exv4w2




Exhibit
4.2


SUPPLEMENTAL INDENTURE NO. 2




by and between



HEALTH CARE REIT, INC.



and



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



As of April 7, 2010



SUPPLEMENTAL TO THE INDENTURE DATED AS OF MARCH 15, 2010




 




HEALTH CARE REIT, INC.




6.125% Senior Notes due 2020



 









 





     This SUPPLEMENTAL INDENTURE NO. 2 (this “Supplemental Indenture”) is made and entered into as
of April 7, 2010 between HEALTH CARE REIT, INC., a Delaware corporation (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 this Supplemental Indenture, as 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, the Company desires to provide for the
establishment of a series of its Securities, to be known as its 6.125% Senior Notes due 2020, the
form and substance of such Securities and the terms, provisions and conditions thereof to be set
forth as provided in the Indenture;



     NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:



ARTICLE 1




DEFINED TERMS



     Section 1.1 The following definitions supplement, and, to the extent inconsistent
with, replace the definitions in Section 101 of the Base Indenture:



     “Business Day” means any day other than a Saturday or Sunday or a day on which banking
institutions in the City of New York are required or authorized to close.



     “Capital Lease” means at any time any lease of property, real or personal, which, in
accordance with GAAP, would at such time be required to be capitalized on a balance sheet of the
lessee.



     “Capitalized Lease Obligations” means, as to any Person, the obligations of such Person to pay
rent or other amounts under a lease of (or other agreement conveying the right to use) real and/or
personal property which obligations are required to be classified and accounted for as a Capital
Lease on a balance sheet of such Person under GAAP.



     “Cash” means as to any Person, such Person’s cash and cash equivalents, as defined in
accordance with GAAP consistently applied.



 









 





     “DTC” means The Depository Trust Company located at 55 Water Street, 1SL, New York, New York,
10041-0099.



     “EBITDA” means for any period, with respect to the Company on a consolidated basis, determined
in accordance with GAAP, the sum of net income (or net loss) for such period PLUS, the sum of all
amounts treated as expenses for: (a) interest, (b) depreciation, (c) amortization and (d) all
accrued taxes on or measured by income to the extent included in the determination of such net
income (or net loss); provided, however, that net income (or net loss) shall be computed without
giving effect to extraordinary losses or gains.



     “Funded Indebtedness” means as of any date of determination thereof, (i) all Indebtedness of
any Person, determined in accordance with GAAP, which by its terms matures more than one year after
the date of calculation, and any such Indebtedness maturing within one year from such date which is
renewable or extendable at the option of the obligor to a date more than one year from such date,
and (ii) the current portion of all such Indebtedness.



     “GAAP” means generally accepted accounting principles.



     “Global Notes” has the meaning specified in Section 2.1(a) of this Supplemental Indenture.



     “Indebtedness” means, with respect to any Person, all: (a) liabilities or obligations, direct
and contingent, which in accordance with GAAP would be included in determining total liabilities as
shown on the liability side of a balance sheet of such Person at the date as of which Indebtedness
is to be determined, including, without limitation, contingent liabilities that in accordance with
such principles, would be set forth in a specific dollar amount on the liability side of such
balance sheet, and Capitalized Lease Obligations of such Person; (b) liabilities or obligations of
others for which such Person is directly or indirectly liable, by way of guaranty (whether by
direct guaranty, suretyship, discount, endorsement, take-or-pay agreement, agreement to purchase or
advance or keep in funds or other agreement having the effect of a guaranty) or otherwise; (c)
liabilities or obligations secured by Liens on any assets of such Person, whether or not such
liabilities or obligations shall have been assumed by it; and (d) liabilities or obligations of
such Person, direct or contingent, with respect to letters of credit issued for the account of such
Person and bankers acceptances created for such Person.



     “Interest Coverage” means as of the last day of any fiscal quarter, the quotient, expressed as
a percentage (which may be in excess of 100%), determined by dividing EBITDA by Interest Expense;
all of the foregoing calculated by reference to the immediately preceding four fiscal quarters of
the Company ending on such date of determination.



