18 with any other lease of any Master Lease Leased Property(ies), and this Lease is the Section 40.18 Lease, each Master Lease Leased Property included in the Second Lease shall, following such combination, be a part of, and re-join, the Renewal Group of the same number as was applicable to such Master Lease Leased Property as of [Insert Closing Date under Sale/Amendment Agreement], as set forth as of such date in Exhibit D to this Lease. Notwithstanding the foregoing, if this Lease is combined pursuant to Section 40.18 with that certain Master Lease Agreement dated as of December 12, 2001 between Ventas Finance I, LLC, as successor to Ventas Realty, Limited Partnership, and Tenant, and this Lease is the Section 40.18 Lease, each Master Lease Leased Property included in such Second Lease shall, following such combination, be a part of, and re-join, the Renewal Group of the same number as was originally applicable to such Master Lease Leased Property as of April 20, 2001, as set forth as of such date in Exhibit D to this Lease; provided that, if such original Renewal Group no longer exists as of the date of such combination due to the combination of such Renewal Group with another Renewal Group, then such Master Lease Leased Property shall be a part of, and join, the Renewal Group into which such original Renewal Group was combined.

4. New Exhibit C. Effective as of [Insert date immediately following the Closing Dated under the Sale/Amendment Agreement], Exhibit C to the Lease shall be amended and restated in its entirety to read as set forth in Attachment 1 to this Agreement.

5. New Exhibit D. Exhibit D to the Lease is hereby amended and restated in its entirety to read as set forth in Attachment 2 to this Agreement.

6. No Other Amendments. Except as provided in this Agreement, the Lease remains in full force and effect without modification.

7. Successors and Assigns. This Agreement and the covenants and agreements herein contained shall be binding upon and inure to the benefit of Lessor and Tenant and their respective heirs, devisees, successors and assigns.

8. Integrated Agreement; Modifications; Waivers. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior representations, understandings and agreements, whether written or oral, with respect to such subject matter. Each of the parties hereto acknowledges that it has not relied upon, in entering into this Agreement, any representation, warranty, promise or condition not specifically set forth in this Agreement. No supplement, modification or waiver of any provision of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

9. Headings and Captions. The headings and captions of the paragraphs of this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement or any provision hereof.

10. Gender and Number. As used in this Agreement, the neuter shall include the feminine and masculine, the singular shall include the plural, and the plural shall include the singular, except where expressly provided to the contrary.

11. Severability. In the event that any paragraph, section, sentence, clause or phrase contained in this Agreement becomes or is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining paragraphs, sections, sentences, clauses or phrases contained in this Agreement shall not be affected thereby.

12. Counterparts. This Agreement and any amendment to 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.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first above written.


TENANT:

KINDRED HEALTHCARE, INC., a Delaware corporation formerly known as Vencor, Inc.

By:

Name:

Title:


TENANT:

KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation formerly known as Vencor Operating, Inc.

By:

Name:

Title:


LESSOR:

VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership

By:	Ventas, Inc., a Delaware corporation, its general partner

	By:

		T. ▇▇▇▇▇▇▇ ▇▇▇▇▇, Executive Vice President, General Counsel and ▇▇▇▇▇▇▇▇▇

▇

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇


▇▇▇▇▇ OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]


STATE OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]


STATE OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]

CONSENT

The undersigned hereby consents to the terms of the foregoing instrument.



By:

Name:

Title:


STATE OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]

ATTACHMENT 1

Exhibit C

Allocation Schedule – Applicable Transferred Property Percentages


Facility ID	Facility Name	Base Rent Commencing July 1, 2003	Percentage of Master Lease Commencing [Insert date immediately following the Closing Date under the Sale/Amendment Agreement]
114	Arden Rehab & Healthcare Center	506,191.44	1.0747	%
127	Northwest Continuum Care Center	464,995.61	0.9872	%
132	Madison Healthcare & Rehab Center	360,274.48	0.7649	%
140	Wasatch Care Center	371,987.25	0.7898	%
185	Heritage Health & Rehab Center	38,917.11	0.0826	%
191	Silas Creek Manor	508,544.73	1.0797	%
▇▇▇	▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇	825,796.54	1.7532	%
218	Cascade Rehab & Care Center	329,594.66	0.6998	%
▇▇▇	▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ & Nursing Center	356,064.36	0.7560	%
409	Mountain Valley Care & Rehab	295,028.28	0.6264	%
▇▇▇	▇▇▇▇ ▇▇▇▇▇ Health Care Center	923,956.89	1.9616	%
▇▇▇	▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇	339,101.98	0.7199	%
436	Valley Healthcare & Rehab Center	390,648.08	0.8294	%
441	Mountain Towers Healthcare & Rehab	212,106.96	0.4503	%
452	Sunnyside Care Center	233,668.94	0.4961	%
462	▇▇▇▇▇ ▇▇▇▇ Healthcare	596,850.79	1.2672	%
▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ & Nursing Center	1,059,194.88	2.2488	%
516	Hammersmith House Nursing Care Center	154,800.30	0.3287	%
518	Timberlyn Heights Nursing & Alzheimer’s Center	426,290.67	0.9051	%
525	La Veta Healthcare Center	445,393.79	0.9456	%
550	Norway Rehab & Living Center	176,705.55	0.3752	%
▇▇▇	▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Nursing Center	299,480.13	0.6358	%
▇▇▇	▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ & Nursing Center	178,300.69	0.3785	%
558	Fieldcrest Manor Nursing Home	213,444.98	0.4532	%
562	▇▇▇▇▇▇ ▇▇▇▇▇ Healthcare	370,186.85	0.7859	%
567	Nutmeg Pavilion Healthcare	546,789.98	1.1609	%
▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇ Nursing & Rehab Center	384,626.52	0.8166	%
582	Colony House Nursing & Rehab Center	351,106.91	0.7454	%
640	Las Vegas Healthcare & Rehab Center	381,700.18	0.8104	%
738	Bay View Nursing & Rehab Center	276,327.97	0.5867	%
742	Sonoran Rehab & Care Center	332,158.57	0.7052	%


Facility ID	Facility Name	Base Rent Commencing July 1, 2003	Percentage of Master Lease Commencing [Insert date immediately following the Closing Date under the Sale/Amendment Agreement]
745	Aurora Care Center	565,721.90	1.2011	%
767	Colony Oaks Care Center	318,298.47	0.6758	%
▇▇▇	▇▇▇▇▇ ▇▇▇▇▇ Med. & Rehab Center	677,766.45	1.4390	%
▇▇▇	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇	430,744.96	0.9145	%
▇▇▇	▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ for Health & Rehab	670,977.51	1.4245	%
▇▇▇	▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ & Healthcare Center	244,502.00	0.5191	%
868	Lebanon County Manor	278,481.10	0.5912	%
4602	Kindred Hospital So. Florida Coral Gables Campus	796,042.86	1.6901	%
▇▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇	1,077,710.11	2.2881	%
4619	Kindred Hospital Pittsburgh	1,366,997.92	2.9023	%
4620	LaGrange Community Hospital	572,401.51	1.2153	%
4628	Kindred Hospital Chattanooga	818,603.37	1.7380	%
4633	Kindred Hospital Louisville	3,265,349.87	6.9326	%
▇▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Campus	5,762,820.31	12.2350	%
4638	Kindred Hospital Indianapolis	1,830,265.32	3.8858	%
▇▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇	3,335,504.01	7.0816	%
4656	Kindred Hospital Phoenix	865,391.60	1.8373	%
4680	Kindred Hospital St. Louis	1,031,494.16	2.1900	%
4690	Kindred Hospital Chicago Northlake Campus	1,765,941.31	3.7493	%
4693	Menlo Park Surgical Hospital	749,303.03	1.5908	%
▇▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇	1,660,901.98	3.5263	%
4842	Kindred Hospital Westminster	4,775,210.52	10.1382	%
4848	Kindred Hospital San Diego	1,890,396.07	4.0135	%

	Total	47,101,062.41	100.0000	%

ATTACHMENT 2

EXHIBIT D

Renewal Groups

Master Lease #1

Facility ID

Name

City

State

Lease Expiration

Date

Renewal
Group
Number

4822

Kindred Hospital - San Francisco Bay Area

San Leandro

April 30, 2008

4618

Kindred Hospital - Oklahoma City

Oklahoma City

April 30, 2008

779

Westview Nursing & Rehab. Center

Bedford

April 30, 2008

▇▇▇

▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇.

▇▇▇▇▇▇▇▇▇▇

▇▇

April 30, 2008

577

▇▇▇▇▇▇▇ Park Nursing & Rehab. Ctr.

Columbus

April 30, 2008

132

Madison Healthcare & Rehab. Ctr.

Madison

April 30, 2008

4619

Kindred Hospital – Pittsburgh

Oakdale

April 30, 2008

▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇

▇▇

April 30, 2008

507

Country Manor Rehab. & Nsg. Center

Newburyport

April 30, 2008

582

Colony House Nsg. & Rehab. Ctr.

