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:
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1.
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Amendment
to Section 5.1 of the Partnership Agreement
.
Section 5.1(b) of
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