     “Interest Expense” means for any period, on a combined basis, the sum of all interest paid or
payable (excluding unamortized debt issuance costs) on all items of Indebtedness of the Company
outstanding at any time during such period.



     “Interest Payment Date” with respect to the Notes is defined in Section 101 of the Base
Indenture and Section 2.1(b) of this Supplemental Indenture.



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     “Lien” means any mortgage, deed of trust, pledge, security interest, encumbrance, lien, claim
or charge of any kind (including any agreement to give any of the foregoing), any conditional sale
or other title retention agreement, any lease in the nature of any of the foregoing, and the filing
of or agreement to give any financing statement under the Uniform Commercial Code of any
jurisdiction.



     “Make-Whole Amount” means, in connection with any optional redemption or accelerated payment
of any Notes, the excess, if any, of (i) the aggregate present value as of the date of such
redemption or accelerated payment of each dollar of principal being redeemed or paid and the amount
of interest (exclusive of interest accrued to the date of redemption or accelerated payment) that
would have been payable in respect of each such dollar if such redemption or accelerated payment
had not been made, determined by discounting, on a semi-annual basis, such principal and interest
at the Reinvestment Rate (determined on the third Business Day preceding the date such notice of
redemption is given or declaration of acceleration is made) from the respective dates on which such
principal and interest would have been payable if such redemption or accelerated payment had not
been made, over (ii) the aggregate principal amount of the Notes being redeemed or paid.



     “Notes” means the Company’s 6.125% Senior Notes due 2020, issued under the Indenture.



     “Regular Record Date” with respect to the Notes is defined in Section 101 of the Base
Indenture and Section 2.1(b) of this Supplemental Indenture.



     “Reinvestment Rate” means 0.35% plus the arithmetic mean of the yields under the respective
heading “Week Ending” published in the most recent Statistical Release under the caption “Treasury
Constant Maturities” for the maturity (rounded to the nearest month) corresponding to the remaining
life to maturity, as of the payment date of the principal being redeemed or paid. If no maturity
exactly corresponds to such maturity, yields for the two published maturities most closely
corresponding to such maturity shall be calculated pursuant to the immediately preceding sentence
and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line
basis, rounding in each of such relevant periods to the nearest month. For the purpose of
calculating the Reinvestment Rate, the most recent Statistical Release published prior to the date
of determination of the Make-Whole Amount shall be used.



     “Senior Debt” means all Indebtedness other than Subordinated Debt.



     “Statistical Release” means that statistical release designated “H.15(519)” or any successor
publication that is published weekly by the Federal Reserve System and that establishes yields on
actively traded United States government securities adjusted to constant maturities, or, if such
statistical release is not published at the time of any determination under the Indenture, then
such other reasonably comparable index that shall be designated by the Company.



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     “Subordinated Debt” means any unsecured Indebtedness of the Company which is issued or assumed
pursuant to, or evidenced by, an indenture or other instrument which contains provisions for the
subordination of such other Indebtedness (to which appropriate reference shall be made in the
instruments evidencing such other Indebtedness if not contained therein) to the Notes (and, at the
option of the Company, if so provided, to other Indebtedness of the Company, either generally or as
specifically designated).



     “Subsidiary” means any corporation or other entity of which a majority of (i) the voting power
of the voting equity securities or (ii) the outstanding equity interests of which are owned,
directly or indirectly, by the Company or one or more other Subsidiaries of the Company. For the
purposes of this definition, “voting equity securities” means equity securities having voting power
for the election of directors or similar functionaries, whether at all times or only so long as no
senior class of security has such voting power by reason of any contingency.



     “Total Assets” means on any date, the consolidated total assets of the Company and its
Subsidiaries, as such amount would appear on a consolidated balance sheet of the Company prepared
as of such date in accordance with GAAP.



