EX-10.2



 





EXHIBIT 10.2







 

 








FOURTH 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, BANK OF AMERICA, N.A.,

JPMORGAN CHASE BANK, N.A., CALYON NEW YORK BRANCH,

BARCLAYS BANK PLC AND FIFTH THIRD BANK

AS DOCUMENTATION AGENTS




AUGUST 6, 2007




 

 








KEYBANK NATIONAL ASSOCIATION

AND

DEUTSCHE BANK SECURITIES INC.,

AS JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PAGE
	 
	Article 1. Definitions	 	 	2
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 1.1
	 	Defined Terms
	 	 	2
	 

	 	Section 1.2
	 	GAAP
	 	 	15
	 
	 	 	 	 	 	 	 	 
	Article 2. Revolving Credit Commitments; Revolving Credit Loans	 	 	15
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 2.1
	 	Revolving Credit Loans
	 	 	15
	 

	 	Section 2.2
	 	Notices Relating to Revolving Credit Loans
	 	 	16
	 

	 	Section 2.3
	 	Disbursement of Loan Proceeds
	 	 	16
	 

	 	Section 2.4
	 	Notes
	 	 	17
	 

	 	Section 2.5
	 	Payment of Revolving Credit Loans; Termination of and Voluntary Changes in
Commitments; Mandatory Repayments
	 	 	17
	 

	 	Section 2.6
	 	Interest
	 	 	18
	 

	 	Section 2.7
	 	Fees
	 	 	19
	 

	 	Section 2.8
	 	Use of Proceeds of Loans
	 	 	20
	 

	 	Section 2.9
	 	Computations
	 	 	20
	 

	 	Section 2.10
	 	Minimum Amounts of
Borrowings, Conversions and Repayments
	 	 	20
	 

	 	Section 2.11
	 	Time and Method of Payments
	 	 	20
	 

	 	Section 2.12
	 	Lending Offices
	 	 	21
	 

	 	Section 2.13
	 	Several Obligations
	 	 	21
	 

	 	Section 2.14
	 	Pro Rata Treatment Among Banks
	 	 	21
	 

	 	Section 2.15
	 	Non-Receipt of Funds by the Agent
	 	 	21
	 

	 	Section 2.16
	 	Sharing of Payments and Set-Off Among Banks
	 	 	22
	 

	 	Section 2.17
	 	Conversion of Loans
	 	 	22
	 

	 	Section 2.18
	 	Additional Costs; Capital Requirements
	 	 	22
	 

	 	Section 2.19
	 	Limitation on Types of Loans
	 	 	24
	 

	 	Section 2.20
	 	Illegality
	 	 	24
	 

	 	Section 2.21
	 	Certain Conversions pursuant to Sections 2.18 and 2.20
	 	 	25
	 

	 	Section 2.22
	 	Indemnification
	 	 	25
	 

	 	Section 2.23
	 	Swing Line Loans
	 	 	26
	 

	 	Section 2.24
	 	Extension of Revolving Credit Commitment Termination Date
	 	 	27
	 

	 	Section 2.25
	 	Increase in Total Revolving Credit Commitment
	 	 	28
	 
	 	 	 	 	 	 	 	 
	Article 3. Representations and Warranties	 	 	29
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 3.1
	 	Organization
	 	 	29
	 

	 	Section 3.2
	 	Power, Authority, Consents
	 	 	29
	 

	 	Section 3.3
	 	No Violation of Law or Agreements
	 	 	30
	 

	 	Section 3.4
	 	Due Execution, Validity, Enforceability
	 	 	30
	 

	 	Section 3.5
	 	Title to Properties
	 	 	30
	 

	 	Section 3.6
	 	Judgments, Actions, Proceedings
	 	 	30
	 

	 	Section 3.7
	 	No Defaults, Compliance With Laws
	 	 	30
	 

	 	Section 3.8
	 	Burdensome Documents
	 	 	31
	 

	 	Section 3.9
	 	Financial Statements; Projections
	 	 	31






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PAGE
	 
	 

	 	Section 3.10
	 	Tax Returns
	 	 	31
	 

	 	Section 3.11
	 	Intangible Assets
	 	 	32
	 

	 	Section 3.12
	 	Regulation U
	 	 	32
	 

	 	Section 3.13
	 	Name Changes, Mergers, Acquisitions
	 	 	32
	 

	 	Section 3.14
	 	Full Disclosure
	 	 	32
	 

	 	Section 3.15
	 	Licenses and Approvals
	 	 	32
	 

	 	Section 3.16
	 	ERISA
	 	 	33
	 

	 	Section 3.17
	 	REIT Status
	 	 	33
	 
	 	 	 	 	 	 	 	 
	Article 4. Conditions to the Loans	 	 	33
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 4.1
	 	Conditions to Initial Loan(s)
	 	 	33
	 

	 	Section 4.2
	 	Conditions to Subsequent Loans
	 	 	34
	 
	 	 	 	 	 	 	 	 
	Article 5. Delivery of Financial Reports, Documents and Other Information	 	 	35
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 5.1
	 	Annual Financial Statements
	 	 	35
	 

	 	Section 5.2
	 	Quarterly Financial Statements
	 	 	35
	 

	 	Section 5.3
	 	Compliance Information
	 	 	36
	 

	 	Section 5.4
	 	No Default Certificate
	 	 	36
	 

	 	Section 5.5
	 	Intentionally Omitted
	 	 	36
	 

	 	Section 5.6
	 	Intentionally Omitted
	 	 	36
	 

	 	Section 5.7
	 	Business Plan and Projections
	 	 	36
	 

	 	Section 5.8
	 	Quarterly Facility Reports
	 	 	36
	 

	 	Section 5.9
	 	Accountants’ Reports
	 	 	37
	 

	 	Section 5.10
	 	Copies of Documents
	 	 	37
	 

	 	Section 5.11
	 	Notices of Defaults
	 	 	37
	 

	 	Section 5.12
	 	ERISA Notices and Requests
	 	 	37
	 

	 	Section 5.13
	 	Additional Information
	 	 	38
	 
	 	 	 	 	 	 	 	 
	Article 6. Affirmative Covenants	 	 	38
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 6.1
	 	Books and Records
	 	 	38
	 

	 	Section 6.2
	 	Inspections and Audits
	 	 	38
	 

	 	Section 6.3
	 	Maintenance and Repairs
	 	 	38
	 

	 	Section 6.4
	 	Continuance of Business
	 	 	39
	 

	 	Section 6.5
	 	Copies of Corporate Documents
	 	 	39
	 

	 	Section 6.6
	 	Perform Obligations
	 	 	39
	 

	 	Section 6.7
	 	Notice of Litigation
	 	 	39
	 

	 	Section 6.8
	 	Insurance
	 	 	39
	 

	 	Section 6.9
	 	Financial Covenants
	 	 	40
	 

	 	Section 6.10
	 	Notice of Certain Events
	 	 	40
	 

	 	Section 6.11
	 	Comply with ERISA
	 	 	41
	 

	 	Section 6.12
	 	Environmental Compliance
	 	 	41
	 

	 	Section 6.13
	 	Maintenance of REIT Status
	 	 	41
	 
	 	 	 	 	 	 	 	 
	Article 7. Negative Covenants	 	 	41
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 7.1
	 	Indebtedness
	 	 	41
	 

	 	Section 7.2
	 	Liens
	 	 	42
	 

	 	Section 7.3
	 	Guaranties
	 	 	42






-ii-









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PAGE
	 
	 

	 	Section 7.4
	 	Mergers, Acquisitions
	 	 	43
	 

	 	Section 7.5
	 	Distributions
	 	 	43
	 

	 	Section 7.6
	 	Changes in Structure
	 	 	43
	 

	 	Section 7.7
	 	Disposition of Assets
	 	 	43
	 

	 	Section 7.8
	 	Investments
	 	 	44
	 

	 	Section 7.9
	 	Fiscal Year
	 	 	45
	 

	 	Section 7.10
	 	ERISA Obligations
	 	 	45
	 

	 	Section 7.11
	 	Intentionally Omitted
	 	 	45
	 

	 	Section 7.12
	 	Intentionally Omitted
	 	 	45
	 

	 	Section 7.13
	 	Use of Cash
	 	 	45
	 

	 	Section 7.14
	 	Transactions with Affiliates
	 	 	46
	 

	 	Section 7.15
	 	Hazardous Material
	 	 	46
	 

	 	Section 7.16
	 	Construction Investments
	 	 	46
	 
	 	 	 	 	 	 	 	 
	Article 8. Events of Default	 	 	47
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 8.1
	 	Payments
	 	 	47
	 

	 	Section 8.2
	 	Certain Covenants
	 	 	47
	 

	 	Section 8.3
	 	Other Covenants
	 	 	47
	 

	 	Section 8.4
	 	Other Defaults
	 	 	47
	 

	 	Section 8.5
	 	Representations and Warranties
	 	 	48
	 

	 	Section 8.6
	 	Bankruptcy
	 	 	48
	 

	 	Section 8.7
	 	Judgments
	 	 	48
	 

	 	Section 8.8
	 	ERISA
	 	 	49
	 

	 	Section 8.9
	 	Material Adverse Effect
	 	 	49
	 

	 	Section 8.10
	 	Ownership
	 	 	49
	 

	 	Section 8.11
	 	REIT Status, Etc.
	 	 	49
	 

	 	Section 8.12
	 	Environmental
	 	 	49
	 

	 	Section 8.13
	 	Default by Operator
	 	 	49
	 
	 	 	 	 	 	 	 	 
	Article 9. The Agent	 	 	50
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 9.1
	 	Appointment, Powers and Immunities
	 	 	50
	 

	 	Section 9.2
	 	Reliance by Agent
	 	 	50
	 

	 	Section 9.3
	 	Events of Default
	 	 	50
	 

	 	Section 9.4
	 	Rights as a Bank
	 	 	51
	 

	 	Section 9.5
	 	Indemnification
	 	 	51
	 

	 	Section 9.6
	 	Non-Reliance on Agent and other Banks
	 	 	51
	 

	 	Section 9.7
	 	Failure to Act
	 	 	52
	 

	 	Section 9.8
	 	Resignation or Removal of Agent
	 	 	52
	 

	 	Section 9.9
	 	Sharing of Payments
	 	 	52
	 
	 	 	 	 	 	 	 	 
	Article 10. Miscellaneous Provisions	 	 	53
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 10.1
	 	Fees and Expenses; Indemnity
	 	 	53
	 

	 	Section 10.2
	 	Taxes
	 	 	54
	 

	 	Section 10.3
	 	Payments
	 	 	55
	 

	 	Section 10.4
	 	Survival of Agreements and Representations; Construction
	 	 	55
	 

	 	Section 10.5
	 	Lien on and Set-off of Deposits
	 	 	55
	 

	 	Section 10.6
	 	Modifications, Consents and Waivers; Entire Agreement
	 	 	56






-iii-









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PAGE
	 
	 

	 	Section 10.7
	 	Remedies Cumulative; Counterclaims
	 	 	56
	 

	 	Section 10.8
	 	Further Assurances
	 	 	57
	 

	 	Section 10.9
	 	Notices
	 	 	57
	 

	 	Section 10.10
	 	Counterparts
	 	 	58
	 

	 	Section 10.11
	 	Severability
	 	 	58
	 

	 	Section 10.12
	 	Binding Effect; No Assignment or Delegation by Borrowers
	 	 	59
	 

	 	Section 10.13
	 	Assignments and Participations by Banks
	 	 	59
	 

	 	Section 10.14
	 	Delivery of Tax Forms
	 	 	61
	 

	 	Section 10.15
	 	GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF TRIAL BY JURY
	 	 	61
	 

	 	Section 10.16
	 	Confidentiality
	 	 	62
	 

	 	Section 10.17
	 	USA Patriot Act Notice; Anti-Money Laundering
	 	 	63
	 

	 	Section 10.18
	 	Syndication Agent and Documentation Agents
	 	 	63






	 	 	 
	EXHIBITS:	 	 
	 
	 	 
	1

	 	List of Borrowers
	A-1

	 	Form of Revolving Credit Note
	A-2

	 	Form of Swing Line Note
	B

	 	Form of Assignment and Acceptance
	C

	 	Form of Compliance Certificate






	 	 	 
	SCHEDULES:	 	 
	 
	 	 
	3.1

	 	States of Incorporation and Qualification, and Capitalization of Borrowers and Subsidiaries
	3.2

	 	Consents, Waivers, Approvals; Violation of Agreements
	3.6

	 	Judgments, Actions, Proceedings
	3.7

	 	Defaults; Compliance with Laws, Regulations, Agreements
	3.8

	 	Burdensome Documents
	3.13

	 	Name Changes, Mergers, Acquisitions
	3.16

	 	Employee Benefit Plans
	5.8

	 	Form of Quarterly Facility Report
	7.1

	 	Permitted Indebtedness and Guarantees
	7.2

	 	Permitted Security Interests, Liens and Encumbrances







-iv-









 





FOURTH AMENDED AND RESTATED LOAN AGREEMENT




     AGREEMENT, made this 6th day of August, 2007, 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



     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”);



WITNESSETH:




     WHEREAS, the Borrowers, the Agent, Deutsche Bank Securities Inc., as Syndication Agent, and
UBS Securities LLC, Bank of America, N.A., and JPMorgan Chase Bank, N.A., as Documentation Agents
entered into a certain Third Amended and Restated Loan Agreement dated as of July 26, 2006, as
amended by Amendment No. 1 to Third Amended and Restated Loan Agreement dated as of September 20,
2006 (as so amended, the “Existing Loan Agreement”) with the financial institutions from time to
time party thereto (collectively, the “Existing Lenders”) pursuant to which the Existing Lenders
made certain loans to the Borrowers; and



     WHEREAS, the Borrowers desire to amend and restate the Existing Loan Agreement, in the form
hereof, and the Banks party hereto are willing to so amend and restate the Existing Loan Agreement,
in order to, among other things, provide for a joint and several revolving credit facility from the
Banks to the Borrowers in the aggregate principal amount of up to One Billion One Hundred Fifty
Million ($1,150,000,000) Dollars on the terms and conditions hereinafter set forth;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,
the parties hereto agree to amend and restate the Existing Loan Agreement in its entirety as
follows:



     Article 1. Definitions.



          Section 1.1 Defined Terms.




          As used in this Agreement, the following terms shall have the following meanings:




          “Additional Costs” — as defined in subsection 2.18(b) hereof.




 









 








          “Affected Loans” — as defined in Section 2.21 hereof.




          “Affected Type” — as defined in Section 2.21 hereof.




