Exhibit 10.1
PURCHASE AGREEMENT
This Purchase Agreement (this "Agreement"), dated as of November 12,
2002, is by and among Cohen & Steers Capital Management, Inc. ("Cohen &
Steers"), the client accounts of Cohen & Steers, as set forth on Schedule A
(each a "PURCHASER" and collectively the "PURCHASERS"), and Health Care REIT,
Inc. (the "SELLER").
WHEREAS, the PURCHASERS, desire to purchase from SELLER, and SELLER
desires to issue and sell to PURCHASERS, in the aggregate 930,000 shares of
common stock of SELLER, par value $1.00 per share (the "Shares"), with the
number of Shares acquired by each PURCHASER set forth on Schedule A.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
1. PURCHASE AND SALE. Subject to the terms and conditions hereof, the
PURCHASERS hereby agree to purchase from SELLER, and SELLER agrees to issue and
sell to PURCHASERS, the Shares at a price per share of $26.90 for an aggregate
purchase amount of $25,017,000 (the "Purchase Price").
2. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Each PURCHASER
represents and warrants that:
(a) DUE AUTHORIZATION. The PURCHASER is duly authorized to purchase
the Shares. This Agreement has been duly authorized, executed and
delivered by the PURCHASER and constitutes a legal, valid and binding
agreement of the PURCHASER, enforceable against the PURCHASER in
accordance with its terms except as may be limited by (i) the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or affecting the rights or remedies of creditors or
(ii) the effect of general principles of equity, whether enforcement is
considered in a proceeding in equity or at law and the discretion of
the court before which any proceeding therefor may be brought.
(b) PROSPECTUS AND PROSPECTUS SUPPLEMENT. The PURCHASER has received
a copy of SELLER's Prospectus dated November 21, 2001, and Prospectus
Supplement dated a November 12, 2002 (collectively, the "Prospectus").
3. REPRESENTATIONS AND WARRANTIES OF SELLER. SELLER represents and
warrants that:
(a) DUE AUTHORIZATION. This Agreement has been duly authorized,
executed and delivered by SELLER and constitutes a legal, valid and
binding agreement of SELLER, enforceable against SELLER in accordance
with its terms except as may be limited by (i) the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or affecting the rights or remedies of creditors or
(ii) the effect of general principles of equity, whether enforcement is
considered in a proceeding in equity or at law and the discretion of
the court before which any proceeding therefor may be brought.
(b) ORGANIZATION AND AUTHORITY. SELLER has been duly organized and
is validly existing in good standing under the laws of Delaware,
with full power and authority to own or lease and occupy its properties
and conduct its business as described in the Prospectus.
(c) ISSUANCE OF THE SHARES. The Shares have been duly and validly
authorized and, when issued and delivered pursuant to this Agreement,
will be fully paid and nonassessable and will be listed, subject to
notice of issuance, on the New York Stock Exchange effective as of the
Closing (as defined in Paragraph 5 of this Agreement).
(d) ABSENCE OF CONFLICTS. The execution, delivery and performance of
this Agreement and the consummation of transactions contemplated herein
do not and will not result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the SELLER.
4. REPRESENTATION AND WARRANTY OF COHEN & STEERS. Cohen & Steers hereby
represents and warrants that:
(a) It is an investment adviser duly registered with the Securities
and Exchange Commission under the Investment Advisers Act of 1940.
(b) It has been duly authorized to act as investment adviser on
behalf of each PURCHASER.
(c) It has the power and authority to enter into and execute this
Agreement on behalf of each PURCHASER.
(d) This Agreement has been duly executed and delivered by Cohen &
Steers and constitutes a legal, valid and binding agreement of Cohen &
Steers, enforceable against Cohen & Steers in accordance with its terms
except as may be limited by (i) the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or
affecting the rights or remedies of creditors or (ii) the effect of
general principles of equity, whether enforcement is considered in a
proceeding in equity or at law and the discretion of the court before
which any proceeding therefor may be brought.
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5. CONDITIONS TO OBLIGATIONS OF THE PARTIES. As a condition to Closing,
each of the representations and warranties of the parties hereto shall be true
and correct in all respects.
6. CLOSING. The transactions contemplated hereby shall be consummated
on November 15, 2002 (such time and date of payment and delivery being herein
called the "Closing"). At the Closing, settlement shall occur through Jeffries &
Company, Inc., or an affiliate thereof, on a delivery versus payment basis
through the DTC ID System.
7. GOVERNING LAW. This Agreement shall be construed in accordance with
and governed by the substantive laws of the State of New York.
8. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and may be
amended only in a writing that is executed by each of the parties hereto.
9. COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.
HEALTH CARE REIT, INC.
By: /s/ ERIN C. IBELE
-----------------------------
Name: Erin C. Ibele
Title: Vice President and Secretary
COHEN & STEERS CAPITAL MANAGEMENT, INC., on behalf of itself
and each PURCHASER set forth on Schedule A
By: /s/ GREG E. BROOKS
-----------------------------
Name: Greg E. Brooks
Title: Senior Vice President
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SCHEDULE A
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Name of Client Number of Shares
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Berkeley Regional Insurance Company 26,000
Cohen & Steers Equity Income Fund, Inc. 149,000
Fairfax County Uniformed Retirement System 3,700
North Shore-Long Island Jewish
Health System, Inc. 1,500
North Shore-Long Island Jewish
Health System Cash Balance Plan 5,600
New York State Teachers' Retirement System 29,700
Cohen & Steers Total Return Realty Fund, Inc. 33,500
Cohen & Steers Advantage Income Realty Fund, Inc. 55,800
Signet Star Reinsurance Company 13,400
University of Mass. Foundation Inc. 3,600
Cohen & Steers Premium Income Realty Fund, Inc. 566,800
Associated Electric Gas Insurance Services 19,500
Babson College 3,700
Land America Title Insurance Corporation 9,300
Admiral Insurance Company 8,900