Exhibit 10.1

 

EXECUTION COPY

 

AMENDMENT NO. 1

 

Dated as of March 27, 2012

 

to

 

CREDIT AGREEMENT

 

Dated as of March 11, 2011

 

THIS AMENDMENT NO. 1 (this “Amendment”) is made as of March 27, 2012 by and among HCP, Inc., a Maryland corporation (the “Borrower”), the financial institutions listed on the signature pages hereof and Bank of America, N.A., as Administrative Agent (the “Administrative Agent’), under that certain Credit Agreement dated as of March 11, 2011 by and among the Borrower, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”).  Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

 

WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent agree to an amendment to the Credit Agreement; and

 

WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent have so agreed on the terms and conditions set forth herein;

 

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders party hereto and the Administrative Agent hereby agree to enter into this Amendment.

 

1.             Amendment to the Credit Agreement.  Effective as of the Amendment No. 1 Effective Date (as defined below), the parties hereto agree that the Credit Agreement is hereby amended as follows:

 

(a)           The definition of “Applicable Rate” appearing in Section 1.01 of the Credit Agreement is amended to delete the pricing grid appearing therein and to replace such pricing grid with the following:

 

	
 
    	
 
    	
 
    	
 
    	
Revolving Loans
    	
 
    
	
Pricing
   Level
    	
 
    	
Debt Ratings
    	
 
    	
Applicable
   Rate for
   Eurocurrency
   Rate Loans
   and Letter of
   Credit Fees
    	
 
    	
Applicable
   Rate for
   Base Rate
   Loans
    	
 
    
	
1
    	
 
    	
>A- / >A3
    	
 
    	
100 bps
    	
 
    	
 
    	
0 bps
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
2
    	
 
    	
>BBB+ / >Baa1
    	
 
    	
107.5 bps
    	
 
    	
 
    	
7.5 bps
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
3
    	
 
    	
>BBB / >Baa2
    	
 
    	
122.5 bps
    	
 
    	
 
    	
22.5 bps
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
4
    	
 
    	
>BBB- / >Baa3
    	
 
    	
147.5 bps
    	
 
    	
 
    	
32.5 bps
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
5
    	
 
    	
<BBB- / <Baa3 or non-rated
    	
 
    	
185 bps
    	
 
    	
 
    	
85 bps
    	
 
    	
 
    


 











 

(b)           The definition of “Consolidated Total Asset Value” appearing in Section 1.01 of the Credit Agreement is amended to add the proviso “; provided that, for purposes of calculating the Leverage Ratio, Consolidated Total Asset Value shall not include the aggregate amount of unrestricted cash and cash equivalents netted against Indebtedness of the Borrower and its Subsidiaries maturing in the immediately succeeding 24 months” to the end thereof.

 

(c)           The definition of “Facility Fee Rate” appearing in Section 1.01 of the Credit Agreement is amended to delete the pricing grid appearing therein and to replace such pricing grid with the following:

 

	
Pricing Level
    	
 
    	
Facility Fee
    	
 
    
	
1
    	
 
    	
15 bps
    	
 
    	
 
    
	
2
    	
 
    	
17.5 bps
    	
 
    	
 
    
	
3
    	
 
    	
22.5 bps
    	
 
    	
 
    
	
4
    	
 
    	
32.5 bps
    	
 
    	
 
    
	
5
    	
 
    	
45 bps
    	
 
    	
 
    


 

(d)           The definition of “Revolving Maturity Date” appearing in Section 1.01 of the Credit Agreement is amended to delete the date “March 11, 2015” appearing therein and to replace such date with the date “March 11, 2016”.

 

(e)           Section 1.01 of the Credit Agreement is amended to add the following definition thereto in the appropriate alphabetical order:

 

“Amendment No. 1 Effective Date” means March 27, 2012.

 

(f)            Clause (d) of Section 2.15 of the Credit Agreement is amended to delete the percentage “0.30%” appearing therein and to replace such percentage with the percentage “0.15%”.