          “Affiliate” — as to any Person, any other Person that directly or indirectly controls, or is
under common control with, or is controlled by, such Person. As used in this definition, “control”
(including, with its correlative meanings, “controlled by” and “under common control with”) shall
mean possession, directly or indirectly, of power to direct or cause the direction of management or
policies (whether through ownership of securities or partnership or other ownership interests, by
contract or otherwise), provided that, in any event: (a) any Person that owns
directly or indirectly ten (10%) percent or more of the securities having ordinary voting power for
the election of directors or other governing body of a corporation or ten (10%) percent or more of
the partnership or other ownership interests of any other Person (other than as a limited partner
of such other Person) will be deemed to control such corporation or other Person; and (b) each ten
(10%) percent or more shareholder, each director and executive officer of any Borrower shall be
deemed to be an Affiliate of such Borrower.




          “Agency Fee” — as defined in subsection 2.7(c) hereof.




          “Alternate Base Rate” — for any day, a rate per annum (rounded upwards, if necessary, to the
next 1/16th of 1%) equal to the greater of (a) the Base Rate in effect on such day, and (b) 0.5%
plus the Federal Funds Rate in effect on such day.




          “Applicable Margin” — as at any date of determination, with respect to LIBOR Loans and Swing
Line Loans, the applicable percentage per annum set forth below based upon the Ratings in effect on
such date:




	 	 	 	 	 
	 	 	Applicable Margin for
	 	 	LIBOR Loans
	Rating Level	 	and Swing Line Loans
	Level 1

A-/A3 or above
	 	 	0.425	%
	Level 2

BBB+/Baa1
	 	 	0.475	%
	Level 3

BBB/Baa2
	 	 	0.600	%
	Level 4

BBB-/Baa3
	 	 	0.800	%
	Level 5

Lower than Level 4 or No Rating
	 	 	1.050	%






For purposes of the foregoing: (i) if the Ratings established by S&P and Moodys shall fall
within different levels, the Applicable Margin shall be based upon the higher of the two Ratings
unless one of the two Ratings is two or more levels lower than the other, in which case the
Applicable Margin shall be determined by reference to the level that is one above the lower Rating,
and (ii) if any Rating shall be changed (other than as a result of a change in the rating system of
the applicable Rating Agency), such change shall be effective as of the date on which


2









 






it is first announced by the Rating Agency making such change. Each such change in the Applicable
Margin shall apply to all outstanding LIBOR Loans and Swing Line Loans during the period commencing
on the effective date of such change and ending on the date immediately preceding the effective
date of the next such change. If the rating system of any Rating Agency shall change, the parties
hereto shall negotiate in good faith to amend the references to specific ratings in this definition
to reflect such changed rating system.




          “Appraisal” — an appraisal providing an assessment of the fair market value of a Property
(whether appraised on a stand-alone basis or “in bulk” together with similar Properties) which is
independently and impartially prepared by an MAI appraiser having substantial experience in the
appraisal of health care facilities and conforming to Uniform Standards of Professional Appraisal
Practice adopted by the Appraisal Standards Board of the Appraisal Foundation.




          “Appraised Value” — with respect to any Facility, the value of such Facility reflected in the
most recent Appraisal prepared with respect to such Facility.




          “Arrangement Fee” — as defined in subsection 2.7(c) hereof.




          “Assessment Rate” — at any time, the rate (rounded upwards, if necessary, to the nearest 1/100
of one (1%) percent) then charged by the Federal Deposit Insurance Corporation (or any successor)
to the Agent for deposit insurance for Dollar time deposits with the Agent at its Principal Office.




          “Assignment and Acceptance” — an agreement in the form of Exhibit B hereto.




          “Bank(s)” — the meaning specified in the introductory paragraph hereto and, as the context
requires, includes each Swing Line Bank.




          “Base Rate” — the interest rate established from time to time by the Agent as its base rate at
the Principal Office. Notwithstanding the foregoing, the Borrowers acknowledge that the Agent may
regularly make domestic commercial loans at rates of interest less than the rate of interest
referred to in the preceding sentence. Each change in any interest rate provided for herein based
upon the Base Rate resulting from a change in the Base Rate shall take effect at the time of such
change in the Base Rate.




          “Base Rate Loans” — Loans that bear interest at a rate based upon the Alternate Base Rate.




          “Borrowing Notice” — as applicable, (i) a written notice with respect to each termination or
reduction of the Revolving Credit Commitments, each borrowing, conversion, repayment and prepayment
of each Revolving Credit Loan and of the duration of each Interest Period applicable to each LIBOR
Loan, and (ii) a written notice with respect to each borrowing and repayment of each Swing Line
Loan.




          “Business Day” — any day other than Saturday, Sunday or any other day on which commercial
banks in the States of Ohio or New York are authorized or required to close under the laws of such
States.




3









 








          “Capital Expenditures” — for any period, the aggregate amount of all payments made or to be
made during such period by any Person directly or indirectly for the purpose of acquiring,
constructing or maintaining fixed assets, real property or equipment that, in accordance with GAAP,
would be added as a debit to the fixed asset account of such Person, including, without limitation,
all amounts paid or payable during such period with respect to Capitalized Lease Obligations and
interest that are required to be capitalized in accordance with GAAP.




          “Capitalized Lease” — any lease, the obligations to pay rent or other amounts under which
constitute Capitalized Lease Obligations.




          “Capitalized Lease Obligations” — as to any Person, the obligations of such Person to pay rent
or other amounts under a lease of (or other agreement conveying the right to use) real and/or
personal property which obligations are required to be classified and accounted for as a capital
lease on a balance sheet of such Person under GAAP and, for purposes of this Agreement, the amount
of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.




          “Cash” — as to any Person, such Person’s cash and cash equivalents, as defined in accordance
with GAAP consistently applied.




          “CERCLA” — the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42
U.S.C. §9601, et seq.




          “Code” — the Internal Revenue Code of 1986, as it may be amended from time to time, and the
regulations promulgated thereunder.




          “Commitment Increase” — as defined in subsection 2.25(a) hereof.




          “Compliance Certificate” — a certificate in the form of Exhibit C annexed hereto, executed by
the chief executive officer or chief financial officer of HCRI to the effect that: (a) as of the
effective date of the certificate, no Default or Event of Default under this Agreement exists or
would exist after giving effect to the action intended to be taken by the Borrowers as described in
such certificate, including, without limitation, that the covenants set forth in Section 6.9 hereof
would not be breached after giving effect to such action, together with a calculation in reasonable
detail, and in form and substance satisfactory to the Agent, of such compliance, and (b) the
representations and warranties contained in Article 3 hereof are true and with the same effect as
though such representations and warranties were made on the date of such certificate, except for
changes in the ordinary course of business none of which, either singly or in the aggregate, have
had a Material Adverse Effect.




          “Consolidated Total Assets” — on any date, the consolidated total assets of HCRI and its
Subsidiaries, as such amount would appear on a consolidated balance sheet of HCRI prepared as of
such date in accordance with GAAP.




          “Construction Investments” — financing extended by HCRI with respect to a Facility which is
under construction i.e., has not received a certificate of occupancy and the




4









 







Borrower(s) conditions for conversion to permanent financing for the Facility have not been
satisfied.




          “Controlled Group” — all members of a controlled group of corporations and all trades or
businesses (whether or not incorporated) under common control which, together with HCRI, are
treated as a single employer under Section 414(b), 414(c) or 414(m) of the Code and Section
4001(a)(2) of ERISA.




          “Credit Period” — the period commencing on the date of this Agreement and ending on the
Revolving Credit Commitment Termination Date.




          “DBSI” — Deutsche Bank Securities Inc., a Delaware corporation.




          “Debt Instrument” — as defined in subsection 8.4(a) hereof.




          “Default” — an event which with notice or lapse of time, or both, would constitute an Event of
Default.




          “Disposition” — the sale, lease, conveyance, transfer or other disposition of any Facility
(whether in one or a series of transactions), including accounts and notes receivable (with or
without recourse) and sale-leaseback transactions.




          “Dollars” and “$” — lawful money of the United States of America.




          “EBITDA” — for any period, with respect to HCRI on a consolidated basis, determined in
accordance with GAAP, the sum of net income (or net loss) for such period plus, the sum of
all amounts treated as expenses for: (a) interest, (b) depreciation, (c) amortization, including,
but not limited to, amortization of loan expenses and stock-based compensation, (d) all accrued
taxes on or measured by income to the extent included in the determination of such net income (or
net loss), (e) provision for loan losses, and (f) losses on extinguishment of debt, minus
gains on extinguishment of debt, provided, however, that net income (or net loss) shall be computed
without giving effect to extraordinary losses or gains.




          “Eligible Assignee” — a commercial bank or other financial institution having a combined
capital and surplus of at least One Hundred Million ($100,000,000) Dollars.




          “Employee Benefit Plan” — any employee benefit plan within the meaning of Section 3(3) of
ERISA which is subject to ERISA and (a) is maintained for employees of HCRI, or (b) with respect to
which any Loan Party has any liability.




          “Environmental Laws and Regulations” — all federal, state and local environmental laws,
regulations, ordinances, orders, judgments and decrees applicable to the Borrowers or any other
Loan Party, or any of their respective assets or properties.




          “Environmental Liability” — any liability under any applicable Environmental Laws and
Regulations for any disposal, release or threatened release of a hazardous substance pollutant or
contaminant as those terms are defined under CERCLA, and any liability which would require a
removal, remedial or response action, as those terms are defined under CERCLA, by any person or by
any environmental regulatory body having jurisdiction over HCRI and its Subsidiaries and/or any
liability arising under any Environmental Laws and




5









 







Regulations for HCRI’s or any Subsidiary’s failure to comply with such laws and regulations,
including without limitation, the failure to comply with or obtain any applicable environmental
permit.




          “Environmental Proceeding” — any judgment, action, proceeding or investigation pending before
any court or governmental authority, with respect to HCRI or any Subsidiary and arising under or
relating to any Environmental Laws and Regulations.




          “ERISA” — the Employee Retirement Income Security Act of 1974, as it may be amended from time
to time, and the regulations promulgated thereunder.




          “ERISA Affiliate” — as applied to any Loan Party, any corporation, person or trade or business
which is a member of a group which is under common control with any Loan Party, who together with
any Loan Party, is treated as a single employer within the meaning of Section 414(b) — (o) of the
Code and, if applicable, Section 4001(a)(14) and (b) of ERISA.




          “Event of Default” — as defined in Article 8 hereof.




          “Facility” — (a) a health care facility offering health care-related products and services,
including but not limited to any acute care hospital, rehabilitation hospital, nursing facility,
assisted living facility, retirement center, long-term care facility, out-patient diagnostic
facility or medical office building, and related or ancillary facilities, services and products,
and (b) housing intended to be occupied primarily by persons over the age of 55 and related or
ancillary facilities, services and products.




          “Facility Fee” — as defined in subsection 2.7(b) hereof.




          “Facility Fee Percentage” — as at the last day of any fiscal quarter, the applicable
percentage per annum set forth below based upon the Ratings in effect on such date:




	 	 	 	 	 
	Rating Level	 	Facility Fee Percentage
	Level 1

A-/A3 or above
	 	 	0.125	%
	Level 2

BBB+/Baa1
	 	 	0.125	%
	Level 3

BBB/Baa2
	 	 	0.150	%
	Level 4

BBB-/Baa3
	 	 	0.150	%
	Level 5

Lower than Level 4 or No Rating
	 	 	0.250	%







For purposes of the foregoing: (i) if the Ratings established by S&P and Moody’s shall fall
within different levels, the Facility Fee Percentage shall be based upon the higher of the two
Ratings unless one of the two Ratings is two or more levels lower than the other, in which case the
Facility Fee Percentage shall be determined by reference to the level that is one above the lower
Rating, and (ii) if any Rating shall be changed (other than as a result of a change in the


6









 






rating system of the applicable Rating Agency), such change shall be effective as of the date on
which it is first announced by the Rating Agency making such change. Each such change with respect
to the Borrowers shall apply at any time during the period commencing on the effective date of such
change and ending on the date immediately preceding the effective date of the next such change. If
the rating system of any Rating Agency shall change, the parties hereto shall negotiate in good
faith to amend the references to specific ratings in this definition to reflect such changed rating
system.




          “Federal Funds Rate” — for any day, the weighted average of the rates on overnight federal
funds transactions with member banks of the Federal Reserve System arranged by federal funds
brokers as published by the Federal Reserve Bank of New York for such day, or if such day is not a
Business Day, for the next preceding Business Day (or, if such rate is not so published for any
such day, the average rate charged to the Agent on such day on such transactions as reasonably
determined by the Agent).




          “Fee(s)” — as defined in subsection 2.7(d) hereof.




          “Financial Statements” — with respect to HCRI, its audited Consolidated Balance Sheet as at
December 31, 2006, together with the related audited Consolidated Income Statement and Statement of
Changes in Cash Flow for the fiscal year then ended.




          “Fixed Charge Coverage” — as at the last day of any fiscal quarter, the quotient, expressed as
a percentage (which may be in excess of 100%), determined by dividing EBITDA by Fixed Charges; all
of the foregoing calculated by reference to the immediately preceding four (4) fiscal quarters of
the Borrowers ending on such date of determination.




          “Fixed Charges” — for any period, with respect to HCRI on a consolidated basis, the sum of,
without duplication, (a) Interest Expense, plus (b) scheduled principal payments on Funded
Indebtedness (excluding any balloon or final payment other than the final payment with respect to a
loan that is fully amortized over its term) during the applicable period, plus (c) dividends and
distributions in respect of preferred stock (but excluding redemption payments or charges in
connection with the redemption of preferred stock), in each case determined in accordance with
GAAP.




          “Funded Indebtedness” — as of any date of determination thereof, (i) all Indebtedness of any
Person, determined in accordance with GAAP, which by its terms matures more than one year after the
date of calculation, and any such Indebtedness maturing within one year from such date which is
renewable or extendable at the option of the obligor to a date more than one year from such date,
including, in any event, the Revolving Credit Loans, and (ii) the current portion of all such
Indebtedness.




          “GAAP” — generally accepted accounting principles in the United States in effect from time to
time.




          “Hazardous Materials” — any toxic chemical, hazardous substances, contaminants or pollutants,
medical wastes, infectious wastes, or hazardous wastes which have not been remediated in accordance
with applicable Environmental Laws and Regulations.




7









 








          “HCRI” — Health Care REIT, Inc., a Delaware corporation.




          “Healthcare Assets” — as of any date as of which the amount thereof is to be determined, the
aggregate amount equal to the sum of:




          (i) the lesser of the Appraised Value or purchase price of each Facility owned entirely by a
Borrower and leased to an Operator; plus




          (ii) the lesser of the Appraised Value of any Facility encumbered by a Mortgage or the
outstanding principal amount of the Mortgage which encumbers any such Facility.




          “Increase Request” — as defined in subsection 2.25(a) hereof.




          “Incremental Lender” — as defined in subsection 2.25(b) hereof.