Abington

April 30, 2008

Facility ID

Name

City

State

Lease Expiration

Date

Renewal
Group
Number

550

Norway Rehabilitation & Living Center

Norway

April 30, 2008

558

Fieldcrest Manor Nursing Home

Waldoboro

April 30, 2008

▇▇▇

▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇. & ▇▇▇▇▇▇▇▇▇▇ ▇▇▇.

▇▇▇▇▇▇ ▇▇▇▇

▇▇

April 30, 2008

▇▇▇

▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇

▇▇

April 30, 2008

▇▇▇▇

▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇

▇▇

April 30, 2008

4842

Kindred Hospital – Westminster

Westminster

April 30, 2008

▇▇▇

▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇

▇▇

April 30, 2008

▇▇▇

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇▇

▇▇

April 30, 2008

▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇

▇▇

April 30, 2008

114

Arden Rehabilitation & Healthcare Ctr.

Seattle

April 30, 2008

4638

Kindred Hospital – Indianapolis

Indianapolis

April 30, 2013

▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇. ▇▇▇▇▇▇

▇▇▇▇▇▇

▇▇

April 30, 2013

▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇

▇▇

April 30, 2013

▇▇▇

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇. ▇▇▇▇▇▇

▇▇▇▇▇▇▇

▇▇

April 30, 2013

640

Las Vegas Healthcare & Rehab. Ctr.

Las Vegas

April 30, 2013

Facility ID

Name

City

State

Lease Expiration

Date

Renewal
Group
Number

▇▇▇

▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇

▇▇

April 30, 2013

4633

Kindred Hospital – Louisville

Louisville

April 30, 2013

▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇ Rehab. & Nursing Ctr.

Jamaica Plain

April 30, 2013

552

Shore Village Rehab. & Nursing Ctr.

Rockland

April 30, 2013

555

Brentwood Rehab. & Nsg. Center

Yarmouth

April 30, 2013

4620

Kindred Hospital – LaGrange

LaGrange

April 30, 2010

▇▇▇

▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇-▇▇▇▇▇

▇▇

April 30, 2010

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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇

▇▇

April 30, 2010

4602

Vencor Hospital - Coral Gables

Coral Gables

April 30, 2010

4652

Kindred Hospital - North Florida

Green Cove Spr.

April 30, 2010

567

Nutmeg Pavilion Healthcare

New London

April 30, 2010

▇▇▇

▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇. ▇▇▇▇ ▇▇▇.

▇▇▇▇▇▇

▇▇

April 30, 2010

518

Timberlyn Heights Nsg. & Alz. Ctr.

Great Barrington

April 30, 2010

4656

Kindred Hospital – Phoenix

Phoenix

April 30, 2010

4848

Kindred Hospital - San Diego

San Diego

April 30, 2010

Facility ID

Name

City

State

Lease Expiration

Date

Renewal
Group
Number

745

Aurora Care Center

Aurora

April 30, 2010

▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇

▇▇

April 30, 2010

409

Mountain Valley Care and Rehab.

▇▇▇▇▇▇▇

April 30, 2010

433

Parkview Acres Care & Rehab Ctr.

▇▇▇▇▇▇

April 30, 2010

441

Mountain Towers Healthcare & Rehab

Cheyenne

April 30, 2010

▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇. ▇▇▇▇▇

▇▇. ▇▇▇▇▇

▇▇

April 30, 2010

4628

Kindred Hospital – Chattanooga

Chattanooga

April 30, 2010

198

▇▇▇▇▇▇▇▇▇▇ House Nsg. & Rehab. Ctr.

Walpole

April 30, 2010

4690

Kindred Hospital - Chicago (Northlake Campus)

Northlake

April 30, 2010

4637

Kindred Hospital – Chicago North

Chicago

April 30, 2010

452

Sunnyside Care Center

Salem

April 30, 2010

▇▇▇

▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇

▇▇

April 30, 2010

185

Heritage Health & Rehab. Center

Vancouver

April 30, 2010

▇▇▇

▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇. & ▇▇▇▇▇. ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇

▇▇

April 30, 2010

EXHIBIT L-2

AMENDMENT OF MASTER LEASE NO. 2

L-2-1

MASTER LEASE NO. 2 AMENDMENT AGREEMENT

BY AND AMONG

KINDRED HEALTHCARE, INC.

(f/k/a Vencor, Inc.),

KINDRED HEALTHCARE OPERATING, INC.

(f/k/a Vencor Operating, Inc.),

AND

VENTAS REALTY, LIMITED PARTNERSHIP

MASTER LEASE NO. 2 AMENDMENT AGREEMENT

THIS MASTER LEASE NO. 2 AMENDMENT AGREEMENT (hereinafter this “Agreement” ) is dated as of the day of , 2003, and is by and among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (together with its successors and assigns, “Lessor”), having an office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and KINDRED HEALTHCARE, INC., a Delaware corporation (f/k/a Vencor, Inc.) (“Kindred”), and KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation (f/k/a Vencor Operating, Inc.) (“Operator”; Operator, jointly and severally with Kindred and permitted successors and assignees of Operator and Kindred, “Tenant”), both having an office at ▇▇▇ ▇▇▇▇▇ ▇^▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

RECITALS

▇. ▇▇▇▇▇▇ and Tenant entered into an Agreement for Sale of Real Estate and Master Lease Amendments dated ___________, 2003 (as the same may have been heretofore amended, amended and restated, supplemented, modified, renewed, extended or replaced, the “Sale/Amendment Agreement”).

C. Immediately prior hereto and pursuant to the Sale/Amendment Agreement, Lessor and Tenant entered into a certain Master Lease No. 2 Partial Lease Termination Agreement bearing even date herewith (the “Partial Lease Termination”), pursuant to which the Lease was terminated as it applied to certain properties.

▇. ▇▇▇▇▇▇ and Tenant desire to amend the Lease as it applies to the remaining Leased Properties, after the aforesaid termination, on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereby agree as follows:

1. Capitalized Terms. All capitalized terms used herein and not defined herein shall have the meaning ascribed thereto in the Lease.

through April 30, 2004, be equal to Forty Million Six Hundred One Thousand Five Hundred Fifty Two and 86/100 Dollars ($40,601,552.86) per annum, and, for Rent Calculation Years thereafter, Base Rent and Current Rent shall be determined as set forth in subsection (d) of the definition of “Base Rent” or subsection (b) of the definition of “Current Rent”, as applicable, contained in such Section 2.1, in each case subject to the provisions of such definitions relative to the Reset Option and to the provisions of Article XIX relative to the amount of the Base Rent and Current Rent during Extended Terms.

3. New Exhibit C. Effective as of [Insert date immediately following the Closing Date under the Sale/Amendment Agreement], Exhibit C to the Lease shall be amended and restated in its entirety to read as set forth in Attachment 1 to this Agreement.

4. New Exhibit D. Exhibit D to the Lease is hereby amended and restated in its entirety to read as set forth in Attachment 2 to this Agreement.

5. Exhibit A Amendments. Tenant and Lessor hereby further amend the Lease in the manner provided in Exhibit A attached hereto and made a part hereof.

6. No Other Amendments. Except as provided in this Agreement, the Lease remains in full force and effect without modification.

11. Severability. In the event that any paragraph, section, sentence, clause or phrase contained in this Agreement becomes or is held by any court of competent jurisdiction

to be illegal, null or void or against public policy, the remaining paragraphs, sections, sentences, clauses or phrases contained in this Agreement shall not be affected thereby.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first above written.


TENANT:

KINDRED HEALTHCARE, INC., a Delaware corporation formerly known as Vencor, Inc.

By:

Name:

Title:


TENANT:

KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation formerly known as Vencor Operating, Inc.

By:

Name:

Title:


LESSOR:

VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership

By:	Ventas, Inc., a Delaware corporation, its general partner

	By:

		T. ▇▇▇▇▇▇▇ ▇▇▇▇▇, Executive Vice President, General Counsel and ▇▇▇▇▇▇▇▇▇

▇

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇


▇▇▇▇▇ OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]


STATE OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]


STATE OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]

CONSENT

The undersigned hereby consents to the terms of the foregoing instrument.



By:

Name:

Title:


STATE OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]

Exhibit A

Additional Amendments to Lease

Lessor and Tenant hereby further amend the Lease in the following respects:

(a)	Section 1.3.5 of the Lease is hereby amended by deleting therefrom the reference to “Lessor” and substituting in its place a reference to “Ventas, Inc.”.

(b)

The definition of “Master Lease Leased Properties” contained in Section 2.1 of the Lease is hereby amended and restated in its entirety as follows: ““Master Lease Leased Properties”: The Leased Properties under Amended and Restated Master Lease Agreement No. 2 dated as of the Effective Date and entered into by Ventas Realty, Limited Partnership and Tenant, exclusive of any Leased Properties that, pursuant to Section 40.17 below or the corresponding section of such Amended and Restated Master Lease Agreement No. 2 or of any New Lease derived, directly or indirectly, therefrom, are transferred into a New Master Lease in accordance with the requirements of any such Section 40.17.”

(c)	The definition of “Medicaid” contained in Section 2.1 of the Lease is hereby amended by deleting therefrom the reference to “XVIII” and substituting in its place a reference to “XIX”.

