EXHIBIT 10.1
CREDIT AGREEMENT
This Credit Agreement (the "Agreement") is entered into as of the 31st day
of May 2005, by and between HEALTH CARE REIT, INC., A DELAWARE CORPORATION
("HCN"), and each of the entities listed on Schedule I attached hereto (HCN and
such other entities may hereinafter be referred to collectively as "Borrowers"),
and FIFTH THIRD BANK, an Ohio banking corporation ("Bank").
Section 1. Definitions.
All financial terms used in the Agreement but not defined in the Loan
Documents (as defined below) have the meanings given to them by generally
accepted accounting principles ("GAAP"). All other undefined terms have the
meanings given to them in the Ohio Uniform Commercial Code.
Section 2. Loan(s).
2.01 Revolving Credit Loan.
(a) Subject to the terms and conditions hereof, Bank hereby
extends to Borrowers a line of credit facility (the "Facility" or the "Loan")
under which Bank may make loans (the "Revolving Loans") to Borrowers at
Borrowers' requests from time to time during the term of this Agreement. Bank
will have discretion at all times as to whether or not to make any Revolving
Loan if there is any Event of Default (as defined below). Borrower may borrow,
prepay, and reborrow under the Facility, provided that the principal amount of
all Revolving Loans outstanding at any one time under the Facility will not
exceed the foregoing limits or those limits specified in the Revolving Note. If
the amount of the Revolving Loans outstanding at any time under the Facility
exceeds the limits set forth above or in the Revolving Note, Borrower will
immediately pay the amount of such excess to Bank in certified funds. Bank has
agreed to make this Loan upon the terms and subject to the conditions of this
Agreement and all documents executed pursuant to or in connection with this
Agreement (all such documents and this Agreement will be called "Loan
Documents").
(b) Borrowers may request a Revolving Loan by written or telephone
notice to Bank. Bank will make a Revolving Loan by crediting the amount thereof
to Borrowers' account at Bank. Loan proceeds will be used for working capital
and general corporate purposes, including acquisitions and the
repayment/refinancing of other indebtedness.
(c) On the date hereof, Borrowers will duly issue and deliver to
Bank a revolving note (the "Revolving Note" or "Note") in the principal amount
of Forty Million and 00/100 Dollars ($40,000,000.00) bearing interest as
specified in Section 2.02.
(d) The term of the Facility will expire on May 31, 2006 and the
Revolving Note will become payable in full on that date.
2.02 Interest on Revolving Loans. The principal amounts outstanding
hereunder shall bear interest commencing on the date of the first advance
hereunder at the rate or rates per annum set forth below which shall be
designated by Borrowers as more fully set forth herein. At any time, from time
to time, during the term of the Note, so long as no Event of Default exists and
so long as such Borrowings (as defined in the Note) are not then subject to an
Interest Rate Election (as defined below), Borrowers may notify Bank that they
wish to exercise their right to adjust the rate of interest accruing on some or
all amounts of principal outstanding under the Note (in a minimum amount of
$500,000) to one of the rates set
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forth below, however, once the rate of interest accruing against any amounts
outstanding hereunder is adjusted to one of the following interest rates during
an interest period, Borrowers may not elect to adjust such interest rate to a
different interest rate until the expiration of such interest period:
(a) LIBOR Rate. Upon telephonic notice by a Borrower to Bank,
Borrower may elect to have all or any portion of the Borrowings in a minimum
amount of $500,000 per election bear interest at the per annum rate equal to one
hundred thirty (130) basis points in excess of the LIBOR Rate (as defined below)
(a "LIBOR Rate Election"). Such notice shall inform Bank of the amount of
Borrowings to be subject to the LIBOR Rate Election, the LIBOR Interest Period
(as defined below) and the Effective Date (as defined below) of the LIBOR
Interest Period.
Borrowers' right to make a LIBOR Rate Election shall be
terminated automatically if Bank, by telephonic notice, shall notify Borrowers
that LIBOR deposits with a maturity corresponding to the maturity of the LIBOR
Interest Period, in an amount equal to the Borrowings to be subject to the LIBOR
Rate Election are not readily available in the London Inter-Bank Offered Rate
Market, or that, by reason of circumstances affecting such market, adequate and
reasonable methods do not exist for ascertaining the interest rate applicable to
such deposits for the proposed LIBOR Interest Period.