          “Indebtedness” — with respect to any Person, all: (a) liabilities or obligations, direct and
contingent, which in accordance with GAAP would be included in determining total liabilities as
shown on the liability side of a balance sheet of such Person at the date as of which Indebtedness
is to be determined, including, without limitation, contingent liabilities that in accordance with
such principles, would be set forth in a specific Dollar amount on the liability side of such
balance sheet, and Capitalized Lease Obligations of such Person; (b) liabilities or obligations of
others for which such Person is directly or indirectly liable, by way of guaranty (whether by
direct guaranty, suretyship, discount, endorsement, take-or-pay agreement, agreement to purchase or
advance or keep in funds or other agreement having the effect of a guaranty) or otherwise; (c)
liabilities or obligations secured by Liens on any assets of such Person, whether or not such
liabilities or obligations shall have been assumed by it; (d) liabilities or obligations of such
Person, direct or contingent, with respect to letters of credit issued for the account of such
Person and bankers acceptances created for such Person, and (e) monetary obligations of such Person
under a so-called synthetic lease, off-balance sheet or tax retention lease or under an agreement
for the use or possession of property creating obligations that do not appear on the balance sheet
of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized
as the indebtedness of such Person (without regard to accounting treatment).




          “Interest Expense” — for any period, on a combined basis, the sum of all interest paid or
payable (excluding unamortized debt issuance costs) on all items of Indebtedness of the Borrowers
outstanding at any time during such period.




          “Interest Period” — with respect to any LIBOR Loan, each period commencing on the date such
Loan is made or converted from a Loan or Loans of another Type into a LIBOR Loan, or the last day
of the next preceding Interest Period with respect to such Loan, and ending on the same day 1, 2, 3
or 6 months thereafter, as the Borrowers may select as provided in Section 2.2 hereof, except that
each such Interest Period which commences on the last LIBOR Business Day of a calendar month (or on
any day for which there is no numerically corresponding day in the appropriate subsequent calendar
month) shall end on the last LIBOR Business Day of the appropriate subsequent calendar month.




8









 







Notwithstanding the foregoing: (a) each Interest Period that would otherwise end on a day which is
not a LIBOR Business Day shall end on the next succeeding LIBOR Business Day (or, if such next
succeeding LIBOR Business Day falls in the next succeeding calendar month, on the next preceding
LIBOR Business Day); (b) no more than seven (7) Interest Periods for LIBOR Loans shall be in effect
at the same time; (c) any Interest Period that commences before the Revolving Credit Commitment
Termination Date shall end no later than the Revolving Credit Commitment Termination Date; and (d)
notwithstanding clause (c) above, no Interest Period shall have a duration of less than one month.
In the event that the Borrowers fail to select the duration of any Interest Period for any LIBOR
Loan within the time period and otherwise as provided in Section 2.2 hereof, such LIBOR Loans will
be automatically converted into a Base Rate Loan on the last day of the preceding Interest Period
for such LIBOR Loan.




          “Interest Rate Contracts” — interest rate swap agreements, interest rate cap agreements,
interest rate collar agreements, interest rate insurance and other agreements or arrangements
designed to provide protection against fluctuation in interest rates, in each case, in form and
substance satisfactory to the Agent and, in each case, with counter-parties satisfactory to the
Agent.




          “Investment” — a Facility or a Mortgage, individually or collectively, as the case may be.




          “Latest Balance Sheet” — as defined in subsection 3.9(a) hereof.




          “Lease Rental Expense” — for any period and with respect to any Facility, the total amount
payable during such period by the lessee of such Facility to any Borrower, including, without
limitation, (a) base rent (as adjusted from time to time), plus (b) all incremental charges to
which the Facility is subject under the lease relating thereto.




          “Lending Office” — with respect to each Bank, with respect to each Type of Loan, the Lending
Office as designated for such Type of Loan below its name on the signature pages hereof or such
other office of such Bank or of an affiliate of such Bank as it may from time to time specify to
the Agent and the Borrowers as the office at which its Loans of such Type are to be made and
maintained.




          “Leverage Ratio” — as defined in subsection 6.9(a) hereof.




          “LIBOR Base Rate” — with respect to any LIBOR Loan, for any Interest Period therefor, the rate
per annum, calculated to five decimal points, appearing on the Screen at approximately 11:00 a.m.
London time (or as soon thereafter as practicable) two (2) LIBOR Business Days prior to the first
day of such Interest Period, as “LIBOR” for deposits denominated in Dollars with a maturity
comparable to such Interest Period. In the case of any borrowing of a LIBOR Loan where such rate
is not available at such time in accordance with the preceding sentence, then the LIBOR Base Rate
with respect to any such borrowing for such Interest Period shall be the rate at which Dollar
deposits for a maturity comparable to such Interest Period are offered by the principal office of a
leading bank in the London interbank market as selected by the Agent at approximately 11:00 a.m.
London time (or as soon thereafter as practicable) two (2) LIBOR Business Days prior to the first
day of such Interest Period.




9









 








          “LIBOR Business Day” — a Business Day on which dealings in Dollar deposits are carried out in
the London interbank market.




          “LIBOR Loan(s)” — any Loan the interest on which is determined on the basis of rates referred
to in the definition of “LIBOR Rate” in this Article 1.




          “LIBOR Rate” — for any LIBOR Loan for any Interest Period therefor, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of one (1%) percent) determined by the Agent
to be equal to: (a) the LIBOR Base Rate for such Loan for such Interest Period; divided
by (b) one (1) minus the Reserve Requirement for such Loan for such Interest
Period. The Agent shall use its best efforts to advise the Borrowers of the LIBOR Rate as soon as
practicable after each change in the LIBOR Rate; provided, however, that the
failure of the Agent to so advise the Borrowers on any one or more occasions shall not affect the
rights of the Banks or the Agent or the obligations of the Borrowers hereunder.




          “Lien” — any mortgage, deed of trust, pledge, security interest, encumbrance, lien, claim or
charge of any kind (including any agreement to give any of the foregoing), any conditional sale or
other title retention agreement, any lease in the nature of any of the foregoing, and the filing of
or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction.




          “Loan(s)” — Revolving Credit Loans or Swing Line Loans, as applicable. Loans of different
Types made or converted from Loans of other Types on the same day (or of the same Type but having
different Interest Periods) shall be deemed to be separate Loans for all purposes of this
Agreement.




          “Loan Documents” — this Agreement, the Notes, Interest Rate Contracts and all other documents
executed and delivered in connection herewith or therewith, including all amendments, modifications
and supplements of or to all such documents.




          “Loan Party” — each Borrower and any other Person (other than the Banks and the Agent) which
now or hereafter executes and delivers to any Bank or the Agent any Loan Document.




          “Material Adverse Effect” — any fact or circumstance which (a) materially and adversely
affects the business, operation, property or financial condition of the Borrowers taken as a whole,
or (b) has a material adverse effect on the ability of the Borrowers to perform their respective
obligations under this Agreement, the Notes or the other Loan Documents.




          “Moody’s” — Moody’s Investors Service, Inc.




          “Mortgage(s)” — mortgages of real property constituting a Facility for which any Borrower is
the sole mortgagee.




          “Mortgage Expense” — for any period and with respect to any Facility, the total amount payable
during such period by the mortgagor of such Facility to any Borrower, including, without
limitation, (a) interest and principal (as adjusted from time to time) plus (b) all incremental
charges to which the Facility is subject under the mortgage.




10









 








          “Multiemployer Plan” — a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to
which any Loan Party or any ERISA Affiliate is making, or is accruing an obligation to make,
contributions or has made, or been obligated to make, contributions within the preceding six (6)
years.




          “Net Issuance Proceeds” — in respect of any issuance of Indebtedness or equity, the proceeds
in Cash received by HCRI or any of its Subsidiaries upon or simultaneously with such issuance, net
of direct costs of such issuance and any taxes paid or payable by the recipient of such proceeds.




          “New Lender” — as defined in subsection 2.25(a) hereof.




          “New Type Loans” — as defined in Section 2.21 hereof.




          “Note(s)” — a Revolving Credit Note or a Swing Line Note, as the case may be.




          “Obligations” — collectively, all of the indebtedness, liabilities and obligations of the
Borrowers to the Banks and the Agent, whether now existing or hereafter arising, whether or not
currently contemplated, including, without limitation, those arising under the Loan Documents.




          “Operator” — (a) the lessee of any Facility owned or leased by a Borrower, and (b) the
mortgagor of a Facility which is subject to a Mortgage to the extent that such entity controls the
operation of the Facility.




          “Operator Interest Expense” — for any period, the sum of all interest on, and all amortization
of debt discount and expenses on, all Indebtedness of an Operator outstanding at any time during
such period but excluding any amounts which constitute Mortgage Expense.




          “Origination Fee” — as defined in subsection 2.7(a) hereof.




          “Payor” — as defined in Section 2.15 hereof.




          “PBGC” — Pension Benefit Guaranty Corporation.




          “Permitted Liens” — as to any Person: (a) pledges or deposits by such Person under workers’
compensation laws, unemployment insurance laws, social security laws, or similar legislation, or
good faith deposits in connection with bids, tenders, contracts (other than for the payment of
Indebtedness of such Person), or leases to which such Person is a party, or deposits to secure
public or statutory obligations of such Person or deposits of Cash or United States Government
Bonds to secure surety, appeal, performance or other similar bonds to which such Person is a party,
or deposits as security for contested taxes or import duties or for the payment of rent; (b) Liens
imposed by law, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens, or Liens
arising out of judgments or awards against such Person with respect to which such Person at the
time shall currently be prosecuting an appeal or proceedings for review; (c) Liens for taxes not
yet subject to penalties for non-payment and Liens for taxes the payment of which is being
contested as permitted by Section 6.6 hereof; (d) minor survey exceptions, minor encumbrances,
easements or reservations of, or rights of, others for rights of

11









 








way, highways and railroad crossings, sewers, electric lines, telegraph and telephone lines
and other similar purposes, or zoning or other restrictions as to the use of real properties; and
(e) Liens incidental to the conduct of the business of such Person or to the ownership of such
Person’s property that were not incurred in connection with Indebtedness of such Person, all of
which Liens referred to in this clause (e) do not in the aggregate materially impair the value of
the properties to which they relate or materially impair their use in the operation of the business
taken as a whole of such Person, and as to all the foregoing only to the extent arising and
continuing in the ordinary course of business.




          “Person” — an individual, a corporation, a limited liability company, a partnership, a joint
venture, a trust or unincorporated organization, a joint stock company or other similar
organization, a government or any political subdivision thereof, a court, or any other legal
entity, whether acting in an individual, fiduciary or other capacity.




          “Plan” — at any time an employee pension benefit plan that is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Code and is either: (a)
maintained by HCRI or any member of the Controlled Group for employees of HCRI, or by HCRI for any
other member of such Controlled Group, or (b) maintained pursuant to a collective bargaining
agreement or any other arrangement under which more than one employer makes contributions and to
which HCRI or any member of the Controlled Group is then making or accruing an obligation to make
contributions or has within the preceding five plan years made contributions.




          “Post-Default Rate” — (a) in respect of any Loans, a rate per annum equal to: (i) if such
Loans are Base Rate Loans, two (2%) percent above the Alternate Base Rate as in effect from time to
time for Base Rate Loans, or (ii) if such Loans are LIBOR Loans, two (2%) percent above the rate of
interest in effect thereon at the time of the Event of Default that resulted in the Post-Default
Rate being instituted until the end of the then current Interest Period therefor and, thereafter,
two (2%) above the Alternate Base Rate as in effect from time to time; and (b) in respect of other
amounts payable by the Borrowers hereunder (other than interest), equal to two (2%) above the
Alternate Base Rate as in effect from time to time.




          “Principal Office” — the principal office of the Agent presently located at 127 Public Square,
Cleveland, Ohio 44114-1306.




          “Projections” — the projections relating to HCRI and its Subsidiaries for the three (3) year
period 2007-2009, including balance sheets, statements of operations and cash flows (together with
related assumptions) as furnished by HCRI to the Agent.




          “Property” — any estate or interest in any kind of property or asset, whether real, personal
or mixed, and whether tangible or intangible.




          “Proposed Lender” — as defined in subsection 2.25(a) hereof.




          “Quarterly Dates” — the first day of each March, June, September and December, the first of
which shall be the first such day after the date of this Agreement, provided that,
if any such date is not a LIBOR Business Day, the relevant Quarterly Date shall be the next
succeeding LIBOR Business Day (or, if the next succeeding LIBOR Business Day falls in the next
succeeding calendar month, then on the next preceding LIBOR Business Day).




12









 








          “Ratings” — shall mean the ratings from time to time established by the Rating Agencies for
senior, unsecured, non-credit enhanced long-term debt of HCRI.




          “Ratings Agencies” — Moody’s and S&P.




          “Regulation D” — Regulation D of the Board of Governors of the Federal Reserve System, as the
same may be amended or supplemented from time to time.




          “Regulatory Change” — as to any Bank, any change after the date of this Agreement in United
States federal, or state, or foreign, laws or regulations (including Regulation D and the laws or
regulations that designate any assessment rate relating to certificates of deposit or otherwise
(including the “Assessment Rate” if applicable to any Loan)) or the adoption or making after such
date of any interpretations, directives or requests applying to a class of banks, including such
Bank, of or under any United States federal, or state, or foreign laws or regulations (whether or
not having the force of law) by any court or governmental or monetary authority charged with the
interpretation or administration thereof.




          “REIT Status” — with respect to any Person, (a) the qualification of such Person as a real
estate investment trust under Sections 856 through 860 of the Code, and (b) the applicability to
such Person and its shareholders of the method of taxation provided for in Sections 857 et
seq. of the Code.




          “Required Banks” — at any time, any combination of Banks having more than 50% of the Total
Revolving Credit Commitment hereunder, or if the Total Revolving Credit Commitment has been
terminated at such time, any combination of Banks having more than 50% of the aggregate principal
amount of Revolving Credit Loans then outstanding.




          “Required Payment” — as defined in Section 2.15 hereof.




          “Reserve Requirement” — for any LIBOR Loans for any quarterly period (or, as the case may be,
shorter period) as to which interest is payable hereunder, the average maximum rate at which
reserves (including any marginal, supplemental or emergency reserves) are required to be maintained
during such period under Regulation D by member banks of the Federal Reserve System in New York
City with deposits exceeding One Billion ($1,000,000,000) Dollars against “Eurocurrency
liabilities” (as such term is used in Regulation D). Without limiting the effect of the foregoing,
the Reserve Requirement shall reflect any other reserves required to be maintained by such member
banks by reason of any Regulatory Change against: (a) any category of liabilities which includes
deposits by references to which the LIBOR Rate for LIBOR Loans is to be determined as provided in
the definition of “LIBOR Base Rate” in this Article 1, or (b) any category of extensions of credit
or other assets which include LIBOR Loans.




          “Revolving Credit Commitment” — as to each Bank, the obligation of such Bank to make Revolving
Credit Loans in the aggregate amount set forth opposite such Bank’s name on the signature pages
hereof under the caption “Revolving Credit Commitment” as such amount is subject to reduction in
accordance with the terms hereof.




13









 








          “Revolving Credit Commitment Termination Date” — August 5, 2011, or any later date
established in accordance with Section 2.24 hereof.




