EXHIBIT 10.23
AMENDMENT NO. 1
---------------
AMENDMENT NO. 1, dated October 29, 2001 (this "Amendment"), to the 364-Day
---------
Revolving Credit Agreement, dated as of November 3, 1999, among Health Care
Property Investors, Inc., the Banks party thereto, The Bank of New York, as
Agent, and Bank of America, N.A. and Xxxxx Fargo Bank, N.A., as Co-Documentation
Agents, with BNY Capital Markets, Inc., as Lead Arranger and Book Manager (as
amended, supplemented or otherwise modified, the "Credit Agreement").
----------------
RECITALS
--------
A. Capitalized terms used herein and not defined herein shall have the
meanings assigned to such terms in the Credit Agreement.
B. The Company has requested that each of the financial institutions
identified on the signature pages hereof (each an "Executing Bank" and,
--------------
collectively, the "Executing Banks") agree to amend the Credit Agreement upon
the terms and conditions contained in this Amendment, and each Executing Bank is
willing to so agree.
Accordingly, in consideration of the Recitals and the covenants, conditions
and agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
Company, the Agent and each Executing Bank hereby agree as follows:
1. Each of the Credit Agreement and Exhibits E and H thereto shall
automatically be amended, on and as of the Amendment Effective Date, by
substituting the amount $188,000,000 for the amount $103,000,000 wherever it
appears.
2. Section 9.1(b) of the Credit Agreement shall automatically be amended,
on and as of the Amendment Effective Date, by substituting the word "Credit" for
the word "Loan".
3. Notwithstanding anything in Section 11.12 of the Credit Agreement to
the contrary, on and as of the Amendment Effective Date (but immediately after
giving effect to paragraphs 1, 4 and 6 hereof), the scheduled Termination Date
of each Executing Bank shall be extended from October 31, 2001 to October 30,
2002.
4. Notwithstanding anything in Section 11.13 of the Credit Agreement to
the contrary, on and as of the Amendment Effective Date, (i) in the case of each
Executing Bank that is a Bank on the date hereof, the amount of its Commitment
and its address for purposes of Section 11.6 of the Credit Agreement shall be as
indicated on the signature pages hereof and (ii) in the case of each Executing
Bank that is not a Bank on the date hereof, (a) such Executing Bank shall
automatically be and become a Bank for all purposes of the Credit Agreement (to
the same extent as any other Bank thereunder) and shall automatically be bound
by and entitled to the benefits of the Credit Agreement in the same manner as
any other Bank and (b) the amount of its
Commitment and its address for purposes of Section 11.6 of the Credit Agreement
shall be as indicated on the signature pages thereof.
5. On and as of the Amendment Effective Date, Section 11.13 of the Credit
Agreement shall automatically be amended and restated in its entirety to read as
follows: "Section 11.13. [Intentionally Omitted]".
---------------------
6. On and as of the Amendment Effective Date, (i) First Union National
Bank shall automatically be appointed as a Co-Documentation Agent by each Bank
for all purposes of the Credit Documents, provided that, as such, it shall have
--------
no duties or obligations whatsoever under any Credit Document or any other
document or any matter related thereto, but shall nevertheless be entitled to
all of the indemnities and other protection afforded to the Administrative Agent
under Article IX of the Credit Agreement, and (ii) the term "Co-Documentation
Agent" shall automatically be amended to include First Union National Bank
wherever such term appears in each Credit Document.
7. Paragraphs 1 through 6 hereof shall not become effective until each of
the following conditions is satisfied (the date on which such effectiveness
shall occur shall be referred to herein as the "Amendment Effective Date"):
------------------------
(a) This Amendment. The Agent shall have received this Amendment duly
--------------
executed and delivered by each of the Executing Banks and the Company.
(b) Notes. The Agent on behalf of each Executing Bank shall have
-----
received such replacement and/or new Notes as the Agent shall reasonably
request in connection with this Amendment and the transactions contemplated
hereby.
