Xxxxxx Attention. Xxxxx X. Xxx, Esq. Telephone No.: (000) 000-0000 Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Member Contribution Gross Asset Value of Contribution Net Asset Value of Contribution Unit Value Number of Units Xxxxx-Research Park Associates, Ltd. ARUP I / XXXX XX $25,313,000.00 $9,815,414.25 $34.80 282,052 Xxxxx Research Park Associates VII, L.C. and Chimney Ridge, L.C. ARUP III $10,000,000.00 $5,171,620.63 $34.80 148,609 Xxxxx-Foothill Associates, Ltd. Myriad I $7,498,000.00 $3,153,549.02 $34.80 90,619 Xxxxx-Research Park Associates VI, L.C. Myriad II $6,450,000.00 $2,087,736.74 $34.80 59,991 Xxxxx-Foothill Associates, Ltd. Myriad III $10.00 $0.00 $34.80 0 Xxxxx Xxx Mill II, L.C. Old Mill $10,451,000.00 $2,484,180.37 $34.80 71,383 Xxxxx Rancho Vistoso, L.C. Rancho Vistoso $7,121,294.00 $1,809,162.84 $34.80 51,987 Xxxxx Kaysville Associates, L.C. HCA Supply $4,985,409.00 $995,190.82 $34.80 28,597 Xxxxx Xxxxx Highlands Dental Clinic, X.X. Xxxxx Dental $1,144,000.00 $197,823.32 $34.80 5,685 Xxxxx Xxxxxxxxx II, X.X. Xxxxxxxxx $3,588,800.00 $1,182,155.39 $34.80 33,969 Xxxxx-Alta View Associates, Ltd. Xxxxxx $3,836,000.00 $1,001,889.25 $34.80 28,789 Member Contribution Gross Asset Value of Contribution Net Asset Value of Contribution Unit Value Number of Units Xxxxx-106th South Associates, Ltd. Myriad Airport $4,596,364.53 $1,629,428.06 $43.13 37,781 Xxxxx-Xxxxxxx 420 East Partnership, Ltd. Denver I $10,360,098.36 $2,322,263.15 $41.69 55,706 Xxxxx Northwest Medical Center Two, L.C. Northwest II $3,792,894.40 $1,167,110.60 $41.80 27,925 Total Non-Managing Member Units $99,136,870.29 $33,017,524.44 923,093 Managing Member Address: Health Care Property Investors, Inc. with a copy to: 4600 XxxXxxxxx Xxxxx, Xxxxx 000 Xxxxxx & Xxxxxxx Newport Beach, California 92660 650 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx Attention: Xxxxxx X. Xxxxxxx, Esq. Coxxx Xxxx, Xxxxxxxxxx 00000 Telephone No.: (000) 000-0000 Attention: Xxxxx X. Xxxxxxx, Esq. Facsimile No.: (000) 000-0000 Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Member Contribution Gross Asset Value of Contribution Net Asset Value of Contribution Unit Value Number of Units Health Care Property Investors, Inc. Cash (Initial Closing) $32,813,385.11 $32,813,385.11 $34.80 942,913 Health Care Property Investors, Inc. Cash (Subsequent Closing: 10/30/01) $489,374.08 $489,374.08 $34.80 14,062 Health Care Property Investors, Inc. Cash (Subsequent Closing: 7/3/02) $2,895,113.98 $2,895,113.98 $43.13 67,128 Health Care Property Investors, Inc. Cash (Subsequent Closing: 9/27/02) $7,850,248.43 $7,850,248.43 $41.69 188,310 Health Care Property Investors, Inc. Cash (Subsequent Closing: 6/25/03) $2,617,662.96 $2,617,662.96 $41.80 62,631 Total Managing Member Units $46,665,784.56 $46,665,784.56 1,275,044 EXHIBIT B FORM OF LENDER’S APPROVAL ______________, 20___ VIA FACSIMILE Xxxxxxx Xxxxx Private Finance Inc. 2000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Attention: Xxx X. Xxxxxxx Telecopier: 000-000-0000 Re: Acknowledgment and Consent, dated as of June 12, 2002, among Xxxxxxx Xxxxx Private Finance Inc., a Delaware corporation (“Lender”), The Xxxxx Company, L.C., a Utah limited liability company (“Borrower”), Health Care Property Investors, Inc., a Maryland corporation (“HCPI”), HCPI/Utah II, LLC, a Delaware limited liability company (the “Down REIT Sub”) and certain pledgors specified therein (the “Pledgors”) (the “Acknowledgment and Consent”). Dear Xx. Xxxxxxx: Borrower, HCPI, the Down REIT Sub and certain affiliates of Borrower (including, without limitation, certain of the Pledgors) are parties to that certain Amended and Restated Limited Liability Company Agreement of HCPI/Utah II, LLC, dated as of August 17, 2001, as amended (the “LLC Agreement”). In