 

(g)           Clause (e) of Section 7.10 of the Credit Agreement is amended to (i) delete the amount “$6,961,879,000” appearing therein and to replace such amount with the amount “$8,011,509,000” and (ii) delete the reference to “Closing Date” appearing therein and to replace such reference with “Amendment No. 1 Effective Date”.

 

(h)           Schedule 2.01 to the Credit Agreement is hereby replaced in its entirety with the Schedule 2.01 attached hereto.

 

(i)            Schedule 2.02 to the Credit Agreement is hereby replaced in its entirety with the Schedule 2.02 attached hereto.

 

2.             Departing Lenders and New Lenders.  The parties hereto hereby acknowledge and agree that:

 

2











 

(a)           Each of Taiwan Business Bank, Los Angeles Branch, State Bank of India, First Commercial Bank, Los Angeles Branch, Bank of Taiwan, Los Angeles Branch, Cathay United Bank, Ltd., The Bank of East Asia, Limited, Los Angeles Branch, Hua Nan Commercial Bank, Ltd., New York Agency, Taipei Fubon Commercial Bank Co., Ltd., Mega International Commercial Bank Co., Ltd., Los Angeles Branch and Mega International Commercial Bank Co., Ltd., New York Branch (each a “Departing Lender” and collectively, the “Departing Lenders”) is entering into this Amendment solely to evidence its exit from the Credit Agreement and shall have absolutely no obligation hereunder.  Upon the effectiveness hereof and the payment described in Section 2(c)(iii), each Departing Lender shall no longer (i) constitute a “Lender” for all purposes under the Loan Documents, (ii) be a party to the Credit Agreement or (iii) have any obligations under any of the Loan Documents, in each case, without further action required on the part of any Person;

 

(b)           Each of Royal Bank of Canada, City National Bank, Comerica Bank and Taiwan Cooperative Bank, Los Angeles Branch (each a “New Lender” and collectively, the “New Lenders”) is entering into this Amendment and the Credit Agreement as a new Lender thereunder.  Upon the effectiveness hereof and the execution hereof by each New Lender, such New Lender shall constitute a “Lender” for all purposes under the Loan Documents; and

 

(c)           upon the effectiveness hereof: (i) the Administrative Agent shall be entitled to make or take such reallocations, sales, assignments or other relevant actions in respect of each Lender’s Revolving Loans, participations in Letters of Credit, participations in Swingline Loans and Alternative Currency Loan Credit Exposure, if any, under the Credit Agreement as it deems necessary to reflect the rights and obligations of the Lenders (including the Departing Lenders and the New Lenders) under the Credit Agreement as amended hereby, (ii) each Departing Lender’s “Revolving Commitment” under the Credit Agreement shall be terminated, (iii) each Departing Lender shall have received payment in full in immediately available funds of all of its outstanding Revolving Loans, funded participations in Letters of Credit, funded participations in Swingline Loans and Alternative Currency Loan Credit Exposure, all interest thereon and all other amounts payable to it under the Credit Agreement, (iv) each Departing Lender shall not be a Lender hereunder as evidenced by its execution and delivery of its signature page hereto and (v) the defined term “Lenders” in the Credit Agreement shall exclude the Departing Lenders; provided, however, that, as described in Section 3.07 of the Credit Agreement, each Departing Lender shall continue to have the benefit of Article III of the Credit Agreement.  The Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Rate Loans and the reallocation described in clause (i) above, in each case on the terms and in the manner set forth in Section 3.05 of the Credit Agreement.

