EXHIBIT 10.4
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AMENDMENT NO. 3 TO
AMENDED AND RESTATED LOAN AGREEMENT
BY AND AMONG
HEALTH CARE REIT, INC.
AND CERTAIN OF ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
KEYBANK NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT FOR SUCH BANKS,
DEUTSCHE BANK SECURITIES INC.,
AS SYNDICATION AGENT
AND
UBS SECURITIES LLC,
AS DOCUMENTATION AGENT
DECEMBER 19, 2003
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KEYBANK NATIONAL ASSOCIATION
AND
DEUTSCHE BANK SECURITIES INC.,
AS JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS
AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AGREEMENT
AGREEMENT (this "AMENDMENT NO. 3"), made as of the 19th day of
December, 2003, by and among:
HEALTH CARE REIT, INC., a Delaware corporation, and each of the other
entities listed on Exhibit 1 annexed hereto (individually, a "BORROWER" and
collectively, the "BORROWERS");
The Banks that have executed the signature pages hereto (individually,
a "BANK" and, collectively, the "BANKS"); and
KEYBANK NATIONAL ASSOCIATION, a national banking association, as
Administrative Agent for the Banks (in such capacity, together with its
successors in such capacity, the "AGENT");
W I T N E S S E T H:
WHEREAS:
(A) The Borrowers, the Agent, Deutsche Bank Securities Inc., as
Syndication Agent, UBS Securities LLC, as Documentation Agent and the banks
signatory thereto (the "EXISTING BANKS") entered into a certain Amended and
Restated Loan Agreement dated August 23, 2002 (as amended through the date
hereof, the "ORIGINAL LOAN AGREEMENT"; the Original Loan Agreement, as amended
hereby, and as it may hereafter be further amended, modified or supplemented, is
hereinafter referred to as the "LOAN AGREEMENT");
(B) Pursuant to subsection 7.8(b) of the Original Loan Agreement,
HCRI is required to cause each newly-created Subsidiary to become a party to the
Loan Agreement and in connection therewith, the Original Borrowers desire that
each such newly-created Subsidiary designated on Exhibit 1 as an "ADDITIONAL
BORROWER" be added as a "Borrower" under the Loan Agreement;
(C) The Borrowers wish to amend the Original Loan Agreement to,
among other things, increase the Total Revolving Credit Commitment, and the
Banks and the Agent are willing to amend the Original Loan Agreement on the
terms and conditions hereinafter set forth;
(D) Each of the Banks desire to increase their respective
Revolving Credit Commitment to the amount set forth opposite their name on their
respective signature page hereto and the Borrowers desire to accept such
increased Revolving Credit Commitments;
(E) Simultaneously with the execution and delivery hereof, First
Tennessee Bank, N.A. (the "NEW BANK") has agreed to make loans to the Borrowers
in the amount set forth opposite its name on the signature page hereto and the
Borrower desires to accept the Revolving Credit Commitment of the New Bank and
to cause the New Bank to be added as a "Bank" to the Original Loan Agreement as
amended hereby, and the Agent and the Banks are agreeable to the addition of the
New Bank; and
(F) All capitalized terms used herein which are not otherwise
defined herein shall have the respective meanings ascribed thereto in the
Original Loan Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1. CHANGE IN REVOLVING CREDIT COMMITMENTS; ADDITIONAL
BORROWERS.
SECTION 1.1 REVOLVING CREDIT COMMITMENTS. From and after the
date hereof, for purposes of the Loan Agreement, the Revolving Credit Commitment
of each Bank shall be the amount set forth opposite such Bank's name on the
signature pages hereto under the caption "Revolving Credit Commitment" as such
amount may be increased or reduced pursuant to the terms of the Loan Agreement,
and such amount (if changed) shall supersede and be deemed to amend the amount
of its respective Revolving Credit Commitment as set forth opposite its name on
the signature pages to the Original Loan Agreement.
SECTION 1.2 ASSUMPTION BY ADDITIONAL BORROWERS. The Additional
Borrowers hereby: (i) agree to be a party to the Original Loan Agreement as
amended hereby; (ii) assume, on a joint and several basis with the Original
Borrowers, all of the Obligations of a "Borrower" under the Loan Agreement;
(iii) agree to be bound as a "Borrower" by all of the terms of the Loan
Agreement and to perform and discharge all of the obligations of a Borrower
contained in or arising under the terms of the Loan Agreement; and (iv) agree
that the terms "Borrower(s)" and "Loan Party(ies)" are deemed to include each of
the Additional Borrowers.
SECTION 1.3 New Bank. The New Bank agrees with the Borrowers,
the Banks and the Agent that (i) it will abide by the terms of the Original Loan
Agreement as amended hereby, and (ii) the Loan Agreement shall be binding upon,
inure to the benefit of, and be enforceable by and against it.