In addition, notwithstanding anything herein contained to the
contrary, if, prior to or during any period with respect to which a LIBOR Rate
is in effect, any change in any law, regulation or official directive, or in the
interpretation thereof, by any governmental body charged with the administration
thereof, shall make it unlawful for the Bank to fund or maintain its funding in
Eurodollars of any portion of the Borrowings subject to the LIBOR Rate or
otherwise to give effect to Bank's obligations as contemplated hereby, (i) Bank
may by written notice to Borrowers, declare Bank's obligations in respect of the
LIBOR Rate to be terminated forthwith, and (ii) the LIBOR Rate with respect to
Bank shall forthwith cease to be in effect, and interest shall from and after
such date be calculated at the Prime Rate, unless Borrowers shall thereafter
make one or more other Interest Rate Elections.
(b) Prime Rate. Upon telephonic notice by a Borrower to Bank prior
to or on the Effective Date, Borrowers may elect to have all or part of the
Borrowings (provided such Borrowings are not then subject to an Interest Rate
Election) bear interest at the per annum rate equal to the Prime Rate (as
defined below) (a "Prime Rate Election"). Such telephonic notice shall inform
Bank of the amount of the Borrowings to be subject to the Prime Rate Election,
the Prime Rate Interest Period (as defined below) and the Effective Date for the
Prime Rate Interest Period.
If at any time during the term hereof, (i) the outstanding
principal hereunder is less than $500,000, or (ii) Borrowers fail to designate
one of the interest rates set forth above or at any time after Borrowers have
elected to adjust the interest rate accruing on any principal outstanding
hereunder to a rate other than the fixed rate set forth above, at the expiration
of any interest period, if Borrowers have not made another Interest Rate
Election hereunder, then in either such event, such outstanding amounts of
principal will accrue interest at a rate of interest equal to the Prime Rate.
(c) Minimum Borrowing Amounts and Prepayment. Each Borrowing
subject to an Interest Rate Election that is advanced, continued or converted
shall be in an amount equal to $500,000 or such greater amount which is an
integral multiple of $100,000. The Borrowers may prepay without premium or
penalty and in whole or in part any Borrowing subject to a LIBOR Rate Election
at any time upon three (3) business days prior notice by the Borrowers to the
Bank or, in the case of a Borrowing subject to a Prime Rate Election, notice
delivered by the Borrowers to the Bank no later than 2:00 p.m. (Toledo time) on
the date of prepayment, such prepayment to be made by the payment of the
principal amount to be prepaid and, in the case of any Borrowing subject to a
LIBOR Rate Election, accrued
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interest thereon to the date fixed for prepayment; provided, however, the
Borrowers may not partially repay a Borrowing (i) if such Borrowing is subject
to a Prime Rate Election, in a principal amount less than $500,000, (ii) if such
Borrowing is subject to a LIBOR Rate Election, in a principal amount not less
than $500,000 or any amount in excess thereof that is not an integral multiple
of $100,000, and (iii) in each case, unless it is in an amount such that the
minimum amount required for a Borrowing pursuant to Section 2.02 remains
outstanding. Any amount of Loans paid or prepaid before May 31, 2006 may,
subject to the terms and conditions of this Agreement, be borrowed, repaid and
borrowed again.
(d) Defined Terms. As used herein, the following terms will have
the meanings set forth below:
(i) "Effective Date" means the date on which a LIBOR Rate
Election or Prime Rate Election will begin.
(ii) "Interest Rate Election" means a LIBOR Rate Election, or
a Prime Rate Election, or any one or more of the foregoing.
(iii) "LIBOR Interest Period" means, with respect to a
Borrowing elected to accrue interest at the LIBOR Rate, a period of 30, 60 or 90
days commencing on a business day selected by the Borrowers pursuant to this
Agreement. Such LIBOR Interest Period shall end on the day in the succeeding
calendar month which corresponds numerically to the beginning day of such LIBOR
Interest Period, provided, however, that if there is no such numerically
corresponding day in such succeeding month, such LIBOR Interest Period shall end
on the last business day of such succeeding month. If a LIBOR Interest Period
would otherwise end on a day which is not a business day, such LIBOR Interest
period shall end on the next succeeding business day, provided, however, that if
said next succeeding business day falls in a new month, such LIBOR Interest
Period shall end on the immediately preceding business day.
(iv) "LIBOR Rate" means the rate (adjusted for reserves if
Bank is required to maintain reserves with respect to relevant advances) being
asked on an amount of Eurodollar deposits equal to the amount of Borrowings
subject to a LIBOR Rate on the first day of a LIBOR Interest Period and which
has a maturity corresponding to the maturity of the LIBOR Interest Period, as
reported by the TELERATE rate reporting system (or any successor) as determined
by the Bank by noon on the Effective Date of the LIBOR Interest Period. Each
determination by Bank of the LIBOR Rate shall be conclusive in the absence of
manifest error.
