Exhibit 10.2
CREDIT AGREEMENT
This Credit Agreement (the "Agreement") is entered into as of the 31st
day of May, 2003, by and between HEALTH CARE REIT, INC., a Delaware corporation
("Borrower") 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 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.
2.01. Revolving Credit Loan. (a) Subject to the terms and conditions
hereof, Bank hereby extends to Borrower a line of credit facility (the
"Facility") (the "Loan") under which Bank may make loans (the Revolving Loans")
to Borrower at Borrower's request 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. 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. 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"), provided the
loan is secured as set forth in this Agreement.
(b) Borrower may request a Revolving Loan by written or telephone
notice to Bank. Bank will make a Revolving Loan by wire transfer to any account
designated by Borrower. Loan proceeds may be used for purposes not prohibited
herein.
(c) On the date hereof, Borrower will duly issue and deliver to
Bank a Revolving Note (the "Revolving Note"), in the principal amount of THIRTY
MILLION and 00/100 DOLLARS ($30,000,000.00) bearing interest as specified in
Section 2.02 herein.
(d) The term of the Facility will expire on MAY 31, 2004 and the
Revolving Note will become payable in full on that date.
2.03 Interest on Revolving Credit Loan. 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 Borrower as more fully set forth herein. At any time, from time to
time, during the term of this note, so long as no Event of Default exists and so
long as such Borrowings are not then subject to an Interest Rate Election,
Borrower may notify Bank that it wishes to exercise its right to adjust the rate
of interest accruing on some or all amounts of principal outstanding under this
Note (in a minimum amount of $500,000.00) to one of the rates set 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, Borrower 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 Borrower to Bank, Borrower may
elect to have all or any portion of the Borrowings in a minimum amount
of $500,000.00 per election bear interest at the per annum rate equal
to two hundred basis points (200) in excess of the LIBOR Rate (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 and the effective date of the LIBOR interest period.
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Borrower's right to make a LIBOR Rate Election shall be terminated
automatically if Bank, by telephonic notice, shall notify Borrower 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 find
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
Borrower, 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 Prime Rate, unless Borrower shall
thereafter elect one or more other Interest Rate Election.
(b) Prime Rate. Upon telephonic notice by Borrower to Bank prior to or on
the Effective Date, Borrower 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 ("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 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 $500,000.00, or (ii) Borrower fails to designate
one of the interest rates set forth above or at any time after Borrower
has 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 Borrower has 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.
As used herein, the following terms will have the meanings set forth below:
(a) "Effective Date" means the date on which a LIBOR Rate Election or Prime
Rate Election will begin.
(b) "Interest Rate Election" means a LIBOR Rate Election, or a Prime Rate
Election or any one or more of the foregoing.
(c) "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 Borrower pursuant to this
Note. 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.
2.03 Statements. After the end of each quarter, Bank will render to
Borrower a statement on each of Borrower's loan accounts with
Bank hereunder, which statement will be considered correct and
will be conclusively binding upon Borrower unless Borrower
notifies 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.
Borrower hereby warrants and represents to Bank the following:
3.01 Organization and Qualification. Borrower is duly organized and
validly existing under the laws of its state of organization and has the power
to own its assets and to transact the business in which it is presently engaged
and in which it proposes to be engaged. Borrower is in good standing in its
state of organization and in each state in which it is qualified to do business
unless the failure to so qualify would have a material adverse effect on
Borrower.
3.02 Due Authorization. The execution, delivery and performance by
Borrower of this Agreement, the Loan and any other Loan Documents have been duly
authorized by all necessary corporate action, and will not contravene any law or
any governmental rule or order binding on Borrower, or the Articles of
Incorporation, Code of Regulations or Bylaws of Borrower, nor violate any
agreement or instrument by which Borrower is bound nor result in the creation of
a lien on any assets of Borrower except the lien to Bank granted herein.
Borrower has duly executed and delivered this Agreement and the other Loan
Documents and they are valid and binding obligations of Borrower enforceable
according to their respective terms except as limited by equitable principles
and by bankruptcy, insolvency or similar laws affecting the rights of creditors
generally. No notice to or consent by any governmental body is needed in
connection with this transaction.
3.03 Litigation. There is no litigation, nor are there any
proceedings by or before any public body, agency or authority presently pending
or threatened against Borrower or any other person, the outcome of which might
materially and adversely affect the continued operations or assets of Borrower,
or the transactions contemplated by this Agreement.