SECTION 1.4 ADJUSTMENT OF OUTSTANDING LOANS. If any Loans are
outstanding under the Original Loan Agreement on the date hereof, the Banks
shall on the date hereof, at the direction of the Agent, make appropriate
adjustments among themselves in order to insure that the amount (and type) of
the Loans outstanding to the Borrowers from each Bank under the Loan Agreement
(as of the date hereof) are proportionate to the aggregate amount of all of the
Revolving Credit Commitments, after giving effect to the increased amount of the
Revolving Credit Commitments of each of the Banks hereunder and to the
additional Revolving Credit Commitments of the New Bank. The Borrowers agree and
consent to the terms of this Section 1.3.
ARTICLE 2. AMENDMENTS TO ORIGINAL LOAN AGREEMENT; SECOND SUBSTITUTED
NOTES.
SECTION 2.1 The Original Loan Agreement is hereby amended as
follows:
(a) The recital appearing on page one of the Original
Loan Agreement is amended by deleting the amount "Two Hundred Twenty-Five
Million ($225,000,000) Dollars " appearing therein and substituting therefor the
amount "Two Hundred Eighty-Five Million ($285,000,000) Dollars".
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(b) The phrase "the aggregate amount set forth opposite
such Bank's name on the signature pages hereof under the caption 'Revolving
Credit Commitment'" appearing in the definition of the term "Revolving Credit
Commitment" in Article 1 shall be deemed to refer to the amount set forth
opposite each Bank's name on the signature pages hereto.
(c) The definition of "Total Revolving Credit Commitment"
appearing in Article 1 is deleted in its entirety and the following is
substituted therefor:
"'Total Revolving Credit Commitment' - the aggregate
obligation of the Banks to make Loans hereunder up to the aggregate
amount of Two Hundred Eighty-Five Million ($285,000,000) Dollars".
(d) Subsection 2.4(a) is deleted in its entirety and the
following is substituted therefor:
"(a) The Loans made by each Bank shall
be evidenced by a single joint and several promissory note of the
Borrowers in substantially the form of Exhibit A annexed to Amendment
No. 3 to Amended and Restated Loan Agreement dated as of December 19,
2003 ("AMENDMENT NO. 3") by and among the Borrowers, the Agent and the
Banks party thereto (each, a "SECOND SUBSTITUTED NOTE" and,
collectively, the "SECOND SUBSTITUTED NOTES"). Each Second Substituted
Note shall be dated the date of Amendment No. 3, shall be payable to
the order of such Bank in a principal amount equal to such Bank's
Revolving Credit Commitment as in effect on the date of Amendment No.
3, and shall otherwise be duly completed. The Second Substituted Notes
shall be payable as provided in Sections 2.1 and 2.5 hereof."
(e) Section 2.24 is deleted in its entirety and the
following is substituted therefor:
"SECTION 2.24 INCREASE IN TOTAL REVOLVING CREDIT
COMMITMENT.
(a) The Borrowers may one time from and
after effective date of Amendment No. 3, at their sole expense and
effort and after consulting with the Agent, request: (i) one or more
Banks acceptable to the Agent to increase (in the sole and absolute
discretion of each such Bank) the amount of their respective Revolving
Credit Commitments, and/or (ii) one or more other lending institutions
acceptable to the Agent (each, a "NEW LENDER") to become "Banks" and
extend Revolving Credit Commitments hereunder (each such existing Bank
and each New Lender being referred to as a "PROPOSED LENDER"). To
request an increase pursuant to this Section 2.24 (the "COMMITMENT
INCREASE"), the Borrowers shall submit to the Agent a written increase
request signed by the Borrowers and in form approved by the Agent (the
"INCREASE REQUEST"), which shall specify, as the case may be: (A) each
such existing Bank and the amount of the proposed increase to its
Revolving Credit Commitment, or (B) the proposed Revolving Credit
Commitment for each New Lender. Promptly
3
following receipt of the Increase Request, the Agent shall advise each
Proposed Lender of the details thereof.
(b) If one or more Proposed Lender(s)
shall have unconditionally agreed to such Increase Request in a writing
delivered to the Borrowers and the Agent at any time prior to the 30th
day following the date of the delivery to such Proposed Lenders(s) of
the Increase Request (each such Proposed Lender being hereinafter
referred to as an "INCREMENTAL LENDER"), then: (x) each such
Incremental Lender which shall then be an existing Bank shall have its
Revolving Credit Commitment increased by the amount set forth in the
Increase Request, and (y) each such Incremental Lender which shall then
be a New Lender shall be and become a "Bank" hereunder having a
Revolving Credit Commitment equal to the amount set forth in such
Increase Request, provided, however, that (1) immediately before and
after giving effect thereto, no Default shall or would exist, (2) each
such Incremental Lender shall have executed and delivered to the Agent
a supplement to this Agreement providing for its increased Revolving
Credit Commitment or its Revolving Credit Commitment, as applicable, in
form approved by the Agent, (3) immediately after giving effect
thereto, the aggregate amount of the Total Revolving Credit Commitment
shall not exceed $325,000,000, (4) the increase of the Total Revolving
Credit Commitment specified in the Increase Request shall be in an
aggregate amount that is an integral multiple of $1,000,000 and not
less than $5,000,000, (5) the Revolving Credit Commitment extended by
each Incremental Lender which is a New Lender shall be in a minimum
amount of $10,000,000 or an integral multiple of $1,000,000 in excess
thereof, and (6) the Commitment Increase shall not be permitted
hereunder unless consummated on or prior to January 30, 2004.