     “Total Unencumbered Assets” means on any date, net real estate investments (valued on a book
basis) of the Company and its Subsidiaries that are not subject to any Lien which secures
indebtedness for borrowed money of any of the Company and its Subsidiaries plus, without
duplication, loan loss reserves relating thereto, accumulated depreciation thereon plus Cash, as
all such amounts would appear on a consolidated balance sheet of the Company prepared as of such
date in accordance with GAAP.



     “Unsecured Debt” means Funded Indebtedness less Indebtedness secured by Liens on the property
or assets of the Company and its Subsidiaries.



ARTICLE 2




TERMS OF THE NOTES



     Section 2.1 Pursuant to Section 301 of the Indenture, the Notes shall have the
following terms and conditions:



     (a) Title; Aggregate Principal Amount; Form of Notes. The Notes shall be Registered
Securities under the Indenture and shall be known as the Company’s “6.125% Senior Notes due 2020.”
The Notes will be limited to an aggregate principal amount of $300,000,000, subject to the right of
the Company to reopen such series for issuances of additional securities of such series and except
(i) as provided in this Section and (ii) for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities of the series
pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture and except for any Securities
which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and
delivered hereunder. The Notes (together with the Trustee’s certificate of authentication) shall be
substantially in the form of Exhibit A hereto, which is hereby incorporated in and made a part of
this Supplemental Indenture.



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     The Notes will be issued in the form of one or more registered global securities without
coupons (“Global Notes”) that will be deposited with, or on behalf of, The Depository Trust Company
(“DTC”), and registered in the name of DTC’s nominee, Cede & Co. Except under the circumstance
described below, the Notes will not be issuable in definitive form. Unless and until it is
exchanged in whole or in part for the individual notes represented thereby, a Global Note may not
be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or
another nominee of DTC or by DTC or any nominee of DTC to a successor depositary or any nominee of
such successor.



     So long as DTC or its nominee is the registered owner of a Global Note, DTC or such nominee,
as the case may be, will be considered the sole owner or holder of the Notes represented by such
Global Note for all purposes under this Supplemental Indenture. Except as described below, owners
of beneficial interest in Notes evidenced by a Global Note will not be entitled to have any of the
individual Notes represented by such Global Note registered in their names, will not receive or be
entitled to receive physical delivery of any such Notes in definitive form and will not be
considered the owners or holders thereof under the Indenture or this Supplemental Indenture.



     If DTC is at any time unwilling, unable or ineligible to continue as depositary and a
successor depositary is not appointed by the Company within 90 days, the Company will issue
individual Notes in exchange for the Global Note or Global Notes representing such Notes. In
addition, the Company may at any time and in its sole discretion, subject to certain limitations
set forth in the Indenture, determine not to have any of such Notes represented by one or more
Global Notes and, in such event, will issue individual Notes in exchange for the Global Note or
Global Notes representing the Notes. Individual Notes so issued will be issued in minimum
denominations of $2,000 and integral multiples of $1,000.



     (b) Interest and Interest Rate. The Notes will bear interest at a rate of 6.125% per
annum, from April 7, 2010 (or, in the case of Notes issued upon the reopening of this series of
Notes, from the date designated by the Company in connection with such reopening) or from the
immediately preceding Interest Payment Date to which interest has been paid or duly provided for,
payable semiannually in arrears on each April 15 and October 15, commencing October 15, 2010 (each
of which shall be an “Interest Payment Date”), to the Persons in whose names the Notes are
registered in the Security Register at the close of business on April 1 and October 1, as the case
may be (whether or not a Business Day), next preceding such Interest Payment Date (each, a “Regular
Record Date”).



     (c) Principal Repayment; Currency. The stated maturity of the Notes is April 15, 2020,
provided, however, the Notes may be earlier redeemed at the option of the Company as provided in
paragraph (d) below. The principal of each Note payable on its maturity date shall be paid against
presentation and surrender thereof to Corporate Trust Operations of the Trustee, located at 111
Sanders Creek Parkway, East Syracuse, NY 13057, in such coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public or private debts.