(d)	The definition of “Tax Refund Escrow Agreement” contained in Section 2.1 of the Lease is hereby amended by deleting therefrom the reference to “Lessor” and substituting in its place a reference to “Ventas Realty, Limited Partnership.”

(e)	The penultimate sentence of Section 6.2 of the Lease is hereby amended by deleting therefrom the words “disposed of in accordance” and substituting in their place the words “dispose of the same in accordance”.

(f)

The second sentence of Section 22.1 of the Lease is hereby amended and restated in its entirety as follows: “Lessor has heretofore approved the Leasehold Mortgages dated April 20, 2001 securing the Tenant Senior Secured Notes and the Exit Financing, provided that such approval shall not constitute an agreement by Lessor to be bound by the terms of any such Leasehold Mortgage.”

(g)

The last sentence of Section 25.1.11 of the Lease is hereby amended and restated in its entirety as follows: “To the extent that any of the Master Lease Leased Properties are the subject of a New Lease derived, directly or indirectly, from Amended and Restated Master Lease Agreement No. 2, Tenant shall continue to have the right to assign or sublet such Master Lease Leased Properties upon compliance with this Section 25.1.11 or the corresponding section of such New Lease, as applicable, but such right to assign or sublet, whether under Section 25.1.11 of Amended and Restated Master Lease Agreement No. 2 or the

corresponding section of any and all New Leases derived, directly or indirectly, from Amended and Restated Master Lease Agreement No. 2, shall never exceed ten percent (10%) in the aggregate of the nursing centers included within the Master Lease Leased Properties or two (2) hospitals included within the Master Lease Leased Properties.”

(h)

Article XXVI of the Lease is hereby amended by adding thereto the following new Section 26.4: “Section 26.4 Non-Ventas Lessors. Notwithstanding anything to the contrary contained in this Article XXVI, if and for so long as the lessor under this Lease is not a Ventas Lessor, Tenant (a) shall not be required under this Lease to provide to such non-Ventas Lessor Facility-specific information related to Facilities or Leased Properties which are not included in this Lease, (b) shall exclude from consolidated facility information that is required under Section 26.1 of this Lease facility information which relates to Facilities or Leased Properties not included in this Lease, and (c) shall continue to be required to provide information relative to Tenant, as opposed to Leased Properties and Facilities, on the same basis as such information is provided to a Ventas Lessor.”

(i)	Section 36.1.1 of the Lease is hereby amended by deleting therefrom the reference to “general partner” and substituting in its place a reference to “Affiliate.”

(j)	Section 40.14(i)(D) of the Lease is hereby amended by deleting therefrom the reference to “Lessor” and substituting in its place a reference to “Ventas, Inc. or Lessor.”

(k)

Section 40.15(a)(xi) of the Lease is hereby amended and restated in its entirety as follows: “If the New Lease relates to a single Leased Property, the New Lease shall provide that (1) because, for example, such New Lease may thereafter be amended by agreement of Lessor and Tenant to include one or more other leased properties or such New Lease may thereafter be combined with a Second Lease pursuant to Section 40.18 of such new Lease, with such New Lease as the Section 40.18 Lease, Lessor and Tenant under such New Lease have, in creating such New Lease as a “New Lease” under Section 40.15 of one of the other Combined Leases, nevertheless retained in such New Lease references to multiple Leased Properties and provisions and terms that apply to multiple Leased Properties and (2) without limitation of and subject to Sections 16.10, 19.1, 25.1.11 and 40.18 of such New Lease and all other leases demising any of the Master Lease Leased Properties, for so long as such New Lease relates to a single Leased Property, the aforesaid references to multiple Leased Properties, and the aforesaid provisions and terms applicable to multiple Leased Properties, shall, if the context so requires in light of such New Lease relating to only a single Leased Property, be treated as references to a single Leased Property or as provisions and terms applicable to a single Leased Property”.

ATTACHMENT 1

Exhibit C

Allocation Schedule – Applicable Transferred Property Percentages


Facility ID	Facility Name	Base Rent Commencing July 1, 2003	Percentage of Master Lease Commencing [Insert date immediately following the Closing Date under the Sale/Amendment Agreement]
111	Rolling Hills Health Care Center	371,436.44	0.9148	%
136	LaSalle Healthcare Center	182,179.90	0.4487	%
168	Lakewood Healthcare Center	697,238.22	1.7173	%
▇▇▇	▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Care Center	922,212.49	2.2714	%
222	Nampa Care Center	622,026.52	1.5320	%
223	▇▇▇▇▇▇ Rehab & Care Center	287,890.17	0.7091	%
278	Oakview Nursing & Rehab Center	492,015.84	1.2118	%
282	Maple Manor Healthcare Center	471,350.80	1.1609	%
289	San ▇▇▇▇ Medical & Rehab Center	568,815.51	1.4010	%
▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Health & Rehab Center	779,758.96	1.9205	%
▇▇▇	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Care Center	741,035.60	1.8251	%
407	Parkwood Health Care Center	434,672.84	1.0706	%
420	Maywood Acres Healthcare Center	343,754.57	0.8467	%
508	▇▇▇▇▇▇▇▇ Skilled Nursing & Rehab Center	594,530.70	1.4643	%
513	Hallmark Nursing & Rehab Center	230,284.03	0.5672	%
532	Hillcrest Nursing Center	524,504.49	1.2918	%
534	Country Gardens Skilled. Nursing & Rehab	490,427.22	1.2079	%
▇▇▇	▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Living Center	574,747.39	1.4156	%
549	Kennebunk Nursing Center	533,953.66	1.3151	%
▇▇▇	▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Nursing Center	401,492.25	0.9889	%
584	Franklin Skilled. Nursing & Rehab Center	337,023.49	0.8301	%
▇▇▇	▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Healthcare	2,543,902.86	6.2655	%
634	Cambridge Health & Rehab Center	1,064,888.49	2.6228	%
▇▇▇	▇▇▇▇▇▇ ▇▇▇▇▇ Care Center	100,794.66	0.2483	%
690	Wasatch Valley Rehabilitation	496,550.83	1.2230	%
706	Guardian Care of ▇▇▇▇▇▇▇▇▇	260,612.76	0.6419	%
▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇ and Healthcare Center	555,693.51	1.3687	%
726	Guardian Care of ▇▇▇▇▇▇▇▇▇ City	460,774.77	1.1349	%
743	Desert Life Rehab & Care Center	686,863.25	1.6917	%
▇▇▇	▇▇▇▇▇▇ ▇▇▇▇▇ Health Care Center	794,327.90	1.9564	%
766	Colonial Manor Medical & Rehab Center	607,649.19	1.4966	%


Facility ID	Facility Name	Base Rent Commencing July 1, 2003	Percentage of Master Lease Commencing [Insert date immediately following the Closing Date under the Sale/Amendment Agreement]
780	Columbus Health & Rehab Center	1,119,667.62	2.7577	%
804	Rehab & Health Center of Birmingham	691,060.09	1.7021	%
822	Primacy Healthcare & Rehab Center	1,282,643.57	3.1591	%
▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇ Med. & Rehab Center	346,406.02	0.8532	%
▇▇▇	▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇	479,740.62	1.1816	%
1224	Health ▇▇▇▇▇▇ Nursing & Rehab Center	304,239.52	0.7493	%
1228	Lafayette Nursing & Rehab Center	1,305,488.55	3.2154	%
▇▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇ Campus	2,572,890.96	6.3369	%
▇▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇	2,283,937.33	5.6252	%
4615	Kindred Hospital Sycamore	2,208,811.75	5.4402	%
▇▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ Campus	756,750.93	1.8638	%
▇▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ Campus	1,216,166.24	2.9954	%
4668	Kindred Hospital Ft. Worth	833,807.95	2.0536	%
▇▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇	2,405,810.97	5.9254	%
▇▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇	4,620,721.43	11.3807	%

	Total	40,601,552.86	100.0000	%

ATTACHMENT 2

EXHIBIT D

Renewal Groups

Master Lease #2

Facility ID

Name

City

State

Lease Expiration

Date

Renewal

Group

Number

▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

▇▇▇▇▇▇▇

▇▇

April 30, 2013

4615

Kindred Hospital – Sycamore

Sycamore

April 30, 2013

▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇ ▇▇▇▇

▇▇

April 30, 2013

222

Nampa Care Center

Nampa

April 30, 2013

▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇. ▇▇▇

▇▇▇ ▇▇▇▇▇▇▇

▇▇

April 30, 2013

592

Greenbrier Terrace Healthcare

Nashua

April 30, 2013

▇▇▇

▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇. ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇

April 30, 2013

▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇. ▇▇▇▇▇▇▇▇▇▇

▇▇. ▇▇▇▇▇▇▇▇▇▇

▇▇

April 30, 2008

545

Eastside Rehab. and Living Center

Bangor

April 30, 2008

549

Kennebunk Nursing Center

Kennebunk

April 30, 2008

Facility ID

Name

City

State

Lease Expiration

Date

Renewal

Group

Number

711

Guardian Care of Kinston

Kinston

April 30, 2008

1224

Health ▇▇▇▇▇▇ Nursing & Rehab. Ctr.