          “Revolving Credit Loan(s)” — as defined in Section 2.1 hereof.




          “Revolving Credit Note(s)” — as defined in Section 2.4(a) hereof.




          “Revolving Exposure” — with respect to any Bank as of any date, the sum as of such date of (i)
the outstanding principal balance of such Bank’s Revolving Credit Loans, plus (ii) such Bank’s
Swing Line Exposure.




          “Revolving Percentage” — as of any date and with respect to each Bank, the percentage equal to
a fraction (i) the numerator of which is the Revolving Credit Commitment of such Bank on such date
(or, if there are no Revolving Credit Commitments on such date, on the last date upon which one or
more Revolving Credit Commitments were in effect), and (ii) the denominator of which is Total
Revolving Credit Commitment on such date (or, if there are no Revolving Credit Commitments on such
date, on the last date upon which one or more Revolving Credit Commitments were in effect).




          “S&P”
— Standard and Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc.




          “Screen” — the relevant display page for LIBOR on the Reuter Monitor Money Rates Service,
provided that if the Agent determines that there is no such relevant display page for LIBOR,
“Screen” shall mean the relevant display page for LIBOR on the Dow Jones Market Service.




          “Subsidiary” — with respect to any Person, any corporation, partnership, joint venture or
other entity, whether now existing or hereafter organized or acquired: (a) in the case of a
corporation, of which a majority of the securities having ordinary voting power for the election of
directors (other than securities having such power only by reason of the happening of a
contingency) are at the time owned by such Person and/or one or more Subsidiaries of such Person,
(b) in the case of a partnership or other entity, in which such Person is a general partner or of
which a majority of the partnership or other equity interests are at the time owned by such Person
and/or one or more of its Subsidiaries, or (c) in the case of a joint venture, in which such Person
is a joint venturer and of which a majority of the ownership interests are at the time owned by
such Person and/or one or more of its Subsidiaries. Unless the context otherwise requires,
references in this Agreement to “Subsidiary” or “Subsidiaries” shall be deemed to be references to
a Subsidiary or Subsidiaries of HCRI.




          “Swing Line Commitment” — the Swing Line Banks’ undertaking pursuant hereto to make Swing
Line Loans in an aggregate amount up to $40,000,000. The Swing Line Commitment is part of, and not
in addition to, the Total Revolving Credit Commitments.




          “Swing Line Exposure” — in respect of any Bank at any time, an amount equal to the aggregate
outstanding principal amount of the Swing Line Loans at such time multiplied by such Bank’s
Revolving Percentage at such time.




14









 








          “Swing Line Bank(s)” — KeyBank National Association and Fifth Third Bank, or any successor
swing line lender hereunder.




          “Swing Line Loan(s)” — as defined in Section 2.23(a) hereof.




          “Swing Line Note(s)” — as defined in Section 2.4(b) hereof.




          “Swing Line Participation Amount” — as defined in Section 2.23(d) hereof.




          “Tangible Net Worth” — the sum of capital surplus, earned surplus and capital stock,
minus deferred charges, intangibles and treasury stock, all as determined in accordance
with GAAP consistently applied.




          “Total Revolving Credit Commitment” — the aggregate obligation of the Banks to make Revolving
Credit Loans hereunder up to the aggregate amount of One Billion One Hundred Fifty Million
($1,150,000,000) Dollars.




          “Total Revolving Exposure” — at any time, the sum at such time of (i) the outstanding
principal balance of the Revolving Credit Loans of all Banks, plus (ii) the outstanding principal
balance of the Swing Line Loans.




          “Type” — refers to the characteristics of a Loan as a Base Rate Loan or a LIBOR Loan for a
particular Interest Period. All Base Rate Loans are of the same Type. All LIBOR Loans with
identical interest rates and Interest Periods are of the same Type. All other Loans are of
different Types. Interest Periods are identical if they begin and end on the same days.




          “Unencumbered Assets” — on any date, net real estate investments (valued on a book basis) of
the Borrowers that are not subject to any Lien which secures indebtedness for borrowed money of any
of the Borrowers plus, without duplication, loan loss reserves relating thereto, accumulated
depreciation thereon plus Cash, as all such amounts would appear on a consolidated balance sheet of
HCRI prepared as of such date in accordance with GAAP.




          Section 1.2 GAAP. 




          Any accounting terms used in this Agreement that are not specifically defined herein shall
have the meanings customarily given to them in accordance with GAAP as in effect on the date of
this Agreement, except that references in Article 5 to such principles shall be deemed to refer to
such principles as in effect on the date of the financial statements delivered pursuant thereto.




     Article 2. Revolving Credit Commitments; Revolving Credit Loans.



          Section 2.1 Revolving Credit Loans.




          Each Bank hereby severally agrees, on the terms and subject to the conditions of this
Agreement, to make loans (individually a “Revolving Credit Loan” and, collectively, the “Revolving
Credit Loans”) to the Borrowers during the Credit Period to and including the Revolving Credit
Commitment Termination Date in an aggregate principal amount at any one


15









 







time outstanding up to, but not exceeding, an amount that will not result in such Bank’s
Revolving Exposure exceeding the Revolving Credit Commitment of such Bank as then in effect;
provided, that the Total Revolving Exposure shall not exceed the Total Revolving
Credit Commitment as then in effect. Subject to the terms of this Agreement, during the Credit
Period the Borrowers may borrow, repay and reborrow Revolving Credit Loans. The Borrowers hereby
acknowledge and agree that all of the Obligations hereunder shall be the joint and several
obligations of the Borrowers.



          Section 2.2 Notices Relating to Revolving Credit Loans.



          The Borrowers shall give the Agent written notice of each termination or reduction of the
Revolving Credit Commitments, each borrowing, conversion, repayment and prepayment of each
Revolving Credit Loan and of the duration of each Interest Period applicable to each LIBOR Loan.
Each such Borrowing Notice shall be irrevocable and shall be effective only if received by the
Agent not later than 1:00 p.m. (Cleveland, Ohio time) on the date that is:




               (a) In the case of each notice of termination or reduction of the Revolving Credit
Commitments, five (5) Business Days prior to the date of the related termination or reduction;



               (b) In the case of each notice of borrowing and repayment of, or conversion into, Base Rate
Loans, one (1) Business Day prior to the date of the related borrowing or repayment or conversion;
and



               (c) In the case of each notice of borrowing or repayment of, or conversion into, LIBOR Loans,
or the duration of an Interest Period for LIBOR Loans, two (2) LIBOR Business Days prior to the
date of the related borrowing, repayment or conversion or the first day of such Interest Period.



          Each such notice of termination or reduction shall specify the amount thereof. Each such
notice of borrowing, conversion, repayment or prepayment shall specify the amount (subject to
Section 2.1 hereof) and Type of Loans to be borrowed, converted, repaid or prepaid (and, in the
case of a conversion, the Type of Loans to result from such conversion), the date of borrowing,
conversion, repayment or prepayment (which shall be: (i) a Business Day in the case of each
borrowing or repayment of Base Rate Loans, and (ii) a LIBOR Business Day in the case of each
borrowing, prepayment, or repayment of LIBOR Loans and each conversion of or into a LIBOR Loan).
Each such notice of the duration of an Interest Period shall specify the Loans to which such
Interest Period is to relate. The Agent shall notify the Banks of the content of each such
Borrowing Notice promptly after its receipt thereof.




          Section 2.3 Disbursement of Loan Proceeds.




          The Borrowers shall give the Agent notice of each borrowing hereunder as provided in Section
2.2 hereof and the Agent shall promptly notify the Banks thereof. Not later than 1:00 p.m.
(Cleveland, Ohio time) on the date specified for each borrowing hereunder, each Bank shall transfer
to the Agent, by wire transfer or otherwise, but in any event in immediately available funds, the
amount of the Loan to be made by it on such date, and the Agent, upon its receipt thereof, upon
compliance with the requirements of Section 4.1 and 4.2, as applicable,





16









 




shall disburse such sum to the Borrowers by depositing the amount thereof in an account of the
Borrowers, or any of them, designated by the Borrowers maintained with the Agent.




          Section 2.4 Notes.




               (a) The Revolving Credit Loans made by each Bank shall be evidenced by a single joint and
several promissory note of the Borrowers in substantially the form of Exhibit A-1 hereto (each, a
“Revolving Credit Note” and collectively, the “Revolving Credit Notes”). Each Revolving Credit
Note shall be dated the date hereof, shall be payable to the order of such Bank in a principal
amount equal to such Bank’s Revolving Credit Commitment as originally in effect, and shall
otherwise be duly completed. The Revolving Credit Notes shall be payable as provided in Sections
2.1 and 2.5 hereof.



               (b) The Swing Line Loans made by each Swing Line Bank shall be evidenced by a single joint and
several promissory note of the Borrowers in substantially the form of Exhibit A-2 hereto (each, a
“Swing Line Note” and collectively, the “Swing Line Notes”). Each Swing Line Note shall be dated
the date hereof, shall be payable to the order of such Swing Line Bank in a principal amount equal
to such Swing Line Bank’s Swing Line Commitment as originally in effect, and shall otherwise be
duly completed. The Swing Line Notes shall be payable as provided in Sections 2.5 and 2.23 hereof.



               (c) Each Bank shall enter on a schedule with respect to its Note a notation with respect to
each Loan made hereunder of: (i) the date and principal amount thereof and (ii) each payment and
repayment of principal thereof. The failure of any Bank to make a notation on any such schedule as
aforesaid shall not limit or otherwise affect the joint and several obligation of the Borrowers to
repay the Loans in accordance with their respective terms as set forth herein.



          Section 2.5 Payment of Revolving Credit Loans; Termination of and Voluntary
Changes in Commitments; Mandatory Repayments.




               (a) All outstanding Revolving Credit Loans shall be paid in full not later than the Revolving
Credit Commitment Termination Date. All outstanding Swing Line Loans shall be paid in full not
later than the fifth Business Day prior to the Revolving Credit Commitment Termination Date.



               (b) Unless previously terminated, (i) the Revolving Credit Commitments shall terminate on the
Revolving Credit Commitment Termination Date, and (ii) the Swing Line Commitment shall terminate on
the sixth Business Day prior to the Revolving Credit Commitment Termination Date. The Borrowers
shall be entitled to terminate or reduce the Total Revolving Credit Commitment or repay the
principal amount of the Revolving Credit Loans provided that the Borrowers shall
give notice of such termination, reduction or repayment to the Agent as provided in Section 2.2
hereof and that any repayment or partial reduction of the Total Revolving Credit Commitment shall
be in the minimum aggregate amount of Three Million ($3,000,000) Dollars and multiples of One
Million ($1,000,000) Dollars in excess thereof. Any such termination or reduction in the Total
Revolving Credit Commitment shall be permanent and irrevocable. The Borrowers may at any time
terminate, or from time to time



17









 




reduce, the Swing Line Commitment, provided that the Borrowers shall not terminate or reduce
the Swing Line Commitment if, after giving effect to any concurrent prepayment of the Swing Line
Loans in accordance with Section 2.23(c), the aggregate outstanding principal amount of all Swing
Line Loans would exceed the Swing Line Commitment. Any such termination or reduction in the Swing
Line Commitment shall be permanent and irrevocable.




               (c) Repayment of a LIBOR Loan on a day other than the last day of the relevant Interest Period
relating thereto shall be subject to the provisions of Section 2.22 hereof; and all repayments of
principal (whether mandatory or voluntary) shall be applied first to Base Rate Loans, then to the
fewest number of Types of LIBOR Loans as possible.



               (d) If HCRI (or any of its Subsidiaries) shall make any public or private issuance of
Indebtedness or equity (other than in connection with any dividend reinvestment program(s)), HCRI
shall promptly notify the Agent of such issuance and repay the Revolving Credit Loans in an amount
equal to the aggregate Net Issuance Proceeds of such issuance immediately upon receipt thereof.



          Section 2.6 Interest. 




               (a) The Borrowers shall pay to the Agent for the account of each Bank interest on the unpaid
principal amount of each Loan made by such Bank for the period commencing on the date of such Loan
until such Loan shall be paid in full, at the following rates per annum:



                    (i) Revolving Credit Loans shall, in each case, bear interest at:



                         (A) During such periods that such Revolving Credit Loan is a Base Rate Loan, the Alternate
Base Rate; and



                         (B) During such periods that such Revolving Credit Loan is a LIBOR Loan, for each Interest
Period relating thereto, the LIBOR Rate for such Revolving Credit Loan for such Interest Period
plus the Applicable Margin; and



                    (ii) Swing Line Loans shall, in each case, bear interest at the Agent’s cost of funds as
quoted to the Borrowers plus the Applicable Margin.



               (b) Notwithstanding the foregoing, the Borrowers shall pay interest on any Loan or any
installment thereof, and on any other amount payable by the Borrowers hereunder (to the extent
permitted by law) which are not paid in full when due (whether at stated maturity, by acceleration
or otherwise) for the period commencing on the due date thereof until the same is paid in full at
the applicable Post-Default Rate.



               (c) Except as provided in the next sentence, accrued interest on each Loan shall be payable:
(i) in the case of each Base Rate Loan, quarterly on the Quarterly Dates, (ii) in the case of a
LIBOR Loan, on the last day of each Interest Period for such Loan (and, if such Interest Period
exceeds three months’ duration, quarterly, commencing on the first quarterly anniversary of the
first day of such Interest Period), and (iii) in the case of any Loan, upon the



18









 




payment or repayment thereof or the conversion thereof into a Loan of another Type (but only
on the principal so paid, repaid or converted); provided, however, this clause (iii) shall not
apply in the case of a conversion of a Base Rate Loan into a LIBOR Loan. Interest that is payable
at the Post-Default Rate shall be payable from time to time on demand of the Agent. Promptly after
the establishment of any interest rate provided for herein or any change therein, the Agent will
notify the Banks and the Borrowers thereof, provided that the failure of the Agent
to so notify the Banks and the Borrowers shall not affect the obligations of the Borrowers
hereunder or under any of the Notes in any respect.




               (d) Anything in this Agreement or any of the Notes 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 any Bank to the extent that such Bank’s
receipt thereof would not be permissible under the law or laws applicable to such Bank limiting
rates of interest that may be charged or collected by such Bank. Any such payments of interest
that are not made as a result of the limitation referred to in the preceding sentence shall be made
by the Borrowers to such Bank on the earliest interest payment date or dates on which the receipt
thereof would be permissible under the laws applicable to such Bank limiting rates of interest that
may be charged or collected by such Bank. Such deferred interest shall not bear interest.



          Section 2.7 Fees. 




               (a) Simultaneously with the execution and delivery of this Agreement, the Borrowers shall pay
to the Agent, for the benefit of the Banks according to their respective Revolving Credit
Commitments, a non-refundable upfront fee (the “Origination Fee”), as set forth in a separate
written agreement.