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     (d) Redemption at the Option of the Company. The Notes will be subject to redemption
at any time at the option of the Company, in whole or in part, upon not less than 30 nor more than
60 days’ notice to each Holder of Notes to be redeemed at its address appearing in the Security
Register, at a price equal to the sum of (i) the principal amount of the Notes (or portion of such
Notes) being redeemed, plus accrued and unpaid interest thereon to but excluding the applicable
Redemption Date, plus (ii) the Make-Whole Amount, if any.



     (e) Notices. All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by facsimile. Notices to the
Company shall be directed to it at One SeaGate, Suite 1500, Toledo, Ohio 43604, Attention: General
Counsel; notices to the Trustee shall be directed to it at The Bank of New York Mellon Trust
Company, N.A., 525 Vine St., Suite 900, Cincinnati, Ohio 45202, Attention: Corporate Trust
Administration, Re: Health Care REIT, Inc. 6.125% Senior Notes due 2020; or as to either party, at
such other address as shall be designated by such party in a written notice to the other party.



     (f) Global Note Legend. Each Global Note shall bear the following legend on the face
thereof:




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.



     (g) Applicability of Discharge, Defeasance and Covenant Defeasance Provisions. The
Discharge, Defeasance and Covenant Defeasance provisions in Article Thirteen of the Indenture will
apply to the Notes.



ARTICLE 3




ADDITIONAL COVENANTS



     Section 3.1 Holders of the Notes shall have the benefit of the following covenants, in
addition to the covenants of the Company set forth in Articles Eight and Ten of the Indenture:



     (a) The Company will not pledge or otherwise subject to any Lien, any property or assets of
the Company or its Subsidiaries unless the Notes are secured by such pledge or Lien equally



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and ratably with all other obligations secured thereby so long as such obligations shall be so
secured; provided, however, that such restriction shall not apply to the following:





     (i) Liens securing obligations that do not in the aggregate at any one time
outstanding exceed 40% of the sum of (i) the Total Assets of the Company and its
consolidated subsidiaries as of the end of the calendar year or quarter covered in the
Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be,
most recently filed with the Commission (or, if such filing is not permitted under the
Exchange Act, with the Trustee) prior to the incurrence of such additional Liens and (ii)
the purchase price of any real estate assets or mortgages receivable acquired, and the
amount of any securities offering proceeds received (to the extent that such proceeds were
not used to acquire real estate assets or mortgages receivable or used to reduce
Indebtedness), by the Company or any Subsidiary since the end of such calendar quarter,
including those proceeds obtained in connection with the incurrence of such additional
Liens;




     (ii) Pledges or deposits by the Company or its Subsidiaries under workers’
compensation laws, unemployment insurance laws, social security laws, or similar
legislation, or good faith deposits in connection with bids, tenders, contracts (other than
for the payment of Indebtedness of the Company or its Subsidiaries), or leases to which the
Company or any of its Subsidiaries is a party, or deposits to secure public or statutory
obligations of the Company or its Subsidiaries or deposits of cash or United States
Government Bonds to secure surety, appeal, performance or other similar bonds to which the
Company or any of its Subsidiaries is a party, or deposits as security for contested taxes
or import duties or for the payment of rent;




     (iii) Liens imposed by law, such as carriers’, warehousemen’s, materialmen’s and
mechanics’ liens, or Liens arising out of judgments or awards against the Company or any of
its Subsidiaries which the Company or such Subsidiary at the time shall be currently
prosecuting an appeal or proceeding for review;




     (iv) Liens for taxes not yet subject to penalties for non-payment and Liens for taxes
the payment of which is being contested in good faith and by appropriate proceedings;




     (v) Minor survey exceptions, minor encumbrances, easements or reservations of, or
rights of, others for rights of way, highways and railroad crossings, sewers, electric
lines, telegraph and telephone lines and other similar purposes, or zoning or other
restrictions as to the use of real properties;