(c) Good Standing Certificates. The Agent on behalf of the Executing
--------------------------
Banks shall have received from the Company copies of good standing
certificates, dated within a reasonable period of time prior to the
Amendment Effective Date, confirming the Company's representation as to
good standing in Section 5.1(b) of the Credit Agreement with respect to the
States of Maryland and California.
(d) Secretary's Certificate. The Agent on behalf of the Executing
-----------------------
Banks shall have received from the Company a certificate from the Secretary
or Assistant Secretary of the Company, dated as of the Amendment Effective
Date, (i) certifying the incumbency of the officers executing this
Amendment, the Credit Documents and all related documentation, (ii)
attaching and certifying the resolutions of the Board of Directors of the
Company relating to the execution, delivery and performance of this
Amendment, the Credit Documents and the transactions contemplated hereby
and thereby, and (iii) certifying that neither the Articles of
Incorporation nor the By-laws of the Company have been amended,
supplemented or otherwise modified since November 3, 1999.
(e) Opinion of Company Counsel. The Agent on behalf of the Banks
--------------------------
shall have received such legal opinions, in form and substance reasonably
satisfactory to the
-2-
Agent, as the Agent shall reasonably request in connection with this
Amendment and the transactions contemplated hereby.
(f) Other Documents. The Agent shall have received such other
---------------
certificates and documents as the Agent and the Executing Banks may
reasonably request in connection with this Amendment and the transactions
contemplated hereby.
(g) Litigation. There shall not be pending or threatened any action
----------
or proceeding before any court or administrative agency relating to this
Amendment, any Credit Document or the other lending transactions
contemplated hereby or thereby, which, in the judgment of the Agent or any
Executing Bank, could materially impair the ability of the Company to
perform its obligations hereunder or under the Credit Documents.
(h) Certain Fees and Expenses. The Agent shall have received (i) a
-------------------------
nonrefundable fee for the account of each Executing Bank as indicated on
the Schedule attached hereto and (ii) those fees and expenses of counsel to
the Agent and the Lead Arranger and Book Manager, as described in Section
11.3 of the Credit Agreement, that have been incurred up to the date hereof
and of which the Agent has given the Company notice.
(i) Officer's Certificate. The Agent on behalf of the Executing Banks
---------------------
shall have received a certificate, dated the Amendment Effective Date and
signed by an authorized officer of the Company, certifying that (i) no
Default or Event of Default shall have occurred and be continuing and (ii)
the representations and warranties contained in Article V of the Credit
Agreement (other than representations and warranties that speak as of a
specific date) shall be true and correct with the same effect as though
such representations and warranties had been made on and as of the
Amendment Effective Date.
8. The Company hereby (i) reaffirms and admits the validity and
enforceability of each Credit Document and its obligations thereunder, and
agrees and admits that it has no defense to or offset against any such
obligation, and (ii) represents and warrants that, as of the date hereof, (a) it
is in compliance with all of the terms, covenants and conditions of each Credit
Document, (b) no Default or Event of Default shall have occurred and be
continuing, and (c) the representations and warranties contained in Article V of
the Credit Agreement (other than representations and warranties that speak as of
a specific date) are true and correct with the same effect as though such
representations and warranties had been made on the date hereof.
9. By its execution hereof, each Executing Bank hereby agrees that,
promptly after its receipt of any replacement Note pursuant to paragraph 5(b)
hereof, it shall return the Note replaced thereby directly to the Company.
10. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all the counterparts shall
together constitute one and the same
-3-
instrument. Delivery of an executed counterpart by facsimile transmission shall
be effective as delivery of a manually executed counterpart.
11. The Credit Agreement and the other Credit Documents shall in all other
respects remain in full force and effect, and no amendment or other modification
herein in respect of any term or condition of any Credit Document shall be
deemed to be an amendment or other modification in respect of any other term or
condition of any Credit Document.
12. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.
