First Amendment to Master Lease Agreement between Ventas Realty, L.P. and Various THI Entities

Summary

This amendment updates the Master Lease Agreement originally signed on November 1, 2002, between Ventas Realty, Limited Partnership (Landlord) and several THI and Millennium Health entities (Tenants). The main change is the replacement of Schedule 2, which details each tenant's proportionate share. The amendment confirms that no default exists under the lease and states that its terms will control in case of conflict with the original lease. All other terms of the lease remain unchanged. The amendment is effective as of November 1, 2002.

EX-10.4.3 18 dex1043.txt FIRST AMENDMENT TO MASTER LEASE AGREEMENT Exhibit 10.4.3 THIS FIRST AMENDMENT TO MASTER LEASE AGREEMENT (this "Amendment") is made and entered into this 28th day of April, 2003, by and between VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord") and THI OF OHIO AT CHARDON, LLC, THI OF OHIO AT GREENBRIAR NORTH, LLC, TRANS HEALTHCARE OF OHIO, INC., THI OF OHIO ALFS AT THE COMMONS, LLC, THI OF MARYLAND AT SOUTH RIVER, LLC, MILLENNIUM HEALTH AND REHABILITATION CENTER OF FORESTVILLE, LLC, AND MILLENNIUM HEALTH AND REHABILITATION CENTER OF ELLICOTT CITY, LLC (collectively, "Tenant") and shall be deemed effective as of November 1, 2002 (the "Effective Date"). RECITALS WHEREAS, Tenant and Landlord are parties to that certain Master Lease Agreement dated as of November 1, 2002 (the "Lease"); WHEREAS, at the request of Tenant, the parties desire to amend the Lease on the terms hereinafter set forth; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged hereby, the parties hereto agree to incorporate the foregoing recitals as if the same were more particularly set forth in the body of this Agreement and further agree as follows: 1. Replacement of Schedule 2. Effective as of the Effective Date, Schedule 2 (Tenant's Proportionate Shares) attached to the Lease is hereby deleted in its entirety and replaced with the attached Schedule 2 (Tenant's Proportionate Shares). 2. No Default. Tenant hereby represents and warrants to Landlord that no condition exists that constitutes an Event of Default under the Lease or would with the giving of notice or the passage of time constitute an Event of Default under the Lease. 3. Amendment Controlling. This Amendment is considered by the parties to the Lease to be an integral part of such Lease. If there is any conflict between the terms of the Lease and this Amendment, the terms of this Amendment shall control. Except as expressly amended herein, all other terms, agreements, and conditions of the Lease shall remain unmodified and in full force and effect. 4. Counterparts/Fax Signatures. This Amendment may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts when taken together will constitute one in the same agreement. Confirmation of the execution of this Agreement by telex or by telecopy or telefax of a facsimile page(s) executed by the parties shall be binding upon the parties hereto. [Signature Page to Follow] IN WITNESS WHEREOF, the parties have caused this First Amendment to Master Lease Agreement to be executed as of the date first above written. LANDLORD: Witness: VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership By: Ventas, Inc., a Delaware corporation /s/ Donna Cote - ------------------------------------ Name: Donna Cote /s/ Kimberly S. Tobin By:/s/ T. Richard Riney - ------------------------------------ ------------------------------------- Name: Kimberly S. Tobin Name: T. Richard Riney Title: Executive Vice President and General Counsel TENANT: Witness: THI OF OHIO AT CHARDON, LLC THI OF OHIO AT GREENBRIAR NORTH, LLC /s/ Robin K. Partridge - ------------------------------------ Name: Robin K. Partridge TRANS HEALTHCARE OF OHIO, INC. THI