(c) Simultaneously with the Commitment
Increase under this Section 2.24, each Incremental Lender shall, to the
extent necessary, purchase from each other existing Bank, and each
other existing Bank shall sell to each Incremental Lender, in each case
at par and without representation, warranty, or recourse (in accordance
with and subject to the restrictions contained in Section 10.13), such
principal amount of Loans of such other existing Bank(s), together with
all accrued and unpaid interest thereon, as will result, after giving
effect to such transaction, in each Bank's pro rata share of Loans
outstanding being equal to such Lender's pro rata share of the Total
Revolving Credit Commitment, provided that each such assignor Bank
shall have received (to the extent of the interests, rights and
obligations assigned) payment then due and owing of the outstanding
principal amount of its Loans, accrued interest thereon, accrued fees,
commissions and all other amounts payable to it under the Loan
Documents from the applicable assignee Banks (to the extent of such
outstanding principal and accrued interest, fees and commissions) or
the Borrowers (in the case of all other amounts)."
SECTION 2.2 In order to evidence the Loans, as amended hereby,
the Borrowers shall execute and deliver to each Bank, simultaneously with the
execution and delivery hereof, a substituted promissory note payable to the
order of such Bank in substantially the form of Exhibit A annexed hereto (each a
"SECOND SUBSTITUTED NOTE" and collectively the "SECOND
4
SUBSTITUTED NOTES"). Each of the Banks shall, upon the execution and delivery by
the Borrowers of its applicable Second Substituted Note as herein provided, xxxx
the Note delivered to it in connection with the Original Loan Agreement
"Replaced by Second Substituted Note" and return it to the Borrowers.
SECTION 2.3 (a) All references in the Original Loan Agreement
or any other Loan Document to the "Revolving Credit Commitment(s)", the
"Note(s)" and the "Loan Documents" shall be deemed to refer respectively, to the
Revolving Credit Commitment(s) as amended hereby, the Second Substituted Note(s)
and the Loan Documents as defined in the Original Loan Agreement together with,
and as amended by this Amendment No. 3, the Second Substituted Notes and all
agreements, documents and instruments delivered pursuant thereto or in
connection therewith.
(b) All references in the Original Loan
Agreement and the other Loan Documents to the "Loan Agreement", and also in the
case of the Original Loan Agreement to "this Agreement", shall be deemed to
refer to the Original Loan Agreement, as amended hereby.
(c) The Original Loan Agreement and the other
Loan Documents shall each be deemed amended and supplemented hereby to the
extent necessary, if any, to give effect to the provisions of this Agreement.
ARTICLE 3. REPRESENTATIONS AND WARRANTIES.
(a) (i) The Borrowers hereby confirm, reaffirm and
restate to each of the Banks and the Agent all of the representations and
warranties set forth in Article 3 of the Original Loan Agreement as if such
representations and warranties were made as of the date hereof, except for
changes in the ordinary course of business which, either singly or in the
aggregate, would not have a Material Adverse Effect.
(ii) Schedule 3.1 to the Original Loan Agreement
is hereby amended as set forth in the Addendum to Schedule 3.1 annexed hereto.
(b) (i) The execution, delivery and performance by
each Borrower of this Amendment No. 3 and the Second Substituted Notes are
within its organizational powers and have been duly authorized by all necessary
action (corporate or otherwise) on the part of each Borrower, (ii) this
Amendment No. 3 and the Second Substituted Notes are the legal, valid and
binding obligation of each Borrower, enforceable against each Borrower in
accordance with its respective terms, and (iii) the execution, delivery and
performance by each Borrower of this Amendment No. 3 and the Second Substituted
Notes do not: (A) contravene the terms of any Borrower's organizational
documents, (B) conflict with or result in a breach or contravention of, or the
creation of any lien under, any document evidencing any contractual obligation
to which any Borrower is a party or any order, injunction, writ or decree to
which any Borrower or its property is subject, or (C) violate any requirement of
law.
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ARTICLE 4. CONDITIONS TO EFFECTIVENESS OF THIS AGREEMENT.
This Amendment No. 3 shall become effective on the date of the
fulfillment (to the satisfaction of the Agent) of the following conditions
precedent:
(a) This Amendment No. 3 shall have been executed and
delivered to the Agent by a duly authorized representative of the Borrowers, the
Agent and each Bank.
(b) The Borrowers shall have executed and delivered to
each of the Banks its Second Substituted Note.