3.04 Business. Borrower is not a party to or subject to any
agreement or restriction which in the opinion of Borrower's management is so
unusual or burdensome that it might have a material adverse effect on Borrower's
business, properties or prospects.
3.05 Laws and Taxes. To the best of Borrower's knowledge, Borrower
is in compliance with all laws, regulations, rulings, orders, injunctions,
decrees, conditions or other requirements applicable to or imposed upon Borrower
by any law or by any governmental authority, court or agency. Borrower has filed
all required tax returns and reports that are now required to be filed by it in
connection with any federal, state and local tax, duty or charge levied,
assessed or imposed upon Borrower or its assets, including unemployment, social
security, and real estate taxes. Borrower has paid all taxes which are now due
and payable. No taxing authority has asserted or assessed any additional tax
liabilities against Borrower which are outstanding on the date of this
Agreement. Borrower has filed its 2001 tax returns in a timely manner.
3.06 Financial Condition. All financial information relating to
Borrower which has been or may hereafter be delivered to Bank is true and
correct and has been prepared in accordance with generally accepted accounting
principles consistently applied. Borrower has no material obligations or
liabilities of any kind not disclosed in that financial information, and there
has been no material adverse change in the financial condition of Borrower nor
has Borrower suffered any damage, destruction or loss which has adversely
affected its business or assets since the submission of the most recent
financial information to Bank.
3.07 Title to Properties. Borrower has good and marketable title in
fee simple to, or valid leasehold interests in, all real property necessary or
used in the ordinary course of its business, except for such defects in title as
could not individually or in the aggregate, have a material adverse effect on
Borrower.
3.08 Defaults. Borrower is in compliance with all material
agreements applicable to it and to the best of Borrower's knowledge, there does
not now exist any default or violation by Borrower of or under any of the terms,
conditions or obligations of (a) its Articles of Incorporation or Bylaws, or (b)
any indenture, mortgage, deed of trust, franchise, permit, contract, agreement
or other instrument to which Borrower is a party or by which it is bound, and
the consummation of the transactions contemplated by this Agreement will not
result in such default or violation, which default could have a material adverse
effect on Borrower.
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3.09 Subsidiaries. If Borrower has any additional subsidiaries at
any time during the term of this Agreement, the term "Borrower" in each
representation, warranty and covenant herein will mean "Borrower and each
subsidiary individually and in the aggregate," and Borrower will cause each
subsidiary to be in compliance therewith.
3.10 ERISA. To the best of Borrower's knowledge, Borrower is in
compliance with all of its obligations to contribute to any employee benefit
plan or pension plan regulated by the Federal Employee Retirement Income
Security Act of 1974 ("ERISA"). Borrower has not received notice informing it
that it is not in full compliance with any of the requirements of ERISA, and the
regulations promulgated thereunder and, there exists no event described in
Section 4043(3) thereof ("Reportable Event").
3.11 Environmental Laws. To the best of Borrower's knowledge, (a)
Borrower has obtained all permits, licenses and other authorizations which are
required under environmental laws and Borrower is in compliance in all material
respects with all terms and conditions of the required permits, licenses and
authorizations, and is also in compliance in all material respects with all
other limitations, restrictions, conditions, standards, prohibitions,
requirements, obligations, schedules and timetables contained in the
environmental laws, which failure to obtain or noncompliance could have a
material adverse effect on Borrower.
(b) To the best of Borrower's knowledge, Borrower is not aware
of, and has not received notice of, any past, present or future events,
conditions, circumstances, activities, practices, incidents, actions or plans
which may interfere with or prevent compliance or continued compliance, in any
material respect, with Environmental Laws, or may give rise to any material
common law or legal liability, or otherwise from the basis of any material
claim, action, demand, suit, proceeding, hearing, study, or investigation, based
on or related to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling, or the emission, discharge, release or
threatened release into the environment, of any pollutant, contaminant,
chemical, or industrial, toxic or hazardous substance or waste, which could have
a material adverse effect on Borrower.
(c) There is no civil, criminal or administrative action,
suit, demand, claim, hearing, notice or demand letter, notice of violation,
investigation or proceeding pending or to the best of Borrower's knowledge,
threatened against Borrower, relating in any way to environmental laws, which
could have a material adverse effect on Borrower.
3.12 Margin Stock. No part of the Facility will be used to purchase
or carry, or to reduce or retire or refinance credit incurred to purchase or
carry, any margin stock (within the meaning of Regulations U and X of the Board
of Governors of the Board of Governors of the Federal Reserve System) or to
extend credit to others for the purpose of purchasing or carrying any margin
stock. If requested by Bank, Borrower will furnish to Bank statements in
conformity with the requirements of Federal Reserve Form U-1.