E. Providence

April 30, 2008

826

Harbour Pointe Med. & Rehab. Ctr.

Norfolk

April 30, 2008

▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇

▇▇

April 30, 2008

216

Hillcrest Rehab. Care Center

Boise

April 30, 2008

407

Parkwood Health Care Center

Lebanon

April 30, 2008

▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇. ▇▇▇.

▇▇▇▇▇▇▇ ▇▇▇▇

▇▇

April 30, 2008

822

Primacy Healthcare & Rehab Ctr.

Memphis

April 30, 2008

▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇

▇▇▇▇ ▇▇▇▇ ▇▇▇▇

▇▇

April 30, 2008

▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇

April 30, 2008

4654

Kindred Hospital (Houston Northwest Campus)

Houston

April 30, 2010

223

Weiser Rehabilitation and Care Ctr.

Weiser

April 30, 2010

111

Rolling Hills Health Care Center

New Albany

April 30, 2010

▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Health & Rehab. Ctr.

Kokomo

April 30, 2010

780

Columbus Health & Rehab. Center

Columbus

April 30, 2010

▇▇▇

▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇

▇▇

April 30, 2010

Facility ID

Name

City

State

Lease Expiration

Date

Renewal

Group

Number

▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇

▇▇

April 30, 2010

706

Guardian Care of ▇▇▇▇▇▇▇▇▇

Henderson

April 30, 2010

726

Guardian Care of ▇▇▇▇▇▇▇▇▇ City

Elizabeth City

April 30, 2010

4653

Kindred Hospital - Tarrant County (Fort Worth Southwest Campus)

Ft. Worth

April 30, 2010

▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇

▇▇. ▇▇▇▇▇

▇▇

April 30, 2010

▇▇▇

▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇. & ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇

▇▇

April 30, 2010

▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇

▇▇

April 30, 2010

▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇ Health Care Center

Englewood

April 30, 2010

578

West Lafayette Rehab. & Nsg. Ctr.

West Lafayette

April 30, 2010

▇▇▇

▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇. ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇

▇▇

April 30, 2010

▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇

▇▇

April 30, 2010

▇▇▇

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇. ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇

▇▇

April 30, 2010

▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇. ▇▇▇.

▇▇▇▇▇▇

▇▇

April 30, 2010

▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇

▇▇

April 30, 2010

804

Rehab. & Health Ctr. of Birmingham

Birmingham

April 30, 2010

Facility ID

Name

City

State

Lease Expiration

Date

Renewal

Group

Number

1228

Lafayette Nsg. & Rehab. Ctr.

Fayetteville

April 30, 2010

508

▇▇▇▇▇▇▇▇ Skilled Nsg. & Rehab. Ctr.

Fall River

April 30, 2010

532

Hillcrest Nursing Home

Fitchburg

April 30, 2010

534

Country Gardens Sk. Nsg. & Rehab.

Swansea

April 30, 2010

584

▇▇▇▇▇▇▇▇ ▇▇. Nsg. & Rehab. Center

Franklin

April 30, 2010

EXHIBIT L-3

AMENDMENT OF MASTER LEASE NO. 3

L-3-1

MASTER LEASE NO. 3 AMENDMENT AGREEMENT

BY AND AMONG

KINDRED HEALTHCARE, INC.

(f/k/a Vencor, Inc.),

KINDRED HEALTHCARE OPERATING, INC.

(f/k/a Vencor Operating, Inc.),

AND

VENTAS REALTY, LIMITED PARTNERSHIP

MASTER LEASE NO. 3 AMENDMENT AGREEMENT

THIS MASTER LEASE NO. 3 AMENDMENT AGREEMENT (hereinafter this “Agreement” ) is dated as of the day of , 2003, and is by and among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (together with its successors and assigns, “Lessor”), having an office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and KINDRED HEALTHCARE, INC., a Delaware corporation (f/k/a Vencor, Inc.) (“Kindred”), and KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation (f/k/a Vencor Operating, Inc.) (“Operator”; Operator, jointly and severally with Kindred and permitted successors and assignees of Operator and Kindred, “Tenant”), both having an office at ▇▇▇ ▇▇▇▇▇ ▇^▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

RECITALS

A. Lessor and Tenant entered into a certain Amended and Restated Master Lease Agreement No. 3 dated as of April 20, 2001 (as the same may have been or may hereafter be amended, amended and restated, supplemented, modified, severed, renewed, extended or replaced, the “Lease”), demising to Tenant certain properties.

▇. ▇▇▇▇▇▇ and Tenant desire to amend the Lease as it applies to the Leased Properties on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereby agree as follows:

1. Capitalized Terms. All capitalized terms used herein and not defined herein shall have the meaning ascribed thereto in the Lease.

2. New Section 40.18.1. Section 40.18.1 of the Lease is hereby deleted in its entirety and replaced with the following:

3. New Exhibit D. Exhibit D to the Lease is hereby amended and restated in its entirety to read as set forth in Attachment 1 to this Agreement.

4. Exhibit A Amendments. Tenant and Lessor hereby further amend the Lease in the manner provided in Exhibit A attached hereto and made a part hereof.

5. No Other Amendments. Except as provided in this Agreement, the Lease remains in full force and effect without modification.

6. Successors and Assigns. This Agreement and the covenants and agreements herein contained shall be binding upon and inure to the benefit of Lessor and Tenant and their respective heirs, devisees, successors and assigns.

7. Integrated Agreement; Modifications; Waivers. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior representations, understandings and agreements, whether written or oral, with respect to such subject matter. Each of the parties hereto acknowledges that it has not relied upon, in entering into this Agreement, any representation, warranty, promise or condition not specifically set forth in this Agreement. No supplement, modification or waiver of any provision of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

8. Headings and Captions. The headings and captions of the paragraphs of this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement or any provision hereof.

9. Gender and Number. As used in this Agreement, the neuter shall include the feminine and masculine, the singular shall include the plural, and the plural shall include the singular, except where expressly provided to the contrary.

10. Severability. In the event that any paragraph, section, sentence, clause or phrase contained in this Agreement becomes or is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining paragraphs, sections, sentences, clauses or phrases contained in this Agreement shall not be affected thereby.

11. Counterparts. This Agreement and any amendment to 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.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first above written.


TENANT: KINDRED HEALTHCARE, INC., a Delaware corporation formerly known as Vencor, Inc.

By:

Name:

Title:


TENANT: KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation formerly known as Vencor Operating, Inc.

By:

Name:

Title:


LESSOR: VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership
By:	Ventas, Inc., a Delaware corporation, its general partner

	By:

		T. ▇▇▇▇▇▇▇ ▇▇▇▇▇, Executive Vice President, General Counsel and ▇▇▇▇▇▇▇▇▇

▇

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇


▇▇▇▇▇ OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]


STATE OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]


STATE OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]

CONSENT

The undersigned hereby consents to the terms of the foregoing instrument.



By:

Name:

Title:


STATE OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]

Exhibit A

Additional Amendments to Lease

Lessor and Tenant hereby further amend the Lease in the following respects:

(a)	Section 1.3.5 of the Lease is hereby amended by deleting therefrom the reference to “Lessor” and substituting in its place a reference to “Ventas, Inc.”.

(b)

The definition of “Master Lease Leased Properties” contained in Section 2.1 of the Lease is hereby amended and restated in its entirety as follows: ““Master Lease Leased Properties”: The Leased Properties under Amended and Restated Master Lease Agreement No. 3 dated as of the Effective Date and entered into by Ventas Realty, Limited Partnership and Tenant, exclusive of any Leased Properties that, pursuant to Section 40.17 below or the corresponding section of such Amended and Restated Master Lease Agreement No. 3 or of any New Lease derived, directly or indirectly, therefrom, are transferred into a New Master Lease in accordance with the requirements of any such Section 40.17.”

(c)	The definition of “Medicaid” contained in Section 2.1 of the Lease is hereby amended by deleting therefrom the reference to “XVIII” and substituting in its place a reference to “XIX”.

(d)	The definition of “Tax Refund Escrow Agreement” contained in Section 2.1 of the Lease is hereby amended by deleting therefrom the reference to “Lessor” and substituting in its place a reference to “Ventas Realty, Limited Partnership.”

(e)	The penultimate sentence of Section 6.2 of the Lease is hereby amended by deleting therefrom the words “disposed of in accordance” and substituting in their place the words “dispose of the same in accordance”.

(f)

(g)

The last sentence of Section 25.1.11 of the Lease is hereby amended and restated in its entirety as follows: “To the extent that any of the Master Lease Leased Properties are the subject of a New Lease derived, directly or indirectly, from Amended and Restated Master Lease Agreement No. 3, Tenant shall continue to have the right to assign or sublet such Master Lease Leased Properties upon compliance with this Section 25.1.11 or the corresponding section of such New Lease, as applicable, but such right to assign or sublet, whether under Section 25.1.11 of Amended and Restated Master Lease Agreement No. 3 or the

corresponding section of any and all New Leases derived, directly or indirectly, from Amended and Restated Master Lease Agreement No. 3, shall never exceed ten percent (10%) in the aggregate of the nursing centers included within the Master Lease Leased Properties or two (2) hospitals included within the Master Lease Leased Properties.”