[Signature page follows.]
-4-
HEALTH CARE PROPERTY INVESTORS, INC.
AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT
-------------------------------------------
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
HEALTH CARE PROPERTY
INVESTORS, INC.
By:
---------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
THE BANK OF NEW YORK,
as Agent for the Banks
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Address for Notices:
The Bank of New York
Xxx Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxxxx
Fax: (000) 000-0000
With a copy to:
The Bank of New York
00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxx
Fax: (000) 000-0000
HEALTH CARE PROPERTY INVESTORS, INC.
AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT
-------------------------------------------
Commitment: $23,225,805 THE BANK OF NEW YORK,
as a Bank
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Address for Notices:
The Bank of New York
Xxx Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxxxx
Fax: (000) 000-0000
With a copy to:
The Bank of New York
00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxx
Fax: (000) 000-0000
Eurodollar Lending Office:
The Bank of New York
Xxx Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxxxx
Fax: (000) 000-0000
HEALTH CARE PROPERTY INVESTORS, INC.
AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT
-------------------------------------------
Commitment: $25,000,000 FLEET NATIONAL BANK,
as a Bank
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Address for Notices:
Fleet National Bank
000 Xxxx Xxxxxx XXXX00000X
Xxxxxxxx, XX 00000
Attn: Xxxxxxxxxxx Xxxx
Fax: (000) 000-0000
Eurodollar Lending Office:
Fleet National Bank
000 Xxxx Xxxxxx XXXX00000X
Xxxxxxxx, XX 00000
Attn: Xxxx Xxxxxx
Fax: (000) 000-0000
HEALTH CARE PROPERTY INVESTORS, INC.
AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT
-------------------------------------------
Commitment: $23,274,194 BANK OF AMERICA, N.A.,
as a Bank
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Address for Notices:
Bank of America, N.A.
One Independence Center
000 X. Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Xxx Xxxxxxxxx
Fax: (000) 000-0000
With a copy to:
Bank of America, N.A.
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxxx Xxxx
Fax: (000)000-0000
Eurodollar Lending Office:
Bank of America, N.A.
One Independence Center
000 X. Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Xxx Xxxxxxxxx
Fax: (000) 000-0000
With a copy to:
Bank of America, N.A.
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxxx Xxxx
Fax: (000)000-0000
HEALTH CARE PROPERTY INVESTORS, INC.
AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT
-------------------------------------------
Commitment: $23,274,194 FIRST UNION NATIONAL BANK,
as a Bank
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Address for Notices:
First Union National Bank
One First Union Center
000 Xxxxx Xxxxxxx Xxxxxx, XX0000
Xxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxx
Fax: (000) 000-0000
With a copy to:
First Union National Bank
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxx
Fax: (000) 000-0000
Eurodollar Lending Office:
First Union National Bank
One First Union Center
000 Xxxxx Xxxxxxx Xxxxxx, XX0000
Xxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxx
Fax: (000) 000-0000
HEALTH CARE PROPERTY INVESTORS, INC.
AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT
-------------------------------------------
Commitment: $23,274,194 XXXXX FARGO BANK, N.A.,
as a Bank
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Address for Notices:
Xxxxx Fargo Bank, N.A.
Los Angeles Regional Commercial
Banking Xxxxxx
000 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxx
Fax: (000) 000-0000
Eurodollar Lending Office:
Xxxxx Fargo Bank, N.A.
Los Angeles Regional Commercial
Banking Xxxxxx
000 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxx
Fax: (000) 000-0000
HEALTH CARE PROPERTY INVESTORS, INC.
AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT
-------------------------------------------
Commitment: $14,983,871 CREDIT LYONNAIS NEW YORK
BRANCH,
as a Bank
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Address for Notices:
Credit Lyonnais
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxx
Fax: (000) 000-0000
Eurodollar Lending Office:
Credit Lyonnais
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxx
Fax: (000) 000-0000
HEALTH CARE PROPERTY INVESTORS, INC.
AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT
-------------------------------------------
Commitment: $11,645,161 KBC BANK N.V.,
as a Bank
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Address for Notices:
KBC Bank N.V.
000 Xxxx 00xx Xxxxxx,
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxx
Fax: (000) 000-0000
With a copy to:
KBC Bank N.V.
000 Xxxxx Xxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx
Fax: (000) 000-0000
Eurodollar Lending Office:
KBC Bank N.V.
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxx
Fax: (000) 000-0000
HEALTH CARE PROPERTY INVESTORS, INC.
AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT
-------------------------------------------
Commitment: $10,000,000 BANCA POPOLARE DI MILANO,
NEW YORK BRANCH,
as a Bank
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Address for Notices:
Banca Popolare di Milano,
New York Branch
000 Xxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx Xxxxx
Fax: (000) 000-0000
Eurodollar Lending Office:
Banca Popolare di Milano,
New York Branch
000 Xxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxxx
Fax: (000) 000-0000
HEALTH CARE PROPERTY INVESTORS, INC.
AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT
-------------------------------------------
Commitment: $10,000,000 E. SUN COMMERCIAL BANK, LTD.,
LOS ANGELES BRANCH, as a Bank
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Address for Notices:
E. Sun Bank, Los Angeles Branch
00000 Xxxxxxxxx Xx., Xxxxx 000
Xxxx xx Xxxxxxxx, XX 00000
Attn: Teddy Mou
Fax: (000) 000-0000
Eurodollar Lending Office:
E. Sun Bank, Los Angeles Branch
00000 Xxxxxxxxx Xx., Xxxxx 000
Xxxx xx Xxxxxxxx, XX 00000
Attn: Teddy Mou
Fax: (000) 000-0000
HEALTH CARE PROPERTY INVESTORS, INC.
AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT
-------------------------------------------
Commitment: $10,000,000 NATIONAL BANK OF EGYPT,
NEW YORK BRANCH,
as a Bank
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Address for Notices:
National Bank of Egypt,
New York Branch
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxx
Fax: (000) 000-0000
With a copy to:
National Bank of Egypt,
New York Branch
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxx
Fax: (000) 000-0000
Eurodollar Lending Office:
National Bank of Egypt,
New York Branch
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxx
Fax: (000) 000-0000
HEALTH CARE PROPERTY INVESTORS, INC.
AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT
-------------------------------------------
Commitment: $10,000,000 RZB FINANCE, LLC,
as a Bank
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Address for Notices:
RZB Finance, LLC
0000 Xxxxxx xx xxx Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxxxxxx Xxxxxxx
Fax: (000) 000-0000
Eurodollar Lending Office:
RZB Finance, LLC
0000 Xxxxxx xx xxx Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxxxxxx Xxxxxxx
Fax: (000) 000-0000
HEALTH CARE PROPERTY INVESTORS, INC.
AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT
-------------------------------------------
Commitment: $3,322,581 CITY NATIONAL BANK,
as a Bank
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Address for Notices:
City National Bank
000 Xxxxx Xxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Attn: Xxxxxxxx Xxxxxxx
Fax: (000) 000-0000
Eurodollar Lending Office:
City National Bank
000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xx Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxx
Fax: (000) 000-0000
HEALTH CARE PROPERTY INVESTORS, INC.
AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT
-------------------------------------------
SCHEDULE
--------
Bank Fee Amount
---- ----------
The Bank of New York $23,226
Fleet National Bank $37,500
Bank of America, N.A. $25,774
First Union National Bank $25,774
Xxxxx Fargo Bank, N.A. $25,774
Credit Lyonnais New York Branch $17,484
KBC Bank N.V. $11,645
Banca Popolare di Milano, New York Branch $15,000
E. Sun Commercial Bank, Ltd. $15,000
National Bank of Egypt, New York Branch $15,000
RZB Finance, LLC $15,000
City National Bank $3,323