 

3.             Conditions of Effectiveness.  The effectiveness of this Amendment (the “Amendment No. 1 Effective Date”) is subject to the conditions precedent that:

 

(a)           the Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower, the Lenders (including the Departing Lenders), the New Lenders and the Administrative Agent;

 

(b)           the Administrative Agent shall have received such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer authorized to act as a Responsible Officer in connection with this Amendment and the Loan Documents;

 

3











 

(c)           the Administrative Agent shall have received such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in its state of organization and in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

 

(d)           the Administrative Agent shall have received favorable opinions of Skadden, Arps, Slate Meagher & Flom LLP and Ballard Spahr LLP, counsels to the Borrower, addressed to the Administrative Agent and each Lender;

 

(e)           the Administrative Agent shall have received a certificate signed by a Responsible Officer certifying (A) that the conditions specified in Section 4.02 of the Credit Agreement have been satisfied; (B) the current Debt Ratings; and (C) that, as of the date of the last financial statements delivered pursuant to the Credit Agreement, the Borrower was in pro forma compliance with the financial covenants contained in Section 7.10 of the Credit Agreement;

 

(f)            the Administrative Agent shall have received payment of all fees and expenses (including fees and expenses of counsel for the Administrative Agent) due and payable in connection with this Amendment; and

 

(g)           each Departing Lender shall have received substantially concurrently with the Amendment No. 1 Effective Date the payment owing to it as described in Section 2(c)(iii) above.

 

4.             Representations and Warranties of the Borrower.  The Borrower hereby represents and warrants as follows:

 

(a)           This Amendment and the Credit Agreement as modified hereby constitute legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in accordance with their terms.

 

(b)           As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default has occurred and is continuing, and (ii) the representations and warranties of the Borrower set forth in Article V of the Credit Agreement or in any other Loan Document are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement are deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement.

 

5.             Reference to and Effect on the Credit Agreement.

 

(a)           Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.

 

(b)           Each Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.  Upon the effectiveness hereof, this Amendment shall for all purposes constitute a Loan Document.

 

(c)           Except with respect to the subject matter hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the other Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.

 

4











 

6.             Governing Law.  This Amendment shall be construed in accordance with and governed by the law of the State of New York.

 

7.             Headings.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

 

8.             Counterparts.  This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Signatures delivered by facsimile or PDF shall have the same force and effect as manual signatures delivered in person.

 

[Signature Pages Follow]

 

5











 

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

 

	
 
    	
HCP, INC.,
    
	
 
    	
as   the Borrower
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Timothy M. Schoen
    
	
 
    	
 
    	
Name:   
    	
Timothy   M. Schoen
    
	
 
    	
 
    	
Title:
    	
Executive   Vice President — Chief 
   Financial Officer
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

	
 
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
individually   as a Lender and as Administrative Agent
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Arnie L. Edwards
    
	
 
    	
 
    	
Name:
    	
Arnie   L. Edwards
    
	
 
    	
 
    	
Title:
    	
Director
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

	
 
    	
Name   of Lender:
    
	
 
    	
 
    
	
 
    	
JPMORGAN   CHASE BANK, N.A.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Marc Costantino
    
	
 
    	
 
    	
Name:   
    	
Marc   Costantino
    
	
 
    	
 
    	
Title:   
    	
Executive   Director
    
	
 
    	
 
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

	
 
    	
Name   of Lender:
    
	
 
    	
 
    
	
 
    	
CITIBANK,   N.A.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   John C. Rowland
    
	
 
    	
 
    	
Name:
    	
John   C. Rowland
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

	
 
    	
Name   of Lender:
    
	
 
    	
 
    
	
 
    	
UBS   AG, STAMFORD BRANCH
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Irja R. Otsa
    
	
 
    	
 
    	
Name:   
    	
Irja   R. Otsa
    
	
 
    	
 
    	
Title:   
    	
Associate   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By   
    	
/s/   Mary E. Evans
    
	
 
    	
 
    	
Name:   
    	
Mary   E. Evans
    
	
 
    	
 
    	
Title:   
    	
Associate   Director
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 












 

	
 
    	
Name   of Lender:
    
	
 
    	
 
    
	
 
    	