(h)

(i)	Section 36.1.1 of the Lease is hereby amended by deleting therefrom the reference to “general partner” and substituting in its place a reference to “Affiliate.”

(j)	Section 40.14(i)(D) of the Lease is hereby amended by deleting therefrom the reference to “Lessor” and substituting in its place a reference to “Ventas, Inc. or Lessor.”

(k)

ATTACHMENT 1

EXHIBIT D

Renewal Groups

Master Lease #3

Facility ID

Name

City

State

Lease Expiration
Date

Renewal
Group
Number

4644

Kindred Hospital Brea

Orange County

April 30, 2008

▇▇▇

▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇

▇▇

April 30, 2008

▇▇▇

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇

▇▇

April 30, 2008

▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇

▇▇

April 30, 2008

219

Emmett Rehabilitation and Healthcare

Emmett

April 30, 2008

453

Medford Rehab. & Healthcare Centre

Medford

April 30, 2008

461

Edmonds Rehab. & Healthcare Ctr.

Edmonds

April 30, 2008

▇▇▇

▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇

▇▇

April 30, 2008

230

Crosslands Rehab. & Health Care Ctr.

Sandy

April 30, 2008

4876

Kindred Hospital - South Florida - Hollywood

Hollywood

April 30, 2008

Facility
ID

Name

City

State

Lease

Expiration

Date

Renewal
Group
Number

155

Savannah Rehab. & Nursing Center

Savannah

April 30, 2008

645

Specialty Care of Marietta

Marietta

April 30, 2008

547

▇▇▇▇▇▇ Rehabilitation & Living Center

Brewer

April 30, 2008

824

Rehab. & Healthcare Ctr. Of Mobile

Mobile

April 30, 2008

▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇. & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇

▇▇

April 30, 2008

4688

Kindred Hosp. – Boston

Boston

April 30, 2013

4675

Kindred Hosp. – Detroit

Detroit

April 30, 2013

▇▇▇

▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇

▇▇

April 30, 2013

506

Presentation Nursing & Rehab. Ctr.

Brighton

April 30, 2013

514

Sachem Nursing & Rehab. Ctr.

East Bridgewater

April 30, 2013

539

▇▇▇▇▇▇ and Wellesley Alzheimer Ctr.

Wellesley

April 30, 2013

544

Augusta Rehabilitation Center

Augusta

April 30, 2013

4673

Kindred Hosp. – Boston Northshore

Peabody

April 30, 2010

4662

Kindred Hosp. – Greensboro

Greensboro

April 30, 2010

4647

Kindred Hospital - Las Vegas (Sahara Campus)

Las Vegas

April 30, 2010

563

Camelot Nursing & Rehab. Center

New London

April 30, 2010

Facility
ID

Name

City

State

Lease

Expiration

Date

Renewal
Group
Number

568

Parkway Pavilion Healthcare

Enfield

April 30, 2010

▇▇▇

▇▇▇▇▇ ▇▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇

▇▇

April 30, 2010

554

Westgate Manor

Bangor

April 30, 2010

▇▇▇

▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. & ▇▇▇▇▇▇▇▇▇▇ ▇▇▇.

▇▇▇▇▇▇

▇▇

April 30, 2010

143

Raleigh Rehab. & Healthcare Center

Raleigh

April 30, 2010

307

Lincoln Nursing Center

Lincoln

April 30, 2010

713

Guardian Care of Zebulon

Zebulon

April 30, 2010

4635

Kindred Hosp. - San Antonio

San Antonio

April 30, 2010

4660

Kindred Hosp. – Mansfield

Mansfield

April 30, 2010

269

Meadowvale Health & Rehab. Ctr.

Bluffton

April 30, 2010

694

Wedgewood Healthcare Center

Clarksville

April 30, 2010

▇▇▇

▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇

▇▇

April 30, 2010

▇▇▇

▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇

▇▇

April 30, 2010

782

Danville Centre for Health & Rehab.

Danville

April 30, 2010

1237

Wyomissing Nsg. & Rehab. Ctr.

Reading

April 30, 2010

773

Mt. Carmel Medical & Rehab. Ctr.

Burlington

April 30, 2010

774

Mt. Carmel Medical & Rehab Ctr.

Milwaukee

April 30, 2010

EXHIBIT L-4

AMENDMENT OF MASTER LEASE NO. 4

L-4-1

MASTER LEASE NO. 4 AMENDMENT AGREEMENT

BY AND AMONG

KINDRED HEALTHCARE, INC.

(f/k/a Vencor, Inc.),

KINDRED HEALTHCARE OPERATING, INC.

(f/k/a Vencor Operating, Inc.),

AND

VENTAS REALTY, LIMITED PARTNERSHIP

MASTER LEASE NO. 4 AMENDMENT AGREEMENT

THIS MASTER LEASE NO. 4 AMENDMENT AGREEMENT (hereinafter this “Agreement” ) is dated as of the day of , 2003, and is by and among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (together with its successors and assigns, “Lessor”), having an office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and KINDRED HEALTHCARE, INC., a Delaware corporation (f/k/a Vencor, Inc.) (“Kindred”), and KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation (f/k/a Vencor Operating, Inc.) (“Operator”; Operator, jointly and severally with Kindred and permitted successors and assignees of Operator and Kindred, “Tenant”), both having an office at ▇▇▇ ▇▇▇▇▇ ▇^▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

RECITALS

C. Immediately prior hereto and pursuant to the Sale/Amendment Agreement, Lessor and Tenant entered into a certain Master Lease No. 4 Partial Lease Termination Agreement bearing even date herewith (the “Partial Lease Termination”), pursuant to which the Lease was terminated as it applied to certain properties.

▇. ▇▇▇▇▇▇ and Tenant desire to amend the Lease as it applies to the remaining Leased Properties, after the aforesaid termination, on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereby agree as follows:

1. Capitalized Terms. All capitalized terms used herein and not defined herein shall have the meaning ascribed thereto in the Lease.

through April 30, 2004, be equal to Thirty Four Million Two Hundred Ninety Seven Thousand Five Hundred Four and 89/100 Dollars ($34,297,504.89) per annum, and, for Rent Calculation Years thereafter, Base Rent and Current Rent shall be determined as set forth in subsection (d) of the definition of “Base Rent” or subsection (b) of the definition of “Current Rent”, as applicable, contained in such Section 2.1, in each case subject to the provisions of such definitions relative to the Reset Option and to the provisions of Article XIX relative to the amount of the Base Rent and Current Rent during Extended Terms.

4. New Exhibit D. Exhibit D to the Lease is hereby amended and restated in its entirety to read as set forth in Attachment 2 to this Agreement.

5. Exhibit A Amendments. Tenant and Lessor hereby further amend the Lease in the manner provided in Exhibit A attached hereto and made a part hereof.

6. No Other Amendments. Except as provided in this Agreement, the Lease remains in full force and effect without modification.

11. Severability. In the event that any paragraph, section, sentence, clause or phrase contained in this Agreement becomes or is held by any court of competent jurisdiction

to be illegal, null or void or against public policy, the remaining paragraphs, sections, sentences, clauses or phrases contained in this Agreement shall not be affected thereby.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first above written.


TENANT:

KINDRED HEALTHCARE, INC., a Delaware corporation formerly known as Vencor, Inc.

By:

Name:

Title:



TENANT:

KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation formerly known as Vencor Operating, Inc.

By:

Name:

Title:



LESSOR:

VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership

By:	Ventas, Inc., a Delaware corporation, its general partner

	By:

		T. ▇▇▇▇▇▇▇ ▇▇▇▇▇, Executive Vice President, General Counsel and ▇▇▇▇▇▇▇▇▇

▇

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇


▇▇▇▇▇ OF ___________________		)
		)
COUNTY OF _________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]


STATE OF ___________________		)
		)
COUNTY OF _________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]


STATE OF ___________________		)
		)
COUNTY OF _________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]

CONSENT

The undersigned hereby consents to the terms of the foregoing instrument.



By:

Name:

Title:


STATE OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]

Exhibit A

Additional Amendments to Lease

Lessor and Tenant hereby further amend the Lease in the following respects:

(a)	Section 1.3.5 of the Lease is hereby amended by deleting therefrom the reference to “Lessor” and substituting in its place a reference to “Ventas, Inc.”.

(b)

The definition of “Master Lease Leased Properties” contained in Section 2.1 of the Lease is hereby amended and restated in its entirety as follows: “ “Master Lease Leased Properties”: The Leased Properties under Amended and Restated Master Lease Agreement No. 4 dated as of the Effective Date and entered into by Ventas Realty, Limited Partnership and Tenant, exclusive of any Leased Properties that, pursuant to Section 40.17 below or the corresponding section of such Amended and Restated Master Lease Agreement No. 4 or of any New Lease derived, directly or indirectly, therefrom, are transferred into a New Master Lease in accordance with the requirements of any such Section 40.17.”