(c) The Borrowers shall pay to the Agents (i) all fees
payable to the Banks in connection with this Amendment No. 3, and (ii) all other
fees provided for in the fee letter dated November 13, 2003.
(d) The Agent shall have received a Compliance
Certificate from the Borrowers dated the date hereof and the matters certified
therein, including, without limitation, that after giving effect to the terms
and conditions of this Amendment No. 3, no Default or Event of Default shall
exist, shall be true.
(e) The Agent shall have received copies of the
following:
(i) Copies of all action, corporate or
otherwise, taken by each of the Additional Borrowers to authorize the execution,
delivery and performance of this Amendment No. 3, the Second Substituted Notes
and the transactions contemplated hereby, certified by its Secretary;
(ii) The organizational documents of the
Additional Borrowers, certified by the Secretary of State of their respective
states of organization;
(iii) Good standing certificates as of a recent
date, with respect to each of the Additional Borrowers from the Secretary of
State of their respective states of incorporation and each state in which each
of them is qualified to do business; and
(iv) An incumbency certificate (with specimen
signatures) with respect to each of the Additional Borrowers.
(f) All legal matters incident hereto shall be
satisfactory to the Agent and its counsel.
ARTICLE 5. MISCELLANEOUS.
SECTION 5.1 ARTICLE 10 OF THE ORIGINAL LOAN AGREEMENT. The
miscellaneous provisions under Article 10 of the Original Loan Agreement,
together with the definition of all terms used therein, and all other sections
of the Original Loan Agreement to which Article 10 refers are hereby
incorporated by reference as if the provisions thereof were set forth in full
herein, except that (i) the terms "Loan Agreement" and "Note(s)" shall be deemed
to refer, respectively, to the Original Loan Agreement, as amended by this
Amendment No. 3 and the
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Second Substituted Note(s), (ii) the term "this Agreement" shall be deemed to
refer to this Amendment No. 3; and (iii) the terms "hereunder" and "hereto"
shall be deemed to refer to this Amendment No. 3.
SECTION 5.2 CONTINUED EFFECTIVENESS. Except as amended hereby,
the Original Loan Agreement and the other Loan Documents are hereby ratified and
confirmed in all respects and shall remain in full force and effect in
accordance with their respective terms.
SECTION 5.3 COUNTERPARTS. This Amendment No. 3 may be executed
by the parties hereto in one or more counterparts, each of which shall be an
original and all of which shall constitute one and the same agreement.
[SIGNATURE PAGES TO FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3
to be duly executed on the date first above written.
HEALTH CARE REIT, INC.
HCRI PENNSYLVANIA PROPERTIES, INC.
HCRI TEXAS PROPERTIES, INC.
HCRI TEXAS PROPERTIES, LTD.
BY HEALTH CARE REIT, INC.,
ITS GENERAL PARTNER
HCRI NEVADA PROPERTIES, INC.
HCRI LOUISIANA PROPERTIES, L.P.
BY HCRI SOUTHERN INVESTMENTS I, INC.,
ITS GENERAL PARTNER
HEALTH CARE REIT INTERNATIONAL, INC.
HCN ATLANTIC GP, INC.
HCN ATLANTIC LP, INC.
HCN BCC HOLDINGS, INC.
HCRI INDIANA PROPERTIES, INC.
HCRI INDIANA PROPERTIES, LLC
BY HEALTH CARE REIT, INC.,
ITS MEMBER
HCRI LIMITED HOLDINGS, INC.
HCRI MASSACHUSETTS PROPERTIES, INC.
HCRI MASSACHUSETTS PROPERTIES TRUST
BY HCRI MASSACHUSETTS PROPERTIES, INC.
ITS TRUSTEE
HCRI HOLDINGS TRUST
BY HCRI MASSACHUSETTS PROPERTIES, INC.
ITS TRUSTEE
HCRI NORTH CAROLINA PROPERTIES, LLC
BY NORTH CAROLINA PROPERTIES I, INC.
ITS MEMBER
HCRI SOUTHERN INVESTMENTS I, INC.
HCRI TENNESSEE PROPERTIES, INC.
PENNSYLVANIA BCC PROPERTIES, INC.
HCRI KENTUCKY PROPERTIES, LLC
BY HEALTH CARE REIT, INC.
ITS MEMBER
HCRI MASSACHUSETTS PROPERTIES TRUST II
BY HCRI MASSACHUSETTS PROPERTIES, INC.
ITS TRUSTEE
HCRI SATYR HILL, LLC
BY HEALTH CARE REIT, INC., AS THE MEMBER OF
HCRI MARYLAND PROPERTIES, LLC
ITS MEMBER
HCRI FRIENDSHIP, LLC
BY HEALTH CARE REIT, INC., AS THE MEMBER OF
HCRI MARYLAND PROPERTIES, LLC
ITS MEMBER
HCRI ST. XXXXXXX, LLC
BY HEALTH CARE REIT, INC., AS THE MEMBER OF
HCRI MARYLAND PROPERTIES, LLC
ITS MEMBER
[BORROWERS CONTINUED ON FOLLOWING PAGE]
8
HCRI MARYLAND PROPERTIES, LLC
BY HEALTH CARE REIT, INC.
