EXHIBIT M-1
AMENDED AND RESTATED CREDIT AGGREGATING $150,000,000
CERTAIN BANKS AND NATIONAL CITY BANK, AS AGENT
HEALTH CARE REIT, INC.
DATED AS OF SEPTEMBER, 1994
CERTIFICATE OF NO DEFAULT
I hereby certify that as of the date hereof, there exists no
Default under the terms of the Credit Agreement.
HEALTH CARE REIT, INC.
Dated: _________________ By: _____________________________
Robert J. Pruger
Chief Financial Officer
SECTION 5.04 COVENANTS
CONSTRUCTION FINANCING
Section 5.04(o)(i) (Pages __________ of the Credit Agreement)
(Date)
---------------------------
Loan Amount Interest Fees &
Description Advanced Receivable Other Total
- - - ----------- ----------- ---------- ------- -----
Construction loan limitation, greater of:
(1) Specified amount $35,000,000
===========
(2) 10% of total assets $==========
NOTE: This covenant always pertains to the three most recent
fiscal quarters.
CREDIT ENHANCEMENTS
Section 5.04(o)(ii) (Page _______ of the Credit Agreement)
AMOUNT
DESCRIPTION (DATE)
- - - ----------------------------------------------- ------------
TOTAL $----------
Credit Enhancement limitation, 20% of total net worth $----------
NOTE: This covenant always pertains to the three most recent
fiscal quarters.
PSYCHIATRIC HOSPITALS
Section 5.04(o)(iii) (Page ___ of the Credit Agreement)
Construction Mortgage Working
Loans Loans Capital Loans TOTAL
------------ -------- ------------- ---------
Totals $----------- $------- $------------ $--------
Psychiatric Hospital limitation, 20% of Balance Sheet Assets
NOTE: This covenant always pertains to the three most recent
fiscal quarters.
Section 5.04(p)(i)(ii)(iii) (Page _____ of the Credit Agreement)
The Borrower is in compliance with Section 5.04(p) and
commitments detailed on the Quarterly Liability Schedule (i.e.
Exhibit M-4) do not violate subsection p(i)(ii)(iii) requirements.
Section 5.04(p)(iv) and (v) (Page ___ of the Credit Agreement)
The Borrower shall not, and shall not suffer any subsidiary
to, make or commit to make ... any investment in any REMIC if,
after giving effect thereto, the aggregate amount of all
outstanding investments in REMICs together with all outstanding
investments in Permitted Investments (other than REMICs and other
than Permitted Investments described in Internal Revenue Code
Section 856(c)(5)(A) which are not REMICs) would exceed twenty-five
percent (25% of the Borrower's Balance Sheet Assets as at the end
of the immediately preceding Fiscal Quarter; provided, however,
that any such investment shall be subject to the limitations set
forth in Sections 5.04(a), 5.04(c), 5.04(o) and the other clauses
of this Section 5.04(p).
Actual:
Remics $---------- -------%
Permitted Investments (list)
$---------
----------
---------- $--------- -------%
Total ---------- $========= -------%
Required: Cannot exceed 25% of Balance
Sheet Assets; 25% Balance
Sheet Assets $=========
Section 5.04(v) (Page _____ of the Credit Agreement)
Actual
Permitted Investments (List)
$---------
$========= -------%
Required: Cannot exceed 10% of Balance
Sheet Assets 10% Balance
Sheet Assets $=========
Portfolio Diversification, Section 5.04(i)and (ii) (Page ______ of
the Credit Agreement
17.5% 17.5% of Gross
of Balance Consolidated
Sheet Assets, Revenue, Most
Borrrower/ Most Recent Most Recent
Operator/Lessee Exposure Fiscal Quarter Fiscal Quarter
- - - --------------- -------- -------------- --------------
Psychiatric Hospitals - Borrowing Base
Section 5.04(r) (Page _____ of the Credit Agreement)
Date
-------------------
Loans to Psychiatric Hospitals (Borrowing Base Assets)
Total $-----------
Total Borrowing Base Assets $-----------
Percentage of Borrowing Base Assets
Comprised of Psychiatric Loan = ------------%
Psychiatric Hospital Limitation, 20%
Section 5.05 (Page ______ of the Credit Agreement)
Consolidated Tangible Net Worth
Required:
minimum tangible net worth $180,000,000
plus:
proceeds equity issuance $---------
80% x .80
$--------- $-----------
Required Minimum $===========
Actual $===========
Consolidated Interest Coverage
Consolidated Net Income $----------
plus: interest expense
taxes
depreciation and amortization $----------
Interest expense
Ratio (Actual)
Required: must be at least 2.0 to 1.0
Consolidated Leverage Ratio
Borrowings under credit agreement $----------
Borrowings under lines of credit
Senior notes
Other obligations $----------
$==========
Consolidated Net Worth $==========
Ratio (Actual) -----------
Required: must be less than or equal to 1.30 to 1.0
Consolidated Contingent Leverage Ratio
Borrowings under Credit Agreement $----------
Borrowings under lines of credit
Senior Notes
Other obligations
Contingent Liabilities -----------
$==========
Consolidated Net Worth $==========
Ratio (Actual) -----------
Required: must be less than or equal to 1.55 to 1.0
Borrowing Base Debt Coverage Ratio:
Actual
Aggregate quarterly net income
of each Operator $----------
plus: Aggregate depreciation and amortization
Aggregate taxes
Aggregate fees, interest, principal
and lease payments -----------
Weighted Average of Total Cash
available for debt service* $==========1
Weighted Average of Aggregate fees,
interest, principal and lease payments* $==========2
Debt Coverage Ratio $==========
Required: cannot be less than 1.25 to 1.0.
* Attached Schedule sets forth Computations for Weighted Average
Calculations
1 - Total from Column (A) on Attached Schedule
2 - Total from Column (B) on Attached Schedule
Borrowing Base Debt Coverage Ratio
(Computations for Determining Weighed Average)
(1) (A) (2) (B)
Operator's
Product of Aggregate Product
(1) X Fees of (2) X
Name of Operator's Operator's Operator's Interest, Operator's
Operator Weighted Total Cash Weighted Principle Weighted
and Address Value Available for Value & Lease Value
of Asset Percentage Debt Service Percentage Payments Percentage
TOTALS (A)---------2 (B)-------3
- - - -----------------
1 - Operator Weighted Value Percentage is determined by
dividing the Asset Value of the Asset by the aggregate of all Asset
Values of all Borrowing Base Assets.
2 - Total to be entered on appropriate line on prior page.
3 - Total to be inserted on appropriate line on prior page.