(c)	The definition of “Medicaid” contained in Section 2.1 of the Lease is hereby amended by deleting therefrom the reference to “XVIII” and substituting in its place a reference to “XIX”.

(d)	The definition of “Tax Refund Escrow Agreement” contained in Section 2.1 of the Lease is hereby amended by deleting therefrom the reference to “Lessor” and substituting in its place a reference to “Ventas Realty, Limited Partnership.”

(e)	The penultimate sentence of Section 6.2 of the Lease is hereby amended by deleting therefrom the words “disposed of in accordance” and substituting in their place the words “dispose of the same in accordance”.

(f)

(g)

The last sentence of Section 25.1.11 of the Lease is hereby amended and restated in its entirety as follows: “To the extent that any of the Master Lease Leased Properties are the subject of a New Lease derived, directly or indirectly, from Amended and Restated Master Lease Agreement No. 4, Tenant shall continue to have the right to assign or sublet such Master Lease Leased Properties upon compliance with this Section 25.1.11 or the corresponding section of such New Lease, as applicable, but such right to assign or sublet, whether under Section 25.1.11 of Amended and Restated Master Lease Agreement No. 4 or the

corresponding section of any and all New Leases derived, directly or indirectly, from Amended and Restated Master Lease Agreement No. 4, shall never exceed ten percent (10%) in the aggregate of the nursing centers included within the Master Lease Leased Properties or two (2) hospitals included within the Master Lease Leased Properties.”

(h)

(i)	Section 36.1.1 of the Lease is hereby amended by deleting therefrom the reference to “general partner” and substituting in its place a reference to “Affiliate.”

(j)	Section 40.14(i)(D) of the Lease is hereby amended by deleting therefrom the reference to “Lessor” and substituting in its place a reference to “Ventas, Inc. or Lessor.”

(k)

ATTACHMENT 1

Exhibit C

Allocation Schedule – Applicable Transferred Property Percentages


Facility ID	Facility Name	Base Rent Commencing July 1, 2003	Percentage of Master Lease Commencing [Insert date immediately following the Closing Date under the Sale/Amendment Agreement]
131	▇▇▇▇▇▇▇▇ Health and Rehabilitation Center	554,358.95	1.6163	%
146	▇▇▇▇ ▇▇▇▇▇ Health Care Center	511,516.73	1.4914	%
▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Nursing & Rehab Center	518,231.38	1.5110	%
▇▇▇	▇▇▇▇▇▇▇▇▇▇ Health Care & Rehab Center	424,724.22	1.2384	%
209	Valley View Health Care Center	363,466.55	1.0597	%
213	Wildwood Healthcare Center	1,691,980.96	4.9332	%
▇▇▇	▇▇▇▇▇ ▇▇▇▇ Healthcare	148,069.28	0.4317	%
277	Rosewood Health Care Center	1,132,231.46	3.3012	%
290	Bremen Health Care Center	550,759.08	1.6058	%
350	Valley Healthcare & Rehab Center	550,495.50	1.6051	%
▇▇▇	▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ HC & Rehab	280,120.81	0.8167	%
▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇ Nursing & Rehab Center	192,897.71	0.5624	%
▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇ & Nursing Center	329,163.20	0.9597	%
526	The Eliot Healthcare Center	350,119.08	1.0208	%
542	Den-Mar Rehab & Nursing Center	522,390.11	1.5231	%
▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇ Nursing Center	244,054.45	0.7116	%
▇▇▇	▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Healthcare	713,304.13	2.0798	%
▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇ & Healthcare Center	265,898.55	0.7753	%
569	Chillicothe Nursing & Rehab Center	574,490.60	1.6750	%
570	Pickerington Nursing & Rehab Center	410,819.37	1.1978	%
571	▇▇▇▇▇ Health Care Center	850,218.66	2.4790	%
583	Embassy House Skilled Nursing & Rehab	289,331.65	0.8436	%
▇▇▇	▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Nursing Center	107,332.76	0.3129	%
723	Guardian Care of Rocky Mount	561,080.28	1.6359	%
746	Homestead Health Care & Rehab Center	1,524,912.77	4.4461	%
▇▇▇	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇	578,275.46	1.6861	%
▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇ Med. & Rehab Center	366,948.96	1.0699	%
785	Hillcrest Health Care Center	880,574.44	2.5675	%
▇▇▇	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Health Care Facility	559,752.38	1.6320	%
▇▇▇	▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Health Care Center	1,401,046.28	4.0850	%
▇▇▇	▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ for Rehab & Nursing Services	1,135,794.24	3.3116	%


Facility ID	Facility Name	Base Rent Commencing July 1, 2003	Percentage of Master Lease Commencing [Insert date immediately following the Closing Date under the Sale/Amendment Agreement]
853	Kachina Point Health Care & Rehab	760,845.56	2.2184	%
859	Castle Garden Care Center	977,794.12	2.8509	%
864	Harrodsburg Health Care Center	591,633.09	1.7250	%
▇▇▇▇	▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Health Center Inc.	1,028,207.23	2.9979	%
▇▇▇▇	▇▇▇ ▇▇▇▇▇ Nursing & Rehab Center	1,279,317.03	3.7301	%
1238	▇▇▇▇▇▇ Nursing Center	683,823.17	1.9938	%
4614	Kindred Hospital Philadelphia	826,358.39	2.4094	%
4645	Kindred Hospital So. Florida Ft. Lauderdale Campus	2,295,172.94	6.6920	%
4658	Kindred Hospital Tucson	529,147.83	1.5428	%
4664	Kindred Hospital Albuquerque	751,192.10	2.1902	%
4665	Kindred Hospital Denver	1,918,773.36	5.5945	%
▇▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇	503,681.62	1.4686	%
▇▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇	2,881,322.92	8.4010	%
▇▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Campus	685,875.53	1.9998	%

	Total	34,297,504.89	100.0000	%

ATTACHMENT 2

EXHIBIT D

Renewal Groups

Master Lease #4

Facility
ID

Name

City

State

Lease Expiration
Date

Renewal Group
Number

4645

Kindred Hospital - South Florida - Ft. Lauderdale

Ft. Lauderdale

April 30, 2013

4685

Kindred Hospital – Houston

Houston

April 30, 2013

▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ & ▇▇▇▇▇.

▇▇▇▇▇▇▇▇

▇▇

April 30, 2013

▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇. & ▇▇▇▇▇. ▇▇▇.

▇▇▇ ▇▇▇▇▇▇

▇▇

April 30, 2013

566

Windsor Rehab. & Healthcare Center

Windsor

April 30, 2013

225

Moscow Care Center

Moscow

April 30, 2013

209

Valley View Health Care Center

Elkhart

April 30, 2013

585

Great Barrington Rehab. & Nsg. Ctr.

Great Barrington

April 30, 2013

▇▇▇

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇

▇▇

April 30, 2013

481

South Central Wyoming HC & Rehab.

▇▇▇▇▇▇▇

April 30, 2013

4658

Kindred Hospital – Tuscon

Tuscon

April 30, 2008

853

Kachina Point Health Care & Rehab.

Sedona

April 30, 2008

▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇

▇▇

April 30, 2008

526

Brittany Healthcare Center

Natick

April 30, 2008

546

Winship Green Nursing Center

Bath

April 30, 2008

569

Chillicothe Nursing & Rehab. Center

Chillecothe

April 30, 2008

802

Bridgepark Ctr. For Rehab. & Nsg. Sv.

Akron

April 30, 2008

158

Bellingham Health Care & Rehab. Svc.

Bellingham

April 30, 2008

▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇. ▇▇▇.

▇▇▇▇▇▇▇▇▇

▇▇

April 30, 2008

4614

Kindred Hospital – Philadelphia

Philadelphia

April 30, 2010

Facility
ID

Name

City

State

Lease Expiration
Date

Renewal Group
Number

1221

Courtland Gardens Health Ctr., Inc.

Stamford

April 30, 2010

503

▇▇▇▇▇▇▇ ▇▇▇▇▇ Nursing & Rehab. Ctr.

Newburyport

April 30, 2010

517

Oakwood Rehab. & Nursing Center

Webster

April 30, 2010

542

Den-Mar Rehab. & Nursing Center

Rockport

April 30, 2010

583

Embassy House Sk. Nsg. & Rehab.

Brockton

April 30, 2010

1231

Oak Hill Nursing & Rehab. Ctr.

Pawtucket

April 30, 2010

559

Birchwood Terrace Healthcare

Burlington

April 30, 2010

▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇

▇▇

April 30, 2010

▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇ ▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇

▇▇

April 30, 2010

791

Rehab. & Health. Ctr. of Huntsville

Huntsville

April 30, 2010

▇▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇

▇▇

April 30, 2010

723

Guardian Care of Rocky Mount.

Rocky Mount

April 30, 2010

570

Pickerington Nursing & Rehab. Ctr.