(v) "Prime Rate" means the rate established by Bank from
time to time as its Prime Rate based upon its considerations of various factors
and is not necessarily Bank's most favored interest rate.
(vi) "Prime Rate Interest Period" means any period with
respect to which the Borrowers make a Prime Rate Election or the Borrowers have
made an Interest Rate Election which has expired and the Borrowers have failed
to make an alternate Interest Rate Election. If a Prime Rate Interest Period
would otherwise end on a day which is not a business day, such Prime Rate
Interest Period shall end on the next succeeding business day.
2.03 Statements. After the end of each quarter, Bank will render to
Borrowers a statement on each of Borrowers' loan accounts with Bank hereunder,
which statement will be considered correct and will be conclusively binding upon
Borrowers unless Borrowers notify Bank in writing of any discrepancy within
thirty (30) days from the date of such statement.
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Section 3. Representations And Warranties.
3.01 Incorporation by Reference. The provisions of the following sections
(including the contents of the related schedules and exhibits) of the Existing
or Replacement Agreement (as defined below) are incorporated herein by reference
in their entirety as in effect on the date hereof, or as any replacement
agreement may be in effect after the date hereof, after giving effect to any
terminations, further amendments and/or waivers after the date hereof, or the
payment in full of the amounts subject thereto, with (a) the defined terms used
therein and the definitions of such terms being construed in accordance with
this Agreement, and (b) section references therein being deemed to be references
to sections of the Existing or Replacement Agreement as incorporated by
reference herein: Section 3.1 through and including Section 3.17. The Borrowers
hereby represent and warrant to the Bank the sections of the Existing or
Replacement Agreement incorporated herein by this Section 3.01 for the benefit
of the Bank as if such sections were set forth directly in this Agreement. With
regard to Section 3.12 incorporated herein, the reference to "Section 2.8
hereof" shall be deemed to be a reference to Section 2.01(b) of this Agreement.
3.02 Existing or Replacement Agreement. "Existing or Replacement
Agreement" means that certain Amended and Restated Loan Agreement by and among
HCN, its subsidiaries party thereto, the banks signatory thereto, KeyBank
National Association, as Administrative Agent, Deutsche Bank Securities Inc., as
Syndication Agent and UBS Securities LLC, as Documentation Agent, dated August
23, 2002, as amended by that certain Amendment No. 1 to Amended and Restated
Loan Agreement dated May 15, 2003, as amended by that certain Amendment No. 2 to
Amended and Restated Loan Agreement dated August 26, 2003, as amended by that
certain Amendment No. 3 to Amended and Restated Loan Agreement dated December
19, 2003, as supplemented by that certain Supplement to Amended and Restated
Loan Agreement dated January 30, 2004, and as such agreement, as amended, is in
effect on the date hereof or may be amended hereafter, or as any replacement
agreement may be in effect after the date hereof, after giving effect to any
terminations, further amendments and/or waivers after the date hereof or the
payment in full of the amounts subject thereto. HCN agrees to promptly provide
to Bank a copy of any and all such amendments and replacement agreements.
Section 4. Covenants.
4.01 Incorporation by Reference. The provisions of the following articles
and sections (including the contents of the related schedules and exhibits) of
the Existing or Replacement Agreement are incorporated herein by reference in
their entirety as in effect on the date hereof, after giving effect to any
terminations, amendments, replacements or waivers thereof after the date hereof,
or the payment in full of the amounts subject thereto, with (a) the defined
terms used therein and the definitions of such terms being construed in
accordance with this Agreement, and (b) section references therein being deemed
to be references to sections of the Existing or Replacement Agreement as
incorporated by reference herein: Article 5 (including Section 5.1 through and
including Section 5.13), Article 6 (including Section 6.1 through and including
Section 6.14) and Article 7 (including Section 7.1 through and including Section
7.16). The Borrowers hereby covenant and agree to observe, perform and comply
with the articles and sections of the Existing or Replacement Agreement
incorporated herein by this Section 4.01 for the benefit of the Bank as if such
articles and sections were set forth directly in this Agreement.
Section 5. Events of Default and Remedies.
5.01 Events of Default. Any one or more of the events set forth in
Article 8 of the Existing or Replacement Agreement shall constitute an "Event of
Default" hereunder.