connection with the proposed contribution of additional real property and related interests by Xxxxx Northwest Medical Center Two, L.C., a Utah limited liability company (the “New Transferor”) to the Down REIT Sub, the parties to the LLC Agreement and the New Transferor propose to amend the LLC Agreement as set forth in Exhibit A attached hereto and incorporated herein by this reference (the “Amendment”). This constitutes notice of the Amendment for purposes of the Acknowledgment and Consent (including, without limitation, Section 4 thereof) and that certain Loan and Collateral Account Agreement (Demand Loan), dated as of June 12, 2002, among Lender, Xxxxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxx, Inc., a ____________, Borrower and the Pledgors (the “Loan Agreement”) (including, without limitation, Section 3.13 thereof). In addition, Borrower, HCPI and the Down REIT Sub request that Lender acknowledge the receipt of this notice and consent to the Amendment by countersigning this letter in the space provided below. By so countersigning, Lender also acknowledges that this letter satisfies the notice and consent requirements of the Loan Agreement and the Acknowledgment and Consent with respect to the Amendment and that upon execution of the Amendment, the definition of “LLC Agreement” and “LLC Agreements” in the Loan Agreement and the Acknowledgment and Consent shall be deemed modified to include the Amendment. Sincerely, Devon M. Xxxxx Xxxxxxx Xxxxx Private Finance Inc., a Delaware corporation By: Name: Title: AMENDMENT NO. 5 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HCPI/UTAH II, LLC THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HCPI/UTAH II, LLC (“Amendment”) is made and entered into effective as of July 16, 2004 (the “Effective Date”), by HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (the “Managing Member”), and all Non-Managing Members set forth on the signature page hereto.
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Xxxxxx Attention. Xxxxx X. Xxx, Esq. Telephone No.: (000) 000-0000 Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Member Contribution Gross Asset Value of Contribution Net Asset Value of Contribution Unit Value Number of Units Xxxxx-Research Park Associates, Ltd. ARUP I / XXXX XX $25,313,000.00 $9,815,414.25 $34.80 282,052 282,052.00 Xxxxx Research Park Associates VII, L.C. and Chimney Ridge, L.C. ARUP III $10,000,000.00 $5,171,620.63 $34.80 148,609 148,609.00 Xxxxx-Foothill Associates, Ltd. Myriad I $7,498,000.00 $3,153,549.02 $34.80 90,619 90,619.00 Xxxxx-Research Park Associates VI, L.C. Myriad II $6,450,000.00 $2,087,736.74 $34.80 59,991 59,991.00 Xxxxx-Foothill Associates, Ltd. Myriad III $10.00 $0.00 $34.80 0 Xxxxx Xxx Mill II, L.C. Old Mill $10,451,000.00 $2,484,180.37 $34.80 71,383 71,383.00 Xxxxx Rancho Vistoso, L.C. Rancho Vistoso $7,121,294.00 7,121,294,000 $1,809,162.84 $34.80 51,987 51,987.00 Xxxxx Kaysville Associates, L.C. HCA Supply $4,985,409.00 $995,190.82 $34.80 28,597 28,597.00 Xxxxx Xxxxx Highlands Dental Clinic, X.X. Xxxxx Dental $1,144,000.00 $197,823.32 $34.80 5,685 Xxxxx Xxxxxxxxx II, X.X. Xxxxxxxxx $3,588,800.00 $1,182,155.39 $34.80 33,969 Xxxxx-Alta View Associates, Ltd. Xxxxxx $3,836,000.00 $1,001,889.25 $34.80 28,789 Member Contribution Gross Asset Value of Contribution Net Asset Value of Contribution Unit Value Number of Units Xxxxx-106th South Associates, Ltd. Myriad Airport $4,596,364.53 $1,629,428.06 $43.13 37,781 Xxxxx-Xxxxxxx 420 East Partnership, Ltd. Denver I $10,360,098.36 $2,322,263.15 $41.69 55,706 Xxxxx Northwest Medical Center Two, L.C. Northwest II $3,792,894.40 $1,167,110.60 $41.80 27,925 5,685.00 Total Non-Managing Member Units $99,136,870.29 7,187,135,419.00 $33,017,524.44 923,093 Managing Member Address25,714,677.99 