     (vi) Liens incidental to the conduct of the business of the Company or any Subsidiary
or to the ownership of their respective properties that were not incurred in connection with
Indebtedness of the Company or such Subsidiary, all of which Liens referred to in this
clause (vi) do not in the aggregate materially impair the value of the properties to which
they relate or materially impair their use in the operation of the business taken as a whole
of the Company and its Subsidiaries, and as to all of the



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foregoing referenced in clauses (ii) through (vi), only to the extent arising and
continuing in the ordinary course of business;




     (vii) Purchase money Liens on property acquired or held by the Company or its
Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed
for the purpose of financing all or any part of the cost of such property; provided,
however, that (A) any such Lien attaches concurrently with or within 20 days after the
acquisition thereof, (B) such Lien attaches solely to the property so acquired in such
transaction, (C) the principal amount of the Indebtedness secured thereby does not exceed
100% of the cost of such property and (D) the aggregate amount of all such Indebtedness on a
consolidated basis for the Company and its Subsidiaries shall not at any time exceed
$1,000,000;




     (viii) Liens existing on the Company’s balance sheet as of December 31, 2001; and




     (ix) Any extension, renewal or replacement (or successive extensions, renewals or
replacements), as a whole or in part, of any Lien referred to in the foregoing clauses (ii)
through (viii) inclusive; provided, however, that the amount of any and all obligations and
Indebtedness secured thereby shall not exceed the amount thereof so secured immediately
prior to the time of such extension, renewal or replacement and that such extension, renewal
or replacement shall be limited to all or a part of the property which secured the Lien so
extended, renewed or replaced (plus improvements on such property).



     (b) The Company will not create, assume, incur, or otherwise become liable in respect of, any
Indebtedness if the aggregate outstanding principal amount of Indebtedness of the Company and its
consolidated subsidiaries is, at the time of such creation, assumption or incurrence and after
giving effect thereto and to any concurrent transactions, greater than 60% of the sum of (i) the
Total Assets of the Company and its consolidated subsidiaries as of the end of the calendar year or
quarter covered in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as
the case may be, most recently filed with the Commission (or, if such filing is not permitted under
the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness and
(ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount
of any securities offering proceeds received (to the extent that such proceeds were not used to
acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Company
or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in
connection with the incurrence of such additional Indebtedness.



     (c) The Company will have or maintain, on a consolidated basis, as of the last day of each of
the Company’s fiscal quarters, Interest Coverage of not less than 150%.



     (d) The Company will maintain, as of the last day of each of the Company’s fiscal quarters
and at all times, Total Unencumbered Assets of not less than 150% of the aggregate outstanding
principal amount of the Unsecured Debt of the Company and its Subsidiaries on a consolidated basis.



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     (e) For purposes of this Section 3, Indebtedness and Debt shall be deemed to be “incurred” by
the Company or a Subsidiary whenever the Company or such Subsidiary shall create, assume, guarantee
or otherwise become liable in respect thereof.



ARTICLE 4




ADDITIONAL EVENTS OF DEFAULT



     Section 4.1 For purposes of this Supplemental Indenture and the Notes, in addition to
the Events of Default set forth in Section 501 of the Indenture, each of the following also shall
constitute an “Event of Default:”



     (a) default in the payment of the principal of or any premium on the Notes at Maturity;



     (b) there shall occur a default under any bond, debenture, note or other evidence of
indebtedness of the Company, or under any mortgage, indenture or other instrument of the Company
(including a default with respect to Securities of any series other than that series) under which
there may be issued or by which there may be secured any indebtedness of the Company (or by any
Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly
responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall
hereafter be created, which default shall constitute a failure to pay an aggregate principal amount
exceeding $10,000,000 of such indebtedness when due and payable after the expiration of any
applicable grace period with respect thereto and shall have resulted in such indebtedness in an
aggregate principal amount exceeding $10,000,000 becoming or being declared due and payable prior
to the date on which it would otherwise have become due and payable, without such indebtedness
having been discharged, or such acceleration having been rescinded or annulled, within a period of
10 days after there shall have been given, by first class mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least a majority in principal amount of the
Outstanding Notes a written notice specifying such default and requiring the Company to cause such
indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating
that such notice is a “Notice of Default” under the Indenture; and