Pickerington

April 30, 2010

▇▇▇

▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇

▇▇

April 30, 2010

4664

Kindred Hospital – Albuquerque

Albuquerque

April 30, 2010

4665

Kindred Hospital – Denver

Denver

April 30, 2010

213

Wildwood Healthcare Center

Indianapolis

April 30, 2010

290

Bremen Health Care Center

Bremen

April 30, 2010

▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇

April 30, 2010

▇▇▇

▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇

▇▇

April 30, 2010

▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Health Care Fac.

Elizabethtown

April 30, 2010

▇▇▇

▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇

▇▇

April 30, 2010

746

Homestead Health Care & Rehab. Ctr.

Lincoln

April 30, 2010

765

Eastview Medical & Rehab. Center

Antigo

April 30, 2010

131

▇▇▇▇▇▇▇▇ Health and Rehabilitation Center

Corydon

April 30, 2010

EXHIBIT L-5

AMENDMENT OF CMBS MASTER LEASE

L-5-1

CMBS MASTER LEASE AMENDMENT AGREEMENT

BY AND AMONG

KINDRED HEALTHCARE, INC.

(f/k/a Vencor, Inc.),

KINDRED HEALTHCARE OPERATING, INC.

(f/k/a Vencor Operating, Inc.),

AND

VENTAS FINANCE I, LLC

CMBS MASTER LEASE AMENDMENT AGREEMENT

THIS CMBS MASTER LEASE AMENDMENT AGREEMENT (hereinafter this “Agreement”) is dated as of the day of , 2003, and is by and among VENTAS FINANCE I, LLC, a Delaware limited liability company (together with its successors and assigns, “Lessor”), having an office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and KINDRED HEALTHCARE, INC., a Delaware corporation (f/k/a Vencor, Inc.) (“Kindred”), and KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation (f/k/a Vencor Operating, Inc.) (“Operator”; Operator, jointly and severally with Kindred and permitted successors and assignees of Operator and Kindred, “Tenant”), both having an office at ▇▇▇ ▇▇▇▇▇ ▇^▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

RECITALS

A. Lessor and Ventas Realty, Limited Partnership, a Delaware limited partnership (“VRLP”) entered into a certain Master Lease Agreement dated as of December 12, 2001 (as the same may have been or may hereafter be amended, amended and restated, supplemented, modified, severed, renewed, extended or replaced, the “Lease”), demising to Tenant certain properties.

B. VRLP assigned all of its right, title, and interest in and to the Lease to Lessor pursuant to that certain Assignment and Assumption Agreement (CMBS Master Lease) dated as of December 12, 2001 by and between Lessor and Tenant.

C. VRLP and Tenant entered into an Agreement for Sale of Real Estate and Master Lease Amendments dated , 2003 (as the same may have been heretofore amended, amended and restated, supplemented, modified, renewed, extended or replaced, the “Sale/Amendment Agreement”).

D. Immediately prior hereto and pursuant to the Sale/Amendment Agreement, Lessor and Tenant entered into a certain Master Lease Partial Lease Termination Agreement bearing even date herewith (the “Partial Lease Termination”), pursuant to which the Lease was terminated as it applied to a certain property.

▇. ▇▇▇▇▇▇ and Tenant desire to amend the Lease as it applies to the remaining Leased Properties, after the aforesaid termination, on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereby agree as follows:

1. Capitalized Terms. All capitalized terms used herein and not defined herein shall have the meaning ascribed thereto in the Lease.

2. Base Rent and Current Rent Amendments. Relative to the definitions of “Base Rent” and “Current Rent” contained in Section 2.1 of the Lease, Lessor and Tenant agree that

the Base Rent and Current Rent for the Leased Properties remaining under the Lease after the termination referenced in the Partial Lease Termination shall, for the period from [Insert date immediately following the Closing Date under the Sale/Amendment Agreement], 2003 through April 30, 2004, be equal to Thirty Two Million Eight Hundred Ninety Five Thousand Four Hundred Four and 88/100 Dollars ($32,895,404.88) per annum, and, for Rent Calculation Years thereafter, Base Rent and Current Rent shall be determined as set forth in subsection (d) of the definition of “Base Rent” or subsection (b) of the definition of “Current Rent”, as applicable, contained in such Section 2.1, in each case subject to the provisions of such definitions relative to the Reset Option and to the provisions of Article XIX relative to the amount of the Base Rent and Current Rent during Extended Terms.

4. New Exhibit D. Exhibit D to the Lease is hereby amended and restated in its entirety to read as set forth in Attachment 2 to this Agreement.

5. No Other Amendments. Except as provided in this Agreement, the Lease remains in full force and effect without modification.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first above written.


TENANT:

KINDRED HEALTHCARE, INC., a Delaware corporation formerly known as Vencor, Inc.

By:

Name:

Title:


TENANT:

KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation formerly known as Vencor Operating, Inc.

By:

Name:

Title:


LESSOR:

VENTAS FINANCE I, LLC, a Delaware limited liability company

By:	Ventas Finance I, Inc., its sole member

	By:

		T. ▇▇▇▇▇▇▇ ▇▇▇▇▇, Executive Vice President, General Counsel and ▇▇▇▇▇▇▇▇▇

▇

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇


▇▇▇▇▇ OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]


STATE OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]


STATE OF __________________		)
		)
COUNTY OF ________________		)

This day of , 2003, personally came before me , a Notary Public in and for said County and State, T. ▇▇▇▇▇▇▇ ▇▇▇▇▇, who being by me duly sworn, says that he is the Executive Vice President, General Counsel and Secretary of VENTAS FINANCE I, INC., a Delaware corporation, in its capacity as the sole member of VENTAS FINANCE I, LLC, a Delaware limited liability company, and that the seal affixed to the foregoing instrument in writing is the corporate seal of said corporation, and that said writing was signed and sealed by him on behalf of such corporation by its authority duly given, in its aforesaid sole member capacity on behalf of the aforesaid limited liability company. And the said Executive Vice President, General Counsel and Secretary acknowledged the said writing to be the act and deed of said corporation, acting in such sole member capacity.

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]

CONSENT

The undersigned hereby consents to the terms of the foregoing instrument.



By:

Name:

Title:


STATE OF __________________		)
		)
COUNTY OF ________________		)

WITNESS my hand and notarial stamp/seal this day of , 2003.

Notary Public

My Commission Expires:

[Notarial Stamp/Seal]

ATTACHMENT 1

Exhibit C

Allocation Schedule – Applicable Transferred Property Percentages


Facility ID	Facility Name	Base Rent Commencing May 1, 2003	Percentage of Master Lease Commencing December 10, 2003
112	Royal Oaks Healthcare & Rehab Ctr.	1,319,634.96	4.0116	%
▇▇▇	▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇	1,102,998.72	3.3530	%
137	Sunnybrook Alzheimer’s & HC Spec.	383,336.57	1.1653	%
▇▇▇	▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇. & Healthcare Ctr.	465,370.75	1.4147	%
150	Nob Hill Healthcare Center	2,285,147.73	6.9467	%
▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇	1,153,736.14	3.5073	%
167	Canyonwood Nursing & Rehab. Ctr.	733,987.95	2.2313	%
180	Vancouver Healthcare & Rehab. Ctr.	686,047.19	2.0855	%
▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ & HC Center	698,473.92	2.1233	%
190	Winston-Salem Rehab & HC Center	498,323.86	1.5149	%
▇▇▇	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ & Care Ctr.	360,665.24	1.0964	%
▇▇▇	▇▇. ▇▇▇▇▇▇ Care and Rehab. Center	1,048,878.71	3.1885	%
▇▇▇	▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ for Health/Rehab.	1,207,539.29	3.6708	%
286	Columbia Healthcare Facility	898,749.16	2.7321	%
335	▇▇▇▇▇▇ Healthcare Center	898,599.30	2.7317	%
406	Muncie Health Care & Rehab.	1,368,308.61	4.1596	%
482	Wind River Healthcare & Rehab Ctr.	682,650.55	2.0752	%
▇▇▇	▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇	430,184.56	1.3077	%
501	Blue Hills Alzheimer’s Care Center	624,334.08	1.8979	%
▇▇▇	▇▇▇▇▇▇ ▇▇▇▇▇ Nursing Home	963,279.90	2.9283	%
537	Quincy Rehab. & Nursing Center	777,100.86	2.3623	%
▇▇▇	▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Health Care Center	533,335.84	1.6213	%
▇▇▇	▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇. & Rehab. Ctr.	681,728.46	2.0724	%
▇▇▇	▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇. & Living Center	1,381,453.41	4.1995	%
▇▇▇	▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Healthcare	1,249,502.67	3.7984	%
▇▇▇	▇▇▇▇▇▇ ▇▇▇▇▇. & Nursing Center	812,060.63	2.4686	%
591	Dover Rehab. & Living Center	1,053,896.88	3.2038	%
▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Healthcare	509,229.40	1.5480	%
635	Coshocton Health & Rehab. Center	490,165.25	1.4901	%
▇▇▇	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇. & ▇▇▇. Ctr.	1,065,862.32	3.2402	%
660	Savannah Specialty Care Center	601,716.15	1.8292	%


Facility ID	Facility Name	Base Rent Commencing May 1, 2003	Percentage of Master Lease Commencing December 10, 2003
704	Guardian Care of Roanoke Rapids	630,683.91	1.9172	%
707	Rehab. & Nursing Center of Monroe	642,923.62	1.9544	%
724	Rehab. & Health Center of Gastonia	634,838.07	1.9299	%
775	Sheridan Medical Complex	576,338.47	1.7520	%
776	Woodstock Health & Rehab. Center	442,883.29	1.3463	%
▇▇▇	▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. & HC Ctr.	1,213,464.22	3.6889	%
▇▇▇	▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. & Healthc. Ctr.	653,914.66	1.9879	%
884	Masters Health Care Center	1,134,060.23	3.4475	%

	Total	32,895,405.53	100.0000	%

ATTACHMENT 2

EXHIBIT D

Renewal Groups

CMBS Portfolio

Facility ID

Name

City

State

Lease Expiration Date

Renewal
Group
Number

406

Muncie Health Care & Rehab.

