Supplement to Amended and Restated Loan Agreement among Health Care REIT, Inc., Subsidiaries, KeyBank, LaSalle Bank, and Others (January 30, 2004)

Summary

This agreement supplements an existing loan agreement between Health Care REIT, Inc., its subsidiaries, and a group of banks led by KeyBank National Association. The supplement adds LaSalle Bank National Association as a new lender, adjusts the distribution of outstanding loans among all participating banks, and requires the borrowers to issue a new promissory note to LaSalle Bank. The agreement confirms that all parties remain bound by the original loan terms, as amended, and sets conditions for the supplement to take effect, including delivery of documents and payment of fees.

EX-10.5 4 l05635aexv10w5.txt EXHIBIT 10.5 EXHIBIT 10.5 ================================================================================ SUPPLEMENT TO AMENDED AND RESTATED LOAN AGREEMENT BY AND AMONG HEALTH CARE REIT, INC. AND CERTAIN OF ITS SUBSIDIARIES, THE BANKS SIGNATORY HERETO AND KEYBANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT FOR SUCH BANKS, DEUTSCHE BANK SECURITIES INC., AS SYNDICATION AGENT AND UBS SECURITIES LLC, AS DOCUMENTATION AGENT JANUARY 30, 2004 ================================================================================ KEYBANK NATIONAL ASSOCIATION AND DEUTSCHE BANK SECURITIES INC., AS JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS SUPPLEMENT TO AMENDED AND RESTATED LOAN AGREEMENT SUPPLEMENT (this "SUPPLEMENT"), made as of the 30th day of January, 2004, 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"); LASALLE BANK NATIONAL ASSOCIATION, a national banking association ("NEW BANK"); and KEYBANK NATIONAL ASSOCIATION, a national banking association, as Administrative 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, Deutsche Bank Securities Inc., as Syndication Agent, UBS Securities LLC, as Documentation Agent and the banks signatory thereto (the "EXISTING BANKS") entered into a certain Amended and Restated Loan Agreement dated August 23, 2002 (as amended through the date hereof, the "ORIGINAL LOAN AGREEMENT"; the Original Loan Agreement, as supplemented hereby, and as it may hereafter be further amended, modified or supplemented, is hereinafter referred to as the "LOAN AGREEMENT"); (B) Simultaneously with the execution and delivery hereof, the New Bank has agreed to make loans to the Borrowers in the amount set forth opposite its name on the signature page hereto and the Borrowers desire to accept the Revolving Credit Commitment of the New Bank and to cause the New Bank to be added as a "Bank" to the Original Loan Agreement as supplemented hereby, pursuant to Section 2.24 of the Original Loan Agreement; 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. ADDITIONAL BANK. SECTION 1.1 NEW BANK. The New Bank agrees with the Borrowers, the Banks and the Agent that (i) it will abide by the terms of the Original Loan Agreement as amended hereby, and (ii) the Loan Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against it. SECTION 1.2 ADJUSTMENT OF OUTSTANDING LOANS. If any Loans are outstanding under the Original Loan Agreement on the date hereof, the Banks shall on the date hereof, at the direction of the Agent, make appropriate adjustments among themselves in order to insure that the amount (and type) of the Loans outstanding to the Borrowers from each Bank under the Loan Agreement (as of the date hereof) are proportionate to the aggregate amount of all of the Revolving Credit Commitments, after giving effect to the additional Revolving Credit Commitments of the New Bank. The Borrowers agree and consent to the terms of this Section 1.2. SECTION 1.3 ISSUANCE OF NOTE. In order to evidence the Loans to be made by the New Bank, the Borrowers shall execute and deliver to the New Bank, simultaneously with the execution and delivery hereof, a promissory note payable to the order of the New Bank in substantially the form of Exhibit A annexed hereto (the "LASALLE NOTE"). SECTION 1.4 GENERAL. (a) All references in the Original Loan Agreement or any other Loan Document to the "Revolving Credit Commitment(s)", the "Note(s)", the "Second Substituted Note(s)" and the "Loan Documents" shall be deemed to include, respectively, the Revolving Credit Commitment of the New Bank, the LaSalle Note and the Loan Documents as defined in the Original Loan Agreement together with, and as supplemented by, this Supplement, the LaSalle Note and all agreements, documents and instruments delivered pursuant thereto or in connection therewith. (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 supplemented 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 Supplement. ARTICLE 2. REPRESENTATIONS AND WARRANTIES. (a) The Borrowers hereby confirm, reaffirm and restate to the New Bank 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) The execution, delivery and performance by each Borrower of this Supplement and the LaSalle Note 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 Supplement and the LaSalle Note are 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 Supplement and the LaSalle Note do 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. 2 ARTICLE 3. CONDITIONS TO EFFECTIVENESS OF THIS SUPPLEMENT. This Supplement shall become effective on the date of the fulfillment (to the satisfaction of the Agent) of the following conditions precedent: (a) This Supplement shall have been executed and delivered to the Agent by a duly authorized representative of the Borrowers, the Agent and the New Bank. (b) The Borrowers shall have executed and delivered to the New Bank the LaSalle Note. (c) The Borrowers shall pay to the Agents all fees payable to the New Bank in connection with this Supplement. (d) The Agent shall have received a Compliance Certificate from the Borrowers dated the date hereof and the matters certified therein, including, without limitation, that after giving effect to the terms and conditions of this Supplement, no Default or Event of Default shall exist, shall be true. (e) All legal matters incident hereto shall be satisfactory to the Agent and its counsel. 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 supplemented by this Supplement, (ii) the terms "Note(s)" and "Second Substituted Note(s)" shall be deemed to refer to and include the LaSalle Note, (iii) the term "this Agreement" shall be deemed to refer to this Supplement; and (iv) the terms "hereunder" and "hereto" shall be deemed to refer to this Supplement. SECTION 4.2 CONTINUED EFFECTIVENESS. Except as amended or supplemented 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 Supplement 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] 3 IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be duly executed on the date first above written. HEALTH CARE REIT, INC. HCRI PENNSYLVANIA PROPERTIES, 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 NORTH CAROLINA PROPERTIES I, INC. ITS MEMBER HCRI SOUTHERN INVESTMENTS I, INC. HCRI TENNESSEE PROPERTIES, INC. PENNSYLVANIA BCC PROPERTIES, INC. HCRI KENTUCKY PROPERTIES, LLC BY HEALTH CARE REIT, INC. ITS MEMBER HCRI MASSACHUSETTS PROPERTIES TRUST II BY HCRI MASSACHUSETTS PROPERTIES, INC. ITS TRUSTEE HCRI SATYR HILL, LLC BY HEALTH CARE REIT, INC., AS THE MEMBER OF HCRI MARYLAND PROPERTIES, LLC ITS MEMBER HCRI FRIENDSHIP, LLC BY HEALTH CARE REIT, INC., AS THE MEMBER OF HCRI MARYLAND PROPERTIES, LLC ITS MEMBER HCRI ST. CHARLES, LLC BY HEALTH CARE REIT, INC., AS THE MEMBER OF HCRI MARYLAND PROPERTIES, LLC ITS MEMBER [BORROWERS CONTINUED ON FOLLOWING PAGE] HCRI MARYLAND PROPERTIES, LLC BY HEALTH CARE REIT, INC. ITS MEMBER HCRI LAUREL, LLC BY HEALTH CARE REIT, INC., AS THE MEMBER OF HCRI MARYLAND PROPERTIES, LLC ITS MEMBER HCRI NORTH CAROLINA PROPERTIES I, INC. HCRI NORTH CAROLINA PROPERTIES III, LIMITED PARTNERSHIP BY HCRI NORTH CAROLINA PROPERTIES II, INC. ITS GENERAL PARTNER HCRI NORTH CAROLINA PROPERTIES II, INC. HCRI WISCONSIN PROPERTIES, LLC BY HEALTH CARE REIT, INC. ITS MEMBER HCRI MISSISSIPPI PROPERTIES, INC. HCRI ILLINOIS PROPERTIES, LLC BY HEALTH CARE REIT, INC. ITS MEMBER HCRI MISSOURI PROPERTIES, LLC BY HEALTH CARE REIT, INC. ITS MEMBER HCRI SURGICAL PROPERTIES, LLC BY HEALTH CARE REIT, INC. ITS MEMBER HCRI TUCSON PROPERTIES, INC. HCRI INVESTMENTS, INC. HCRI CHICAGO PROPERTIES, INC. BY /s/ GEORGE L. CHAPMAN ------------------------------------------- CHIEF EXECUTIVE OFFICER