EXHIBIT 10.10(i)
AMENDMENT NUMBER EIGHT TO CREDIT AGREEMENT
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This AMENDMENT NUMBER EIGHT TO CREDIT AGREEMENT, dated as of January
29, 1999 (this "Amendment"), is entered into among NATIONWIDE HEALTH PROPERTIES,
INC., a Maryland corporation (the "Borrower"), the financial institutions which
are signatories to the Credit Agreement (each a "Bank" and, collectively, the
"Banks"), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as agent for the Banks
thereunder (in such capacity, the "Agent").
WHEREAS, the Borrower has requested that the Banks amend certain
provisions of the Credit Agreement to provide for, among other things, the
revision of covenants in connection with the incurrence of indebtedness by the
Borrower.
WHEREAS, subject to the terms and conditions contained herein, the
Banks are willing to amend such provisions of the Credit Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, conditions,
and provisions hereinafter set forth, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS FOR THIS AMENDMENT;
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AMENDMENT OF ARTICLE I OF THE CREDIT AGREEMENT
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1.1 Definitions for this Amendment. Any and all initially
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capitalized terms used herein shall have the meanings ascribed thereto in the
Credit Agreement unless specifically defined herein. For purposes of this
Amendment, the following initially capitalized terms shall have the following
meanings:
"Agent" shall have the meaning set forth in the introduction to this
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Amendment.
"Amendment" means this Amendment Number Eight to Credit Agreement
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among the Borrower, the Banks, and the Agent.
"Bank" and "Banks" shall have the respective meanings set forth in the
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introduction to this Amendment.
"Borrower" shall have the meaning set forth in the introduction to
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this Amendment.
"Credit Agreement" means that certain Credit Agreement, dated as of
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May 20, 1993, among the Borrower, the Banks, and the Agent, as amended
by that certain Amendment Number One to Credit Agreement dated as of
April 28, 1994, that certain Amendment Number Two to Credit Agreement
dated as of July 11, 1995, that certain Amendment Number Three to
Credit Agreement dated as of January 22, 1996, that certain Amendment
Number Four and Waiver to Credit Agreement dated as of December 10,
1996, that certain Amendment Number Five to Credit
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Agreement dated as of April 1, 1997, that certain Amendment Number Six
and Waiver to Credit Agreement dated as of August 15, 1997, and that
certain Amendment Number Seven and Restatement of Amendments One
Through Six to Credit Agreement dated as of April 6, 1998.
1.2 Amendment of Section 1.1 of the Credit Agreement. Section 1.1 of
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the Credit Agreement is hereby amended by inserting the following defined terms:
"1999 Indenture" means that certain Indenture, dated as of January 13,
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1999, from the Borrower to Chase Manhattan Bank and Trust Company,
National Association, as Trustee, providing for the issuance from time
to time of unsecured and unsubordinated debentures, notes or other
evidences of indebtedness of the Borrower.
"1999 Indenture Indebtedness" means Indebtedness of the Borrower
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incurred under or pursuant to the 1999 Indenture.
ARTICLE 2
AMENDMENT OF CERTAIN PROVISIONS
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OF THE CREDIT AGREEMENT
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2.1 Amendment of Section 4.3(b) of the Credit Agreement. Section
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4.3(b) of the Credit Agreement is amended by deleting clause (i) therefrom in
its entirety and substituting therefor the following clause:
(i) If the Borrower shall create or incur Indenture Indebtedness, 1996
Indenture Indebtedness, 1997 Indenture Indebtedness or 1999 Indenture
Indebtedness or, with the prior written consent of the Majority Banks,
shall create, incur or assume Indebtedness pursuant to Sections
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9.4(a)(v) or 9.4(a)(vii), the Borrower shall pay to the Agent as a
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prepayment in whole or ratably in part of the outstanding amount of
the Loans, an amount equal to the Net Cash Proceeds received by the
Borrower from such Indebtedness as created, incurred or assumed (to
the extent of the amount of the Loans then outstanding).
2.2 Amendment of Section 8.1 of the Credit Agreement. Section 8.1 of
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the Credit Agreement is amended by deleting clause (u) therefrom in its entirety
and substituting therefor the following clause (u):
(u) Compliance with Securities Laws. Each of the Borrower and its
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Subsidiaries is in compliance in all material respects with all
applicable federal and state securities laws, rules, regulations and
orders of any Governmental Authority with respect to the 0000
Xxxxxxxxx and the Indebtedness issued and to be issued pursuant to the
1997 Indenture, and with respect to the 1999 Indenture and the
Indebtedness issued and to be issued pursuant to the 1999 Indenture.