               (b) The Borrowers shall pay to the Agent for the account of the Banks, pro
rata according to their respective Revolving Percentage, a facility fee (the “Facility
Fee”) on the daily average amount of such Bank’s Revolving Credit Commitment, for the period from
the date hereof to and including the earlier of (i) the date such Bank’s Revolving Credit
Commitment is terminated, and (ii) the Revolving Credit Commitment Termination Date, at the rate
per annum equal to the Facility Fee Percentage from time to time in effect on the amount of the
Total Revolving Credit Commitment. The accrued Facility Fee shall be payable on the Quarterly
Dates, and on the earlier of (i) the date the Total Revolving Credit Commitment is terminated, or
(ii) the Revolving Credit Commitment Termination Date, and in the event the Borrowers reduce the
Total Revolving Credit Commitment as provided in subsection 2.5(b) hereof, on the effective date of
such reduction.



               (c) The Borrowers shall (i) pay to the Agent, for its own account, an annual administrative
agency fee (the “Agency Fee”), and (ii) pay to each of the Agent and DBSI, for their respective
accounts, an arrangement fee (the “Arrangement Fee”), all as set forth in a separate written
agreement.



               (d) The Origination Fee, the Facility Fee, the Agency Fee and the Arrangement Fee are
hereinafter sometimes referred to individually as a “Fee” and collectively as the “Fees”.



19









 





          Section 2.8 Use of Proceeds of Loans. 




          The proceeds of the Loans hereunder may be used by the Borrowers solely as follows: (a) for
the repayment in full of the outstanding principal amount of, and all accrued interest on, the
outstanding indebtedness of the Borrowers under the Existing Loan Agreement, (b) to acquire
Facilities and real estate, whether developed or undeveloped, that the Borrowers intend to
principally use for a Facility, (c) to extend or acquire loans secured by Mortgages, (d) to finance
Construction Investments or for capital improvements to a Facility previously financed by HCRI, (e)
for investments that are not prohibited under Section 7.8 hereof, (f) for the repayment or
refinance of other outstanding indebtedness of the Borrowers reasonably satisfactory to the Agent,
and (g) for working capital and general corporate purposes.




          Section 2.9 Computations.




          Interest on all Loans and each Fee shall be computed on the basis of a year of 360 days and
actual days elapsed (including the first day but excluding the last) occurring in the period for
which payable.




          Section 2.10
Minimum Amounts of Borrowings, Conversions and Repayments.




          Except for borrowings, conversions and repayments that exhaust the full remaining amount of
the Revolving Credit Commitments (in the case of borrowings) or result in the conversion or
repayment of all Loans of a particular Type (in the case of conversions or repayments) or
conversions made pursuant to Section 2.17, subsection 2.18(b) or Section 2.20 hereof, each
borrowing of a Revolving Credit Loan from each Bank, each conversion of Loans of one Type into
Loans of another Type and each repayment of principal of Loans hereunder shall be in a minimum
amount of One Million ($1,000,000) Dollars, in the case of Base Rate Loans, and Three Million
($3,000,000) Dollars, in the case of LIBOR Loans, and in either case if in excess thereof, in
integral multiples of One Hundred Thousand ($100,000) Dollars (borrowings, conversions and
repayments of different Types of Loans at the same time hereunder to be deemed separate borrowings,
conversions and repayments for purposes of the foregoing, one for each Type). The Agent and the
Borrowers may make immaterial mutually convenient adjustments to the thresholds and multiples set
forth above in respect of LIBOR Loans.




          Section 2.11 Time and Method of Payments. 




          All payments of principal, interest, Fees and other amounts (including indemnities) payable by
the Borrowers hereunder shall be made in Dollars, in immediately available funds, to the Agent at
the Principal Office not later than 11:00 a.m., Cleveland, Ohio time, on the date on which such
payment shall become due (and the Agent or any Bank for whose account any such payment is to be
made may, but shall not be obligated to, debit the amount of any such payment that is not made by
such time to any ordinary deposit account of the Borrowers, or any of them, with the Agent or such
Bank, as the case may be). Additional provisions relating to payments are set forth in Section
10.3 hereof. Each payment received by the Agent hereunder for the account of a Bank shall be paid
promptly to such Bank, in like funds,




20









 







for the account of such Bank’s Lending Office for the Loan in respect of which such payment is
made.




          Section 2.12 Lending Offices.




          The Loans of each Type made by each Bank shall be made and maintained at such Bank’s
applicable Lending Office for Loans of such Type.




          Section 2.13 Several Obligations. 




          The failure of any Bank to make any Loan to be made by it on the date specified therefor shall
not relieve the other Banks of their respective obligations to make their Loans on such date, but
no Bank shall be responsible for the failure of the other Banks to make Loans to be made by such
other Banks.




          Section 2.14 Pro Rata Treatment Among Banks. 




          Except as otherwise provided herein: (a) each borrowing from the Banks under Section 2.1
hereof will be made from the Banks and each payment of each Fee (other than the Agency Fee, the
Arrangement Fee and the Origination Fee) shall be made for the account of the Banks pro
rata according to the amount of their respective Revolving Percentage; (b) each partial
reduction of the Total Revolving Credit Commitment shall be applied to the Revolving Credit
Commitments of the Banks pro rata according to each Bank’s respective Revolving
Percentage; (c) each payment and repayment of principal of or interest on Revolving Credit Loans
will be made to the Agent for the account of the Banks pro rata in accordance with
the respective unpaid principal amounts of the Revolving Credit Loans held by such Banks; and (d)
each conversion of Revolving Credit Loans of a particular Type under Section 2.17 hereof (other
than conversions provided for by Section 2.20 or 2.21 hereof) shall be made pro
rata among the Banks holding Revolving Credit Loans of such Type according to the
respective principal amounts of such Revolving Credit Loans held by such Banks.




          Section 2.15 Non-Receipt of Funds by the Agent. 




          Unless the Agent shall have been notified by a Bank or the Borrowers (the “Payor”) prior to
the date on which such Bank is to make payment to the Agent of the proceeds of a Loan to be made by
it hereunder or the Borrowers are to make a payment to the Agent for the account of one or more of
the Banks, as the case may be (such payment being herein called the “Required Payment”), which
notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment
to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance
upon such assumption (but shall not be required to), make the amount thereof available to the
intended recipient on such date and, if the Payor has not in fact made the Required Payment to the
Agent, the recipient of such payment shall, on demand, repay to the Agent the amount made available
to it together with interest thereon in respect of each day during the period commencing on the
date such amount was so made available by the Agent until the date the Agent recovers such amount
at a rate per annum equal (i) when the recipient is a Bank, the Federal Funds Rate for such day, or
(ii) the rate of interest applicable to such Loan (when the recipient is the Borrowers).




21









 








          Section 2.16 Sharing of Payments and Set-Off Among Banks.




          The Borrowers hereby agree that, in addition to (and without limitation of) any right of
setoff, banker’s lien or counterclaim a Bank may otherwise have, each Bank shall be entitled, at
its option, to offset balances held by it at any of its offices against any principal of or
interest on any of its Loans hereunder or any Fee payable to it, that is not paid when due
(regardless of whether such balances are then due to the Borrowers), in which case it shall
promptly notify the Borrowers and the Agent thereof, provided that its failure to give such notice
shall not affect the validity thereof. If a Bank shall effect payment of any principal of or
interest or Fee on Loans held by it under this Agreement through the exercise of any right of
set-off, banker’s lien, counterclaim or similar right, it shall promptly purchase from the other
Banks participations in the Loans held by the other Banks in such amounts, and make such other
adjustments from time to time as shall be equitable, to the end that all the Banks shall share the
benefit of such payment pro rata in accordance with the unpaid amount of principal and interest or
Fee on the Loans held by each of them. To such end all the Banks shall make appropriate
adjustments among themselves (by the resale of participations sold or otherwise) if such payment is
rescinded or must otherwise be restored. The Borrowers agree that any Bank so purchasing a
participation in the Loans held by the other Banks may exercise all rights of set-off, banker’s
lien, counterclaim or similar rights with respect to such participation as fully as if such Bank
were a direct holder of Loans in the amount of such participation. Nothing contained herein shall
require any Bank to exercise any such right or shall affect the right of any Bank to exercise and
retain the benefits of exercising, any such right with respect to any other indebtedness or
obligation of the Borrowers.




          Section 2.17 Conversion of Loans.




          The Borrowers shall have the right to convert Loans of one Type into Loans of another Type
from time to time, provided that: (i) the Borrowers shall give the Agent notice of
each such conversion as provided in Section 2.2 hereof; (ii) LIBOR Loans may be converted only on
the last day of an Interest Period for such Loans; and (iii) no Base Rate Loan may be converted
into a LIBOR Loan or LIBOR Loan continued as or converted into another LIBOR Loan if on the
proposed date of conversion a Default or an Event of Default exists. The Agent shall use its best
efforts to notify the Borrowers of the effectiveness of such conversion, and the new interest rate
to which the converted Loans are subject, as soon as practicable after the conversion;
provided, however, that any failure to give such notice shall not affect the
Borrowers’ obligations, or the Agent’s or the Banks’ rights and remedies, hereunder in any way
whatsoever. Notwithstanding the foregoing, Swing Line Loans shall be based solely on the
respective Swing Line Bank’s cost of funds as set forth in subsection 2.6(a)(ii) hereof and shall
not be made or converted to LIBOR Loans or Base Rate Loans.




          Section 2.18 Additional Costs; Capital Requirements. 




               (a) In the event that any existing or future law or regulation, guideline or interpretation
thereof, by any court or administrative or governmental authority (foreign or domestic) charged
with the administration thereof, or compliance by any Bank with any request or directive (whether
or not having the force of law) of any such authority shall impose, modify or deem applicable or
result in the application of, any capital maintenance, capital ratio or similar



22









 




requirement against loan commitments made by any Bank hereunder, and the result of any event
referred to above is to impose upon any Bank or increase any capital requirement applicable as a
result of the making or maintenance of such Bank’s Revolving Credit Commitment or the obligation of
the Borrowers hereunder with respect to such Revolving Credit Commitment (which imposition of
capital requirements may be determined by each Bank’s reasonable allocation of the aggregate of
such capital increases or impositions), then, within ten (10) Business Days’ of demand made by such
Bank as promptly as practicable after it obtains knowledge that such law, regulation, guideline,
interpretation, request or directive exists and determines to make such demand, the Borrowers shall
pay to such Bank from time to time as specified by such Bank additional amounts which shall be
sufficient to compensate such Bank for such imposition of or increase in capital requirements
together with interest on each such amount from the date demanded until payment in full thereof at
the Post-Default Rate. A certificate setting forth in reasonable detail the amount necessary to
compensate such Bank as a result of an imposition of or increase in capital requirements submitted
by such Bank to the Borrowers shall be conclusive, absent manifest error, as to the amount thereof.
All references to any “Bank” shall be deemed to include any participant in such Bank’s Revolving
Credit Commitment.




               (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any
amounts payable to any Bank under this Agreement or the Notes in respect of any Loans including,
without limitation, LIBOR Loans (other than taxes imposed on the overall net income of such Bank
for any such Loans by the United States of America or the jurisdiction in which such Bank has its
principal office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation
premium or assessment, special deposit or similar requirements relating to any extensions of credit
or other assets of, or any deposits with or other liabilities of, such Bank (including any of such
Loans or any deposits referred to in the definition of “LIBOR Base Rate” in Article 1 hereof); or
(iii) impose any other conditions affecting this Agreement in respect of Loans, including, without
limitation, LIBOR Loans (or any of such extensions of credit, assets, deposits or liabilities); and
the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such
Bank’s costs of making or maintaining any Loans including, without limitation, LIBOR Loans, or its
Revolving Credit Commitment, or to reduce any amount receivable by such Bank hereunder in respect
of its Commitment (such increases in costs and reductions in amounts receivable are hereinafter
referred to as “Additional Costs”) in each case, only to the extent, with respect to LIBOR Loans,
that such Additional Costs are not included in the LIBOR Base Rate applicable to LIBOR Loans, then,
within ten (10) Business Days’ of demand made by such Bank as promptly as practicable after it
obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy
of which demand shall be delivered to the Agent), the Borrowers shall pay to such Bank from time to
time as specified by such Bank, additional amounts which shall be sufficient to compensate such
Bank for such increased cost or reduction in amounts receivable by such Bank from the date of such
change, together with interest on each such amount from the date demanded until payment in full
thereof at the Post-Default Rate. All references to any “Bank” shall be deemed to include any
participant in such Bank’s Revolving Credit Commitment.



               (c) Without limiting the effect of the foregoing provisions of this Section 2.18, in the event
that, by reason of any Regulatory Change, any Bank either: (i) incurs Additional Costs based on or
measured by the excess above a specified level of the amount of a



23









 




category of deposits or other liabilities of such Bank which includes deposits by reference to
which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of
extensions of credit or other assets of such Bank which includes LIBOR Loans, or (ii) becomes
subject to restrictions on the amount of such a category of liabilities or assets that it may hold,
then, if such Bank so elects by notice to the Borrowers (with a copy to the Agent), the obligation
of such Bank to make, and to convert Loans of any other Type into, Loans of such Type hereunder
shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of
such Type then outstanding shall be converted into Base Rate Loans or into LIBOR Loans of another
duration as the case may be, in accordance with Sections 2.17 and 2.21).




               (d) Determinations by any Bank for purposes of this Section 2.18 of the effect of any
Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in
respect of Loans, and of the additional amounts required to compensate such Bank in respect of any
Additional Costs, shall be set forth in writing in reasonable detail describing the Additional
Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional
Costs which shall be conclusive, absent manifest error.



          Section 2.19 Limitation on Types of Loans.




          Anything herein to the contrary notwithstanding, if, on or prior to the determination of an
interest rate for any LIBOR Loans for any Interest Period therefor, the Required Banks determine
(which determination shall be conclusive):




               (a) by reason of any event affecting the money markets in the United States of America or the
London interbank market, quotations of interest rates for the relevant deposits are not being
provided in the relevant amounts or for the relevant maturities for purposes of determining the
rate of interest for such Loans under this Agreement; or



               (b) the rates of interest referred to in the definition of “LIBOR Base Rate” in Article 1
hereof upon the basis of which the rate of interest on any LIBOR Loans for such period is
determined, do not accurately reflect the cost to the Banks of making or maintaining such Loans for
such period;


then the Agent shall give the Borrowers and each Bank prompt notice thereof (and shall thereafter
give the Borrowers and each Bank prompt notice of the cessation, if any, of such condition), and so
long as such condition remains in effect, the Banks shall be under no obligation to make Loans of
such Type or to convert Loans of any other Type into Loans of such Type and the Borrowers shall, on
the last day(s) of the then current Interest Period(s) for the outstanding Loans of the affected
Type either repay such Loans in accordance with Section 2.5 hereof or convert such Loan into Loans
of another Type in accordance with Section 2.17 hereof.




          Section 2.20 Illegality. 