WELLS   FARGO BANK, N.A.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Michael St. Geme
    
	
 
    	
 
    	
Name:   
    	
Michael   St. Geme
    
	
 
    	
 
    	
Title:   
    	
Managing   Director
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

	
 
    	
Name   of Lender:
    
	
 
    	
 
    
	
 
    	
CREDIT   AGRICOLE CORPORATE AND INVESTMENT BANK
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Thomas Randolph
    
	
 
    	
 
    	
Name:   
    	
Thomas   Randolph
    
	
 
    	
 
    	
Title:   
    	
Managing   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   John Bosco
    
	
 
    	
 
    	
Name:   
    	
John   Bosco
    
	
 
    	
 
    	
Title:   
    	
Vice   President
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

	
 
    	
Name   of Lender:
    
	
 
    	
 
    
	
 
    	
CREDIT   SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Mikhail Faybusovich
    
	
 
    	
 
    	
Name:   
    	
Mikhail   Faybusovich
    
	
 
    	
 
    	
Title:   
    	
Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Alex Verdone
    
	
 
    	
 
    	
Name:   
    	
Alex   Verdone
    
	
 
    	
 
    	
Title:   
    	
Associate
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

	
 
    	
Name   of Lender:
    
	
 
    	
 
    
	
 
    	
GOLDMAN   SACHS BANK USA
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Anna Ostrovsky
    
	
 
    	
 
    	
Name:   
    	
Anna   Ostrovsky
    
	
 
    	
 
    	
Title:   
    	
Authorized   Signatory
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

	
 
    	
Name   of Lender:
    
	
 
    	
 
    
	
 
    	
MORGAN   STANLEY BANK, N.A., as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Michael King
    
	
 
    	
 
    	
Name:   
    	
Michael   King
    
	
 
    	
 
    	
Title:   
    	
Authorized   Signatory
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
MORGAN   STANLEY SENIOR FUNDING, INC., as a Senior Managing Agent
    
	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By
    	
/s/   Michael King
    
	
 
    	
 
    	
Name:   
    	
Michael   King
    
	
 
    	
 
    	
Title:   
    	
Vice   President
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

	
 
    	
Name   of Lender:
    
	
 
    	
 
    
	
 
    	
ROYAL   BANK OF CANADA
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Joshua Freedman
    
	
 
    	
 
    	
Name:   
    	
Joshua   Freedman
    
	
 
    	
 
    	
Title:   
    	
Authorized   Signatory
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

	
 
    	
Name   of Lender:
    
	
 
    	
 
    
	
 
    	
THE   ROYAL BANK OF SCOTLAND PLC
    
	
 
    	
By:   
    	
RBS   SECURITIES, as agent
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Brett Thompson
    
	
 
    	
 
    	
Name:   
    	
Brett   Thompson 
    
	
 
    	
 
    	
Title:   
    	
Senior   Vice President
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

	
 
    	
Name   of Lender:
    
	
 
    	
 
    
	
 
    	
THE   BANK OF NEW YORK MELLON
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Rick Laudisi
    
	
 
    	
 
    	
Name:   
    	
Rick   Laudisi
    
	
 
    	
 
    	
Title:   
    	
Managing   Director
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

	
 
    	
Name   of Lender:
    
	
 
    	
 
    
	
 
    	
THE   BANK OF NOVA SCOTIA
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Eugene Dempsey
    
	
 
    	
 
    	
Name:   
    	
Eugene   Dempsey
    
	
 
    	
 
    	
Title:   
    	
Director
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

	
 
    	
Name   of Lender:
    
	
 
    	
 
    
	
 
    	
KEYBANK,   N.A.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Bellini Lacey
    
	
 
    	
 
    	
Name:   
    	
Bellini   Lacey
    
	
 
    	
 
    	
Title:   
    	
Vice   President
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 




 









 

	
 
    	
Name   of Lender:
    
	
 
    	
 
    
	