GEORGE L. CHAPMAN, as Chief Executive Officer of all of the aforementioned entities, has executed this Supplement to Amended and Restated 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 Supplement to Amended and Restated Loan Agreement separately for each of the above named entities. Health Care REIT, Inc. Signature Page to Supplement to Amended and Restated Loan Agreement Dated as of January 30, 2004 KEYBANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT By: /s/ F. Donald Kelly III ------------------------------------- Name: F. Donald Kelly III Title: Vice President Health Care REIT, Inc. Signature Page to Supplement to Amended and Restated Loan Agreement Dated as of January 30, 2004 REVOLVING CREDIT COMMITMENT: $25,000,000 LASALLE BANK NATIONAL ASSOCIATION By: /s/ Robert E. Goeckel ---------------------------- Name: Robert E. Goeckel Title: AVP Lending Office for Base Rate Loans and LIBOR Loans: LaSalle Bank National Association 135 S. LaSalle Street Suite 1225 Chicago, Illinois 60603 Attention: Candy Danckaert Address for Notices: LaSalle Bank National Association 135 S. LaSalle Street Suite 1225 Chicago, Illinois 60603 Attention: Robert Goeckel Telecopier: (312) 904-6691 Health Care REIT, Inc. Signature Page to Supplement to Amended and Restated Loan Agreement Dated as of January 30, 2004 EXHIBIT 1 TO SUPPLEMENT TO AMENDED AND RESTATED LOAN AGREEMENT BY AND AMONG HEALTH CARE REIT, INC. AND CERTAIN OF ITS SUBSIDIARIES, THE BANKS SIGNATORY HERETO AND KEYBANK NATIONAL ASSOCIATION, AS AGENT LIST OF BORROWERS

EXHIBIT A TO SUPPLEMENT TO AMENDED AND RESTATED LOAN AGREEMENT BY AND AMONG HEALTH CARE REIT, INC. AND CERTAIN OF ITS SUBSIDIARIES, THE BANKS SIGNATORY HERETO AND KEYBANK NATIONAL ASSOCIATION, AS AGENT FORM OF LASALLE NOTE $25,000,000.00 DATED: JANUARY 30, 2004 FOR VALUE RECEIVED, each of the undersigned (collectively, the "BORROWERS"), hereby jointly and severally promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION (the "BANK") on the Revolving Credit Commitment Termination Date, the principal sum of TWENTY-FIVE MILLION ($25,000,000.00) DOLLARS, or such lesser amount as shall be equal to the aggregate unpaid principal amount of the Loans outstanding on the close of business on the Revolving Credit Commitment Termination Date made by the Bank to the Borrowers; and to pay interest on the unpaid principal amount of each Loan from the date thereof at the rates per annum and for the periods set forth in or established by the Agreement and calculated as provided therein. All indebtedness outstanding under this Second Substituted Note shall bear interest (computed in the same manner as interest on this Second Substituted Note prior to the relevant due date) at the applicable Post-Default Rate for all periods when an Event of Default has occurred and is continuing, commencing on the occurrence of such Event of Default until such Event of Default has been cured or waived as acknowledged in writing by the Agent, and all of such interest shall be payable on demand. Anything herein to the contrary notwithstanding, the obligation of the Borrowers to make payments of interest shall be subject to the limitation that payments of interest shall not be required to be made to the Bank to the extent that the Bank's receipt thereof would not be permissible under the law or laws applicable to the Bank limiting rates of interest which may be charged or collected by the Bank. Any such payments of interest which are not made as a result of the limitation referred to in the preceding sentence shall be made by the Borrowers to the Bank on the earliest interest payment date or dates on which the receipt thereof would be permissible under the laws applicable to the Bank limiting rates of interest which may be charged or collected by the Bank. Payments of both principal and interest on this Second Substituted Note are to be made to the office of KeyBank National Association, as Agent, at 127 Public Square, Cleveland, Ohio 44114-1306 or such other place as the holder hereof shall designate to the Borrowers in writing, in lawful money of the United States of America in immediately available funds. This Second Substituted Note is one of the