     (c) the entry by a court of competent jurisdiction of one or more judgments, orders or
decrees against the Company or any of its Subsidiaries in an aggregate amount (excluding amounts
covered by insurance) in excess of $10,000,000 and such judgments, orders or decrees remain
undischarged, unstayed and unsatisfied in an aggregate amount (excluding amounts covered by
insurance) in excess of $10,000,000 for a period of 30 consecutive days.



     Section 4.2 Notwithstanding any provisions to the contrary in the Indenture, upon the
acceleration of the Notes in accordance with Section 502 of the Indenture, the amount immediately
due and payable in respect of the Notes shall equal the Outstanding principal amount thereof, plus
accrued and unpaid interest, plus the Make-Whole Amount.



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ARTICLE 5




EFFECTIVENESS



     Section 5.1 This Supplemental Indenture shall be effective for all purposes as of the
date and time this Supplemental Indenture 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 6




NOTICE TO TRUSTEE



     Section 6.1 Notwithstanding anything to the contrary in the Indenture including,
without limitation, Section 1102 thereof, in connection with the redemption at the election of the
Company of less than all the Notes, the Company shall notify the Trustee of the establishment of a
Redemption Date and the principal amount of Notes to be redeemed at least 60 days prior to such
Redemption Date unless a shorter period shall be satisfactory to the Trustee.



ARTICLE 7




MISCELLANEOUS



     Section 7.1 In the event any provision of this Supplemental Indenture 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 7.2 To the extent that any terms of this Supplemental Indenture or the Notes
are inconsistent with the terms of the Indenture, the terms of this Supplemental Indenture or the
Notes shall govern and supersede such inconsistent terms.



     Section 7.3 This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.



     Section 7.4 This Supplemental Indenture 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.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]






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     IN WITNESS WHEREOF, the Company and the Trustee have caused this Supplemental Indenture to be
executed in their respective corporate names as of the date first above written.



	 	 	 	 	 
	 	HEALTH CARE REIT, INC.

 	 
	 	By:  	/s/ George L. Chapman
 	 
	 	Name: George L. Chapman 	 
	 	Title: Chairman of the Board, Chief
Executive Officer and President	 
	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N. A., as Trustee

 	 
	 	By:  	/s/ Christian J. Pastura
 	 
	 	Name: Christian J. Pastura 	 
	 	Title: Senior Associate 	 
	 




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EXHIBIT A




FORM OF NOTE



[Form of Face of Security]



HEALTH CARE REIT, INC.



6.125% Senior Notes due 2020



			
	CUSIP No. 42217K AS5
	 	$300,000,000
	 	 	 





     Health Care REIT, Inc., a corporation duly organized and existing under the laws of the State
of Delaware (herein called the “Company,” which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of Three Hundred Million Dollars on April 7, 2010, and to pay
interest thereon from April 7, 2010, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually in arrears on April 15 and October 15 in
each year, commencing October 15, 2010 at the rate of 6.125% per annum, until the principal hereof
is paid or made available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be the April 1 or
October 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange, all as more fully provided in
said Indenture.




     Payment of the principal of (and premium, if any) and any such interest on this Security will
be made at the office or agency of the Company maintained for that purpose in the City of New York,
New York, or elsewhere as provided in the Indenture, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security
Register.



     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



A-1









 





     No recourse under or upon any obligation, covenant or agreement contained in the Indenture or
in this Security, or because of any indebtedness evidenced hereby or thereby, shall be had against
any promoter, as such, or against any past, present or future shareholder, officer or director, as
such, of the Company or of any successor, either directly or through the Company or any successor,
under any rule of law, statute or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and
released by the acceptance of this Security by the Holder thereof and as part of the consideration
for the issue of the Securities of this series.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



     In Witness Whereof, the Company has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 
	 	

HEALTH CARE REIT, INC.

