October 21, 1996
Kleinwort Xxxxxx Limited, as Agent
Xxxxx Fargo Bank, National Association,
as Administrative Agent
NatWest Bank N.A., as Co-Agent
c/o Kleinwort Xxxxxx Limited
00 Xxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
XXXXXXX
Re: Third Amended and Restated Revolving Loan Agreement
Ladies and Gentlemen:
As you have been advised, Health and Retirement Properties Trust
("HRP"), the Borrower under the Third Amended and Restated Revolving Loan
Agreement, dated as of March 15, 1996 (the "Loan Agreement"), issued
US$240,000,000 aggregate principal amount of convertible subordinated debentures
on October 7, 1996. The Debentures consisted of three series: US$70,000,000
aggregate principal amount of 7.5% Convertible Subordinated Debentures due 2003,
Series A (the "Series A Debentures"); US$130,000,000 aggregate principal amount
of 7.5% Convertible Subordinated Debentures due 2003, Series B (the "Series B
Debentures"), and US$40,000,000 aggregate principal of 7.25% Convertible
Subordinated Debentures, due 2001 (the "7.25% Debentures"). The Debentures are
subordinate to debt of HRP incurred under the Loan Agreement.
The Series A Debentures mature on October 1, 2003 and the 7.25%
Debentures mature on October 1, 2001, which in each case is more than three
months after the Termination Date (as defined in the Loan Agreement), and
neither such series of Debentures provides for required principal payments prior
to maturity (other than by reason of an acceleration following default).
The Series B Debentures were offered and sold outside of the United
States pursuant to the provisions of Regulation S under the Securities Act of
1933, as amended. The Series B Debentures mature on October 1, 2003, which is
more than three months after the Termination Date, and do not provide for
required principal payments prior to maturity (other than by reason of an
acceleration following default), except as follows: As is customary for debt
offerings of this type in offshore transactions, the terms of the Series B
Debentures provide that if (a) HRP
Kleinwort Xxxxxx Limited, as Agent
Xxxxx Fargo Bank, National Association,
as Administrative Agent
NatWest Bank N.A., as Co-Agent
October 21, 1996
Page 2
determines that the payment of principal of, premium, if any, or interest on
Series B Debentures in bearer form ("Bearer Debentures") or related coupons
outside of the United States would under any United States law or regulation be
subject to a certification, identification or information reporting requirements
with regard to the nationality, residence or identity of the beneficial owner of
Bearer Debentures or coupons who is a United States alien (other than such a
requirement (i) that would not be applicable to a payment make by the Company or
its paying agent (A) directly to the beneficial owner or (B) to any custodian,
nominee or other agent of the beneficial owner, or (ii) that can be satisfied by
the custodian, nominee or other agent certifying that the beneficial owner is a
United States alien, provided in the cases referred to in clauses (i)(B) and
(ii) that payment to such a custodian, nominee or other agent is not otherwise
subject to such requirement), and (b) either (i) the certification,
identification or information reporting requirement cannot be fully satisfied by
the payment of United States withholding, backup withholding or similar taxes or
(ii) the Company has not agreed to pay additional amounts that are necessary to
"gross up" payments on the Bearer Debentures for such United States withholding,
backup withholding or similar taxes, then HRP may be required to redeem the
Bearer Debentures, in whole and not in part, at 100% of their principal amount,
plus accrued and unpaid interest, less applicable withholding taxes plus any
applicable additional payments (the "Contingent Tax Redemption").
As discussed with the Agent, HRP requests that for purposes of Section
6.8(b) of the Loan Agreement, "the earliest date for any payment of principal or
other settlement" of the Series B Debentures be deemed to be their October 1,
2003 maturity date, notwithstanding the Contingent Tax Redemption.
HRP would appreciate your confirmation of its understanding as set
forth above. Such confirmation will be considered by HRP to be effective as a
written consent given pursuant to Section 10.6 of the Loan Agreement and, as
such, will be considered to be effective when executed, in one or more
counterparts, by the Majority Lenders and the Agent.
Very truly yours,
HEALTH AND RETIREMENT PROPERTIES
TRUST
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Managing Trustee
Kleinwort Xxxxxx Limited, as Agent
Xxxxx Fargo Bank, National Association,
as Administrative Agent
NatWest Bank N.A., as Co-Agent
October 21, 1996
Page 3
THE FOREGOING IS HEREBY CONFIRMED.
KLEINWORT XXXXXX LIMITED, as Agent and
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Director
XXXXX FARGO BANK, NATIONAL
ASSOCIATION
By:
Name:
Title:
FLEET BANK, N.A. (formerly Natwest Bank N.A.)
By: /s/ X. Xxxxxxxxx Xxxxx
Name: X. Xxxxxxxxx Xxxxx
Title: Vice President
FLEET NATIONAL BANK (successor to Fleet Bank
of Massachusetts)
By: /s/ Xxxxxx Xxxxxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxxxxx
Title: Vice President
Kleinwort Xxxxxx Limited, as Agent
Xxxxx Fargo Bank, National Association,
as Administrative Agent
NatWest Bank N.A., as Co-Agent
October 21, 1996
Page 4
THE SUMITOMO BANK, LIMITED
Chicago Branch
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President and Manager
By: /s/ Xxxxxx XxXxxxxx
Name: Xxxxxx XxXxxxxx
Title: Vice President
MITSUI LEASING (USA) INC.
By: /s/ Xxxxxxxxx Xxxxxx
Name: Xxxxxxxxx Xxxxxx
Title: Senior Vice President
BANK HAPOALIM B.M.
By:
Name:
Title:
By:
Name:
Title:
Kleinwort Xxxxxx Limited, as Agent
Xxxxx Fargo Bank, National Association,
as Administrative Agent
NatWest Bank N.A., as Co-Agent
October 21, 1996
Page 5
DRESDNER BANK AG, New York Branch
and Grand Cayman Branch
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
By: /s/ X. X. Xxxxxxxx
Name: X. X. Xxxxxxxx
Title: Vice President
CREDIT LYONNAIS Cayman Island
Branch
By: /s/ Farboud Tavangar
Name: Farboud Tavangar
Title: Authorized Signature
BANK OF MONTREAL
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Director
XXXXX NATIONAL BANK
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
Kleinwort Xxxxxx Limited, as Agent
Xxxxx Fargo Bank, National Association,
as Administrative Agent
NatWest Bank N.A., as Co-Agent
October 21, 1996
Page 6
VIA BANQUE
By: /s/ Xxxxxxxx Prot
Name: Xxxxxxxx Prot
Title: Sous Directeur
By: /s/ X. Xxxxxxx
Name: X. Xxxxxxx
Title: Directeur
DG BANK
Deutsche Genossenschafts Bank
By: /s/ Xxxxx X. X'Xxxxxxx
Name: Xxxxx X. X'Xxxxxxx
Title: Vice President
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Senior Vice President
KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