738,923.00 EXHIBIT B NOTICE OF EXCHANGE To: Health Care Property Investors, Inc. with a copy to: 4600 0000 XxxXxxxxx Xxxxx, Xxxxx 000 Xxxxxx & Xxxxxxx Newport Beach, California 92660 650 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx Attention: Xxxxxx X. Xxxxxxx, Esq. Coxxx Xxxx, Xxxxxxxxxx 00000 Telephone No.: (000) 000-0000 Attention: Xxxxx X. Xxxxxxx, Esq. Facsimile No.: (000) 000-0000 Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 The undersigned Member Contribution Gross Asset Value of Contribution Net Asset Value of Contribution Unit Value Number of Units Health Care Property Investors, Inc. Cash (Initial Closing) $32,813,385.11 $32,813,385.11 $34.80 942,913 Health Care Property Investors, Inc. Cash (Subsequent Closing: 10/30/01) $489,374.08 $489,374.08 $34.80 14,062 Health Care Property Investors, Inc. Cash (Subsequent Closing: 7/3/02) $2,895,113.98 $2,895,113.98 $43.13 67,128 Health Care Property Investors, Inc. Cash (Subsequent Closing: 9/27/02) $7,850,248.43 $7,850,248.43 $41.69 188,310 Health Care Property Investors, Inc. Cash (Subsequent Closing: 6/25/03) $2,617,662.96 $2,617,662.96 $41.80 62,631 Total Managing Member Units $46,665,784.56 $46,665,784.56 1,275,044 EXHIBIT B FORM OF LENDER’S APPROVAL or Assignee hereby irrevocably tenders for Exchange ______________, 20___ VIA FACSIMILE Xxxxxxx Xxxxx Private Finance Inc. 2000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Attention: Xxx X. Xxxxxxx Telecopier: 000-000-0000 Re: Acknowledgment and Consent, dated as of June 12, 2002, among Xxxxxxx Xxxxx Private Finance Inc., a Delaware corporation (“Lender”), The Xxxxx Company, L.C., a Utah limited liability company (“Borrower”), Health Care Property Investors, Inc., a Maryland corporation (“HCPI”), LLC Units in HCPI/Utah II, LLC, a Delaware limited liability company (LLC in accordance with the “Down REIT Sub”) and certain pledgors specified therein (the “Pledgors”) (the “Acknowledgment and Consent”). Dear Xx. Xxxxxxx: Borrower, HCPI, the Down REIT Sub and certain affiliates of Borrower (including, without limitation, certain terms of the Pledgors) are parties to that certain Amended and Restated Limited Liability Company Agreement of HCPI/Utah II, LLC, dated as of August 17, 2001, as amended (the “LLC Agreement”). In connection with the proposed contribution of additional real property and related interests by Xxxxx Northwest Medical Center Two, L.C., a Utah limited liability company (the “New Transferor”) to the Down REIT Sub, the parties to the LLC Agreement and the New Transferor propose to amend the LLC Agreement as set forth in Exhibit A attached hereto and incorporated herein by this reference (the “Amendment”). This constitutes notice of the Amendment for purposes of the Acknowledgment and Consent (including, without limitation, Section 4 thereof) and that certain Loan and Collateral Account Agreement (Demand Loan), dated as of June 12, 2002, among Lender, Xxxxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxx, Inc., a ____________, Borrower and the Pledgors 2001 (the “Loan Agreement”) (including, without limitation, Section 3.13 thereof). In addition, Borrower, HCPI and the Down REIT Sub request that Lender acknowledge the receipt of this notice and consent to the Amendment by countersigning this letter in the space provided below. By so countersigning, Lender also acknowledges that this letter satisfies the notice and consent requirements of the Loan Agreement and the Acknowledgment and Consent with respect to the Amendment and that upon execution of the Amendment, the definition of “LLC Agreement” and “LLC Agreements” in the Loan Agreement and the Acknowledgment and Consent shall be deemed modified to include the Amendment. Sincerely, Devon M. Xxxxx Xxxxxxx Xxxxx Private Finance Inc., a Delaware corporation By: Name: Title: AMENDMENT NO. 5 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HCPI/UTAH II, LLC THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HCPI/UTAH II, LLC (“Amendment”) is made and entered into effective as of July 16, 2004 (the “Effective Date”), by HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (the “Managing Member”), and all Non-Managing Members set forth on the signature page hereto.Exchange rights referred to therein. The undersigned Member or Assignee:
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Xxxxxx Attention. Xxxxx X. Xxx, Esq. Telephone No.: (000) 000-0000 Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Member Contribution Gross Asset Value of Contribution Net Asset Value of Contribution Unit Value Number of Units Xxxxx-Research Park Associates, Ltd. ARUP I / XXXX XX $25,313,000.00 $9,815,414.25 $34.80 282,052 Xxxxx Research Park Associates VII, L.C. and Chimney Ridge, L.C. ARUP III $10,000,000.00 $5,171,620.63 $34.80 148,609 Xxxxx-Foothill Associates, Ltd. Myriad I $7,498,000.00 $3,153,549.02 $34.80 90,619 Xxxxx-Research Park Associates VI, L.C. Myriad II $6,450,000.00 $2,087,736.74 $34.80 59,991 Xxxxx-Foothill Associates, Ltd. Myriad III $10.00 $0.00 $34.80 0 Xxxxx Xxx Mill II, L.C. Old Mill $10,451,000.00 $2,484,180.37 $34.80 71,383 Xxxxx Rancho Vistoso, L.C. Rancho Vistoso $7,121,294.00 $1,809,162.84 $34.80 51,987 Xxxxx Kaysville Associates, L.C. HCA Supply $4,985,409.00 $995,190.82 $34.80 28,597 Xxxxx Xxxxx Highlands Dental Clinic, X.X. Xxxxx Dental $1,144,000.00 $197,823.32 $34.80 5,685 Xxxxx Xxxxxxxxx II, X.X. Xxxxxxxxx $3,588,800.00 $1,182,155.39 $34.80 33,969 Xxxxx-Alta View Associates, Ltd. Xxxxxx $3,836,000.00 $1,001,889.25 $34.80 28,789 Member Contribution Gross Asset Value of Contribution Net Asset Value of Contribution Unit Value Number of Units Xxxxx-106th South Associates, Ltd. Myriad Airport $4,596,364.53 $1,629,428.06 $43.13 37,781 Xxxxx-Xxxxxxx 420 East Partnership, Ltd. Denver I $10,360,098.36 $2,322,263.15 $41.69 55,706 Xxxxx Northwest Medical Center Two, L.C. Northwest II $3,792,894.40 $1,167,110.60 $41.80 27,925 Total Non-Managing Member Units $99,136,870.29 84,983,877.53 $33,017,524.44 923,093 29,528,150.69 839,462 Managing Member Address: Health Care Property Investors, Inc. 0000 XxxXxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 with a copy to: 4600 XxxXxxxxx Xxxxx, Xxxxx 000 Xxxxxx & Xxxxxxx Newport Beach, California 92660 650 000 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx Xxxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxx, Esq. Coxxx XxxxAttention: Xxxxx X. Xxxxxxx, Xxxxxxxxxx 00000 Esq. Telephone No.: (000) 000-0000 Attention: Xxxxx X. Xxxxxxx, Esq. Facsimile Telephone No.: (000) 000-0000 Telephone Facsimile No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Member Contribution Gross Asset Value of Contribution Net Asset Value of Contribution Unit Value Number of Units Health Care Property Investors, Inc. Cash (Initial Closing) $32,813,385.11 $32,813,385.11 $34.80 942,913 Health Care Property Investors, Inc. Cash (Subsequent Closing: 10/30/01) $489,374.08 $489,374.08 $34.80 14,062 Health Care Property Investors, Inc. Cash (Subsequent Closing: 7/3/02) $2,895,113.98 $2,895,113.98 $43.13 67,128 Health Care Property Investors, Inc. Cash (Subsequent Closing: 9/27/02) $7,850,248.43 $7,850,248.43 $41.69 188,310 Health Care Property Investors, Inc. Cash (Subsequent Closing: 6/25/03) $2,617,662.96 $2,617,662.96 $41.80 62,631 Total Managing Member Units $46,665,784.56 36,197,873.17 $46,665,784.56 1,275,044 36,197,873.17 1,024,103 EXHIBIT B FORM OF LENDER’S APPROVAL ______________July 1, 20___ 2002 VIA FACSIMILE Xxxxxxx Xxxxx Private Finance Inc. 2000 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Attention: Xxx X. Xxxxxxx Telecopier: 000-000-0000 Re: Acknowledgment and Consent, dated as of June 12, 2002, among Xxxxxxx Xxxxx Private Finance Inc., a Delaware corporation (“Lender”), The Xxxxx Company, L.C., a Utah limited liability company (“Borrower”), Health Care Property Investors, Inc., a Maryland corporation (“HCPI”), HCPI/Utah II, LLC, a Delaware limited liability company (the “Down REIT Sub”) and certain pledgors specified therein (the “Pledgors”) (the “Acknowledgment and Consent”). Dear Xx. Xxxxxxx: Borrower, HCPI, the Down REIT Sub and certain affiliates of Borrower (including, without limitation, certain of the Pledgors) are parties to that certain Amended and Restated Limited Liability Company Agreement of HCPI/Utah II, LLC, dated as of August 17, 2001, as amended (the “LLC Agreement”). In connection with the proposed contribution of additional real property and related interests by Xxxxx Northwest Medical Center Two106th South Associates, L.C.Ltd., a Utah limited liability company partnership (the “New Transferor”) to the Down REIT Sub, the parties to the LLC Agreement and the New Transferor propose to amend the LLC Agreement as set forth in Exhibit A attached hereto and incorporated herein by this reference (the “Amendment”). This constitutes notice of the Amendment for purposes of the Acknowledgment and Consent (including, without limitation, Section 4 thereof) and that certain Loan and Collateral Account Agreement (Demand Loan), dated as of June 12, 2002, among Lender, Xxxxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxx, Inc., a ____________, Borrower and the Pledgors (the “Loan Agreement”) (including, without limitation, Section 3.13 thereof). In addition, Borrower, HCPI and the Down REIT Sub request that Lender acknowledge the receipt of this notice and consent to the Amendment by countersigning this letter in the space provided below. By so countersigning, Lender also acknowledges that this letter satisfies the notice and consent requirements of the Loan Agreement and the Acknowledgment and Consent with respect to the Amendment and that upon execution of the Amendment, the definition of “LLC Agreement” and “LLC Agreements” in the Loan Agreement and the Acknowledgment and Consent shall be deemed modified to include the Amendment. Sincerely, Devon M. Xxxxx Xxxxxxx Xxxxx Private Finance Inc., a Delaware corporation By: Name: Title: AMENDMENT NO. 5 3 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HCPI/UTAH II, LLC THIS AMENDMENT NO. 5 3 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HCPI/UTAH II, LLC (“Amendment”) is made and entered into effective as of July 16September 27, 2004 (the “Effective Date”)2002, by HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (the “Managing Member”), XXXXX-XXXXXXX 420 EAST PARTNERSHIP, LTD., a Utah limited partnership (“New Member”), and all other Non-Managing Members set forth on the signature page hereto.
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Xxxxxx Attention. Xxxxx X. Xxx, Esq. Telephone No.: (000) 000-0000 Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Member Contribution Gross Asset Value of Contribution Net Asset Value of Contribution Unit Value Number of Units Xxxxx-Research Park Associates, Ltd. ARUP I / XXXX XX $25,313,000.00 $9,815,414.25 $34.80 282,052 Xxxxx Research Park Associates VII, L.C. and Chimney Ridge, L.C. ARUP III $10,000,000.00 $5,171,620.63 $34.80 148,609 Xxxxx-Foothill Associates, Ltd. Myriad I $7,498,000.00 $3,153,549.02 $34.80 90,619 Xxxxx-Research Park Associates VI, L.C. Myriad II $6,450,000.00 $2,087,736.74 $34.80 59,991 Xxxxx-Foothill Associates, Ltd. Myriad III $10.00 $0.00 $34.80 0 Xxxxx Xxx Mill II, L.C. Old Mill $10,451,000.00 $2,484,180.37 $34.80 71,383 Xxxxx Rancho Vistoso, L.C. Rancho Vistoso $7,121,294.00 $1,809,162.84 $34.80 51,987 Xxxxx Kaysville Associates, L.C. HCA Supply $4,985,409.00 $995,190.82 $34.80 28,597 Xxxxx Xxxxx Highlands Dental Clinic, X.X. Xxxxx Dental $1,144,000.00 $197,823.32 $34.80 5,685 Xxxxx Xxxxxxxxx II, X.X. Xxxxxxxxx $3,588,800.00 $1,182,155.39 $34.80 33,969 Xxxxx-Alta View Associates, Ltd. Xxxxxx $3,836,000.00 $1,001,889.25 $34.80 28,789 Member Contribution Gross Asset Value of Contribution Net Asset Value of Contribution Unit Value Number of Units Xxxxx-106th South Associates, Ltd. Myriad Airport $4,596,364.53 $1,629,428.06 $43.13 37,781 Xxxxx-Xxxxxxx 420 East Partnership, Ltd. Denver I $10,360,098.36 $2,322,263.15 $41.69 55,706 Xxxxx Northwest Medical Center Two, L.C. Northwest II $3,792,894.40 $1,167,110.60 $41.80 27,925 Total Non-Managing Member Units $99,136,870.29 95,343,975.89 $33,017,524.44 923,093 31,850,413.84 895,168 Managing Member Address: Health Care Property Investors, Inc. with a copy to: 4600 XxxXxxxxx Xxxxx, Xxxxx 000 Xxxxxx & Xxxxxxx Newport Beach, California 92660 650 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx Attention: Xxxxxx X. Xxxxxxx, Esq. Coxxx Xxxx, Xxxxxxxxxx 00000 Telephone No.: (000) 000-0000 Attention: Xxxxx X. Xxxxxxx, Esq. Facsimile No.: (000) 000-0000 Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Member Contribution Gross Asset Value of Contribution Net Asset Value of Contribution Unit Value Number of Units Health Care Property Investors, Inc. Cash (Initial Closing) $32,813,385.11 $32,813,385.11 $34.80 942,913 Health Care Property Investors, Inc. Cash (Subsequent Closing: 10/30/01) $489,374.08 $489,374.08 $34.80 14,062 Health Care Property Investors, Inc. Cash (Subsequent Closing: 7/3/02) $2,895,113.98 $2,895,113.98 $43.13 67,128 Health Care Property Investors, Inc. Cash (Subsequent Closing: 9/27/02) $7,850,248.43 $7,850,248.43 $41.69 188,310 Health Care Property Investors, Inc. Cash (Subsequent Closing: 6/25/03) $2,617,662.96 $2,617,662.96 $41.80 62,631 55,706 Total Managing Member Units $46,665,784.56 44,048,121.60 $46,665,784.56 1,275,044 44,048,121.60 1,079,809 EXHIBIT B FORM OF LENDER’S APPROVAL ______________, 20___ VIA FACSIMILE Xxxxxxx Xxxxx Private Finance Inc. 2000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Attention: Xxx X. Xxxxxxx Telecopier: 000-000-0000 Re: Acknowledgment and Consent, dated as of June 12, 2002, among Xxxxxxx Xxxxx Private Finance Inc., a Delaware corporation (“Lender”), The Xxxxx Company, L.C., a Utah limited liability company (“Borrower”), Health Care Property Investors, Inc., a Maryland corporation (“HCPI”), HCPI/Utah II, LLC, a Delaware limited liability company (the “Down REIT Sub”) and certain pledgors specified therein (the “Pledgors”) (the “Acknowledgment and Consent”). Dear Xx. Xxxxxxx: Borrower, HCPI, the Down REIT Sub and certain affiliates of Borrower (including, without limitation, certain of the Pledgors) are parties to that certain Amended and Restated Limited Liability Company Agreement of HCPI/Utah II, LLC, dated as of August 17, 2001, as amended (the “LLC Agreement”). In connection with the proposed contribution of additional real property and related interests by Xxxxx Northwest Medical Center Two106th South Associates, L.C.Ltd., a Utah limited liability company partnership (the “New Transferor”) to the Down REIT Sub, the parties to the LLC Agreement and the New Transferor propose to amend the LLC Agreement as set forth in Exhibit A attached hereto and incorporated herein by this reference (the “Amendment”). This constitutes notice of the Amendment for purposes of the Acknowledgment and Consent (including, without limitation, Section 4 thereof) and that certain Loan and Collateral Account Agreement (Demand Loan), dated as of June 12, 2002, among