EXHIBIT 4.1
AMENDMENT NO. 1 TO
SUPPLEMENTAL INDENTURE NO. 3
by and between
HEALTH CARE REIT, INC.
and
THE BANK OF NEW YORK TRUST COMPANY, N. A.
As of September 13, 2004
SUPPLEMENTAL TO THE INDENTURE DATED AS OF SEPTEMBER 6, 2002
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HEALTH CARE REIT, INC.
6.0% Senior Notes due 2013
This AMENDMENT NO. 1 to SUPPLEMENTAL INDENTURE NO. 3 (this
"Amendment No. 1") is made and entered into as of September 13, 2004 by and
between HEALTH CARE REIT, INC., a Delaware real estate investment trust (the
"Company"), and THE BANK OF NEW YORK TRUST COMPANY, N. A., a national banking
association and successor to Fifth Third Bank, as Trustee (the "Trustee").
WITNESSETH THAT:
WHEREAS, the Company and the Trustee have executed and delivered an
Indenture, dated as of September 6, 2002 (as amended, supplemented or otherwise
modified from time to time, the "Base Indenture" and, together with Supplemental
Indenture No. 3, dated as of October 29, 2003 ("Supplemental Indenture No. 3"),
as amended by this Amendment No. 1 and as further amended, supplemented or
otherwise modified from time to time, the "Indenture") to provide for the
issuance of the Company's senior debt securities (the "Securities") to be issued
from time to time in one or more series; and
WHEREAS, pursuant to the terms of the Base Indenture and Supplemental
Indenture No. 3, the Company established and issued a series of its Securities
designated as its 6.0% Senior Notes due 2013 (the "Notes") in the initial
aggregate principal amount of $250,000,000, subject to the right of the Company
to reopen such series for issuances of additional securities of such series; and
WHEREAS, the Company desires to reopen such series and issue
$50,000,000 aggregate principal amount of additional Notes which will constitute
a further issuance of, and will be consolidated with, the Notes so as to form a
single series therewith, and will have the same CUSIP number and same terms as
the Notes.
NOW, THEREFORE, THIS AMENDMENT NO. 1 WITNESSETH:
Pursuant to terms of the Base Indenture and Supplemental Indenture No.
3, the series of Notes established by the Supplemental Indenture No. 3 is hereby
reopened and there is hereby authorized for issuance, authentication and
delivery $50,000,000 aggregate principal amount of additional Notes (the
"Additional Notes") of the same series as the Notes initially issued under the
Supplemental Indenture No. 3, and in consideration of the premises and the
purchase and acceptance of the Additional Notes by the Holders thereof, the
Company mutually covenants and agrees with the Trustee, for the equal and
proportionate benefit of all Holders of the Notes, that the Supplemental
Indenture No. 3 is hereby supplemented and amended, to the extent and for the
purposes expressed herein, as follows:
ARTICLE 1
AMENDMENTS TO SUPPLEMENTAL INDENTURE NO. 1
SECTION 1.1 The Supplemental Indenture No. 3 is hereby amended and
supplemented as follows:
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(a) The series of Notes established by the Supplemental Indenture No.
3 is hereby reopened for the issuance of Additional Notes in an aggregate
principal amount of $50,000,000, which shall constitute a further issuance of,
and will be consolidated with, the Notes so as to form a single series with the
Notes, with the same CUSIP number as the Notes, and shall have the same terms as
the Notes, except that the Additional Notes will be issued on September 16,
2004, and interest on the Additional Notes shall accrue from May 15, 2004. The
form of the Notes, including the Additional Notes, are set forth in the
Supplemental Indenture No. 3, and such form with respect to the Additional Notes
may contain such changes as may be appropriate to reflect the issuance of the
Additional Notes and the amendment of the Supplemental Indenture No. 3 by this
Amendment No. 1.
(b) All references to the Notes in the Supplemental Indenture No. 3
and the form of the Notes set forth in the Supplemental Indenture No. 3 shall be
amended, supplemented and deemed to include the Additional Notes issued
hereunder, except that the date of issuance of, and the date from which interest
will begin to accrue on, the Additional Notes shall be as set forth in this
Amendment No. 1.
(c) The Additional Notes shall be subject to, and be entitled to the
benefits of the Supplemental Indenture No. 3, as amended hereby, except that the
date of issuance of, and the date from which interest will begin to accrue on,
the Additional Notes shall be as set forth in this Amendment No. 1.
ARTICLE 2
EFFECTIVENESS
SECTION 2.1 This Amendment No. 1 shall be effective for all
purposes as of the date and time this Amendment No. 1 has been executed and
delivered by the Company and the Trustee in accordance with Article Nine of the
Indenture. As supplemented hereby, the Indenture is hereby confirmed as being in
full force and effect.
ARTICLE 3
MISCELLANEOUS
SECTION 3.1 Unless otherwise provided in this Amendment No. 1, all
defined terms used in this Amendment No. 1 shall have the meanings assigned to
them in the Supplemental Indenture No. 3.
SECTION 3.2 In the event any provision of this Amendment No. 1 shall
be held invalid or unenforceable by any court of competent jurisdiction, such
holding shall not invalidate or render unenforceable any other provision hereof
or any provision of the Indenture.
SECTION 3.3 To the extent that any term of this Amendment No. 1 or the
Notes (including the Additional Notes) are inconsistent with the terms of the
Indenture, the terms of this
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Amendment No. 1 or the Notes (including the Additional Notes) shall govern and
supersede such inconsistent terms.
SECTION 3.4 This Amendment No. 1 shall be governed by and construed
in accordance with the laws of the State of Delaware.
SECTION 3.5 This Amendment No. 1 may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, the Company and the Trustee have caused this
Amendment No. 1 to be executed as an instrument under seal in their respective
corporate names as of the date first above written.
HEALTH CARE REIT, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Chairman and Chief Executive Officer
THE BANK OF NEW YORK TRUST COMPANY, N. A.,
as Trustee
By: /s/ Xxxxxxxx Xxxxxxxx
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Name: Xxxxxxxx Xxxxxxxx
Title: Assistant Vice President
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