FIRST AMENDMENT TO PAIRING AGREEMENT
Dated: November 6, 1997
Reference is hereby made to that certain Pairing Agreement dated as of the
20th day of December, 1979 by and between Santa Xxxxx Realty Enterprises, Inc.,
a Delaware corporation ("Realty"), and Santa Xxxxx Operating Company, a Delaware
corporation ("Operating") (herein the "Original Agreement").
WHEREAS, pursuant to that certain Third Amended and Restated Agreement and
Plan of Merger, by and among Meditrust, Meditrust Acquisition Company ("MAC"),
Realty and Operating, dated as of April 13, 1997, Meditrust merged with and into
Realty, with Realty as the surviving corporation, and MAC merged with and into
Operating, with Operating as the surviving corporation (the "Merger");
WHEREAS, in connection with the Merger, Realty has changed its corporate
name to "Meditrust Corporation" and Operating changed its corporate name to
"Meditrust Operating Company"; and
WHEREAS, each of Meditrust Corporation and Meditrust Operating Company
desires to amend the Original Agreement to more fully reflect the agreement
between the parties.
NOW, THEREFORE, in consideration of the mutual agreements contained in the
Original Agreement and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. In Section 2(c) of the Original Agreement, the phrase "date of exercise"
shall be replaced with the phrase "date of grant."
2. In Section 2(d) of the Original Agreement, the phrase "date of exercise"
shall be replaced with the phrase "date of grant."
3. As modified by this Amendment, the Original Agreement is ratified,
confirmed and approved in all respects.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
MEDITRUST CORPORATION MEDITRUST OPERATING COMPANY
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, its President Xxxxxxx X. Xxxxxx, its Chief
Executive Officer