Lender, Xxxxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxx, Inc., a ____________, Borrower and the Pledgors (the “Loan Agreement”) (including, without limitation, Section 3.13 thereof). In addition, Borrower, HCPI and the Down REIT Sub request that Lender acknowledge the receipt of this notice and consent to the Amendment by countersigning this letter in the space provided below. By so countersigning, Lender also acknowledges that this letter satisfies the notice and consent requirements of the Loan Agreement and the Acknowledgment and Consent with respect to the Amendment and that upon execution of the Amendment, the definition of “LLC Agreement” and “LLC Agreements” in the Loan Agreement and the Acknowledgment and Consent shall be deemed modified to include the Amendment. Sincerely, Devon M. Xxxxx Xxxxxxx Xxxxx Private Finance Inc., a Delaware corporation By: Name: Title: AMENDMENT NO. 5 4 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HCPI/UTAH II, LLC THIS AMENDMENT NO. 5 4 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HCPI/UTAH II, LLC (“Amendment”) is made and entered into effective as of July 16June 25, 2004 (the “Effective Date”)2003, by HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (the “Managing Member”), XXXXX NORTHWEST MEDICAL CENTER TWO, L.C., a Utah limited liability company (“New Member”), and all other Non-Managing Members set forth on the signature page hereto.
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Xxxxxx Attention. Xxxxx X. Xxx, Esq. Telephone No.: (000) 000-0000 Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Member Contribution Gross Asset Value of Contribution Net Asset Value of Contribution Unit Value Number of Units Xxxxx-Research Park Associates, Ltd. ARUP I / XXXX XX $25,313,000.00 $9,815,414.25 $34.80 282,052 Xxxxx Research Park Associates VII, L.C. and Chimney Ridge, L.C. ARUP III $10,000,000.00 $5,171,620.63 $34.80 148,609 Xxxxx-Foothill Associates, Ltd. Myriad I $7,498,000.00 $3,153,549.02 $34.80 90,619 Xxxxx-Research Park Associates VI, L.C. Myriad II $6,450,000.00 $2,087,736.74 $34.80 59,991 Xxxxx-Foothill Associates, Ltd. Myriad III $10.00 $0.00 $34.80 0 Xxxxx Xxx Mill II, L.C. Old Mill $10,451,000.00 $2,484,180.37 $34.80 71,383 Xxxxx Rancho Vistoso, L.C. Rancho Vistoso $7,121,294.00 $1,809,162.84 $34.80 51,987 Xxxxx Kaysville Associates, L.C. HCA Supply $4,985,409.00 $995,190.82 $34.80 28,597 Xxxxx Xxxxx Highlands Dental Clinic, X.X. Xxxxx Dental $1,144,000.00 $197,823.32 $34.80 5,685 Xxxxx Xxxxxxxxx II, X.X. Xxxxxxxxx $3,588,800.00 $1,182,155.39 $34.80 33,969 Xxxxx-Alta View Associates, Ltd. Xxxxxx $3,836,000.00 $1,001,889.25 $34.80 28,789 Member Contribution Gross Asset Value of Contribution Net Asset Value of Contribution Unit Value Number of Units Xxxxx-106th South Associates, Ltd. Myriad Airport $4,596,364.53 $1,629,428.06 $43.13 37,781 Xxxxx-Xxxxxxx 420 East Partnership, Ltd. Denver I $10,360,098.36 $2,322,263.15 $41.69 55,706 Xxxxx Northwest Medical Center Two, L.C. Northwest II $3,792,894.40 $1,167,110.60 $41.80 27,925 Total Non-Managing Member Units $99,136,870.29 80,387,513.00 $33,017,524.44 923,093 27,898,722.63 801,681 Managing Member Address: Health Care Property Investors, Inc. 0000 XxxXxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 with a copy to: 4600 XxxXxxxxx Xxxxx, Xxxxx 000 Xxxxxx & Xxxxxxx Newport Beach, California 92660 650 000 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx Xxxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxx, Esq. Coxxx XxxxAttention: Xxxxx X. Xxxxxxx, Xxxxxxxxxx 00000 Esq. Telephone No.: (000) 000-0000 Attention: Xxxxx X. Xxxxxxx, Esq. Facsimile Telephone No.: (000) 000-0000 Telephone Facsimile No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Member Contribution Gross Asset Value of Contribution Net Asset Value of