First Amendment to Amended and Restated Agreement of Limited Partnership



 Exhibit 10.29(b) 
 FIRST AMENDMENT TO THE 
 AMENDED AND RESTATED 
 AGREEMENT OF LIMITED PARTNERSHIP 
 OF 
 NHP/PMB L.P. 
 This FIRST AMENDMENT TO THE
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NHP/PMB L.P., dated as of May 12, 2008 (this “Amendment”), is being executed by NHP/PMB GP LLC, a Delaware limited liability company (the “General
Partner”), as the general partner of NHP/PMB L.P., a Delaware limited partnership (the “Partnership”). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the
Partnership Agreement (as defined below). 
 WHEREAS, the General Partner, the Limited Partners and Nationwide Health Properties, Inc., a
Maryland corporation (for the sole purpose of agreeing to the provisions of Article XVI thereof) entered into that certain Amended and Restated Agreement of Limited Partnership of NHP/PMB L.P., dated as of April 1, 2008 (the
“Partnership Agreement”); 
 WHEREAS, the Partners intended that certain distributions payable to the Partners for each
Partnership Unit under the Partnership Agreement be prorated for the applicable period based upon the number of days during such period that such Partnership Unit was outstanding, but the Partnership Agreement inadvertently omitted to set forth the
manner in which such proration would be determined; and 
 WHEREAS, the General Partner has proposed this amendment of the Partnership
Agreement to address such intended proration of certain distributions, and Limited Partners holding a majority of the outstanding Class A Partnership Units (or their attorney-in-fact) held by all Limited Partners have approved or consented to
it pursuant to Section 14.2 of the Partnership Agreement. 
 NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
  

	1.	Amendment to Section 5.1 of the Partnership Agreement. Section 5.1(b) of the Partnership Agreement is hereby amended and restated to read in its entirety as
follows: 

 “(b) Second, (i) 1% to the holders of Class A Partnership Units, and (ii) 99% to
the holders of Class B Partnership Units, in each case, allocated among the holders of such Partnership Units in accordance with the number of Effective Partnership Units (as defined below) held by them. “Effective Partnership Units” shall
mean the weighted average number of Partnership Units outstanding during the calendar quarter that ended immediately prior to such Partnership Record Date, calculated by multiplying each Partnership Unit that was outstanding for any part of such
quarter by a fraction, the numerator of which is the number of days 

  

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during such quarter that such Partnership Unit was outstanding, and the denominator of which is the total number of days in such quarter.” 

 

	2.	Applicable Law. This Amendment shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of
conflicts of law. 

  

	3.	Effect of Amendment. In the event of any inconsistency between the terms of the Partnership Agreement and the terms of this Amendment, the terms of this Amendment shall
prevail. 

  

	4.	Ratification. Except as otherwise expressly modified hereby, the Partnership Agreement shall remain in full force and effect, and all of the terms and provisions of the
Partnership Agreement, as herein modified, are hereby ratified and reaffirmed. 

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 IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above. 
  

			
	GENERAL PARTNER:
	
	NHP/PMB GP LLC, a Delaware limited liability company
		
	By:	 	NHP OPERATING PARTNERSHIP L.P.,
		 	its sole member
		
	By:	 	NHP GP LLC,
		 	its general partner
		
	By:	 	NATIONWIDE HEALTH PROPERTIES, INC.,
		 	its sole member
		
	By:	 	 /s/ Abdo H. Khoury

	Name:	 	Abdo H. Khoury
	Title:	 	Chief Financial & Portfolio Officer and Executive Vice President


  

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