 
    	
PNC   BANK, N.A.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Tyler Lowry
    
	
 
    	
 
    	
Name:   
    	
Tyler   Lowry
    
	
 
    	
 
    	
Title:   
    	
Vice   President
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

	
 
    	
Name   of Lender:
    
	
 
    	
 
    
	
 
    	
SUNTRUST   BANK
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   W. Bradley Hamilton
    
	
 
    	
 
    	
Name:   
    	
W.   Bradley Hamilton
    
	
 
    	
 
    	
Title:   
    	
Director
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

	
 
    	
Name   of Lender:
    
	
 
    	
 
    
	
 
    	
US   BANK NATIONAL ASSOCIATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Patrick J. Brown
    
	
 
    	
 
    	
Name:   
    	
Patrick   J. Brown
    
	
 
    	
 
    	
Title:   
    	
Vice   President
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

	
 
    	
Name   of Lender:
    
	
 
    	
 
    
	
 
    	
LAND   BANK OF TAIWAN LOS ANGELES BRANCH
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Juifu Chien
    
	
 
    	
 
    	
Name:   
    	
Juifu   Chien
    
	
 
    	
 
    	
Title:   
    	
VP &   General Manager
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

	
 
    	
Name   of Lender:
    
	
 
    	
 
    
	
 
    	
REGIONS   BANK
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Michael J. Kinnick
    
	
 
    	
 
    	
Name:   
    	
Michael   J. Kinnick
    
	
 
    	
 
    	
Title:   
    	
Vice   President
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

	
 
    	
Name   of Lender:
    
	
 
    	
 
    
	
 
    	
CITY   NATIONAL BANK, a national banking association
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Christina K. Pickett
    
	
 
    	
 
    	
Name:   
    	
Christina   K. Pickett
    
	
 
    	
 
    	
Title:   
    	
Vice   President
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

	
 
    	
Name   of Lender:
    
	
 
    	
 
    
	
 
    	
COMERICA   BANK
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Charles Weddell
    
	
 
    	
 
    	
Name:   
    	
Charles   Weddell
    
	
 
    	
 
    	
Title:   
    	
Vice   President
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

	
 
    	
Name   of Lender:
    
	
 
    	
 
    
	
 
    	
CHANG   HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Eric Y.S. Tsai
    
	
 
    	
 
    	
Name:   
    	
Eric   Y.S. Tsai
    
	
 
    	
 
    	
Title:   
    	
VP &   General Manager
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

	
 
    	
Name   of Lender:
    
	
 
    	
 
    
	
 
    	
E   SUN COMMERCIAL BANK, LTD., LOS ANGELES BRANCH
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Edward Chen
    
	
 
    	
 
    	
Name:   
    	
Edward   Chen
    
	
 
    	
 
    	
Title:   
    	
VP &   General Manager
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

	
 
    	
Name   of Lender:
    
	
 
    	
 
    
	
 
    	
TAIWAN   COOPERATIVE BANK, LOS ANGELES BRANCH, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Li Hua Huang
    
	
 
    	
 
    	
Name:   
    	
Li   Hua Huang
    
	
 
    	
 
    	
Title:   
    	
VP &   General Manager
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 












 

	
 
    	
The   undersigned Departing Lender hereby acknowledges and agrees that, from and   after the Amendment No. 1 Effective Date, it is no longer a party to the   Credit Agreement:
    
	
 
    	
 
    
	
 
    	
Name   of Departing Lender:
    
	
 
    	
 
    
	
 
    	
TAIWAN   BUSINESS BANK
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Alex Wang
    
	
 
    	
 
    	
Name:   
    	
Alex   Wang
    
	
 
    	
 
    	
Title:   
    	
S.V.P. &   General Manager
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

	
 
    	
The   undersigned Departing Lender hereby acknowledges and agrees that, from and   after the Amendment No. 1 Effective Date, it is no longer a party to the   Credit Agreement:
    