ITS MEMBER
HCRI LAUREL, LLC
BY HEALTH CARE REIT, INC., AS THE MEMBER OF
HCRI MARYLAND PROPERTIES, LLC
ITS MEMBER
HCRI NORTH CAROLINA PROPERTIES I, INC.
HCRI NORTH CAROLINA PROPERTIES III, LIMITED PARTNERSHIP
BY HCRI NORTH CAROLINA PROPERTIES II, INC.
ITS GENERAL PARTNER
HCRI NORTH CAROLINA PROPERTIES II, INC.
HCRI WISCONSIN PROPERTIES, LLC
BY HEALTH CARE REIT, INC.
ITS MEMBER
HCRI MISSISSIPPI PROPERTIES, INC.
HCRI ILLINOIS PROPERTIES, LLC
BY HEALTH CARE REIT, INC.
ITS MEMBER
HCRI MISSOURI PROPERTIES, LLC
BY HEALTH CARE REIT, INC.
ITS MEMBER
HCRI SURGICAL PROPERTIES, LLC
BY HEALTH CARE REIT, INC.
ITS MEMBER
HCRI TUCSON PROPERTIES, INC.
HCRI INVESTMENTS, INC.
HCRI CHICAGO PROPERTIES, INC.
BY /s/ XXXXXX X. XXXXXXX
-------------------------------------------------
CHIEF EXECUTIVE OFFICER
XXXXXX X. XXXXXXX, as Chief Executive Officer of all of the
aforementioned entities, has executed this Amendment No. 3 to Amended and
Restated Loan Agreement and intending that all entities above named are bound
and are to be bound by the one signature as if he had executed this Amendment
No. 3 to Amended and Restated Loan Agreement separately for each of the above
named entities.
Health Care REIT, Inc.
Signature Page to Amendment No. 3 to Amended and Restated Loan Agreement
Dated as of December 19, 2003
REVOLVING CREDIT COMMITMENT:
$57,500,000 KEYBANK NATIONAL ASSOCIATION
(SUCCESSOR TO KEY CORPORATE CAPITAL INC.),
AS A BANK
By: /s/ F. Xxxxxx Xxxxx III
----------------------------------------
Name: F. Xxxxxx Xxxxx III
Title: Vice President
KEYBANK NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT
By: /s/ F. Xxxxxx Xxxxx III
----------------------------------------
Name: F. Xxxxxx Xxxxx III
Title: Vice President
Lending Office for Base Rate Loans
and LIBOR Loans:
KeyBank National Association
000 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxx 00000
Attention: Xxxxx X'Xxxxxx
Address for Notices:
KeyBank National Association
000 Xxxxxx Xxxxxx, XX:XX-00-00-0000
Xxxxxxxxx, Xxxx 00000
Attention: Mr. F. Xxxxxx Xxxxx III
Telecopier: (000) 000-0000
Health Care REIT, Inc.
Signature Page to Amendment No. 3 to Amended and Restated Loan Agreement
Dated as of December 19, 2003
REVOLVING CREDIT COMMITMENT:
$57,500,000 DEUTSCHE BANK TRUST COMPANY
AMERICAS
By: /s/ Xxxxxxx Xxxxxxx
----------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
Lending Office for Base Rate Loans
and LIBOR Loans:
Deutsche Bank Trust Company Americas
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxx
Vice President
Address for Notices:
Deutsche Bank Trust Company Americas
00 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: Xxxxxxx Xxxxxxx-Xxxxxxxx
Telecopier: (000) 000-0000
Health Care REIT, Inc.
Signature Page to Amendment No. 3 to Amended and Restated Loan Agreement
Dated as of December 19, 2003
REVOLVING CREDIT COMMITMENT:
$52,500,000 BANK OF AMERICA, N.A.
By: /s/ Xxxxx Xxxxxx
---------------------------------------
Name: Xxxxx Xxxxxx
Title: Principal
Lending Office for Base Rate Loans
and LIBOR Loans:
Bank of America, N.A.
0000 Xxxxxxx Xxxxxxxxx
XX0-000-00-00
Xxxxxxx, Xxxxxxxxxx 00000-00000
Ref: Credit Services, Health Care REIT
Attention: Xxxxx Xxxxxxxxxxx
Address for Notices:
Bank of America, N.A.
0000 Xxxxxxx Xxxxxxxxx
XX0-000-00-00
Xxxxxxx, Xxxxxxxxxx 00000-00000
Ref: Credit Services, Health Care REIT
Attention: Xxxxx Xxxxxxxxxxx
Telecopier: (000) 000-0000
Health Care REIT, Inc.
Signature Page to Amendment No. 3 to Amended and Restated Loan Agreement
Dated as of December 19, 2003
REVOLVING CREDIT COMMITMENT:
$35,000,000 BANK ONE, N.A.
