EX-10.10 3 l92984aex10-10.txt EXHIBIT 10.10 Exhibit 10.10 AMENDMENT NO. 3 TO LOAN AGREEMENT --------------------------------- AGREEMENT, made as of the 5th day of October, 2001, 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, and (ii) Amendment No. 2 to Loan Agreement dated as of January 29, 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 Original Loan Agreement to allow for the incurrence of certain secured indebtedness by the Borrower(s) 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 Original Loan Agreement is hereby amended by deleting Schedules 7.1 and 7.2 thereof in their entirety and substituting therefor Schedules 7.1 and 7.2 annexed hereto. (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. 3 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. 3 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. 3 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. MISCELLANEOUS. ------------- SECTION 3.1 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 3.2 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 3.3 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. [Signature Pages To Follow] 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 ---------------------------------------- Title GEORGE L. CHAPMAN, as Chief Executive Officer of all of the aforementioned entities, has executed this Amendment No. 3 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. 3 to Loan Agreement separately for each of the above named entities. KEY CORPORATE CAPITAL INC., AS AGENT AND AS A BANK BY ------------------------------------ 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. 3 to Loan Agreement FLEET NATIONAL BANK AS SYNDICATION AGENT AND AS A BANK BY /S/ CHRISTIAN COVELLO ---------------------------------- 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. Christian J. Covello Address for Notices: Fleet National Bank 1185 Avenue of the Americas New York, New York 10036 Attention: Mr. Christian J. Covello Telecopier: (212) 819-4112 Health Care REIT, Inc. Signature Page to Amendment No. 3 to Loan Agreement HARRIS TRUST AND SAVINGS BANK BY /S/ EDWARD MCGUIRE ----------------------------------- 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. 3 to Loan Agreement COMERICA BANK BY /S/ JEFFREY R. GARDNER ------------------------------------ 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. 3 to Loan Agreement BANK OF AMERICA BY /S/ WILLIAM DUKE ----------------------------------- TITLE Lending Office for Base Rate Loans and LIBOR Loans: Bank of America 100 North N. Tryon Street Charlotte, North Carolina 28255-0001 Attention: William Duke 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. 3 to Loan Agreement BANK ONE, N.A. BY /S/ JAN E. PETRIK ------------------------------------ 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. 3 to Loan Agreement NATIONAL CITY BANK BY /S/ DOUGLAS L. BOX ------------------------------------ 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. 3 to Loan Agreement MANUFACTURERS AND TRADERS TRUST COMPANY BY /S/ C. GREGORY VOGELSANG ------------------------------------ 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. 3 to Loan Agreement KBC N.V. BY /S/ CORALIE VAN WILDES ------------------------------------ TITLE BY /S/ ROBERT SNAUFFER ------------------------------------ TITLE Lending Office for Base Rate Loans and LIBOR Loans: KBC N.V. 125 West 55th Street New York, New York 10019 Attention: Kate McCarthy Address for Notices: KBC N.V. 125 West 55th Street New York, New York 10019 Attention: Kate McCarthy Telecopier: (212) 541-0793 Health Care REIT, Inc. Signature Page to Amendment No. 3 to Loan Agreement EXHIBIT 1 TO AMENDMENT NO. 3 TO LOAN AGREEMENT BY AND AMONG HEALTH CARE REIT, INC. AND ITS SUBSIDIARIES, THE BANKS SIGNATORY HERETO AND KEY CORPORATE CAPITAL INC., AS AGENT ------------------------------------ LIST OF BORROWERS ----------------- NAME OF BORROWER STATE OF ORGANIZATION ---------------- --------------------- 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 SCHEDULE 7.1 TO LOAN AGREEMENT BY AND AMONG HEALTH CARE REIT, INC. AND ITS SUBSIDIARIES, THE BANKS SIGNATORY HERETO AND KEY CORPORATE CAPITAL INC., AS AGENT ------------------------------------ PERMITTED INDEBTEDNESS ----------------------
I. LINES OF CREDIT --------------- Total Available --------- Key/Fleet Revolving Line of Credit $150,000,000 Capital Bank, NA 25,000,000 ------------- $175,000,000 II. EXISTING SECURED DEBT --------------------- Investment Amount of Operator Facility Balance Liens/Indebtedness -------- -------- ------- ------------------ Various (Bank United pool) Various $142,791,154 $ 60,000,000 Southern Assisted Living, Inc. Bluffton, SC 5,634,679 4,000,000 Horizon Healthcare Corp. San Antonio, TX 866,452 866,452 ------------ $ 64,866,452 III. EXISTING OTHER UNSECURED DEBT ----------------------------- 1993 Series Senior Notes $ 15,000,000 1996 Series Senior Notes 30,000,000 1997 Series Senior Notes 60,000,000 1998 Series Senior Notes 100,000,000 1999 Series Senior Notes 50,000,000 ------------ $255,000,000 IV. EXISTING CONTINGENT OBLIGATIONS ------------------------------- Operator Facility Amount of Guaranty -------- -------- ------------------ Kingston Health Care Naperville, IL $ 4,055,000 Village Management Rockford, IL 4,390,000 ASA Development Tucson, AZ 3,500,000 ------------ $ 11,945,000 V. PROPOSED SECURED DEBT* ---------------------- Investment Amount of Operator Facility Balance Liens/Indebtedness -------- -------- ------- ------------------ Harborside Healthcare Corporation Beachwood, OH $58,017,500 $45,517,500 Westlake, OH Broadview, OH
* This Indebtedness shall not be included in calculating the ten percent (10%) limitation referred to in subsection 7.1(f) of the Loan Agreement SCHEDULE 7.2 TO LOAN AGREEMENT BY AND AMONG HEALTH CARE REIT, INC. AND ITS SUBSIDIARIES, THE BANKS SIGNATORY HERETO AND KEY CORPORATE CAPITAL INC., AS AGENT PERMITTED SECURITY INTERESTS, LIENS AND ENCUMBRANCES EXISTING LIENS --------------
Investment Amount of Operator Facility Balance Liens/Indebtedness -------- -------- ------- ------------------ Various (Bank United pool) Various $142,791,154 $60,000,000 Southern Assisted Living, Inc. Bluffton, SC 5,634,679 4,000,000 Horizon Healthcare Corp. San Antonio, TX 866,452 866,452 ----------- $64,866,452
Investment Amount of Operator Facility Balance Liens/Indebtedness -------- -------- ------- ------------------ Harborside Healthcare Corporation Beachwood, OH $58,017,500 $45,517,500 Westlake, OH Broadview, OH TOTAL EXISTING AND PROPOSED LIENS: $110,383,952