EXHIBIT L-2
FORM OF AMENDMENT [No. ______]
TO
SECURITY AGREEMENT (GENERAL INTANGIBLES)
This Amendment No. __ to Security Agreement (General
Intangibles (this "Amendment"), is made as of this _____ day of
____________, 1994 by HEALTH CARE REIT, INC., a Delaware
corporation ("Borrower"), One SeaGate, Suite 1950, Toledo, Ohio
43603, in favor of NATIONAL CITY BANK, a national banking
association, as Agent (together with its successors and assigns in
such capacity, the "Agent"), National City Center, 1900 East Ninth
Street, Metro Division, Cleveland, Ohio 44114, for the ratable
benefit of itself and the Banks (as defined below) from time to
time parties to the Credit Agreement (as such term is hereinafter
defined).
RECITALS
WHEREAS, Borrower has entered into that certain Amended and
Restated Credit Agreement dated as of September 8, 1994 (as the
same may be supplemented, amended, restated, modified or
substituted from time to time, the "Credit Agreement") with
National City Bank and certain other banks as set forth in the
Credit Agreement and their successors and assigns (hereinafter
collectively referred to as the "Banks") and Agent as agent for the
Banks (in such capacity hereinafter referred to as the "Agent" or
"Secured Party"), pursuant to which the Banks have agreed to make
certain financial accommodations to Borrower upon the terms and
conditions set forth therein;
WHEREAS, Borrower has executed and delivered to the Agent for
the ratable benefit of the Banks a Security Agreement (General
Intangibles), dated as of September 8, 1994 (as the same may be
supplemented, amended, restated, modified or substituted from time
to time, the "Security Agreement"; capitalized terms used herein
without definition have the meanings ascribed to such terms in the
Security Agreement) to secure to the Agent for the ratable benefit
of the Banks the obligations of Borrower to the Banks under the
Credit Agreement, the Notes (as defined in the Credit Agreement),
the Collateral Documents (as defined in the Credit Agreement), and
all Related Writings (as defined in the Credit Agreement) (the
Notes, the Credit Agreement, this Agreement, the Collateral
Documents and the Related Writings are sometimes collectively
referred to herein as the "Loan Documents");
WHEREAS, in order to (i) reaffirm the security interest of the
Agent for the ratable benefit of the Banks in the Collateral and
(ii) grant to the Agent for the benefit of the Banks by amendment
a security interest in certain Collateral (as defined in the
Security Agreement) to be added as Collateral (as defined in the
Credit Agreement) subsequent to the date of the Security Agreement,
Section 14 of the Security Agreement and Section 3.03 of the Credit
Agreement provides for the execution and delivery, from time to
time, of Amendments to Security Agreement:
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and for
the purposes set forth below, Borrower hereby covenants and agrees
as follows:
1. Grant of Security. Borrower hereby assigns and pledges to
the Agent for its benefit and the ratable benefit of the Banks, and
hereby grants to the Agent for its benefit and the ratable benefit
of the Banks, a security interest in, the following (collectively,
the "Collateral"): (a) all of Borrower's right, title and interest,
whether now owned or hereafter acquired, in and to all instruments
(as defined in Article 9 of the Uniform Commercial Code as in
effect from time to time in the State of Ohio (the "UCC")) and
general intangibles (as defined in the UCC) of any kind, now or
hereafter existing, and all rights now or hereafter existing in and
to all security agreements, mortgages, pledge agreements, loan
agreement, leases, certificates and other contracts securing or
guarantying or otherwise relating to or comprising any such
instruments or general intangibles, (x) arising out of or in
connection with and limited to Borrower's Operator Loans (as
defined in the Credit Agreement) or Operator Leases (as defined in
the Credit Agreement) with respect to the Operators and Health Care
Facilities (as each is defined in the Credit Agreement) set forth
on Schedule I-A hereto and (y) including, without limitation, (i)
all of Borrower's right, title and interest in and to each of the
agreements listed on Schedule II-A and each other agreement
executed by any of the Operators or any guarantor thereof in
respect of the Health Care Facilities set forth on Schedule I-A in
favor of the Borrower or to which Borrower is now or may hereafter
become a party, in each case as such agreements may be amended or
otherwise modified from time to time (collectively, the "Operator
Documents"), (ii) all rights of Borrower to receive moneys due and
to become due under or pursuant to the Operator Documents, (iii)
all rights of Borrower to receive proceeds of any insurance,
indemnity, warranty or guaranty with respect to the Operator
Documents, (iv) claims of Borrower for damages arising out of or
for breach of or default under the Operator Documents and (v) the
right of Borrower to terminate the Operator Documents, to perform
thereunder and to compel performance and otherwise exercise all
remedies thereunder; and (b) all proceeds of any and all of the
foregoing Collateral (including, without limitation, proceeds that
constitute property of the types described in clause (a) of this
Section 1 and, to the extent not otherwise included, all (x)
payments under insurance (whether or not the Agent is the loss
payee thereof), or any indemnity, warranty or guaranty, payable by
reason of loss or damage to or otherwise with respect to any of the
foregoing Collateral and (y) cash.