          Notwithstanding any other provision in this Agreement, in the event that it becomes unlawful
for any Bank or its applicable Lending Office to: (a) honor its obligation to make LIBOR Loans
hereunder, or (b) maintain LIBOR Loans hereunder, then such Bank shall promptly notify the
Borrowers thereof (with a copy to the Agent), describing such illegality in

24









 








reasonable detail (and shall thereafter promptly notify the Borrowers and the Agent of the
cessation, if any, of such illegality), and such Bank’s obligation to make LIBOR Loans and to
convert Base Rate Loans into LIBOR Loans hereunder shall, upon written notice given by such Bank to
the Borrowers, be suspended until such time as such Bank may again make and maintain LIBOR Loans
and such Bank’s outstanding LIBOR Loans shall be converted into Base Rate Loans, in accordance with
Sections 2.17 and 2.21 hereof.




          Section 2.21 Certain Conversions pursuant to Sections 2.18 and 2.20. 




          If the Loans of any Bank of a particular Type (Loans of such Type are hereinafter referred to
as “Affected Loans” and such Type is hereinafter referred to as the “Affected Type”) are to be
converted pursuant to Section 2.18 or 2.20 hereof, such Bank’s Affected Loans shall be converted
into Base Rate Loans, or LIBOR Loans of another Type, as the case may be (the “New Type Loans”), on
the last day(s) of the then current Interest Period(s) for the Affected Loans (or, in the case of a
conversion required by subsection 2.18(b) or Section 2.20 hereof, on such earlier date as such Bank
may specify to the Borrowers with a copy to the Agent) and, until such Bank gives notice as
provided below that the circumstances specified in Section 2.18 or 2.20 hereof which gave rise to
such conversion no longer exist:




               (a) to the extent that such Bank’s Affected Loans have been so converted, all repayments of
principal which would otherwise be applied to such Affected Loans shall be applied instead to its
New Type Loans;



               (b) all Loans which would otherwise be made by such Bank as Loans of the Affected Type shall
be made instead as New Type Loans and all Loans of such Bank which would otherwise be converted
into Loans of the Affected Type shall be converted instead into (or shall remain as) New Type
Loans.



          Section 2.22 Indemnification. 



          The Borrowers shall pay to the Agent for the account of each Bank, upon the request of such
Bank through the Agent, such amount or amounts as shall compensate such Bank for any loss
(including loss of profit), cost or expense incurred by such Bank (as reasonably determined by such
Bank) as a result of:



               (a) any payment or repayment or conversion of a LIBOR Loan held by such Bank on a date other
than the last day of an Interest Period for such LIBOR Loan except pursuant to Sections 2.18 or
2.20 hereof; or



               (b) any failure by the Borrowers to borrow a LIBOR Loan held by such Bank on the date for such
borrowing specified in the relevant Borrowing Notice under Section 2.2 hereof,


such compensation to include, without limitation, an amount equal to: (i) any loss or expense
suffered by such Bank during the period from the date of receipt of such early payment or repayment
or the date of such conversion to the last day of such Interest Period if the rate of interest
obtainable by such Bank upon the redeployment of an amount of funds equal to such Bank’s
pro rata share of such payment, repayment or conversion or failure to borrow or
convert

25









 








is less than the rate of interest applicable to such LIBOR Loan for such Interest Period, or (ii)
any loss or expense suffered by such Bank in liquidating LIBOR deposits prior to maturity which
correspond to such Bank’s pro rata share of such payment, repayment, conversion,
failure to borrow or failure to convert. The determination by each such Bank of the amount of any
such loss or expense, when set forth in a written notice to the Borrowers, containing such Bank’s
calculation thereof in reasonable detail, shall be presumed correct, in the absence of manifest
error.




          Section 2.23 Swing Line Loans. 




               (a) Subject to the terms and conditions hereof, each Swing Line Bank agrees to make swing line
loans (each a “Swing Line Loan” and, collectively, the “Swing Line Loans”) to the Borrowers from
time to time on any Business Day during the period from the date of this Agreement to the sixth
Business Day preceding the Revolving Credit Commitment Termination Date, provided that immediately
after making each Swing Line Loan, the aggregate outstanding principal balance of the Swing Line
Loans will not exceed the Swing Line Commitment, and the Total Revolving Exposure will not exceed
the Total Revolving Credit Commitment.



               (b) To request a Swing Line Loan, the Borrowers shall notify the Agent and the Swing Line
Banks by the delivery of a Borrowing Notice, which shall be sent by facsimile and shall be
irrevocable (confirmed promptly by hand delivery to the Agent of a written Borrowing Notice in a
form approved by the Agent signed by the Borrowers), no later than: 11:00 a.m. (Cleveland, Ohio
time), on the requested borrowing date, specifying (i) the aggregate principal amount to be
borrowed and (ii) the requested borrowing date. The Swing Line Banks will, subject to its
determination that the terms and conditions of this Agreement have been satisfied, make the
requested amount available promptly on that same day, to the Agent (for the account of the
Borrowers) who, thereupon, will promptly make such amount available to the Borrowers by crediting
the account of the Borrowers pursuant to Section 2.3. Each borrowing of a Swing Line Loan shall be
in a minimum amount of One Million ($1,000,000) Dollars and if in excess thereof, in integral
multiples of One Million ($1,000,000) Dollars, or, if less, the unused portion of the Swing Line
Commitment.



               (c) Neither Swing Line Bank shall be obligated to make any Swing Line Loan at a time when any
Bank shall be in default of its obligations under this Agreement unless arrangements to eliminate
such Swing Line Bank’s risk with respect to such defaulting Bank’s participation in such Swing Line
Loan shall have been made for the benefit of such Swing Line Bank and such arrangements are
satisfactory to such Swing Line Bank and the Agent. Neither Swing Line Bank will make a Swing Line
Loan if the Agent, or any Bank by notice to the Swing Line Banks and the Borrowers no later than
one Business Day prior to the borrowing date with respect to such Swing Line Loan, shall have
determined that the conditions set forth in Section 4.2 have not been satisfied and such conditions
remain unsatisfied as of the requested time of the making of such Swing Line Loan. Each Swing Line
Loan shall be due and payable on the earliest to occur of (i) the fourteenth day after the
borrowing date thereof, (ii) the fifth Business Day prior to the Revolving Credit Commitment
Termination Date, (iii) the date on which the Swing Line Commitment shall have been terminated by
the Borrowers or the Swing Line Banks in accordance with Section 2.5(b), or (iv) the date on which
the Swing Line Loans



26









 




shall become due and payable pursuant to the provisions hereof, whether by acceleration or
otherwise. No more than five (5) Swing Line Loans shall be outstanding at the same time.




               (d) Upon each receipt by a Bank of notice of an Event of Default from the Agent pursuant to
Article 9, such Bank shall purchase unconditionally, irrevocably, and severally from the Swing Line
Banks a participation in the outstanding Swing Line Loans (including accrued interest thereon) in
an amount equal to the product of its Revolving Percentage and the outstanding amount of the Swing
Line Loans (the “Swing Line Participation Amount”). Each Bank shall also be liable for an amount
equal to the product of its Revolving Percentage and any amounts paid by the Borrowers pursuant to
this Section 2.23(d) that are subsequently rescinded or avoided, or must otherwise be restored or
returned. Such liabilities shall be unconditional and without regard to the occurrence of any
Default or the compliance by the Borrowers with any of their obligations under the Loan Documents.
In furtherance of this Section 2.23(d), upon each receipt by a Bank of notice of an Event of
Default from the Agent, such Bank shall promptly make available to the Agent for the account of the
Swing Line Banks, as applicable, its Swing Line Participation Amount, in lawful money of the United
States and in immediately available funds. The Agent shall deliver the payments made by each Bank
pursuant to the immediately preceding sentence to the Swing Line Banks, as applicable, promptly
upon receipt thereof in like funds as received. If a Bank does not make its Swing Line
Participation Amount so available, such Bank shall be required to pay interest to the Agent for the
account of the Swing Line Banks, as applicable, from the date such amount was due until paid in
full, on the unpaid portion thereof, at the rate set forth in Section 2.15, payable upon demand by
the Swing Line Banks, as applicable. The Agent shall distribute such interest payments to the
Swing Line Banks, as applicable, upon receipt thereof in like funds as received. Whenever the
Agent is reimbursed by the Borrowers, for the account of the Swing Line Banks, as applicable, for
any payment in connection with Swing Line Loans and such payment relates to an amount previously
paid by a Bank pursuant to this Section 2.23, the Agent will promptly pay over such payment to such
Bank.



          Section 2.24 Extension of Revolving Credit Commitment Termination Date.




          Subject to the following provisions, the Borrowers shall have the option to extend the initial
Revolving Credit Commitment Termination Date to August 6, 2012. By written notice to the Agent
delivered no later than six (6) months prior to the initial Revolving Credit Commitment Termination
Date, so long as no Event of Default has occurred since the date of this Agreement, the Borrowers
may request such extension to the initial Revolving Credit Commitment Termination Date (which
request shall be accompanied by a Compliance Certificate). Promptly upon receipt of such written
notice, the Agent shall deliver a copy to each Bank and the initial Revolving Credit Commitment
Termination Date shall be deemed so extended. In the event that the Borrowers shall have delivered
an extension notice under this Section 2.24, the Borrowers shall pay to the Agent for the ratable
benefit of the Banks on the initial Revolving Credit Commitment Termination Date, a non-refundable
extension fee in an amount equal to fifteen (15) basis points multiplied by the Total Revolving
Credit Commitment, as then in effect.




27









 








          Section 2.25 Increase in Total Revolving Credit Commitment.




               (a) The Borrowers may at their sole expense and effort and after consulting with the Agent,
request: (i) one or more Banks acceptable to the Agent to increase (in the sole and absolute
discretion of each such Bank) the amount of their respective Revolving Credit Commitments, and/or
(ii) one or more other lending institutions acceptable to the Agent (each, a “New Lender”) to
become “Banks” and extend Revolving Credit Commitments hereunder (each such existing Bank and each
New Lender being referred to as a “Proposed Lender”). To request an increase pursuant to this
Section 2.25 (the “Commitment Increase”), the Borrowers shall submit to the Agent a written
increase request signed by the Borrowers and in form approved by the Agent (the “Increase
Request”), which shall specify, as the case may be: (A) each such existing Bank and the amount of
the proposed increase to its Revolving Credit Commitment, or (B) the proposed Revolving Credit
Commitment for each New Lender. Promptly following receipt of the Increase Request, the Agent
shall advise each Proposed Lender of the details thereof.



               (b) If one or more Proposed Lender(s) shall have unconditionally agreed to such Increase
Request in a writing delivered to the Borrowers and the Agent at any time prior to the 30th day
following the date of the delivery to such Proposed Lenders(s) of the Increase Request (each such
Proposed Lender being hereinafter referred to as an “Incremental Lender”), then: (x) each such
Incremental Lender which shall then be an existing Bank shall have its Revolving Credit Commitment
increased by the amount set forth in the Increase Request, and (y) each such Incremental Lender
which shall then be a New Lender shall be and become a “Bank” hereunder having a Revolving Credit
Commitment equal to the amount set forth in such Increase Request, provided,
however, that (1) immediately before and after giving effect thereto, no Default or Event
of Default shall or would exist, (2) each such Incremental Lender shall have executed and delivered
to the Agent a supplement to this Agreement providing for its increased Revolving Credit Commitment
or its Revolving Credit Commitment, as applicable, in form approved by the Agent, (3) immediately
after giving effect thereto, the aggregate amount of the Total Revolving Credit Commitment shall
not exceed $1,250,000,000 less the amount of any permanent reductions under subsection 2.5(b)
hereof, (4) the increase of the Total Revolving Credit Commitment specified in the Increase Request
shall be not less than $25,000,000 or an integral multiple thereof, (5) the minimum Revolving
Credit Commitment extended by each Incremental Lender which is a New Lender shall be in a minimum
amount of $15,000,000 or an integral multiple of $1,000,000 in excess thereof, and (6) the minimum
increase to the Revolving Credit Commitment extended by each Incremental Lender which is an
existing Bank shall be in a minimum amount of $5,000,000 or an integral multiple of $1,000,000 in
excess thereof.



               (c) Simultaneously with the Commitment Increase under this Section 2.25, each Incremental
Lender shall, to the extent necessary, purchase from each other existing Bank, and each other
existing Bank shall sell to each Incremental Lender, in each case at par and without
representation, warranty, or recourse (in accordance with and subject to the restrictions contained
in Section 10.13), such principal amount of Loans of such other existing Bank(s), together with all
accrued and unpaid interest thereon, as will result, after giving effect to such transaction, in
each Bank’s pro rata share of Loans outstanding being equal to such Lender’s pro rata share of the
Total Revolving Credit Commitment, provided that each such assignor Bank



28









 




shall have received (to the extent of the interests, rights and obligations assigned) payment
then due and owing of the outstanding principal amount of its Loans, accrued interest thereon,
accrued fees, commissions and all other amounts payable to it under the Loan Documents from the
applicable assignee Banks (to the extent of such outstanding principal and accrued interest, fees
and commissions) or the Borrowers (in the case of all other amounts).




     Article 3. Representations and Warranties.



     Each of the Borrowers hereby represents and warrants to the Banks and the Agent that:



          Section 3.1 Organization.




               (a) Each 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. Schedule 3.1 hereto accurately and
completely lists, as to each Borrower: (i) the state of incorporation or organization of each such
entity, (ii) as to each of them that is a corporation, the classes and number of authorized and
outstanding shares of capital stock of each such corporation, and (iii) the business in which each
of such entities is engaged. All of the foregoing shares or other equity interests that are issued
and outstanding have been duly and validly issued and are fully paid and non-assessable. Except as
set forth on Schedule 3.1, none of the Borrowers has any Subsidiary.



               (b) Each Borrower is in good standing in its state of organization and in each state in which
it is qualified to do business. There are no jurisdictions other than as set forth on Schedule 3.1
hereto in which the character of the properties owned or proposed to be owned by each Borrower or
in which the transaction of the business of each Borrower as now conducted or as proposed to be
conducted requires or will require such Borrower to qualify to do business and as to which failure
so to qualify could have a Material Adverse Effect on such Borrower.



          Section 3.2 Power, Authority, Consents.




          Each Borrower has the power to execute, deliver and perform the Loan Documents to be executed
by it. Each Borrower has the power to borrow hereunder and has taken all necessary action,
corporate or otherwise, to authorize the borrowing hereunder on the terms and conditions of this
Agreement. Each Borrower has taken all necessary action, corporate or otherwise, to authorize the
execution, delivery and performance of the Loan Documents to be executed by it. No consent or
approval of any Person (including, without limitation, any stockholder of any Borrower), no consent
or approval of any landlord or mortgagee, no waiver of any Lien or right of distraint or other
similar right and no consent, license, certificate of need, approval, authorization or declaration
of any governmental authority, bureau or agency, is or will be required in connection with the
execution, delivery or performance by each Borrower, or the validity or enforcement of the Loan
Documents, except as set forth on Schedule 3.2 hereto, each of which either has been duly and
validly obtained on or prior to the date hereof and is now in full force and effect, or is
designated on Schedule 3.2 as waived by the Required Banks.




