Exhibit 10.1
AMENDMENT NO. 4 TO LOAN AGREEMENT
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AGREEMENT, made as of the 15th day of April, 2002, 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, (ii) Amendment No. 2 to Loan Agreement
dated as of January 29, 2001, and (iii) Amendment No. 3 to Loan Agreement dated
as of October 5, 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 definition of the "Borrowing Base"
in the Original Loan Agreement 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 definition of "Borrowing Base" appearing in Article 1 of
the Original Loan Agreement is hereby amended by deleting clause (i)(G) thereof
in its entirety, deleting the comma at the end of clause (i)(E) thereof, and
inserting "; and" therefor, and deleting "; and" at the end of clause (i)(F)
thereof and inserting a comma therefor.
(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. 4 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. 4 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. 4 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. ACKNOWLEDGEMENT.
The Borrowers hereby acknowledge that $35,000,000 was borrowed
under the Loan Agreement on April 1, 2002, the proceeds of which were used to
repay certain existing unsecured debt set forth in Paragraph III on Schedule 7.1
to the Loan Agreement, as permitted under subsection 7.8(d) of the Loan
Agreement.
ARTICLE 4. MISCELLANEOUS.
SECTION 4.1 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 4.2 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 4.3 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.
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/ GEORGE L. CHAPMAN
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CHIEF EXECUTIVE OFFICER
GEORGE L. CHAPMAN, as Chief Executive Officer of all of the
aforementioned entities, has executed this Amendment No. 4 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. 4 to Loan Agreement
separately for each of the above named entities.
KEY CORPORATE CAPITAL INC.,
AS AGENT AND AS A BANK
BY: /S/ F. D. KELLY III VICE PRESIDENT
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TITLE
Lending Office for Base Rate Loans
and LIBOR Loans:
Key Corporate Capital Inc.
127 Public Square, MC:OH-01-27-0605
Cleveland, Ohio 44114
Attention: Healthcare Administrative
Assistant
Address for Notices:
Key Corporate Capital Inc.
127 Public Square, MC:OH-01-27-0605
Cleveland, Ohio 44114
Attention: Ms. Angela Mago
Telecopier: (216) 689-5970
Health Care REIT, Inc.
Signature Page to Amendment No. 4 to Loan Agreement
FLEET NATIONAL BANK
AS SYNDICATION AGENT AND AS A BANK
BY: /S/ JOHN C. AUTH VICE PRESIDENT
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TITLE
Lending Office for Base Rate Loans
and LIBOR Loans:
Fleet National Bank
1185 Avenue of the Americas
New York, New York 10036
Attention: Mr. John C. Auth
Address for Notices:
Fleet National Bank
1185 Avenue of the Americas
New York, New York 10036
Attention: Mr. John C. Auth
Telecopier: (212) 819-4112
Health Care REIT, Inc.
Signature Page to Amendment No. 4 to Loan Agreement
HARRIS TRUST AND SAVINGS BANK
BY: /S/ EDWARD MCGUIRE VICE PRESIDENT
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TITLE
Lending Office for Base Rate Loans
and LIBOR Loans:
Harris Trust and Savings Bank
111 West Monroe
Chicago, Illinois 60603
Attention: Edward McGuire
Address for Notices:
Harris Trust and Savings Bank
111 West Monroe
Chicago, Illinois 60603
Attention: Edward McGuire
Telecopier: (312) 293-5852
Health Care REIT, Inc.
Signature Page to Amendment No. 4 to Loan Agreement
COMERICA BANK
BY: /S/ JEFFREY R. GARDNER ACCOUNT OFFICER
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TITLE
Lending Office for Base Rate Loans and
LIBOR Loans:
Comerica Bank
Comerica Tower at Detroit Center
500 Woodward Avenue
Detroit, Michigan 48226
Attention: Jeffrey Gardner
Address for Notices:
Comerica Bank
Comerica Tower at Detroit Center
500 Woodward Avenue
Detroit, Michigan 48226
Attention: Jeffrey Gardner
Telecopier: (313) 222-3420
Health Care REIT, Inc.
Signature Page to Amendment No. 4 to Loan Agreement
BANK OF AMERICA
BY: /S/ KEVIN WAGLEY PRINCIPAL
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TITLE
Lending Office for Base Rate Loans
and LIBOR Loans:
Bank of America
100 North N. Tryon Street
Charlotte, North Carolina 28255-0001
Attention: Mr. Kevin Wag
Address for Notices:
Bank of America
100 North N. Tryon Street
Charlotte, North Carolina 28255-0001
Attention: William Duke
Telecopier: (704) 388-6002
Health Care REIT, Inc.
Signature Page to Amendment No. 4 to Loan Agreement
BANK ONE, N.A.
BY /S/ JAN E. PETRIK FIRST VICE PRESIDENT
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TITLE
Lending Office for Base Rate Loans
and LIBOR Loans:
Bank One, N.A.
600 Superior
Cleveland, Ohio 44114
Attention: Commercial Loan Operations
Address for Notices:
Bank One, N.A.
Commercial Banking
600 Superior
Cleveland, Ohio 44114
Attention: Ms. Jan Petrik
Telecopier: (216) 781-4567
Health Care REIT, Inc.
Signature Page to Amendment No. 4 to Loan Agreement
NATIONAL CITY BANK
BY: /S/ DOUGLAS L. BOX SENIOR VICE PRESIDENT
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TITLE
Lending Office for Base Rate Loans
and LIBOR Loans:
National City Bank
405 Madison Avenue
Toledo, Ohio 43604
Attention: Mr. Douglas Box
Address for Notices:
National City Bank
405 Madison Avenue
Toledo, Ohio 43604
Attention: Mr. Douglas Box
Telecopier: (419) 259-6666
Health Care REIT, Inc.
Signature Page to Amendment No. 4 to Loan Agreement
MANUFACTURERS AND TRADERS TRUST COMPANY
BY: /S/ C. GREGORY VOGELSANG ASSISTANT VICE PRESIDENT
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TITLE
Lending Office for Base Rate Loans
and LIBOR Loans:
M & T Center
One Fountain Plaza, 12th Floor
Buffalo, New York 14203-1495
Attention: Mr. C. Gregory Vogelsang
Address for Notices:
M & T Center
One Fountain Plaza, 12th Floor
Buffalo, New York 14203-1495
Attention: Mr. Gregory Vogelsang
Telecopier: (716) 848-7318
Health Care REIT, Inc.
Signature Page to Amendment No. 4 to Loan Agreement
KBC N.V.
BY: /S/ JEAN-PIERRE DIELS FIRST VICE PRESIDENT
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TITLE
BY: /S/ ERIC RASKIN VICE PRESIDENT
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TITLE
Lending Office for Base Rate Loans
and LIBOR Loans:
KBC N.V.
125 West 55th Street
New York, New York 10019
Attention: Coralie Van Wilder
Address for Notices:
KBC N.V.
125 West 55th Street
New York, New York 10019
Attention: Coralie Van Wilder
Telecopier: (212) 541-0793
Health Care REIT, Inc.
Signature Page to Amendment No. 4 to Loan Agreement
EXHIBIT 1
TO AMENDMENT NO. 4 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
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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
Health Care REIT, Inc.
Signature Page to Amendment No. 4 to Loan Agreement