W I T N E S S E T H: - - - - - - - - - -
Exhibit 10.10
AMENDMENT NO. 3 TO LOAN AGREEMENT
---------------------------------
AGREEMENT, made as of the 5th day of October, 2001, 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
KEY CORPORATE CAPITAL INC., a Michigan corporation, as 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 and the Banks entered into a certain Loan
Agreement dated as of March 28, 1997 (as amended by (i) Amendment No. 1 to Loan
Agreement dated as of October 1, 1998, and (ii) Amendment No. 2 to Loan
Agreement dated as of January 29, 2001, 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 as the "LOAN
AGREEMENT");
(B) The Borrowers wish to amend the Original Loan Agreement to allow
for the incurrence of certain secured indebtedness by the Borrower(s) and the
Banks and the Agent are willing to amend the Original Loan Agreement as
hereinafter set forth; and
(C) 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. AMENDMENTS TO ORIGINAL LOAN AGREEMENT.
--------------------------------------
(a) The Original Loan Agreement is hereby amended by deleting
Schedules 7.1 and 7.2 thereof in their entirety and substituting therefor
Schedules 7.1 and 7.2 annexed hereto.
(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 2. REPRESENTATIONS AND WARRANTIES.
-------------------------------
(a) 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.
(b) (i) The execution, delivery and performance by each
Borrower of this Amendment No. 3 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 is 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 does 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.
ARTICLE 3. MISCELLANEOUS.
-------------
SECTION 3.1 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 term "Loan Agreement" shall be deemed to refer to
the Original Loan Agreement, as amended hereby, (ii) the term "this Agreement"
shall be deemed to refer to this Agreement; and (iii) the terms "hereunder" and
"hereto" shall be deemed to refer to this Agreement.
SECTION 3.2 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 3.3 COUNTERPARTS. This Agreement 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]
2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date first above written.
HEALTH CARE REIT, INC.
HCRI PENNSYLVANIA PROPERTIES, INC.
HCRI OVERLOOK GREEN, 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 HEALTH CARE REIT, INC.
ITS MEMBER
HCRI SOUTHERN INVESTMENTS I, INC.
HCRI TENNESSEE PROPERTIES, INC.
PENNSYLVANIA BCC PROPERTIES, INC.
By /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Title
XXXXXX X. XXXXXXX, as Chief Executive Officer of all of the
aforementioned entities, has executed this Amendment No. 3 to 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 Loan Agreement
separately for each of the above named entities.
KEY CORPORATE CAPITAL INC.,
AS AGENT AND AS A BANK
BY
------------------------------------
TITLE
Lending Office for Base Rate Loans and
LIBOR Loans:
Key Corporate Capital Inc.
000 Xxxxxx Xxxxxx, XX:XX-00-00-0000
Xxxxxxxxx, Xxxx 00000
Attention: Healthcare Administrative
Assistant
Address for Notices:
Key Corporate Capital Inc.
000 Xxxxxx Xxxxxx, XX:XX-00-00-0000
Xxxxxxxxx, Xxxx 00000
Attention: Xx. Xxxxxx Xxxx
Telecopier: (000) 000-0000
Health Care REIT, Inc.
Signature Page to Amendment No. 3 to Loan Agreement
FLEET NATIONAL BANK
AS SYNDICATION AGENT AND AS A BANK
BY /S/ XXXXXXXXX XXXXXXX
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TITLE
Lending Office for Base Rate Loans and
LIBOR Loans:
Fleet National Bank
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxxxxx X. Xxxxxxx
Address for Notices:
Fleet National Bank
1185 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxxxxx X. Xxxxxxx
Telecopier: (000) 000-0000
Health Care REIT, Inc.
Signature Page to Amendment No. 3 to Loan Agreement
XXXXXX TRUST AND SAVINGS BANK
BY /S/ XXXXXX XXXXXXX
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TITLE
Lending Office for Base Rate Loans and
LIBOR Loans:
Xxxxxx Trust and Savings Bank
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx XxXxxxx
Address for Notices:
Xxxxxx Trust and Savings Bank
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx XxXxxxx
Telecopier: (000) 000-0000
Health Care REIT, Inc.
Signature Page to Amendment No. 3 to Loan Agreement
COMERICA BANK
BY /S/ XXXXXXX X. XXXXXXX
------------------------------------
TITLE
Lending Office for Base Rate Loans and
LIBOR Loans:
Comerica Bank
Comerica Tower at Detroit Center
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxx
Address for Notices:
Comerica Bank
Comerica Tower at Detroit Center
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxx
Telecopier: (000) 000-0000
Health Care REIT, Inc.
Signature Page to Amendment No. 3 to Loan Agreement
BANK OF AMERICA
BY /S/ XXXXXXX XXXX
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TITLE
Lending Office for Base Rate Loans and
LIBOR Loans:
Bank of America
000 Xxxxx X. Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Xxxxxxx Xxxx
Address for Notices:
Bank of America
000 Xxxxx X. Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Xxxxxxx Xxxx
Telecopier: (000) 000-0000
Health Care REIT, Inc.
Signature Page to Amendment No. 3 to Loan Agreement
BANK ONE, N.A.
BY /S/ XXX X. XXXXXX
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TITLE
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 Loan Agreement
NATIONAL CITY BANK
BY /S/ XXXXXXX X. BOX
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TITLE
Lending Office for Base Rate Loans and
LIBOR Loans:
National City Bank
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxx 00000
Attention: Xx. Xxxxxxx Box
Address for Notices:
National City Bank
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxx 00000
Attention: Xx. Xxxxxxx Box
Telecopier: (000) 000-0000
Health Care REIT, Inc.