Muncie

April 30, 2008

#11

▇▇▇

▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇/▇▇▇▇▇.

▇▇▇▇▇▇▇▇▇▇

▇▇

April 30, 2008

#11

635

Coshocton Health & Rehab. Ctr.

Coshocton

April 30, 2008

#11

482

Wind River Healthcare & Rehab Ctr.

Riverton

April 30, 2008

#11

704

Guardian Care of Roanoke Rapids

Roanoke Rapids

April 30, 2008

#11

167

Canyonwood Nursing & Rehab. Ctr.

Redding

April 30, 2008

#11

▇▇▇

▇▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇. ▇▇▇▇▇▇

▇▇. ▇▇▇▇▇▇

▇▇

April 30, 2008

#11

180

Vancouver Healthcare & Rehab. Ctr.

Vancouver

April 30, 2008

#11

112

Royal Oaks Healthcare & Rehab Ctr.

Terre Haute

April 30, 2013

#12

▇▇▇

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇. & ▇▇▇▇▇▇▇▇▇▇ ▇▇▇.

▇▇▇▇▇▇▇▇▇

▇▇

April 30, 2013

#12

724

Rehab. & Health Center of Gastonia

Gastonia

April 30, 2013

#12

Facility ID

Name

City

State

Lease Expiration Date

Renewal
Group
Number

655

Federal Heights Rehab. & Nsg. Ctr.

Salt Lake City

April 30, 2013

#12

▇▇▇

▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇▇▇

▇▇

April 30, 2013

#12

▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇

▇▇

April 30, 2013

#12

591

Dover Rehab. & Living Center

Dover

April 30, 2013

#12

113

Southwood Health & Rehab Center

Terre Haute

April 30, 2010

#13

286

Columbia Healthcare Facility

Evansville

April 30, 2010

#13

▇▇▇

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April 30, 2010

#13

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April 30, 2010

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Canal Winchester

April 30, 2010

#13

884

Masters Health Care Center

Algood

April 30, 2010

#14

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April 30, 2010

#13

537

Quincy Rehab. & Nursing Center

Quincy

April 30, 2010

#13

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South ▇▇▇▇▇▇

April 30, 2010

#13

581

Blueberry Hill Healthcare

Beverly

April 30, 2010

#13

593

Hanover Terrace Healthcare

Hanover

April 30, 2010

#13

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April 30, 2010

#13

137

Sunnybrook Alzheimers & HC Spec.

Raleigh

April 30, 2010

#14

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April 30, 2010

#14

Facility ID

Name

City

State

Lease Expiration Date

Renewal
Group
Number

707

Rehab. & Nursing Center of Monroe

Monroe

April 30, 2010

#14

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April 30, 2010

#14

829

River Pointe Rehab. & Healthc. Ctr.

Virginia Beach

April 30, 2010

#14

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#14

660

Savannah Specialty Care Center

Savannah

April 30, 2010

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EXHIBIT M

▇▇▇▇ OF SALE AND ASSIGNMENT

[To be revised as necessary for the conveyance of the Personal Property,

if any, held by Ventas Finance I, LLC at Westridge]

FOR VALUE RECEIVED, Ventas Realty, Limited Partnership, a Delaware limited partnership (“Seller”), hereby transfers and assigns to , a [certain Purchasers are permitted per the Agreement] (“Purchaser”), all of Seller’s right, title and interest, if any, in the following (collectively, the “Personal Property”): (a) the tangible personal property located on the land described in Exhibit A attached hereto and made a part hereof (the “Land”) or in any buildings, structures, fixtures or other improvements located on the Land (the “Improvements”); (b) all transferable warranties or guaranties held by Seller, to the extent relating to the Land or the Improvements, including, without limitation, any construction related warranties or guaranties held by Seller; (c) to the extent assignable, all licenses, certificates, authorizations, approvals, building permits, and other applicable permits and licenses issued by any governmental authority and held by Seller, to the extent relating to the ownership (as opposed to the operation or occupancy) of the Land or the Improvements; (d) all plans and specifications (including architectural, mechanical, plumbing, landscaping, engineering, and electrical plans and specifications), zoning files, drawings, working drawings, plans, site plans, mechanical drawings, and specifications related to the construction or landscaping of the Improvements that Seller owns and has in its possession; and (e) any pending challenges relating to property taxes assessed against the Land or Improvements and any property tax refunds for previous years’ property tax payments.

This ▇▇▇▇ of Sale and Assignment is delivered pursuant to the terms of that certain Agreement for Sale of Real Property and Master Lease Amendments dated as of , 2003 between Seller and Kindred Healthcare, Inc. and Kindred Healthcare Operating, Inc. (the “Sale/Amendment Agreement”). The Personal Property, if any, is transferred in “AS IS”, “WHERE IS”, “WITH ALL FAULTS” condition, and without any warranties, representations or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of, Seller, and otherwise in accordance with the terms of Section 15 and the other provisions of the Sale/Amendment Agreement, except that Seller warrants to Purchaser that its right, title and interest, if any, in the Personal Property is not encumbered by any lien or security interest securing borrowed indebtedness of Seller.

[Signature Page Follows]

M-1

IN WITNESS WHEREOF, Seller has executed this ▇▇▇▇ of Sale and Assignment as of the day of , 2003.


SELLER:

VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership

By:		Ventas, Inc.
Its:		Sole General Partner

		By:

		Name:

		Its:

M-2

EXHIBIT A TO ▇▇▇▇ OF SALE AND ASSIGNMENT

M-3

[EXHIBIT N]

[Letter to the FTC]

N-1

Writer’s Direct Dial: (▇▇▇) ▇▇▇-▇▇▇▇

E-Mail: ▇▇▇▇▇▇@▇▇▇▇.▇▇▇

October 29, 2003

BY HAND

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.

Federal Trade Commission

Premerger Notification Office

Bureau of Competition

▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.

▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Re:

Telephone Conversations on October 23 & 24, 2003

Dear ▇▇▇▇▇▇▇:

This letter serves to confirm our telephone conversations of Thursday, October 23, 2003, and Friday, October 24, 2003. Pursuant to these conversations, we agreed that under the factual scenario described below, there would be no reporting obligation under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act”), 15 U.S.C. §18a. In particular, we agreed that such a transaction would qualify for an exemption pursuant to §802.5 of the HSR Rules, 16 C.F.R.§802.5 (notwithstanding that the size-of-persons and size-of-transaction tests are met).

The facts we discussed are as follows:

Company A owns a number of facilities and leases those facilities to Company B. These facilities include real estate, buildings, and improvements, and are used by B in a service industry. B intends to exit the business it conducts at several of these facilities. B understands

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.

October 29, 2003

Page 2

that A is unwilling to consent to B’s subleasing the facilities (or consent to an assignment by B of the lease of the facilities) to third parties. Thus, in order to exit the business, B must purchase the facilities from A, which will enable B to sell them on to third parties. While B plans to sell the facilities to several third parties, B will not be in a position to close these divestitures simultaneously with the closing of B’s acquisition of the facilities from A. Thus, B will own and operate the facilities for a period that is expected to vary by purchaser (from several weeks to over six months). Company B has already signed letters of intent to sell two of the facilities, and expects to sign another prior to closing on its acquisition of the facilities. (However, B does not expect that letters of intent will be signed in relation to all of the divestitures of the facilities before the closing of B’s acquisition of the facilities from A.) B’s purpose in purchasing the facilities is solely to facilitate the disposition of the facilities. For accounting purposes, Company B will reflect the facilities on its balance sheet as assets “held for sale.”

Based on our call, I understand that you agree with our view that the acquisition by B (from A) is exempt under §802.5 of the HSR Rules, as B would hold the acquired assets “solely for rental or investment purposes.”

I would greatly appreciate if you could call me at ▇▇▇-▇▇▇-▇▇▇▇ to confirm that this letter accurately summarizes our conversation and your views on this issue. Thank you for your attention to this matter.

Very truly yours

/s/ ▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇▇

AGREEMENT FOR SALE OF REAL ESTATE AND MASTER LEASE AMENDMENTS BETWEEN VENTAS REALTY, LIMITED PARTNERSHIP AND KINDRED HEALTHCARE, INC. AND KINDRED HEALTHCARE OPERATING, INC. November 5, 2003

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