29









 








          Section 3.3 No Violation of Law or Agreements.




          The execution and delivery by each Borrower of each Loan Document to which it is a party and
performance by it hereunder and thereunder, will not violate any provision of law and will not
conflict with or result in a breach of any order, writ, injunction, ordinance, resolution, decree,
or other similar document or instrument of any court or governmental authority, bureau or agency,
domestic or foreign, or any certificate of incorporation or by-laws or other organizational
document of each Borrower, or create (with or without the giving of notice or lapse of time, or
both) a default under or breach of any agreement, bond, note or indenture to which any Borrower is
a party, or by which any Borrower is bound or any of their respective properties or assets is
affected, except for such defaults and breaches which in the aggregate could not have a Material
Adverse Effect on the Borrowers, or result in the imposition of any Lien of any nature whatsoever
upon any of the properties or assets owned by or used in connection with the business of each
Borrower.




          Section 3.4 Due Execution, Validity, Enforceability.




          This Agreement and each other Loan Document to which each Borrower is a party has been duly
executed and delivered by each Borrower that is a party thereto and each constitutes the valid and
legally binding obligation of each Borrower, enforceable in accordance with its terms, except as
such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
or other similar laws, now or hereafter in effect, relating to or affecting the enforcement of
creditors’ rights generally and except that the remedy of specific performance and other equitable
remedies are subject to judicial discretion.




          Section 3.5 Title to Properties.




          Each of the Borrowers 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.




          Section 3.6 Judgments, Actions, Proceedings.




          Except as set forth on Schedule 3.6 hereto, there are no outstanding judgments,
investigations, actions or proceedings, including, without limitation, any Environmental
Proceeding, pending before any court or governmental authority, bureau or agency, with respect to
or, to the best of each Borrower’s knowledge, threatened against or affecting such Borrower or any
of its assets involving, in the case of any court proceeding, a claim in excess of Two Hundred
Fifty Thousand ($250,000) Dollars, nor, to the best of each Borrower’s knowledge, is there any
reasonable basis for the institution of any such action or proceeding that is probable of
assertion, nor are there any pending actions or proceedings in which any Borrower is a plaintiff or
complainant.




          Section 3.7 No Defaults, Compliance With Laws.




          Except as set forth on Schedule 3.7 hereto, none of the Borrowers is in default under any
agreement, ordinance, resolution, decree, bond, note, indenture, order or judgment to

30









 








which it is a party or by which it is bound, or any other agreement or other instrument by
which any of the properties or assets owned by it or used in the conduct of its business is
affected, which default could have a Material Adverse Effect on such Borrower. Each Borrower has
complied and is in compliance in all respects with all applicable laws, ordinances and regulations,
resolutions, ordinances, decrees, executive orders and other similar documents and instruments of
all courts and governmental authorities, bureaus and agencies, domestic and foreign, including,
without limitation, all applicable provisions of the Americans with Disabilities Act (42 U.S.C.
§12101-12213) and the regulations issued thereunder and all applicable Environmental Laws and
Regulations, non-compliance with which could have a Material Adverse Effect on such Borrower.




          Section 3.8 Burdensome Documents.




          Except as set forth on Schedule 3.8 hereto, none of the Borrowers is a party to or bound by,
nor are any of the properties or assets owned by any of the Borrowers used in the conduct of their
respective businesses affected by, any agreement, ordinance, resolution, decree, bond, note,
indenture, order or judgment, including, without limitation, any of the foregoing relating to any
Environmental Liability, that materially and adversely affects their respective businesses, assets
or conditions, financial or otherwise.




          Section 3.9 Financial Statements; Projections. 




               (a) Each of the Financial Statements is complete and presents fairly the consolidated
financial position of HCRI and its Subsidiaries as at its date, and has been prepared in accordance
with GAAP. None of the Borrowers to which any of the Financial Statements relates, has any
material obligation, liability or commitment, direct or contingent (including, without limitation,
any Environmental Liability), that is not reflected in the Financial Statements. There has been no
material adverse change in the financial position or operations of any of the Borrowers since the
date of the latest balance sheet included in the Financial Statements (the “Latest Balance Sheet”).
Each Borrower’s fiscal year is the twelve-month period ending on December 31 in each year.



               (b) The Projections have been prepared on the basis of the assumptions accompanying them and
reflect as of the date thereof HCRI’s good faith projections, after reasonable analysis, of the
matters set forth therein, based on such assumptions.



          Section 3.10 Tax Returns.




          Each Borrower has filed all federal, state and local tax returns required to be filed by it
and has not failed to pay any taxes, or interest and penalties relating thereto, on or before the
due dates thereof. Except to the extent that reserves therefor are reflected in the Financial
Statements: (i) there are no material federal, state or local tax liabilities of any of the
Borrowers, due or to become due for any tax year ended on or prior to the date of the Latest
Balance Sheet relating to such entity, whether incurred in respect of or measured by the income of
such entity, that are not properly reflected in the Latest Balance Sheet relating to such entity,
and (ii) there are no material claims pending or, to the knowledge of each of the Borrowers,
proposed or





31









 




threatened against such Borrower for past federal, state or local taxes, except those, if
any, as to which proper reserves are reflected in the Financial Statements.




          Section 3.11 Intangible Assets.




          Each Borrower possesses all patents, trademarks, service marks, trade names, and copyrights,
and rights with respect to the foregoing, necessary to conduct its business as now conducted and as
proposed to be conducted, without any conflict with the patents, trademarks, service marks, trade
names, and copyrights and rights with respect to the foregoing, of any other Person.




          Section 3.12 Regulation U.




          No part of the proceeds received by any of the Borrowers from the Loans will be used directly
or indirectly for: (a) any purpose other than as set forth in Section 2.8 hereof, or (b) the
purpose of purchasing or carrying, or for payment in full or in part of Indebtedness that was
incurred for the purposes of purchasing or carrying, any “margin stock”, as such term is defined in
§221.3 of Regulation U of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter
II, Part 221.




          Section 3.13 Name Changes, Mergers, Acquisitions.




          Except as set forth on Schedule 3.13 hereto, none of the Borrowers has within the six-year
period immediately preceding the date of this Agreement changed its name, been the surviving entity
of a merger or consolidation, or, except in the ordinary course of business, acquired all or
substantially all of the assets of any Person.




          Section 3.14 Full Disclosure.




          Neither the Financial Statements nor any certificate, opinion, or any other statement made or
furnished in writing to the Agent or any Bank by or on behalf of the Borrowers in connection with
this Agreement or the transactions contemplated herein, contains any untrue statement of a material
fact, or omits to state a material fact necessary in order to make the statements contained therein
or herein not misleading, as of the date such statement was made. There is no fact known to any
Borrower that has, or would in the now foreseeable future have, a Material Adverse Effect on such
Borrower, which fact has not been set forth herein, in the Financial Statements or any certificate,
opinion or other written statement so made or furnished to the Agent or the Banks.




          Section 3.15 Licenses and Approvals.




               (a) Each Borrower has all necessary licenses, permits and governmental authorizations,
including, without limitation, licenses, permits and authorizations arising under or relating to
Environmental Laws and Regulations, to own and operate its properties and to carry on its business
as now conducted, the absence of which would have a Material Adverse Effect on the Borrowers.



32









 





               (b) To the best of HCRI’s knowledge, no violation exists of any applicable law pertaining to
the ownership or operation of any Facility or any Operator that would have a reasonable likelihood
of leading to revocation of any license necessary for the operation of such Facility.



          Section 3.16 ERISA.




               (a) Except as set forth on Schedule 3.16 hereto, no Employee Benefit Plan is maintained or has
ever been maintained by any Loan Party or any ERISA Affiliate, nor has any Loan Party or any ERISA
Affiliate ever contributed to a Multiemployer Plan.



               (b) There are no agreements which will provide payments to any officer, employee, shareholder
or highly compensated individual which will be “parachute payments” under 280G of the Code that are
nondeductible to any Loan Party and which will be subject to tax under Section 4999 of the Code for
which any Loan Party will have a material withholding liability.



          Section 3.17 REIT Status.




          HCRI currently has REIT Status and has maintained REIT Status on a continuous basis since its
formation. None of the Subsidiaries of HCRI currently has REIT Status.




     Article 4. Conditions to the Loans.



          Section 4.1 Conditions to Initial Loan(s).




          The obligation of each Bank to execute and deliver this Agreement shall be subject to the
fulfillment (to the satisfaction of the Agent) of the following conditions precedent:




               (a) Each Borrower shall have executed and delivered to (i) each Bank its Revolving Credit Note
and (ii) each Swing Line Bank its Swing Line Note.



               (b) (i) The Borrowers shall have paid to the Agent, for the benefit of the Banks, the
Origination Fee.



                    (ii) The Borrowers shall have paid to the Agent and DBSI, as the case may be, the Agency Fee
and the Arrangement Fee.



               (c) Counsel to the Borrowers shall have delivered its opinion to, and in form and substance
satisfactory to, the Agent.



               (d) The Agent shall have received complete copies of the Financial Statements and the
Projections, each certified as such in a certificate executed by an executive officer of HCRI.



               (e) The Agent shall have received copies of the following:



33









 





                    (i) All of the consents, approvals and waivers referred to on Schedule 3.2 hereto (except only
those which, as stated on Schedule 3.2, shall not be delivered);



                    (ii) The certificates of incorporation (or other organizational documents) of each of the
Borrowers, certified by the Secretary of State of their respective states of organization;



                    (iii) The by-laws (or other organizational documents) of each of the Borrowers, certified by
their respective secretaries;



                    (iv) All action taken by each of the Borrowers, corporate or otherwise, to authorize the
execution, delivery and performance of each of the Loan Documents to which it is a party and the
transactions contemplated thereby, certified by their respective secretaries;



                    (v) Good standing certificates as of a recent date, with respect to each of the Borrowers from
the Secretary of State of their respective states of organization and each state in which each of
them is qualified to do business; and



                    (vi) An incumbency certificate (with specimen signatures) with respect to each of the
Borrowers.



               (f) (i) Each of the Borrowers shall have complied and shall then be in compliance with all of
the terms, covenants and conditions of this Agreement;



                    (ii) After giving effect to the initial Loan, there shall exist no Default or Event of Default
hereunder; and



                    (iii) The representations and warranties contained in Article 3 hereof shall be true and
correct on the date hereof;


and the borrowing by the Borrowers of the initial Loan hereunder shall constitute a representation
and warranty by the Borrowers as of the date hereof that the conditions set forth in this
subsection 4.1(f) have been satisfied.




               (g) All legal matters incident to the initial Loans shall be satisfactory to counsel to the
Agent.



          Section 4.2 Conditions to Subsequent Loans.




          The obligation of the Banks to make the initial Loan and each Loan subsequent to the date
hereof shall be subject to the fulfillment (to the satisfaction of the Agent) of the following
conditions precedent:




               (a) The Agent shall have received a Borrowing Notice in accordance with Section 2.2 hereof.



               (b) Each of the Borrowers shall have complied and shall then be in compliance with all of the
terms, covenants and conditions of this Agreement;



34









 





                    (i) After giving effect to the requested Loan, there shall exist no Default or Event of
Default hereunder; and



                    (ii) The representations and warranties contained in Article 3 hereof shall be true and
correct on and as of such date as if made on and as of such date (provided Section 3.6 shall relate
only to claims in excess of $1,500,000 as of the date of such requested Loan);


and the borrowing by the Borrowers of the requested Loan hereunder shall constitute a
representation and warranty by the Borrowers as of the date of such Loan that the conditions set
forth in this subsection 4.2(c) have been satisfied.




               (c) All legal matters incident to such Loan shall be satisfactory to counsel for the Agent.



     Article 5. Delivery of Financial Reports, Documents and Other Information.



     While the Revolving Credit Commitments are outstanding, and, in the event any Loan remains
outstanding, so long as any of the Borrowers are indebted to the Banks or the Agent and until
payment in full of the Notes and full and complete performance of all of its other Obligations
arising hereunder, HCRI shall deliver to each Bank:



          Section 5.1 Annual Financial Statements.




          Annually, as soon as available, but in any event within ninety (90) days after the last day of
each of its fiscal years, a consolidated balance sheet of HCRI and its Subsidiaries as at such last
day of the fiscal year, and consolidated statements of income and retained earnings and statements
of cash flow, for such fiscal year, each prepared in accordance with generally accepted accounting
principles consistently applied, in reasonable detail, and certified without qualification by a
nationally recognized independent public accounting firm or by any other certified public
accounting firm satisfactory to the Agent as fairly presenting the financial position and results
of operations of HCRI and its Subsidiaries as at and for the year ending on its date and as having
been prepared in accordance with GAAP; provided, however, HCRI may satisfy its
obligations to deliver the financial statements described in this Section 5.1 by furnishing to the
Banks a copy of its annual report on Form 10-K in respect of such fiscal year together with the
financial statements required to be attached thereto, provided HCRI is required to file such annual
report on Form 10-K with the Securities and Exchange Commission and such filing is actually made.




          Section 5.2 Quarterly Financial Statements.




          As soon as available, but in any event within forty-five (45) days after the end of each of
HCRI’s fiscal quarters, a consolidated balance sheet of HCRI and the Subsidiaries as of the last
day of such quarter and consolidated statements of income and retained earnings and statements of
cash flow, for such quarter, and on a comparative basis figures for the corresponding period of the
immediately preceding fiscal year, all in reasonable detail, each such statement to be certified in
a certificate of the chief financial officer of HCRI as accurately presenting the financial
position and the results of operations of HCRI and its Subsidiaries as at




35









 







its date and for such quarter and as having been prepared in accordance with GAAP (subject to
year-end audit adjustments); provided, however, HCRI may satisfy its obligations to
deliver the financial statements described in this Section 5.2 by furnishing to the Banks a copy of
its quarterly report on Form 10-Q in respect of such fiscal quarter together with the financial
statements required to be attached thereto, provided HCRI is required to file such quarterly report
on Form 10-Q with the Securities and Exchange Commission and such filing is actually made.




          Section 5.3 Compliance Information.




          Promptly after a written request therefor, such other financial data or information evidencing
compliance with the requirements of this Agreement, the Notes and the other Loan Documents, as any
Bank may reasonably request from time to time.




          Section 5.4 No Default Certificate.




          At the same time as it delivers the financial statements required under the provisions of
Sections 5.1 and 5.2 hereof, a certificate of the chief executive officer or chief financial
officer of HCRI to the effect that no Event of Default hereunder and that no default under any
other agreement to which any Borrower is a party or by which it is bound, or by which, to the best
knowledge of HCRI or any other Borrower, any of its properties or assets, taken as a whole, may be
materially affected, and no event which, with the giving of notice or the lapse of time, or both,
would constitute such an Event of Default or default, exists, or, if such cannot be so certified,
specifying in reasonable detail the exceptions, if any, to such statement. Such certificate shall
be accompanied by a detailed calculation indicating compliance with the covenants contained in
Section 6.9 hereof in the form annexed hereto as Exhibit C.