By: /s/ Xxx X. Xxxxxx
---------------------------------------
Name: Xxx X. Xxxxxx
Title: First Vice President
Lending Office for Base Rate Loans
and LIBOR Loans:
Bank One, N.A.
600 Superior
Xxxxxxxxx, Xxxx 00000
Attention: Commercial Loan Operations
Address for Notices:
Bank One, N.A.
Commercial Banking
600 Superior
Xxxxxxxxx, Xxxx 00000
Attention: Xx. Xxx Xxxxxx
Telecopier: (000) 000-0000
Health Care REIT, Inc.
Signature Page to Amendment No. 3 to Amended and Restated Loan Agreement
Dated as of December 19, 2003
REVOLVING CREDIT COMMITMENT:
$52,500,000 UBS LOAN FINANCE LLC
By: /s/ Xxxxxxxx X'Xxxxx
--------------------------------------
Name: Xxxxxxxx X'Xxxxx
Title: Director
By: /s/ Xxxxxxx X. Saint
--------------------------------------
Name: Xxxxxxx X. Saint
Title: Associate Director
Banking Products
Services, US
Lending Office for Base Rate Loans
and LIBOR Loans:
UBS Loan Finance LLC
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxx Xxxxx
Address for Notices:
UBS Loan Finance LLC
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxx Xxxxx
Telecopier: (000) 000-0000
Health Care REIT, Inc.
Signature Page to Amendment No. 3 to Amended and Restated Loan Agreement
Dated as of December 19, 2003
REVOLVING CREDIT COMMITMENT:
$20,000,000 COMERICA BANK
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Account Officer
Lending Office for Base Rate Loans
and LIBOR Loans:
Comerica Bank
Comerica Tower at Detroit Center
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxxxxxx
Address for Notices:
Comerica Bank
Comerica Tower at Detroit Center
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxxxxxx
Telecopier: (000) 000-0000
Health Care REIT, Inc.
Signature Page to Amendment No. 3 to Amended and Restated Loan Agreement
Dated as of December 19, 2003
REVOLVING CREDIT COMMITMENT:
$10,000,000 FIRST TENNESSEE BANK, N.A.
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
Lending Office for Base Rate Loans
and LIBOR Loans:
First Tennessee Bank, N.A.
000 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Address for Notices:
First Tennessee Bank, N.A.
000 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx
Telecopier: (000) 000-0000
Health Care REIT, Inc.
Signature Page to Amendment No. 3 to Amended and Restated Loan Agreement
Dated as of December 19, 2003
EXHIBIT 1
TO AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AGREEMENT
BY AND AMONG
HEALTH CARE REIT, INC. AND CERTAIN OF ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
KEYBANK NATIONAL ASSOCIATION, AS AGENT
LIST OF BORROWERS
STATE OF
NAME OF BORROWER ORGANIZATION
---------------- ------------
Health Care REIT, Inc. Delaware
HCRI Pennsylvania Properties, Inc. Pennsylvania
HCRI Texas Properties, Inc. Delaware
HCRI Texas Properties, Ltd. Texas
HCRI Nevada Properties, Inc. Nevada
HCRI Louisiana Properties, L.P. Delaware
Health Care REIT International, Inc. Delaware
HCN Atlantic GP, Inc. Delaware
HCN Atlantic LP, Inc. Delaware
HCN BCC Holdings, Inc. Delaware
HCRI Indiana Properties, Inc. Delaware
HCRI Indiana Properties, LLC Indiana
HCRI Limited Holdings, Inc. Delaware
HCRI Massachusetts Properties Trust Massachusetts
HCRI Massachusetts Properties, Inc. Delaware
HCRI Holdings Trust Massachusetts
HCRI North Carolina Properties, LLC Delaware
HCRI Southern Investments I, Inc. Delaware
HCRI Tennessee Properties, Inc. Delaware
Pennsylvania BCC Properties, Inc. Pennsylvania
HCRI Kentucky Properties, LLC Kentucky
HCRI Massachusetts Properties Trust II Massachusetts
HCRI Satyr Hill, LLC Virginia
HCRI Friendship, LLC Virginia
HCRI St. Xxxxxxx, LLC Virginia
HCRI Maryland Properties, LLC Maryland
HCRI Laurel, LLC Maryland
HCRI North Carolina Properties I, Inc. North Carolina
HCRI North Carolina Properties III, Limited Partnership North Carolina
HCRI North Carolina Properties II, Inc. North Carolina
HCRI Wisconsin Properties, LLC Wisconsin
HCRI Mississippi Properties, Inc. Mississippi
HCRI Illinois Properties, LLC Delaware
HCRI Missouri Properties, LLC Delaware
HCRI Surgical Properties, LLC Ohio
HCRI Tucson Properties, Inc. Delaware
HCRI Investments, Inc. (*Additional Borrower) Delaware
HCRI Chicago Properties, Inc. (*Additional Borrower) Delaware
ADDENDUM TO SCHEDULE 3.1 TO
AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AGREEMENT
BY AND AMONG
HEALTH CARE REIT, INC. AND CERTAIN OF ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
KEYBANK NATIONAL ASSOCIATION, AS AGENT
STATES OF ORGANIZATION AND QUALIFICATION,
AND CAPITALIZATION OF ADDITIONAL BORROWERS
HCRI INVESTMENTS, INC.