Signature Page to Amendment No. 3 to Loan Agreement
MANUFACTURERS AND TRADERS TRUST COMPANY
BY /S/ C. XXXXXXX XXXXXXXXX
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TITLE
Lending Office for Base Rate Loans and
LIBOR Loans:
M & T Center
Xxx Xxxxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxx, Xxx Xxxx 00000-0000
Attention: Mr. C. Xxxxxxx Xxxxxxxxx
Address for Notices:
M & T Center
Xxx Xxxxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxx, Xxx Xxxx 00000-0000
Attention: Xx. Xxxxxxx Xxxxxxxxx
Telecopier: (000) 000-0000
Health Care REIT, Inc.
Signature Page to Amendment No. 3 to Loan Agreement
KBC N.V.
BY /S/ XXXXXXX XXX XXXXXX
------------------------------------
TITLE
BY /S/ XXXXXX XXXXXXXX
------------------------------------
TITLE
Lending Office for Base Rate Loans and
LIBOR Loans:
KBC N.V.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx XxXxxxxx
Address for Notices:
KBC N.V.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx XxXxxxxx
Telecopier: (000) 000-0000
Health Care REIT, Inc.
Signature Page to Amendment No. 3 to Loan Agreement
EXHIBIT 1
TO AMENDMENT NO. 3 TO LOAN AGREEMENT
BY AND AMONG
HEALTH CARE REIT, INC.
AND ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
KEY CORPORATE CAPITAL INC., AS AGENT
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LIST OF BORROWERS
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NAME OF BORROWER STATE OF ORGANIZATION
---------------- ---------------------
Health Care REIT, Inc. Delaware
HCRI Pennsylvania Properties, Inc. Pennsylvania
HCRI Overlook Green, Inc. Pennsylvania
HCRI Texas Properties, Inc. Delaware
HCRI Texas Properties, Ltd. Texas
HCRI Louisiana Properties, L.P. Delaware
Health Care REIT International, Inc.. Delaware
HCN Atlantic GP, Inc. Delaware
HCN Atlantic LP, Inc. Delaware
HCRI Nevada Properties, Inc. Nevada
HCN BCC Holdings, Inc. Delaware
HCRI Holdings Trust Massachusetts
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 North Carolina Properties, LLC Delaware
HCRI Southern Investments I, Inc. Delaware
HCRI Tennessee Properties, Inc. Delaware
Pennsylvania BCC Properties, Inc. Pennsylvania
SCHEDULE 7.1
TO LOAN AGREEMENT
BY AND AMONG
HEALTH CARE REIT, INC.
AND ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
KEY CORPORATE CAPITAL INC., AS AGENT
------------------------------------
PERMITTED INDEBTEDNESS
----------------------
I. LINES OF CREDIT
---------------
Total
Available
---------
Key/Fleet Revolving Line of Credit $150,000,000
Capital Bank, NA 25,000,000
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$175,000,000
II. EXISTING SECURED DEBT
---------------------
Investment Amount of
Operator Facility Balance Liens/Indebtedness
-------- -------- ------- ------------------
Various (Bank United pool) Various $142,791,154 $ 60,000,000
Southern Assisted Living, Inc. Bluffton, SC 5,634,679 4,000,000
Horizon Healthcare Corp. San Antonio, TX 866,452 866,452
------------
$ 64,866,452
III. EXISTING OTHER UNSECURED DEBT
-----------------------------
1993 Series Senior Notes $ 15,000,000
1996 Series Senior Notes 30,000,000
1997 Series Senior Notes 60,000,000
1998 Series Senior Notes 100,000,000
1999 Series Senior Notes 50,000,000
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$255,000,000
IV. EXISTING CONTINGENT OBLIGATIONS
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Operator Facility Amount of Guaranty
-------- -------- ------------------
Kingston Health Care Naperville, IL $ 4,055,000
Village Management Rockford, IL 4,390,000
ASA Development Tucson, AZ 3,500,000
------------
$ 11,945,000
V. PROPOSED SECURED DEBT*
----------------------
Investment Amount of
Operator Facility Balance Liens/Indebtedness
-------- -------- ------- ------------------
Harborside Healthcare Corporation Beachwood, OH $58,017,500 $45,517,500
Westlake, OH
Broadview, OH
* This Indebtedness shall not be included in calculating the ten percent (10%)
limitation referred to in subsection 7.1(f) of the Loan Agreement
SCHEDULE 7.2
TO LOAN AGREEMENT
BY AND AMONG
HEALTH CARE REIT, INC.
AND ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
KEY CORPORATE CAPITAL INC., AS AGENT
PERMITTED SECURITY INTERESTS, LIENS AND ENCUMBRANCES
EXISTING LIENS
--------------
Investment Amount of
Operator Facility Balance Liens/Indebtedness
-------- -------- ------- ------------------
Various (Bank United pool) Various $142,791,154 $60,000,000
Southern Assisted Living, Inc. Bluffton, SC 5,634,679 4,000,000
Horizon Healthcare Corp. San Antonio, TX 866,452 866,452
-----------
$64,866,452
Investment Amount of
Operator Facility Balance Liens/Indebtedness
-------- -------- ------- ------------------
Harborside Healthcare Corporation Beachwood, OH $58,017,500 $45,517,500
Westlake, OH
Broadview, OH
TOTAL EXISTING AND PROPOSED LIENS: $110,383,952