3.13 Licenses, Etc. Borrower has obtained any and all licenses,
permits, franchises, governmental authorizations, patents, trademarks,
copyrights or other rights necessary for the ownership of its properties and the
advantageous conduct of its business, the failure of which could have a material
adverse effect on Borrower. Borrower possesses adequate licenses, patents,
patent applications, copyrights, trademarks, trademark applications, and trade
names to continue to conduct its business as heretofore conducted by it, without
any conflict with the rights of any other person or entity, which the lack
thereof could have a material adverse effect on Borrower. All of the foregoing
are in full force and effect and none of the foregoing are known to conflict
with the rights of others, which conflict could have a material adverse effect
on Borrower.
Section 4. Affirmative Covenants.
4.01 Affirmative Covenants. Borrower shall comply with the
Affirmative Covenants set forth in the Amended and Restated Loan Agreement dated
August 23, 2002 by and among Health Care REIT, Inc., and its subsidiaries, the
Banks Signatory thereto, KeyBank National Association and Deutsche Bank
Securities, Inc., as such Agreement is amended, supplemented or modified (the
"Key Agreement") or (b) a replacement loan agreement.
4.02 Closing Costs. Borrower shall pay to Bank its fees, costs and
expenses (including, without limitation,
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reasonable attorneys' fees, court costs, litigation and other expense)
(collectively, "Costs") incurred or paid by Bank in negotiating, documenting,
administering, and enforcing the Loan Documents and Bank's security interest in
the Collateral or any other property pledged to secure the Facility. The costs
will be due upon demand by Bank. If Borrower fails to pay the Costs when upon
such demand, Bank is entitled to disburse such sums as an advance under the
Facility, thereafter the Costs will bear interest from the date incurred or
disbursed at the highest rate set forth in the Note. Borrower shall be
responsible for all out of pocket expenses incurred by Borrower and Bank.
4.03 Other Amounts Deemed Loan. If Borrower fails to pay any tax,
assessment, governmental charge or levy or to maintain insurance within the time
permitted by this Agreement, or to discharge any lien prohibited hereby, or to
comply with any other obligation, Bank may, but shall not be obligated to, pay,
satisfy, discharge or bond the same for the account of Borrower, and to the
extent permitted by law and at the option of Bank, all monies so paid by Bank on
behalf of Borrower will be deemed Revolving Loans and Obligations.
Section 5. Events of Default and Remedies.
5.01 Events of Default. (a) If any one or more of the following
events ("Events of Default") shall occur and be continuing, the Loan shall
terminate and the entire unpaid balance of the principal of and interest on the
Loan outstanding and all other obligations and indebtedness of the Borrower to
the Bank arising hereunder and under the Loan Documents shall immediately become
due and payable upon written notice to that effect given to the Borrower by the
Bank (except in the case of the occurrence of any Event of Default described in
Section 5.01(c), (d) or (f) no such notice shall be required), without
presentment or demand for payment, notice of non-payment, protest or further
notice or demand of any kind, all of which are expressly waived by the Borrower.
(b) Borrower defaults in the payment of any principal or interest
on any Obligation when due and payable, by acceleration or
otherwise; or
(c) a court enters a decree or order for relief with respect to
Borrower in an involuntary case under any applicable
bankruptcy, insolvency or other similar law then in effect, or
appoints a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or other similar official) of Borrower or for
any substantial part of its property, or orders the wind-up or
liquidation of its affairs; or a petition initiating an
involuntary case under any such bankruptcy, insolvency or
similar law is filed and is pending for thirty (30) days
without dismissal; or
(d) Borrower commences a voluntary case under any applicable
bankruptcy, insolvency or other similar law in effect, or
makes any general assignment for the benefit of creditors, or
fails generally to pay its debts as such debts become due, or
takes corporate action in furtherance of any of the foregoing;
or
(e) final judgment of the payment of money in excess of
$1,500,000.00 is rendered against Borrower and remains
undischarged for 10 days during which execution is not
effectively stayed; or
(f) the dissolution of Borrower; or,
(g) Borrower shall fail to comply with the covenants as set forth
in either (a) Article 6 of the Key Agreement, or (b) a
replacement agreement.