Second Substituted Notes referred to in, and is entitled to the benefits of, the Amended and Restated Loan Agreement dated August 23, 2002, as amended by Amendment No. 1 to Amended and Restated Loan Agreement dated of May 15, 2003 by and among the Borrowers, the Banks signatory thereto and the Agent, by Amendment No. 2 to Amended and Restated Loan Agreement dated as of August 26, 2003 by and among the Borrowers, the Banks signatory thereto and the Agent, and by Amendment No. 3 to Amended and Restated Loan Agreement dated as December 19, 2003 by and among the Borrowers, the Banks signatory thereto and the Agent and as supplemented by Supplement to Amended and Restated Loan Agreement dated as of January 30, 2004 by and among the Borrowers, the Bank and the Agent (as so amended and supplemented, and as it may be further amended, modified or supplemented from time to time, the "AGREEMENT"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Agreement. The Bank is hereby authorized by the Borrowers to record on the schedule to this Second Substituted Note (or on a supplemental schedule thereto) the amount of each Loan made by the Bank to the Borrowers and the amount of each payment or repayment of principal of such Loans received by the Bank, it being understood, however, that failure to make any such notation shall not affect the rights of the Bank or the obligations of the Borrowers hereunder in respect of this Second Substituted Note. The Bank may, at its option, record such matters in its internal records rather than on such schedule. Upon the occurrence of any Event of Default, the principal amount and accrued interest on this Second Substituted Note may be declared due and payable in the manner and with the effect provided in the Loan Agreement. The Borrowers shall pay costs and expenses of collection, including, without limitation, attorneys' fees and disbursements in the event that any action, suit or proceeding is brought by the holder hereof to collect this Second Substituted Note. THIS SECOND SUBSTITUTED NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS RULES PERTAINING TO CONFLICTS OF LAWS. [Signatures on Following Page] 2 HEALTH CARE REIT, INC. HCRI PENNSYLVANIA PROPERTIES, 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 NORTH CAROLINA PROPERTIES I, INC. ITS MEMBER HCRI SOUTHERN INVESTMENTS I, INC. HCRI TENNESSEE PROPERTIES, INC. PENNSYLVANIA BCC PROPERTIES, INC. HCRI KENTUCKY PROPERTIES, LLC BY HEALTH CARE REIT, INC. ITS MEMBER HCRI MASSACHUSETTS PROPERTIES TRUST II BY HCRI MASSACHUSETTS PROPERTIES, INC. ITS TRUSTEE HCRI SATYR HILL, LLC BY HEALTH CARE REIT, INC., AS THE MEMBER OF HCRI MARYLAND PROPERTIES, LLC ITS MEMBER HCRI FRIENDSHIP, LLC BY HEALTH CARE REIT, INC., AS THE MEMBER OF HCRI MARYLAND PROPERTIES, LLC ITS MEMBER HCRI ST. CHARLES, LLC BY HEALTH CARE REIT, INC., AS THE MEMBER OF HCRI MARYLAND PROPERTIES, LLC ITS MEMBER [BORROWERS CONTINUED ON FOLLOWING PAGE] 3 HCRI MARYLAND PROPERTIES, LLC BY HEALTH CARE REIT, INC. ITS MEMBER HCRI LAUREL, LLC BY HEALTH CARE REIT, INC., AS THE MEMBER OF HCRI MARYLAND PROPERTIES, LLC ITS MEMBER HCRI NORTH CAROLINA PROPERTIES I, INC. HCRI NORTH CAROLINA PROPERTIES III, LIMITED PARTNERSHIP BY HCRI NORTH CAROLINA PROPERTIES II, INC. ITS GENERAL PARTNER HCRI NORTH CAROLINA PROPERTIES II, INC. HCRI WISCONSIN PROPERTIES, LLC BY HEALTH CARE REIT, INC. ITS MEMBER HCRI MISSISSIPPI PROPERTIES, INC. HCRI ILLINOIS PROPERTIES, LLC BY HEALTH CARE REIT, INC. ITS MEMBER HCRI MISSOURI PROPERTIES, LLC BY HEALTH CARE REIT, INC. ITS MEMBER HCRI SURGICAL PROPERTIES, LLC BY HEALTH CARE REIT, INC. ITS MEMBER HCRI TUCSON PROPERTIES, INC. HCRI INVESTMENTS, INC. HCRI CHICAGO PROPERTIES, INC. BY_____________________________________________ CHIEF EXECUTIVE OFFICER GEORGE L. CHAPMAN, as Chief Executive Officer of all of the aforementioned entities, has executed this Second Substituted Note intending that all entities above named are bound and are to be bound by the one signature as if he had executed this Second Substituted Note separately for each of the above named entities. 4 SCHEDULE A PRINCIPAL PAYMENTS Second Substituted Note dated January 30, 2004 payable to the order of LASALLE BANK NATIONAL ASSOCIATION