This SUPPLEMENTAL INDENTURE NO. 20 (this Supplemental Indenture) is made and entered into as of June 28, 2021 between WELLTOWER 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).
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 Companys 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 new series of its Securities, to be known as its 2.050% Notes due 2029, 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:
Board Resolution means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board and to be in full force and effect on the date of such certification, and delivered to the Trustee.
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 authorized or required by law, regulation or executive order to close.
Cash means as to any Person, such Persons cash and cash equivalents, as defined in accordance with GAAP consistently applied.
Code means the Internal Revenue Code of 1986, as amended.
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 and its subsidiaries 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: (i) interest, (ii) depreciation, (iii) amortization and (iv) 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.