 	 
	 	By:  	 	 
	 	Name: 	 
	 	Title: 	 
	 



CERTIFICATE OF AUTHENTICATION



Dated:                                                             





     This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST 

COMPANY, N. A., as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



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[Form of Reverse of Security]





     1. General. This Security is one of a duly authorized issue of securities of the
Company (herein called the “Securities”), issued and to be issued in one or more series under an
Indenture, dated as of March 15, 2010 (as amended, supplemented or otherwise modified from time to
time, the “Base Indenture”), as supplemented by Supplemental Indenture No. 2, dated as of April 7,
2010, (as amended, supplemented or otherwise modified from time to time, the “Supplemental
Indenture” and the Base Indenture, as supplemented by such Supplemental Indenture, the
“Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee
(herein called the “Trustee,” which term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt
and the Holders of the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on the face hereof.


     2. Optional Redemption. The Securities of this series are subject to redemption upon not
less than 30 nor more than 60 days’ notice by mail, at any time or from time to time, as a whole or
in part, at the election of the Company, at a redemption price equal to the sum of (i) the
principal amount of the Notes (or portion of such Notes) being redeemed, (ii) accrued and unpaid
interest thereon to but excluding the applicable Redemption Date and (iii) the Make-Whole Amount,
if any.




     In the event of redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.



     3. Defeasance. The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security or certain restrictive covenants and Events of Default with
respect to this Security, in each case upon compliance with certain conditions set forth in the
Indenture.



     4. Defaults and Remedies. If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the Indenture.



     5. Actions of Holders. The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of each series to be affected under the Indenture
at any time by the Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.



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Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Security.




     As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than a majority in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60 days after receipt of
such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted
by the Holder of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed herein.



     6. Payments Not Impaired. No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest on this Security
at the times, place and rate, and in the coin or currency, herein prescribed.



     7. Denominations, Transfer, Exchange. As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the office or agency of
the Company in any place where the principal of and any premium and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory
to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series and of like tenor,
of authorized denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.



     The Securities of this series are issuable only in registered form without coupons in minimum
denominations of $2,000 and any integral multiple of $1,000. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     8. Persons Deemed Owners. Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the



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Person in whose name this Security is registered as the owner hereof for all purposes, whether or
not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.




     9. Defined Terms. All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.



     10. Governing Law. The Indenture and the Note shall be deemed to be a contract made
under the laws of the State of New York, and for all purposes shall be construed in accordance with
the laws of said state.



     11. CUSIP Number. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes
as a convenience to the Holders of the Notes. No representation is made as to the correctness or
accuracy of such CUSIP numbers as printed on the Notes, and reliance may be placed only on the
other identification numbers printed hereon.




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[ASSIGNMENT FORM]




ABBREVIATIONS



     The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	TEN COM —
	 	as tenants in common
	 	UNIF GIFT MIN ACT —
	 	 	 	Custodian	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 
	 

	 	TEN ENT —
	 	as tenants by the entireties
	 	 	 	(Cust)
	 	 	 	(Minor)
	 	 	JT TEN —	 	as joint tenants with right of survivorship and not as tenants in common	 	 	 	Under Uniform Gifts to Minors Act
	 

	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(State)	 	 	 	 





Additional abbreviations may also be used though not in the above list.



 




FOR VALUE RECEIVED, the undersigned registered holder hereby sell(s), assign(s)
and transfer(s) unto



 





PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE



 





PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE



the within security and all rights thereunder, hereby irrevocably constituting and appointing
                                                                          
       Attorney to transfer said security on the books of the Company with full
power of substitution in the premises.




	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	Signed:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	Notice: The signature to this assignment must correspond with the name as it appears upon the face of
the within security in every particular, without alteration or enlargement or any change whatever.
	 	 	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Signature Guarantee*:	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).






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