	
 
    	
 
    
	
 
    	
Name   of Departing Lender:
    
	
 
    	
 
    
	
 
    	
STATE   BANK OF INDIA
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Vijayalakshmi Muddu
    
	
 
    	
 
    	
Name:   
    	
Vijayalakshmi   Muddu
    
	
 
    	
 
    	
Title:   
    	
Vice   President & Head (Syndications)
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

	
 
    	
The   undersigned Departing Lender hereby acknowledges and agrees that, from and   after the Amendment No. 1 Effective Date, it is no longer a party to the   Credit Agreement:
    
	
 
    	
 
    
	
 
    	
Name   of Departing Lender:
    
	
 
    	
 
    
	
 
    	
FIRST   COMMERCIAL BANK, LTD., LOS ANGELES BRANCH
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Jenn-Hwa Wang
    
	
 
    	
 
    	
Name:   
    	
Jenn-Hwa   Wang
    
	
 
    	
 
    	
Title:   
    	
VP &   General Manager
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

 

	
 
    	
The   undersigned Departing Lender hereby acknowledges and agrees that, from and   after the Amendment No. 1 Effective Date, it is no longer a party to the   Credit Agreement:
    
	
 
    	
 
    
	
 
    	
Name   of Departing Lender:
    
	
 
    	
 
    
	
 
    	
BANK   OF TAIWAN, LOS ANGELES BRANCH
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Chie-Shen Tsao
    
	
 
    	
 
    	
Name:   
    	
Chie-Shen   Tsao
    
	
 
    	
 
    	
Title:   
    	
AVP &   DGM
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

	
 
    	
The   undersigned Departing Lender hereby acknowledges and agrees that, from and   after the Amendment No. 1 Effective Date, it is no longer a party to the   Credit Agreement:
    
	
 
    	
 
    
	
 
    	
Name   of Departing Lender:
    
	
 
    	
 
    
	
 
    	
CATHAY   UNITED BANK LTD.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Alex Wu
    
	
 
    	
 
    	
Name:   
    	
Alex   Wu
    
	
 
    	
 
    	
Title:   
    	
SVP &   General Manager
    


 

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 11, 2011

HCP, Inc.

 











 

	
 
    	
The   undersigned Departing Lender hereby acknowledges and agrees that, from and   after the Amendment No. 1 Effective Date, it is no longer a party to the   Credit Agreement:
    
	
 
    	
 
    
	
 
    	
Name   of Departing Lender:
    
	
 
    	
 
    
	
 
    	
THE   BANK OF EAST ASIA, LIMITED, LOS ANGELES BRANCH
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   David Loh
    
	
 
    	
 
    	
Name:   
    	
David   Loh
    
	
 
    	
 
    	
Title:   
    	
EVP   and CLO
    
	
 
    	
 
    
	
 
    	
For   any Departing Lender requiring a second signature line:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Victor Li
    
	
 
    	
 
    	
Name:   
    	
Victor   Li
    
	
 
    	
 
    	
Title:   
    	
General   Manager
    
						


 











 

	
 
    	
The   undersigned Departing Lender hereby acknowledges and agrees that, from and   after the Amendment No. 1 Effective Date, it is no longer a party to the   Credit Agreement:
    
	
 
    	
 
    
	
 
    	
Name   of Departing Lender:
    
	
 
    	
 
    
	
 
    	
HUA   NAN COMMERCIAL BANK, LTD.