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2.3 Amendment of Section 9.1(b) of the Credit Agreement. Section
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9.1(b) of the Credit Agreement is amended by deleting clause (xi) therefrom in
its entirety and substituting therefor the following clause (xi):
(xi) as soon as reasonably practical and, in any event, not
less than two days prior to the consummation thereof, written notice of (A)
the proposed incurrence or issuance of Indenture Indebtedness, 1996
Indenture Indebtedness, 1997 Indenture Indebtedness or 1999 Indenture
Indebtedness or (B) any proposed supplement or amendment to the Indenture,
the 1996 Indenture, the 1997 Indenture or the 0000 Xxxxxxxxx;
2.4 Amendment of Section 9.4(a) of the Credit Agreement. Section
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9.4(a) of the Credit Agreement is amended by deleting the "." at the end of
clause (xii) thereof and inserting in place thereof ";" and by inserting
immediately thereafter the following new clause (xiii);
(xiii) 1999 Indenture Indebtedness; provided, however, that: (a) the
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maximum aggregate principal amount of 1999 Indenture Indebtedness at
any time outstanding shall not exceed $500,000,000; (b) without the
prior written consent of the Majority Banks, no regularly scheduled
principal payment on any 1999 Indenture Indebtedness shall be required
prior to the fifth (5th) anniversary of the issuance of the debenture,
note or other evidence of indebtedness evidencing such 1999 Indenture
Indebtedness (without regard to the effect of the acceleration
provisions set forth in Section 502 of the 1999 Indenture); (c) all
1999 Indenture Indebtedness shall be unsecured; (d) in connection with
the incurrence or issuance of any 1999 Indenture Indebtedness, no
covenant (financial or otherwise) shall be imposed upon, or agreed to
by, the Borrower that is more restrictive (in the judgment of the
Majority Banks) than the covenants set forth in this Agreement; and
(e) prior to the effectiveness thereof, the Majority Banks shall have
approved, in their sole discretion, each supplement or amendment to
the 1999 Indenture.
ARTICLE 3
MISCELLANEOUS
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3.1 Loan Documents. This Amendment shall be one of the Loan
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Documents.
3.2 Execution. This Amendment may be executed in any number of
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counterparts, each of which when so executed and delivered shall be deemed an
original. All of such counterparts shall constitute but one and the same
instrument. Delivery of an executed counterpart of the signature pages of this
Amendment by telecopier shall be equally effective as delivery of a manually
executed counterpart. Any party delivering an executed counterpart of the
signature pages of this Amendment by telecopier shall thereafter also promptly
deliver a manually executed counterpart, but the failure to deliver such
manually executed counterpart shall not affect the validity, enforceability, and
binding effect of this Amendment.
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3.3 Effectiveness. This Amendment shall be effective as of the date
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first written above, when (a) one or more counterparts hereof shall have been
executed by the Borrower, the Banks, and the Agent and shall have been delivered
to the Agent and (b) the Borrower shall have delivered to the Banks and the
Agent an executed copy of the 1999 Indenture.
3.4 No Other Amendment. Except as expressly amended hereby, the
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Credit Agreement shall remain unchanged and in full force and effect. To the
extent any terms or provisions of this Amendment conflict with those of the
Credit Agreement, the terms and provisions of this Amendment shall control.
This Amendment shall be deemed a part of and is hereby incorporated in the
Credit Agreement.
3.5 Governing Law. This Amendment shall be governed by, and
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construed and enforced in accordance with, the laws of the State of California.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered as of the date first above written.
XXXXX FARGO BANK, NATIONAL
ASSOCIATION, in its individual capacity
and as Agent
By: ____________________________
Title: _____________________
SANWA BANK CALIFORNIA
By: ____________________________
Title: _____________________
By: ____________________________
Title: _____________________
NATIONSBANK, N.A.
By: ____________________________
Title: _____________________
By: ____________________________
Title: _____________________
THE BANK OF NEW YORK
By: ____________________________
Title: _____________________
By: ____________________________
Title: _____________________
NATIONWIDE HEALTH PROPERTIES, INC.
By: ____________________________
Title: _____________________
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