5.02 Remedies. If any Event of Default will occur, Bank may cease
advancing money hereunder, and/or declare all Obligations to be due and payable
forthwith, whereupon they will forthwith become due and payable without
presentment, demand, protest, or notice of any kind, all of which are hereby
expressly waived by Borrower.
5.03 Setoff. If any Event of Default will occur, Bank is
authorized, without notice to Borrower, to offset and apply to all or any part
of the Obligations all moneys, credits and other property of any nature
whatsoever of Borrower 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
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held by Borrower individually or jointly with another party), Bank, including
but not limited to certificates of deposit.
5.04 Default Rate. After the occurrence of an Event of Default, the
Bank may increase the interest rate on any loan in accordance with the
provisions of any note evidencing the loan. This provision does not constitute a
waiver of any Events of Default or an agreement by Bank to permit any late
payments whatsoever.
5.05 Late Payment Penalty. If any payment is not paid when due
(whether by acceleration or otherwise), Borrower agrees to pay to Bank a late
payment fee equal to five percent (5%) of the payment amount, with a minimum fee
of $20.00.
5.06 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 maybe now or hereafter existing at law, in equity or by statute.
Borrower waives any requirement of marshalling of assets which may be secured by
any of the Loan Documents.
5.07 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. The security interest,
lien and rights granted to Bank hereunder and under the Loan Documents will
continue in full force and effect, notwithstanding the termination of this
Agreement or the fact that no Loans are outstanding to Borrower, until all of
the Obligations, have been paid in full.
Section 6. Conditions Precedent.
6.01 Conditions to Loan. Bank will have no obligation to make or
advance any Loan until Borrower has 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 Borrower.
(c) An executed Credit Agreement.
(d) Such additional information and materials as Bank may
reasonably request.
6.02 Conditions to Each Loan. On the date of the Revolving Loan,
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 Borrower of the proceeds of each Loan will
be deemed to constitute a representation and warranty by Borrower that the
conditions in Section 7.02 of this Agreement, other than those that have been
waived in writing by Bank, have been satisfied.
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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 Loan is finally and
irrevocably paid in full.
7.02 Waiver by Borrower. Borrower waives notice of non-payment,
demand, presentment, protest or notice of protest of any accounts, 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, Borrower 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 Borrower which Bank may possess at any time.
7.04 Subsidiaries. If Borrower has any Subsidiaries at any time
during the term of this Agreement, the term "Borrower" in each representation,
warranty and covenant herein will mean "Borrower" and each Subsidiary
individually and in the aggregate, and Borrower will cause each Subsidiary to be
in compliance therewith.
7.05 Survival. All representations, warranties, covenants and
agreements made by Borrower herein and in the Loan Documents will survive the
execution and delivery of this Agreement, the Loan Documents and the issuance of
the Note.
7.06 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 any other right, remedy or power to
be considered a waiver; or any right, remedy or power or any Event of Default
nor will the action or omission to act by Bank upon the occurrence of any Event
of Default impair any right, remedy or power arising as a result thereof or
affect any subsequent Event of Default of the same or different nature.
7.07 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 Borrower: Health Care REIT, Inc.
One Seagate, Suite 1950
Toledo, Ohio 43603
Attention: Michael A. Crabtree, Treasurer
To Bank: Fifth Third Bank
606 Madison Avenue
Toledo, Ohio, 43604
Attention: Lisa Anderson, Vice President
Either party may change such address by sending notice of the change to
the other party.
7.08 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 Borrower other than as expressly set forth herein or therein
and will not create any joint venture, partnership or other relationship.
7.09 Indemnification. If after receipt of any payment of all or
part of the Obligations, Bank is for any reason
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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 Borrower 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, Borrower 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.
7.10 Governing Law; Jurisdiction. This Agreement, the Note and the
other Loan Documents, will be governed by the domestic laws of the State of
Ohio. Borrower agrees that the state and federal courts in Lucas County, Ohio,
or any other court in a jurisdiction in which Borrower does 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 Borrower at its address described in
the Notices section of this Agreement. BANK AND BORROWER HEREBY WAIVE THE RIGHT
TO TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED THEREBY.
IN WITNESS WHEREOF, Borrower and Bank have executed this Agreement by
their duly authorized officers as of the date first above written.
BORROWER:
HEALTH CARE REIT, INC.,
A DELAWARE CORPORATION
By: /s/ George L. Chapman
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George L. Chapman, Chairman of the Board
FIFTH THIRD BANK,
AN OHIO BANKING CORPORATION
By: /s/ Lisa J. Anderson
----------------------------------------
Lisa J. Anderson, Vice President
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