(i) State of Organization: Delaware
(ii) Capitalization: Authorized Common Stock - 1,000 shares
Issued Common Stock - 100 shares
(iii) Business: Investments in health care facilities
(iv) States of Qualification: None
(v) Subsidiaries: None
HCRI CHICAGO PROPERTIES, INC.
(i) State of Organization: Delaware
(ii) Capitalization: Authorized Common Stock - 1,000 shares
Issued Common Stock - 100 shares
(iii) Business: Investments in health care facilities
(iv) States of Qualification: None
(v) Subsidiaries: None
EXHIBIT A
TO AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AGREEMENT
BY AND AMONG
HEALTH CARE REIT, INC. AND CERTAIN OF ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
KEYBANK NATIONAL ASSOCIATION, AS AGENT
FORM OF SECOND SUBSTITUTED NOTE
$____________ DATED: DECEMBER 19, 2003
FOR VALUE RECEIVED, each of the undersigned (collectively, the
"BORROWERS"), hereby jointly and severally promises to pay to the order of
___________________________ (the "BANK") on the Revolving Credit Commitment
Termination Date, the principal sum of _____________________ ($__________)
Dollars, or such lesser amount as shall be equal to the aggregate unpaid
principal amount of the Loans outstanding on the close of business on the
Revolving Credit Commitment Termination Date made by the Bank to the Borrowers;
and to pay interest on the unpaid principal amount of each Loan from the date
thereof at the rates per annum and for the periods set forth in or established
by the Agreement and calculated as provided therein.
All indebtedness outstanding under this Second Substituted
Note shall bear interest (computed in the same manner as interest on this Second
Substituted Note prior to the relevant due date) at the applicable Post-Default
Rate for all periods when an Event of Default has occurred and is continuing,
commencing on the occurrence of such Event of Default until such Event of
Default has been cured or waived as acknowledged in writing by the Agent, and
all of such interest shall be payable on demand.
Anything herein to the contrary notwithstanding, the
obligation of the Borrowers to make payments of interest shall be subject to the
limitation that payments of interest shall not be required to be made to the
Bank to the extent that the Bank's receipt thereof would not be permissible
under the law or laws applicable to the Bank limiting rates of interest which
may be charged or collected by the Bank. Any such payments of interest which are
not made as a result of the limitation referred to in the preceding sentence
shall be made by the Borrowers to the Bank on the earliest interest payment date
or dates on which the receipt thereof would be permissible under the laws
applicable to the Bank limiting rates of interest which may be charged or
collected by the Bank.
Payments of both principal and interest on this Second
Substituted Note are to be made to the office of KeyBank National Association,
as Agent, at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000 or such other place
as the holder hereof shall designate to the Borrowers in writing, in lawful
money of the United States of America in immediately available funds.
This Second Substituted Note is one of the Second Substituted
Notes referred to in, and is entitled to the benefits of, the Amended and
Restated Loan Agreement dated August 23, 2002, as amended by Amendment No. 1 to
Amended and Restated Loan Agreement dated of May 15, 2003 by and among the
Borrowers, the Banks signatory thereto (including the Bank) and the Agent, by
Amendment No. 2 to Amended and Restated Loan Agreement dated as of August 26,
2003 by and among the Borrowers, the Banks signatory thereto (including the
Bank) and the Agent, and by Amendment No. 3 to Amended and Restated Loan
Agreement dated as of the date hereof by and among the Borrowers, the Banks
signatory thereto (including the Bank) and the Agent (as so amended and as it
may be further amended, modified or supplemented from time to time, the
"AGREEMENT"). This Second Substituted Note supersedes and is given in
substitution for the Note dated May 15, 2003 made by the Borrowers to the order
of the Bank in the original principal amount of $___________ but does not
constitute a novation, extinguishment or termination of the obligations
evidenced thereby. Capitalized terms used but not otherwise defined herein shall
have the respective meanings ascribed thereto in the Agreement.
The Bank is hereby authorized by the Borrowers to record on
the schedule to this Second Substituted Note (or on a supplemental schedule
thereto) the amount of each Loan made by the Bank to the Borrowers and the
amount of each payment or repayment of principal of such Loans received by the
Bank, it being understood, however, that failure to make any such notation shall
not affect the rights of the Bank or the obligations of the Borrowers hereunder
in respect of this Second Substituted Note. The Bank may, at its option, record
such matters in its internal records rather than on such schedule.
Upon the occurrence of any Event of Default, the principal
amount and accrued interest on this Second Substituted Note may be declared due
and payable in the manner and with the effect provided in the Loan Agreement.