NEW   YORK AGENCY
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Henry Hsieh
    
	
 
    	
 
    	
Name:   
    	
Henry   Hsieh
    
	
 
    	
 
    	
Title:   
    	
Assistant   Vice President
    


 











 

	
 
    	
The   undersigned Departing Lender hereby acknowledges and agrees that, from and   after the Amendment No. 1 Effective Date, it is no longer a party to the   Credit Agreement:
    
	
 
    	
 
    
	
 
    	
Name   of Departing Lender:
    
	
 
    	
 
    
	
 
    	
TAIPEI   FUBON COMMERCIAL BANK CO., LTD.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Robin Wu
    
	
 
    	
 
    	
Name:   
    	
Robin   Wu
    
	
 
    	
 
    	
Title:   
    	
VP &   Deputy General Manager
    


 











 

	
 
    	
The   undersigned Departing Lender hereby acknowledges and agrees that, from and   after the Amendment No. 1 Effective Date, it is no longer a party to the   Credit Agreement:
    
	
 
    	
 
    
	
 
    	
Name   of Departing Lender:
    
	
 
    	
 
    
	
 
    	
MEGA   INTERNATIONAL COMMERCIAL BANK CO., LTD.

NEW   YORK BRANCH
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Luke Hwang
    
	
 
    	
 
    	
Name:   
    	
Luke   Hwang
    
	
 
    	
 
    	
Title:   
    	
VP &   DGM
    


 











 

	
 
    	
The   undersigned Departing Lender hereby acknowledges and agrees that, from and   after the Amendment No. 1 Effective Date, it is no longer a party to the   Credit Agreement:
    
	
 
    	
 
    
	
 
    	
Name   of Departing Lender:
    
	
 
    	
 
    
	
 
    	
MEGA   INTERNATIONAL COMMERCIAL BANK CO., LTD.

LOS   ANGELES BRANCH
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By   
    	
/s/   Hsiao-Ho Huang
    
	
 
    	
 
    	
Name:   
    	
Hsiao-Ho   Huang
    
	
 
    	
 
    	
Title:   
    	
SVP &   GM
    


 











 

SCHEDULE 2.01

 

COMMITMENTS
 AND APPLICABLE PERCENTAGES

 

	
Lender
    	
 
    	
Revolving
   Commitment
    	
 
    	
Applicable
   Percentage
    	
 
    
	
Bank of America, N.A.
    	
 
    	
$
    	
125,000,000
    	
 
    	
8.33333333
    	
%
    
	
JPMorgan Chase Bank, N.A.
    	
 
    	
$
    	
125,000,000
    	
 
    	
8.33333333
    	
%
    
	
UBS AG, Stamford Branch
    	
 
    	
$
    	
125,000,000
    	
 
    	
8.33333333
    	
%
    
	
Wells Fargo Bank, N.A.
    	
 
    	
$
    	
125,000,000
    	
 
    	
8.33333333
    	
%
    
	
Citibank, N.A.
    	
 
    	
$
    	
125,000,000
    	
 
    	
8.33333333
    	
%
    
	
Credit Suisse AG, Cayman Islands Branch
    	
 
    	
$
    	
75,000,000
    	
 
    	
5.00000000
    	
%
    
	
Credit Agricole Corporate and Investment Bank
    	
 
    	
$
    	
75,000,000
    	
 
    	
5.00000000
    	
%
    
	
Goldman Sachs Bank USA
    	
 
    	
$
    	
75,000,000
    	
 
    	
5.00000000
    	
%
    
	
Morgan Stanley Bank,   N.A.
    	
 
    	
$
    	
75,000,000
    	
 
    	
5.00000000
    	
%
    
	
Royal Bank of Canada
    	
 
    	
$
    	
75,000,000
    	
 
    	
5.00000000
    	
%
    
	
The Royal Bank of Scotland PLC
    	
 
    	
$
    	
75,000,000
    	
 
    	
5.00000000
    	
%
    
	
The Bank of Nova Scotia
    	
 
    	
$
    	
45,000,000
    	
 
    	
3.00000000
    	
%
    
	
U.S. Bank National Association
    	
 
    	
$
    	
45,000,000
    	
 
    	
3.00000000
    	
%
    
	
PNC Bank, National Association
    	
 
    	
$
    	
45,000,000
    	
 
    	
3.00000000
    	
%
    
	
The Bank of New York Mellon
    	
 
    	