5.02 Remedies. Except as otherwise provided in Article 8 of the Existing
or Replacement
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Agreement, if any Event of Default will occur, Bank may by written notice to the
Borrowers cease advancing money hereunder, and/or declare all obligations to be
due and payable forthwith, whereupon they will forthwith become due and payable
without further presentment, demand, protest, or notice of any kind, all of
which are hereby expressly waived by Borrower; provided, however, that no such
written notice to the Borrowers shall be required when any Event of Default
described in Section 8.6 of the Existing or Replacement Agreement has occurred
and is continuing.
5.03 Setoff. If any Event of Default will occur, Bank is authorized,
without advance notice but otherwise with notice to Borrowers, to offset and
apply to all or any part of the Note all moneys, credits and other property of
any nature whatsoever of Borrowers now or at any time hereafter in the
possession of, in transit to or from, under the control or custody of, or on
deposit with (whether held by the Borrowers individually or jointly with another
party), Bank, including but not limited to certificates of deposit.
5.04 Default Rate. While any Event of Default exists, the Borrowers shall
pay interest (after as well as before entry of judgment thereon to the extent
permitted by law) on the principal amount of all Loans owing by it at a rate per
annum equal to:
(i) for any Borrowing subject to a Prime Rate Election, the sum of
2.0% per annum plus the Prime Rate; and
(ii) for any Borrowing subject to a LIBOR Rate Election, the sum of
4.0% per annum plus the LIBOR Rate in effect thereon at the time of such
default until the end of the interest period applicable thereto and,
thereafter, at a rate per annum equal to the sum of 2.0% plus the Prime
Rate;
provided, however, that in the absence of acceleration, any adjustments pursuant
to this section shall be made at the election of the Bank, with written notice
to the Borrowers. While any Event of Default exists or after acceleration,
interest shall be paid on demand of the Bank. This provision does not constitute
a waiver of any Event of Default or an agreement by Bank to permit any late
payments whatsoever.
5.05 No Remedy Exclusive. No remedy set forth herein is exclusive of any
other available remedy or remedies, but each is cumulative and in addition to
every other remedy available under this Agreement, the Loan Documents or as may
be now or hereafter existing at law, in equity or by statute.
5.06 Effect of Termination. The termination of this Agreement will not
affect any rights of either party or any obligation of either party to the
other, arising prior to the effective date of such termination, and the
provisions hereof shall continue to be fully operative until all transactions
entered into, rights created or obligations incurred prior to such termination
have been fully disposed of, concluded or liquidated.
Section 6. Conditions Precedent.
6.01 Conditions to Loan. Bank will have no obligation to make or advance
any Loan until Borrowers have delivered to Bank at or before the closing date,
in form and substance satisfactory to Bank:
(a) An executed Revolving Note of even date herewith.
(b) A corporate resolution of HCN.
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(c) An executed copy of this Agreement.
(d) Such additional information and materials as Bank may
reasonably request.
6.02 Conditions to Each Loan. On the date of any Loan under the Revolving
Note, the following statements will be true:
(a) All of the representations and warranties contained herein and
in the Loan Documents will be correct in all material respects as though made on
such date.
(b) No event will have occurred and be continuing, or would result
from such Loan, which constitutes an Event of Default, or would constitute an
Event of Default but for the requirement that notice be given or lapse of time
or both.
(c) The aggregate unpaid principal amount of the Revolving Loans
after giving effect to such Revolving Loans will not violate the lending limits
set forth in Section 2.01 of this Agreement.
The acceptance by Borrowers of the proceeds of each Loan will be
deemed to constitute a representation and warranty by Borrowers that the
conditions in Section 6.02 of this Agreement, other than those that have been
waived in writing by Bank, have been satisfied.
Section 7. Miscellaneous Provisions.
7.01 Miscellaneous. This Agreement, the exhibits and the other Loan
Documents are the complete agreement of the parties hereto and supersede all
previous understandings relating to the subject matter hereof. This Agreement
may be amended only in writing signed by the party against whom enforcement of
this amendment is sought. This Agreement may be executed in counterparts. If any
part of this Agreement is held invalid, the remainder of this Agreement will not
be affected thereby. This Agreement is and is intended to be a continuing
agreement and will remain in full force and effect until the Loans are finally
and irrevocably paid in full.
7.02 Waiver by Borrowers. Borrowers waive notice of non-payment, demand,
presentment, protest or notice of protest, and all other notices (except those
notices specifically provided for in this Agreement or other Loan Documents);
consents to any renewals or extensions of time of payment thereof; and generally
waives any all suretyship defenses and defenses in the nature thereof.