2. Obligations. This Amendment secures the complete and
timely payment of all principal and interest on any Loans made
under the Credit Agreement (including, without limitation, all
amounts which would become due but for the operation of the
automatic stay under Section 362(a) of the United States Bankruptcy
Code, 11 USC Section 362(a), and the operation of Sections 502(b) and
506(b) of the United States Bankruptcy Code, 11 USC Section 502(b) and
Section 506(b)), all liabilities under any hedge agreement, swap agreement
or similar agreement between the Borrower and any Bank, all
liability of the Borrower under Article VII and Article IX of the
Credit Agreement, and all fees and other liabilities, payable to
the Banks or the Agent or any thereof by the Borrower pursuant to
this Agreement, the Credit Agreement, the Collateral Documents or
any Related Writing (all such obligations secured herein referred
to as the "Obligations").
3. Amendment to Schedule I and Schedule II of Security
Agreement. Schedules I and II to the Security Agreement (as the
same may have been previously amended or restated or supplemented)
to add the items set forth on Schedule I-A and II-A hereto.
4. Representations and Warranties. Borrower represents and
warrants to the Agent that each of the representations and
warranties set forth in Section 3 of the Security Agreement are
true and correct. Borrower further represents and warrants that
this Amendment is made in accordance with the terms and limitations
of the Security Agreement and the Credit Agreement (including,
without limitation, Section 2.09 thereof).
5. Delivery of Instruments; Further Assurances. Borrower
shall deliver or cause to be delivered to the Agent for the benefit
of the Banks originals of any of the Operator Documents
constituting instruments (as defined in Article 9 of the UCC).
Borrower shall execute or cause to be executed such additional
instruments and shall do or cause to be done such further acts, as
the Agent may reasonably request, in order to permit the Agent to
perfect, protect, preserve and maintain the security interest
granted to the Agent by this Agreement, including, but not limited
to (i) general or specific assignments of such Operator Documents
as the Agent may designated, (ii) UCC-1 financing statements (or
UCC-3 amendments to previously filed UCC-1 financing statements)
naming Borrower as debtor and the Agent as Secured Party for the
benefit of the Banks with respect to the collateral identified on
Schedule II-A and (iii) UCC-3 assignments of any financing
statements filed in favor of Borrower in respect of any of the
Operator Documents or the obligations to the Borrower secured
thereby.
6. Governing Law. This Amendment and the respective rights
and obligations of the parties hereto shall be governed by and
construed in accordance with the internal laws of the State of Ohio
(without giving effect to the conflict of laws rules thereof),
except to the extent that the perfection and enforcement of the
lien and security interest granted hereunder must be subject to the
laws governing the Operator Documents.
7. Ratification of Security Agreement. Borrower hereby
ratifies and affirms the provisions of the Security Agreement, as
amended hereby.
IN WITNESS WHEREOF, Borrower has caused this Agreement to
be executed by its officers or agents thereunto duly authorized, as
of the date first above written.
HEALTH CARE REIT, INC., a
Delaware corporation
By:_______________________________
Name:_____________________________
Title:____________________________
Schedule I-A
to
Amendment No. __ to
Security Agreement (General Intangibles)
(dated _________, 199_)
Health Care Facilities and the Operators related thereto:
Operator Health Care Facility
Schedule II-A
to
Amendment No. __ to
Security Agreement (General Intangibles)
(dated _________, 1994)
Operator Documents:
[Each of the agreements executed by the following Operator in
respect of the following Health Care Facility (or any guarantor of
such Operator) in favor of Borrower, including without limitation,
the following:
1. Note
2. Loan Agreement
3. Mortgage
4. Guaranty ...]
[Each of the agreements executed by the following Operator in
respect of the following Health Care Facility (or any guarantor of
such Operator) in favor of Borrower, including without limitation,
the following:
1. Lease Agreement
2. Guaranty ...]