The Borrowers shall pay costs and expenses of collection,
including, without limitation, attorneys' fees and disbursements in the event
that any action, suit or proceeding is brought by the holder hereof to collect
this Second Substituted Note.
THIS SECOND SUBSTITUTED NOTE SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO ITS RULES PERTAINING TO CONFLICTS OF LAWS.
[Signatures on Following Page]
2
HEALTH CARE REIT, INC.
HCRI PENNSYLVANIA PROPERTIES, INC.
HCRI TEXAS PROPERTIES, INC.
HCRI TEXAS PROPERTIES, LTD.
BY HEALTH CARE REIT, INC.,
ITS GENERAL PARTNER
HCRI NEVADA PROPERTIES, INC.
HCRI LOUISIANA PROPERTIES, L.P.
BY HCRI SOUTHERN INVESTMENTS I, INC.,
ITS GENERAL PARTNER
HEALTH CARE REIT INTERNATIONAL, INC.
HCN ATLANTIC GP, INC.
HCN ATLANTIC LP, INC.
HCN BCC HOLDINGS, INC.
HCRI INDIANA PROPERTIES, INC.
HCRI INDIANA PROPERTIES, LLC
BY HEALTH CARE REIT, INC.,
ITS MEMBER
HCRI LIMITED HOLDINGS, INC.
HCRI MASSACHUSETTS PROPERTIES, INC.
HCRI MASSACHUSETTS PROPERTIES TRUST
BY HCRI MASSACHUSETTS PROPERTIES, INC.
ITS TRUSTEE
HCRI HOLDINGS TRUST
BY HCRI MASSACHUSETTS PROPERTIES, INC.
ITS TRUSTEE
HCRI NORTH CAROLINA PROPERTIES, LLC
BY NORTH CAROLINA PROPERTIES I, INC.
ITS MEMBER
HCRI SOUTHERN INVESTMENTS I, INC.
HCRI TENNESSEE PROPERTIES, INC.
PENNSYLVANIA BCC PROPERTIES, INC.
HCRI KENTUCKY PROPERTIES, LLC
BY HEALTH CARE REIT, INC.
ITS MEMBER
HCRI MASSACHUSETTS PROPERTIES TRUST II
BY HCRI MASSACHUSETTS PROPERTIES, INC.
ITS TRUSTEE
HCRI SATYR HILL, LLC
BY HEALTH CARE REIT, INC., AS THE MEMBER OF
HCRI MARYLAND PROPERTIES, LLC
ITS MEMBER
HCRI FRIENDSHIP, LLC
BY HEALTH CARE REIT, INC., AS THE MEMBER OF
HCRI MARYLAND PROPERTIES, LLC
ITS MEMBER
HCRI ST. XXXXXXX, LLC
BY HEALTH CARE REIT, INC., AS THE MEMBER OF
HCRI MARYLAND PROPERTIES, LLC
ITS MEMBER
[BORROWERS CONTINUED ON FOLLOWING PAGE]
3
HCRI MARYLAND PROPERTIES, LLC
BY HEALTH CARE REIT, INC.
ITS MEMBER
HCRI LAUREL, LLC
BY HEALTH CARE REIT, INC., AS THE MEMBER OF
HCRI MARYLAND PROPERTIES, LLC
ITS MEMBER
HCRI NORTH CAROLINA PROPERTIES I, INC.
HCRI NORTH CAROLINA PROPERTIES III, LIMITED PARTNERSHIP
BY HCRI NORTH CAROLINA PROPERTIES II, INC.
ITS GENERAL PARTNER
HCRI NORTH CAROLINA PROPERTIES II, INC.
HCRI WISCONSIN PROPERTIES, LLC
BY HEALTH CARE REIT, INC.
ITS MEMBER
HCRI MISSISSIPPI PROPERTIES, INC.
HCRI ILLINOIS PROPERTIES, LLC
BY HEALTH CARE REIT, INC.
ITS MEMBER
HCRI MISSOURI PROPERTIES, LLC
BY HEALTH CARE REIT, INC.
ITS MEMBER
HCRI SURGICAL PROPERTIES, LLC
BY HEALTH CARE REIT, INC.
ITS MEMBER
HCRI TUCSON PROPERTIES, INC.
HCRI INVESTMENTS, INC.
HCRI CHICAGO PROPERTIES, INC.
BY___________________________________________
CHIEF EXECUTIVE OFFICER
XXXXXX X. XXXXXXX, as Chief Executive Officer of all of the
aforementioned entities, has executed this Second Substituted Note intending
that all entities above named are bound and are to be bound by the one signature
as if he had executed this Second Substituted Note separately for each of the
above named entities.
4
SCHEDULE A
PRINCIPAL PAYMENTS
Second Substituted Note dated December 19, 2003
payable to the order of
Interest Period
(if other than a
Principal Base Rate Amount Unpaid
Amount of Loan) and of Principal Principal Notation
Date Loan Interest Rate Repaid Balance Made By
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