7.03 Binding Effect. This Agreement will be binding upon and inure to the
benefit of the respective legal representatives, successors and assigns of the
parties hereto; however, Borrowers may not assign any of its rights or delegate
any of its obligations hereunder. Bank (and any subsequent assignee) may
transfer and assign this Agreement or may assign partial interests or
participation in the Loans to other persons. Bank may disclose to all
prospective and actual assignees and participants all financial, business and
other information about Borrowers which Bank may possess at any time.
7.04 Survival. All representations, warranties, covenants and agreements
made by Borrowers herein and in the Loan Documents will survive the execution
and delivery of this Agreement, the Loan Documents and the issuance of the Note.
7.05 Delay or Omission. No delay or omission on the part of Bank in
exercising any right, remedy or power arising from any Event of Default will
impair any such right, remedy or power or be
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considered a waiver of any right, remedy or power or any Event of Default; and
the action or omission to act by Bank upon the occurrence of any Event of
Default will not impair any right, remedy or power arising as a result thereof
or affect any subsequent Event of Default of the same or different nature.
7.06 Notices. Any notices under or pursuant to this Agreement will be
deemed duly sent when delivered in hand or when mailed by registered or
certified mail, return receipt requested, addressed as follows:
To Borrowers: Health Care REIT, Inc.
Xxx XxxXxxx, Xxxxx 0000
Xxxxxx, Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx, Treasurer
With a copy to: Xxxx Xxxxx Xxxxxxxxx
Xxxxxxxx, Loop & Xxxxxxxx LLP
0000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxx 00000
To Bank: Fifth Third Bank
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxx 00000
Attention: Xxxx XxxXxxxx, Senior Vice President
Either party may change such address by sending notice of the change to
the other party.
7.07 No Partnership. Nothing contained herein or in any of the Loan
Documents is intended to create or will be construed to create any relationship
between Bank and the Borrowers other than as expressly set forth herein or
therein and will not create any joint venture, partnership or other
relationship.
7.08 Indemnification. If after receipt of any payment of all or part of
the Note, Bank is for any reason compelled to surrender such payment to any
person or entity, because such payment is determined to be void or voidable as a
preference, impermissible setoff, or diversion of trust funds, or for any other
reason, this Agreement will continue in full force and effect and Borrowers will
be liable to, and will indemnify, save and hold Bank, its officers, directors,
attorneys, and employees harmless of and from the amount of such payment
surrendered. The provisions of this section will be and remain effective
notwithstanding any contrary action which may have been taken by Bank in
reliance on such payment, and any such contrary action so taken will be without
prejudice to Bank's rights under this Agreement and will be deemed to have been
conditioned upon such payment becoming final, indefeasible and irrevocable. In
addition, Borrowers will indemnify, defend, save and hold Bank, its officers,
directors, attorneys, and employees harmless of, from and against all claims,
demands, liabilities, judgments, losses, damages, costs and expenses, joint or
several (including all accounting fees and attorneys' fees reasonably incurred),
that Bank or any such indemnified party may incur arising out of this Agreement,
any of the Loan Documents or any act taken by Bank hereunder except for the
willful misconduct or gross negligence of such indemnified party. The provisions
of this section will survive the termination of this Agreement.
7.09 Governing Law; Jurisdiction. This Agreement, the Note and the other
Loan Documents will be governed by the domestic laws of the State of Ohio.
Borrowers agree that the state and federal courts in Xxxxx County, Ohio, or any
other court in a jurisdiction in which the Borrowers do business and in which
Bank initiates proceedings have exclusive jurisdiction over all matters arising
out of this Agreement, and that service of process in any such proceeding will
be effective if mailed to Borrowers at its address
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described in Section 7.06 of this Agreement. BANK AND BORROWERS HEREBY WAIVE THE
RIGHT TO TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED THEREBY.
IN WITNESS WHEREOF, Borrowers and Bank have executed this Agreement by their
duly authorized officers as of 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
[BORROWERS CONTINUED ON FOLLOWING PAGE]
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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
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/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Treasurer
XXXXXXX X. XXXXXXXX, as Treasurer of all of the aforementioned entities,
has executed this 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
Agreement separately for each of the above named entities.
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FIFTH THIRD BANK,
an Ohio banking corporation
By /s/ Xxxx XxxXxxxx
-------------------------------
Name: Xxxx XxxXxxxx
Title: Senior Vice President
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SCHEDULE I
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. Delaware
HCRI Chicago Properties, Inc. Delaware
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