Contribution Unit Value Number of Units Health Care Property Investors, Inc. Cash (Initial Closing) $32,813,385.11 $32,813,385.11 $34.80 942,913 Health Care Property Investors, Inc. Cash (Subsequent Closing: 10/30/01) $489,374.08 $489,374.08 $34.80 14,062 Health Care Property Investors, Inc. Cash (Subsequent Closing: 7/3/02) $2,895,113.98 $2,895,113.98 $43.13 67,128 Health Care Property Investors, Inc. Cash (Subsequent Closing: 9/27/02) $7,850,248.43 $7,850,248.43 $41.69 188,310 Health Care Property Investors, Inc. Cash (Subsequent Closing: 6/25/03) $2,617,662.96 $2,617,662.96 $41.80 62,631 Total Managing Member Units $46,665,784.56 33,302,759.19 $46,665,784.56 1,275,044 EXHIBIT B FORM OF LENDER’S APPROVAL ______________, 20___ VIA FACSIMILE Xxxxxxx Xxxxx Private Finance Inc. 2000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Attention: Xxx X. Xxxxxxx Telecopier: 000-000-0000 Re: Acknowledgment and Consent, dated as of June 12, 2002, among Xxxxxxx Xxxxx Private Finance Inc., a Delaware corporation (“Lender”), The Xxxxx Company, L.C., a Utah limited liability company (“Borrower”), Health Care Property Investors, Inc., a Maryland corporation (“HCPI”), HCPI/Utah II, LLC, a Delaware limited liability company (the “Down REIT Sub”) and certain pledgors specified therein (the “Pledgors”) (the “Acknowledgment and Consent”). Dear Xx. Xxxxxxx: Borrower, HCPI, the Down REIT Sub and certain affiliates of Borrower (including, without limitation, certain of the Pledgors) are parties to that certain Amended and Restated Limited Liability Company Agreement of HCPI/Utah II, LLC, dated as of August 17, 2001, as amended (the “LLC Agreement”). In connection with the proposed contribution of additional real property and related interests by Xxxxx Northwest Medical Center Two, L.C., a Utah limited liability company (the “New Transferor”) to the Down REIT Sub, the parties to the LLC Agreement and the New Transferor propose to amend the LLC Agreement as set forth in Exhibit A attached hereto and incorporated herein by this reference (the “Amendment”). This constitutes notice of the Amendment for purposes of the Acknowledgment and Consent (including, without limitation, Section 4 thereof) and that certain Loan and Collateral Account Agreement (Demand Loan), dated as of June 12, 2002, among Lender, Xxxxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxx, Inc., a ____________, Borrower and the Pledgors (the “Loan Agreement”) (including, without limitation, Section 3.13 thereof). In addition, Borrower, HCPI and the Down REIT Sub request that Lender acknowledge the receipt of this notice and consent to the Amendment by countersigning this letter in the space provided below. By so countersigning, Lender also acknowledges that this letter satisfies the notice and consent requirements of the Loan Agreement and the Acknowledgment and Consent with respect to the Amendment and that upon execution of the Amendment, the definition of “LLC Agreement” and “LLC Agreements” in the Loan Agreement and the Acknowledgment and Consent shall be deemed modified to include the Amendment. Sincerely, Devon M. Xxxxx Xxxxxxx Xxxxx Private Finance Inc., a Delaware corporation By: Name: Title: 33,302,759.19 956,975 AMENDMENT NO. 5 2 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HCPI/UTAH II, LLC THIS AMENDMENT NO. 5 2 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HCPI/UTAH II, LLC (“Amendment”) is made and entered into effective as of July 163, 2004 (the “Effective Date”)2002, by HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (the “Managing Member”), XXXXX-106TH SOUTH ASSOCIATES, LTD., a Utah limited partnership (“New Member”), and all other Non-Managing Members set forth on the signature page hereto.
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