OF OHIO ALFs AT THE COMMONS, LLC /s/ Devon Moyer - ------------------------------------ Name: Devon Moyer THI OF MARYLAND AT SOUTH RIVER, LLC MILLENNIUM HEALTH AND REHABILITATION CENTER OF FORESTVILLE, LLC MILLENNIUM HEALTH AND REHABILITATION CENTER OF ELLICOTT CITY, LLC By: /s/ Jeffrey A. Barnhill -------------------------------------- Name: Jeffrey A. Barnhill Title: Senior Vice President GUARANTOR HEREBY AGREES AND CONSENTS TO THIS FIRST AMENDMENT TO MASTER LEASE AGREEMENT: GUARANTOR: TRANS HEALTHCARE, INC., a Delaware corporation By: /s/ Anthony F. Misitano -------------------------------------- Name: Anthony F. Misitano Title: President TRANS HEALTHCARE OF OHIO, INC., a Delaware corporation By: /s/ Anthony F. Misitano -------------------------------------- Name: Anthony F. Misitano Title: President THI OF OHIO ALFS, INC., a Delaware corporation By: /s/ Anthony F. Misitano -------------------------------------- Name: Anthony F. Misitano Title: President THI PROPERTIES, INC., a Delaware corporation By: /s/ Anthony F. Misitano -------------------------------------- Name: Anthony F. Misitano Title: President THI SERVICES CORP., a Delaware corporation By: /s/ Anthony F. Misitano -------------------------------------- Name: Anthony F. Misitano Title: President THI SPECIALTY HOSPITALS OF OHIO, INC., a Delaware corporation By: /s/ Anthony F. Misitano -------------------------------------- Name: Anthony F. Misitano Title: President TRANS HEALTH MANAGEMENT, INC., a Delaware corporation By: /s/ Anthony F. Misitano -------------------------------------- Name: Anthony F. Misitano Title: President THI OF MARYLAND, INC., a Delaware corporation By: /s/ Anthony F. Misitano -------------------------------------- Name: Anthony F. Misitano Title: President PHYSICAL THERAPY PLUS, INC., a Pennsylvania corporation By: /s/ Anthony F. Misitano -------------------------------------- Name: Anthony F. Misitano Title: President DALE J. CORDIAL, PT, INC., a Pennsylvania corporation By: /s/ Anthony F. Misitano -------------------------------------- Name: Anthony F. Misitano Title: President DALE J. CORDIAL, PT, INC., NUMBER 4, a Pennsylvania corporation By: /s/ Anthony F. Misitano -------------------------------------- Name: Anthony F. Misitano Title: President THE PT GROUP OF PENN HILLS, a Pennsylvania general partnership By: Trans Healthcare, Inc., a Delaware corporation, its Partner By: /s/ Anthony F. Misitano ---------------------------------- Name: Anthony F. Misitano Title: President THE PT GROUP PHYSICAL THERAPY FOR WOMEN, a Pennsylvania general partnership By: Dale J. Cordial, PT, Inc., a Pennsylvania corporation, its Partner By: /s/ Anthony F. Misitano ---------------------------------- Name: Anthony F. Misitano Title: President THE PT GROUP OF MOON TOWNSHIP, a Pennsylvania general partnership By: Dale J. Cordial, PT, Inc., Number 4, a Pennsylvania corporation, its Partner By: /s/ Anthony F. Misitano ---------------------------------- Name: Anthony F. Misitano Title: President THI Therapy Concepts, LLC, a Delaware limited liability company By: /s/ Jeffrey A. Barnhill -------------------------------------- Name: Jeffrey A. Barnhill Title: Vice-President THI SERVICES OF MARYLAND, LLC, a Delaware limited liability company By: /s/ Jeffrey A. Barnhill -------------------------------------- Name: Jeffrey A. Barnhill Title: Vice-President SCHEDULE 2 Tenant's Proportionate Shares 1. THI of Ohio at Chardon, LLC = 14.38491% 2. THI of Ohio at Greenbriar North, LLC = 19.63150% 3. THI of Ohio ALFs at the Commons, LLC = 4.36991% 4. THI of Maryland at South River, LLC = 14.52840% 5. Millennium Health and Rehabilitation Center of Forestville, LLC = 21.13208% 6. Millennium Health and Rehabilitation Center of Ellicott City, LLC = 19.49665% 7. Trans Healthcare of Ohio, Inc. = 6.45655%