EX-4.3



 Exhibit 4.3 

AMENDMENT NO. 1 TO 
 SUPPLEMENTAL
INDENTURE NO. 11 
 by and between 

WELLTOWER INC. 
 and 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 

As of October 19, 2015 

SUPPLEMENTAL TO THE INDENTURE DATED AS OF MARCH 15, 2010 
  

 
 WELLTOWER INC.

 4.000% Notes due 2025 







 This AMENDMENT NO. 1 TO SUPPLEMENTAL INDENTURE NO. 11 (this “Amendment No. 1”) is
made and entered into as of October 19, 2015 between WELLTOWER INC., a Delaware corporation formerly known as Health Care REIT, Inc. (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association
duly organized and existing under the laws of the United States of America, as Trustee (the “Trustee”). 
 WITNESSETH THAT:

 WHEREAS, the Company and the Trustee have executed and delivered an Indenture, dated as of March 15, 2010 (as amended,
supplemented or otherwise modified from time to time, the “Base Indenture” and, together with Supplemental Indenture No. 11 dated as of May 26, 2015 (“Supplemental Indenture No. 11”), 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 future 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. 11, the
Company established and issued a series of its Securities designated as its 4.000% Notes due 2025 (the “Notes”) in the initial aggregate principal amount of $750,000,000, 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 $500,000,000
aggregate principal amount of additional Notes which will constitute a further issuance of, will be fungible with and will be consolidated and form a single series with the Notes, 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. 11, the series of Notes established by Supplemental Indenture
No. 11 is hereby reopened and there is hereby authorized for issuance, authentication and delivery $500,000,000 aggregate principal amount of additional Notes (the “Additional Notes”) of the same series as the Notes initially issued
under Supplemental Indenture No. 11, 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 Supplemental Indenture No. 11 is hereby supplemented and amended, to the extent and for the purposes expressed herein, as follows: 

ARTICLE 1 
 AMENDMENTS TO
SUPPLEMENTAL INDENTURE NO. 11 
 Section 1.1 Supplemental Indenture No. 11 is hereby amended and supplemented as
follows: 
 (a) The series of Notes established by Supplemental Indenture No. 11 is hereby reopened for the issuance of Additional
Notes in an aggregate principal amount of $500,000,000, 

  
 2 








 
which shall constitute a further issuance of, will be fungible with and will be consolidated with and 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 October 19, 2015, and interest on the Additional Notes shall accrue from May 26, 2015. The form of the Notes, including the Additional Notes, are set forth in
Supplemental Indenture No. 11, 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 Supplemental Indenture No. 11 by this
Amendment No. 1. 
 (b) All references to the Notes in Supplemental Indenture No. 11 and the form of the Notes set forth in
Supplemental Indenture No. 11 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
Supplemental Indenture No. 11, 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 Base Indenture. As amended and 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 Supplemental Indenture No. 11. 
 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 terms of Supplemental Indenture No. 11, as amended by this Amendment No. 1, or the
Notes (including the Additional Notes) are inconsistent with the terms of the Indenture, the terms of Supplemental Indenture No. 11, as amended by this Amendment No. 1, or the Notes (including the Additional Notes) shall govern and
supersede such inconsistent terms. 
 Section 3.4 The Trustee shall not be responsible for the validity or sufficiency of this
Amendment No. 1, or for the recitals contained herein, all of which shall be taken as statements of the Company. 

  
 3 








 Section 3.5 This Amendment No. 1 shall be governed by and construed in
accordance with the laws of the State of New York. 
 Section 3.6 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. 
 [Signature page
follows.] 

  
 4 








 IN WITNESS WHEREOF, the Company and the Trustee have caused this Amendment No. 1 to
be executed in their respective corporate names as of the date first above written. 
  

			
	WELLTOWER INC.
		
	By:	 	 /s/ Scott A. Estes

	Name:	 	Scott A. Estes
	Title:	 	Executive Vice President and Chief Financial Officer
	
	THE BANK OF NEW YORK TRUST COMPANY, N. A., as Trustee
		
	By:	 	 /s/ Valere Boyd

	Name:	 	Valere Boyd
	Title:	 	Vice President



  
 5