$
    	
45,000,000
    	
 
    	
3.00000000
    	
%
    
	
SunTrust Bank
    	
 
    	
$
    	
45,000,000
    	
 
    	
3.00000000
    	
%
    
	
KeyBank National Association
    	
 
    	
$
    	
45,000,000
    	
 
    	
3.00000000
    	
%
    
	
Land Bank of Taiwan Los Angeles Branch
    	
 
    	
$
    	
30,000,000
    	
 
    	
2.00000000
    	
%
    
	
Regions Bank
    	
 
    	
$
    	
30,000,000
    	
 
    	
2.00000000
    	
%
    
	
City National Bank
    	
 
    	
$
    	
25,000,000
    	
 
    	
1.66666667
    	
%
    
	
Comerica Bank
    	
 
    	
$
    	
25,000,000
    	
 
    	
1.66666667
    	
%
    
	
Chang Hwa Commercial Bank, Ltd., New York   Branch
    	
 
    	
$
    	
15,000,000
    	
 
    	
1.00000000
    	
%
    
	
E. Sun Commercial Bank Ltd., Los Angeles Branch
    	
 
    	
$
    	
15,000,000
    	
 
    	
1.00000000
    	
%
    
	
Taiwan Cooperative Bank, Los Angeles Branch
    	
 
    	
$
    	
15,000,000
    	
 
    	
1.00000000
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Total
    	
 
    	
$
    	
1,500,000,000
    	
 
    	
100.00000000
    	
%
    


 











 

SCHEDULE 2.02

 

ALTERNATIVE CURRENCY
 PARTICIPATING LENDER(1)

 

	
Lender
    	
 
    	
Euro
    	
 
    	
Sterling
    	
 
    	
Yen
    	
 
    	
Canadian
   Dollars
    	
 
    	
Australian
   Dollars
    
	
Bank   of America, N.A.
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    
	
JPMorgan   Chase Bank, N.A.
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    
	
UBS   AG, Stamford Branch
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    
	
Wells   Fargo Bank, N.A.
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    
	
Citibank,   N.A.
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    
	
Credit   Suisse AG, Cayman Islands Branch
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    
	
Credit   Agricole Corporate and Investment Bank
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    
	
Goldman   Sachs Bank USA
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    
	
Morgan Stanley Bank, N.A.
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    
	
Royal   Bank of Canada
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    
	
The   Royal Bank of Scotland PLC
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    
	
The   Bank of Nova Scotia
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    
	
U.S.   Bank National Association
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    
	
PNC   Bank, National Association
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    
	
The   Bank of New York Mellon
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    
	
SunTrust   Bank
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    
	
KeyBank   National Association
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    
	
Land   Bank of Taiwan Los Angeles Branch
    	
 
    	
No
    	
 
    	
No
    	
 
    	
No
    	
 
    	
No
    	
 
    	
No
    
	
Regions   Bank
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    
	
City   National Bank
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    	
 
    	
Yes
    
	
Comerica   Bank
    	
 
    	
No
    	
 
    	
No
    	
 
    	
No
    	
 
    	
No
    	
 
    	
No
    
	
Chang   Hwa Commercial Bank, Ltd., New York Branch
    	
 
    	
No
    	
 
    	
No
    	
 
    	
No
    	
 
    	
No
    	
 
    	
No
    
	
E.   Sun Commercial Bank Ltd., Los Angeles Branch
    	
 
    	
No
    	
 
    	
No
    	
 
    	
No
    	
 
    	
No
    	
 
    	
No
    
	
Taiwan   Cooperative Bank, Los Angeles Branch
    	
 
    	
No
    	
 
    	
No
    	
 
    	
No
    	
 
    	
No
    	
 
    	
No
    


 




(1)  The table indicates each Lender’s ability to fund in a particular currency (e.g., Bank of America, N.A. can fund each of the five currencies).