FIRST AMENDMENT TO MASTER LEASE AGREEMENT

EXHIBIT 10.59

FIRST AMENDMENT TO MASTER LEASE AGREEMENT

THIS FIRST AMENDMENT TO MASTER LEASE AGREEMENT (“Amendment”) is dated as of June 20, 2007 (“Amendment Effective Date”) between HCRI MASSACHUSETTS PROPERTIES TRUST II, a Massachusetts business trust organized under the laws of the Commonwealth of Massachusetts (“Landlord”), having its principal office located at One SeaGate, Suite 1500, P. O. Box 1475, Toledo, Ohio ###-###-####, and KINDRED NURSING CENTERS EAST, L.L.C., a Delaware limited liability company organized under the laws of the State of Delaware (“Tenant”), having its chief executive office located at 680 South Fourth Avenue, Louisville, Kentucky 40202.

R E C I T A L S

A. Landlord has leased to Tenant property located in Massachusetts (collectively called “Property”) pursuant to a Master Lease Agreement dated as of February 28, 2006, as amended from time to time (“Lease”).

B. As of the Amendment Effective Date of this Amendment, and pursuant to the exercise of Tenant’s Option to Purchase, HCN-MA II has conveyed the Dedham MOB (as defined in the Lease) located in Dedham Massachusetts.

C. Landlord and Tenant desire to amend the Lease to remove the Dedham MOB from the Lease.

NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.

1. Definitions. Any capitalized terms not defined in this Amendment shall have the meaning set forth in the Lease.

2. Amended Definitions. The definitions of “Investment Amount”, “Option Amount”, and “Rent Schedule” in §1.4 of the Lease are hereby amended to read in their entireties as follows (added language in italics):

“Investment Amount means $122,000,000.00 as of the Effective Date less the sum of (i) the MOB Base Price plus (ii) one-third of the property appreciation (as defined in Section 13.8).

“Option Amount” means the Investment Amount (as of the Effective Date), plus a cumulative annual increase by 2% on each anniversary of the Commencement Date less the sum of [i] the MOB Base Price plus (ii) one-third of the property appreciation (as defined in Section 13.8).

“Rent Schedule” means the schedule issued by Landlord to Tenant showing the Base Rent to be paid by Tenant pursuant to the terms of this Lease, as such schedule is amended from time to time by Landlord. The initial Rent Schedule is attached to this Lease as Schedule 1 or will be attached following Closing if the Rent Schedule cannot be determined until the day of Closing. The Rent Schedule to be in effect upon the Amendment Effective Date of the First Amendment to Master Lease Agreement is attached as Schedule 1-A.

3. Amendment Rent Schedule. The Lease is hereby amended to add a new Schedule 1-A in the form of Schedule 1-A attached hereto and made a part hereof.

4. Legal Description. Exhibit A-5 of the Lease is hereby amended to read in its entirety as set forth on Exhibit A-5 attached hereto and made a part hereof.

5. Permitted Exceptions. Exhibit B-5 of the Lease is hereby amended to read in its entirety as set forth on Exhibit B-5 attached hereto and made a part hereof.

6. Facility Information. Exhibit C of the Lease is hereby amended to read in its entirety as set forth on Exhibit C attached hereto and made a part hereof.

7. Assigned Leases and Tenancies. Exhibit G of the Lease is hereby amended to read in its entirety as set forth on Exhibit G attached hereto and made a part-hereof.

8. Affirmation. Except as specifically modified by this Amendment, the terms and provisions of the Lease are hereby affirmed and shall remain in full force and effect.

9. Binding Effect. This Amendment will be binding upon and inure to the benefit of the successors and permitted assigns of Landlord and Tenant.

10. Further Modification. The Lease may be further modified only by writing signed by Landlord and Tenant.

11. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original hereof, but all of which will constitute one and the same document.

12. Consent of Guarantor. This Amendment shall have no force or effect unless and until each Guarantor has executed the Consent of Guarantor set forth below.

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the date first set forth above.

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The foregoing instrument was acknowledged before me this 15 day of June, 2007 by Erin C. Ibele, the Senior Vice President-Administration and Corporate Secretary of HCRI Massachusetts Properties, Inc., a Delaware corporation, as Trustee, on behalf of and as the free act and deed of HCRI Massachusetts Properties Trust II, a Massachusetts business trust.

		/s/ Rita J. Rogge
		Notary Public
My Commission Expires:		[SEAL]

COMMONWEALTH KENTUCKY

Jefferson, ss.

On this 18th day of June, 2007, before me, the undersigned notary public, personally appeared Gregory C. Miller, the Sr. V.P. Corp. Dev. & Fin. Planning of KINDRED NURSING CENTERS EAST, L.L.C. and proved to me through satisfactory evidence of identification, which was a Kentucky Driver’s License, to be the person whose name is signed on this document, and acknowledged to me that he signed it voluntarily in his capacity as Sr. V.P. Corp. Dev. & Fin. Pl. for its stated purpose, as his free act and deed and the free act and deed of KINDRED NURSING CENTERS EAST, L.L.C.

/s/ Patricia A. Burkhead

Notary Public

My commission expires:

THIS INSTRUMENT PREPARED BY:

Cynthia L. Rerucha, Esq.

Shumaker, Loop & Kendrick, LLP

1000 Jackson Street

Toledo, Ohio 43624

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CONSENT OF GUARANTOR

In connection with the Unconditional and Continuing Lease Guaranty (“Guaranty”) made by the undersigned Guarantors in favor of Landlord dated as of February 28, 2006, the undersigned Guarantors hereby [i] consent to the foregoing First Amendment to Master Lease Agreement (“Amendment”), [ii] affirm the Guaranty which shall remain in full force and effect and secure the Guaranteed Obligations, as defined in the Guaranty, and [iii] waive any suretyship defenses arising in connection with the Amendment All capitalized terms not defined herein shall have the meaning set forth in the foregoing Amendment.

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KINDRED HEALTHCARE OPERATING. INC. - MASTER LEASE

HEALTH CARE REIT, INC.

EXHIBIT A-5: LEGAL DESCRIPTION

Facility Name: Highgate Manor Center for Health and Rehabilitation

The land together with the improvements now or hereafter located thereon, situated in Dedham, Norfolk County, Commonwealth of Massachusetts, known as 10 Carematrix Drive, being depicted as Lot 9 on a plan entitled, “Subdivision of Lot 5 as shown on Land Court Plan 25941B in Dedham, Massachusetts Prepare for Dedham Endicott LLC, Prepared by Vanasse Hangen Brustlin, Inc., Scale: 1 inch = 80 Feet, Dated July 6, 2005, Revised: August 5, 2005,” filed with the Land Registration Office on May 30, 2007 and filed as Land Court Plan No. 25941C.

EXHIBIT B-5: PERMITTED EXCEPTIONS

Facility Name: Highgate Manor Center for Health and Rehabilitation

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EXHIBIT C: FACILITY INFORMATION

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EXHBIT G: ASSIGNED LEASES AND TENANCIES

AVERY MEDICAL OFFICE BUILDING LEASES