          Section 5.5 Intentionally Omitted.




          Section 5.6 Intentionally Omitted.




          Section 5.7 Business Plan and Projections.




          Not later than January 31st in each year, copies of HCRI’s business plan and financial
projections for the upcoming three (3) fiscal years (together with a copy in writing of the
assumptions on which such business plan and projections were based), each certified by HCRI’s chief
financial officer and illustrating the projected income statements, balance sheets and statements
of changes in cash flow on a consolidated basis.




          Section 5.8 Quarterly Facility Reports.




               (a) As soon as available but in any event not less than ninety (90) days after the end of each
fiscal quarter of HCRI, a report with respect to the Facilities and the Operators, the form of
which is set forth on Schedule 5.8 annexed hereto and which report shall contain information for
the quarterly period immediately prior to the fiscal quarter for which the report is submitted.




36









 








               (b) Within thirty (30) days after the receipt thereof, a copy of the annual audited financial
statements of each publicly-held Operator delivered to HCRI by each such Operator.



               (c) Such other information regarding the financial condition of the Operators as the Agent or
DBSI may from time to time reasonably request, subject to each of their agreement that all such
information shall be and remain confidential and none of such information may be distributed to any
other Person without HCRI’s prior consent.



          Section 5.9 Accountants’ Reports.




          Promptly upon receipt thereof, copies of all material reports submitted to HCRI by its
independent accountants in connection with any annual or interim audit of the books of HCRI or its
Subsidiaries made by such accountants which material reports are a necessary part of such annual or
interim audit.




          Section 5.10 Copies of Documents.




          Promptly upon their becoming available, copies of any: (i) financial statements, non-routine
reports and notices (other than routine correspondence), any of which are of a material nature,
requests for waivers and proxy statements, in each case, delivered by HCRI or any of its
Subsidiaries to any of their respective existing lending institutions or creditors; (ii)
correspondence or notices received by HCRI from any federal, state or local governmental authority
that regulates the operations of HCRI or any of its Subsidiaries, relating to an actual or
threatened change or development that would be materially adverse to HCRI or any Subsidiary; (iii)
registration statements and any amendments and supplements thereto, and any regular and periodic
reports, if any, filed by HCRI or any of its Subsidiaries with any securities exchange or with the
Securities and Exchange Commission or any governmental authority succeeding to any or all of the
functions of the said Commission; and (iv) at the request of the Agent, any appraisals received by
HCRI or any of its Subsidiaries with respect to the properties or assets of HCRI or its
Subsidiaries during the term of this Agreement.




          Section 5.11 Notices of Defaults.




          Promptly, notice of the occurrence of any Default or Event of Default, or any event that would
constitute or cause a Material Adverse Effect in the condition, financial or otherwise, or the
operations of HCRI or any of the Subsidiaries.




          Section 5.12 ERISA Notices and Requests.




               (a) Concurrently with such filing, a copy of each Form 5500 that is filed with respect to each
Plan with the IRS; and



               (b) Promptly, upon their becoming available, copies of: (i) all correspondence with the PBGC,
the Secretary of Labor or any representative of the IRS with respect to any Plan, relating to an
actual or threatened change or development that would be materially adverse to the Borrower(s);
(ii) all actuarial valuations received by the Borrower(s) with respect to any Plan; and (iii) any
notices of Plan termination filed by any Plan Administrator



37









 




(as those terms are used in ERISA) with the PBGC and of any notices from the PBGC to the
Borrower(s) with respect to the intent of the PBGC to institute involuntary termination
proceedings.




          Section 5.13 Additional Information. 




          Such other material additional information regarding the business, affairs and condition of
the Borrowers as the Agent or DBSI may from time to time request, including, without limitation, as
soon as available but in any event not less than forty-five (45) days after the end of each fiscal
quarter of HCRI, schedules, in form and substance satisfactory to the Agent, with respect to HCRI
on a consolidated basis, of recorded liabilities, unfunded commitments, contingent liabilities, any
off balance sheet financings including synthetic lease transactions and sale-leaseback arrangements
and other similar material items, in each case, covering such quarter.




          Article 6. Affirmative Covenants.




          While the Revolving Credit Commitments are outstanding, and, in the event any Loan remains
outstanding, so long as any Borrower is indebted to the Banks or the Agent, and until payment in
full of the Notes and full and complete performance of all of its other Obligations arising
hereunder, each Borrower shall:




          Section 6.1 Books and Records.




          Keep proper books of record and account in a manner reasonably satisfactory to the Agent in
which full and true entries shall be made of all dealings or transactions in relation to its
business and activities.




          Section 6.2 Inspections and Audits.




          Permit the Agent to make or cause to be made (prior to an Event of Default, at the Banks’
expense and after the occurrence of and during the continuance of an Event of Default, at the
Borrowers’ expense), inspections and audits of any books, records and papers of HCRI or any
Subsidiary and to make extracts therefrom and copies thereof, or to make appraisals, inspections
and examinations of any properties and facilities of HCRI or any Subsidiary, on reasonable notice,
at all such reasonable times and as often as any Bank may reasonably require, in order to assure
that the Borrowers are and will be in compliance with their obligations under the Loan Documents or
to evaluate the investment in the then outstanding Notes. Notwithstanding the foregoing, the
Borrowers agree that the Agent shall be permitted to conduct or cause to be conducted an annual
field audit at the Borrowers’ expense.




          Section 6.3 Maintenance and Repairs.




          Cause to be maintained in good repair, working order and condition, subject to normal wear and
tear, all material properties and assets from time to time owned by HCRI or any Subsidiary and used
in or necessary for the operation of its businesses, and make or cause to be made all reasonable
repairs, replacements, additions and improvements thereto.




38









 








          Section 6.4 Continuance of Business.




          Do, or cause to be done, all things reasonably necessary to preserve and keep in full force
and effect the corporate existence of HCRI or any Subsidiary and all permits, rights and privileges
necessary for the proper conduct of its business, and continue to engage in the same line of
business and comply in all material respects with all applicable laws, regulations and orders.




          Section 6.5 Copies of Corporate Documents.




          Subject to the prohibitions set forth in Section 7.6 hereof, promptly deliver to the Agent
copies of any amendments or modifications to the certificate of incorporation (or other applicable
organizational documents) and by-laws of HCRI or any Subsidiary, certified with respect to the
certificate of incorporation (or other organizational documents) by the Secretary of State of its
state of incorporation and, with respect to the by-laws, by the secretary or assistant secretary of
such corporation.




          Section 6.6 Perform Obligations.




          Pay and discharge all of the obligations and liabilities of HCRI or any Subsidiary, including,
without limitation, all taxes, assessments and governmental charges upon its income and properties
when due, unless and to the extent only that such obligations, liabilities, taxes, assessments and
governmental charges shall be contested in good faith and by appropriate proceedings and that, to
the extent required by GAAP, proper and adequate book reserves relating thereto are established by
HCRI or any Subsidiary, and then only to the extent that a bond is filed in cases where the filing
of a bond is necessary to avoid the creation of a Lien against any of its properties.




          Section 6.7 Notice of Litigation.




          Promptly notify the Agent in writing of any litigation, legal proceeding or dispute, other
than disputes in the ordinary course of business or, whether or not in the ordinary course of
business, involving amounts in excess of Two Million Five Hundred Thousand ($2,500,000) Dollars,
affecting HCRI or any Subsidiary whether or not fully covered by insurance, and regardless of the
subject matter thereof (excluding, however, any actions relating to workers’ compensation claims or
negligence claims relating to use of motor vehicles, if fully covered by insurance, subject to
deductibles).




          Section 6.8 Insurance.




               (a) (i) Maintain or cause to maintain with responsible insurance companies reasonably
acceptable to the Agent such insurance on the properties of HCRI or any Subsidiary, in such amounts
and against such risks as is customarily maintained by similar businesses and cause each Operator
to do so; (ii) file with the Agent upon its request a detailed list of the insurance then in
effect, stating the names of the insurance companies, the amounts and rates of the insurance, the
dates of the expiration thereof and the properties and risks covered thereby; and (iii) within ten
(10) days after notice in writing from the Agent, obtain such additional insurance as the Agent may
reasonably request; and



39









 





               (b) Carry all insurance available through the PBGC or any private insurance companies covering
its obligations to the PBGC.



          Section 6.9 Financial Covenants.




          Have or maintain, with respect to HCRI, on a consolidated basis, as at the last day of each
fiscal quarter of HCRI:





          (a) a ratio of Funded Indebtedness to the sum of (x) Tangible Net Worth, plus (y)
Funded Indebtedness (the “Leverage Ratio”) of not more than 0.60:1.00; provided,
however, from and after the consummation of an acquisition permitted under Sections
7.4 or 7.8 hereof, so long as no Default or Event of Default shall then exist or would exist
after giving effect to such acquisition, the Leverage Ratio may be increased to not more
than 0.65:1.00 for the two consecutive full fiscal quarters immediately following the date
of such acquisition.




          (b) Tangible Net Worth of not less than $1,700,000,000, plus 85% of the Net Issuance
Proceeds received by HCRI (or any of its Subsidiaries) in connection with the issuance of
any equity interest in HCRI (or any of its Subsidiaries) other than any such equity
interests issued in connection with any dividend reinvestment program(s).




          (c) a Fixed Charge Coverage of not less than 175%.




          (d) a ratio of Unencumbered Assets to unsecured Indebtedness of not less than 1.67 to
1.00.



          Section 6.10 Notice of Certain Events.




               (a) Promptly notify the Agent in writing of the occurrence of any Reportable Event, as defined
in Section 4043 of ERISA, if a notice of such Reportable Event is required under ERISA to be
delivered to the PBGC within 30 days after the occurrence thereof, together with a description of
such Reportable Event and a statement of the action the Borrower(s) or the ERISA Affiliate intends
to take with respect thereto, together with a copy of the notice thereof given to the PBGC.



               (b) Promptly notify the Agent in writing if the Borrower(s) or ERISA Affiliate receives an
assessment of withdrawal liability in connection with a complete or partial withdrawal with respect
to any Multiemployer Plan, together with a statement of the action that such Borrower(s) or ERISA
Affiliate intends to take with respect thereto.



               (c) Promptly notify the Agent in writing if any Borrower receives: (i) any notice of any
violation or administrative or judicial complaint or order having been filed or about to be filed
against such Borrower alleging violations of any Environmental Law and Regulation, or (ii) any
notice from any governmental body or any other Person alleging that such Borrower is or may be
subject to any Environmental Liability; and promptly upon receipt thereof, provide the Agent with a
copy of such notice together with a statement of the action such Borrower intends to take with
respect thereto.



40









 





          Section 6.11 Comply with ERISA.




          Materially comply with all applicable provisions of ERISA and the Code now or hereafter in
effect.




          Section 6.12 Environmental Compliance.




          Operate or cause to operate all property owned, operated or leased by it in compliance with
all Environmental Laws and Regulations, such that no Environmental Liability arises under any
Environmental Laws and Regulations, which would result in a Lien on any property of any Borrower.




          Section 6.13 Maintenance of REIT Status.




          Maintain its REIT Status.




     Article 7. Negative Covenants.



     While the Revolving Credit Commitments are outstanding, and, in the event any Loan remains
outstanding, so long as any Borrower is indebted to the Banks or the Agent and until payment in
full of the Notes and full and complete performance of all of its other Obligations arising
hereunder, HCRI shall not and shall not permit any of its Subsidiaries to do, agree to do, or
permit to be done, any of the following:



          Section 7.1 Indebtedness.




          Create, incur, permit to exist or have outstanding any Indebtedness, except:




               (a) Indebtedness of the Borrowers to the Banks and the Agent and under this Agreement and the
Notes;



               (b) Taxes, assessments and governmental charges, non-interest bearing accounts payable and
accrued liabilities, in any case not more than 90 days past due from the original due date thereof
(unless the failure to satisfy such obligations is pursuant to the good faith contest by
appropriate dispute or other proceedings as set forth in Section 6.6 hereof), and non-interest
bearing deferred liabilities other than for borrowed money (e.g., deferred compensation and
deferred taxes), in each case incurred and continuing in the ordinary course of business;



               (c) Indebtedness secured by the security interests referred to in subsection 7.2(b) hereof;



               (d) Indebtedness consisting of contingent obligations permitted by Section 7.3 hereof;



               (e) Unsecured Indebtedness;



41









 





               (f) In addition to the Indebtedness otherwise permitted under this Section 7.1, Indebtedness
secured by Liens provided that (x) no Default or Event of Default then exists, and (y) immediately
after giving effect to the incurrence of such Indebtedness, (i) no Default or Event of Default will
occur, and (ii) the total outstanding amount of such Indebtedness of HCRI, on a consolidated basis,
plus the total outstanding amount of Indebtedness permitted under subsection 7.1(c), does not
exceed thirty (30%) percent of Consolidated Total Assets as of any date of determination thereof;
and



               (g) As set forth on Schedule 7.1 hereto.



          Section 7.2 Liens.




          Create, or assume or permit to exist, any Lien on any of the properties or assets of the
Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, except:




               (a) Permitted Liens;



               (b) Purchase money Liens on property acquired or held by HCRI or its Subsidiaries in the
ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing
all or any part of the cost of acquiring such property; provided, that (i) any such Lien attaches
to such property concurrently with or within twenty (20) days after the acquisition thereof, (ii)
such Lien attaches solely to the property so acquired in such transaction, (iii) the principal
amount of the debt secured thereby does not exceed 100% of the cost of such property, and (iv) the
aggregate amount of all such Indebtedness on a consolidated basis for HCRI and its Subsidiaries
shall not at any time exceed $1,000,000.00;



               (c) Liens securing Indebtedness created after the date hereof and permitted under subsection
7.1(f) hereof; and



               (d) As set forth on Schedule 7.2 hereto.



          Section 7.3 Guaranties.




          Assume, endorse, be or become liable for, or guarantee, the obligations of any Person, except
(i) by the endorsement of negotiable instruments for deposit or collection in the ordinary course
of business, (ii) guarantees in support of Facilities if, after giving effect to the proposed
guarantee, the aggregate amount of all such obligations guaranteed by the Borrowers, or any of them
(exclusive of the guarantees referred to in subsection 7.3(iii) hereof), would not exceed One
Hundred Fifty Million ($150,000,000) Dollars, and (iii) as set forth on Schedule 7.1 hereof. For
the purposes hereof, the term “guarantee” shall include any agreement, whether such agreement is on
a contingency or otherwise, to purchase, repurchase or otherwise acquire Indebtedness of any other
Person, or to purchase, sell or lease, as lessee or lessor, property or services, in any such case
primarily for the purpose of enabling another person to make payment of Indebtedness, or to make
any payment (whether as an advance, capital contribution, purchase of an equity interest or
otherwise) to assure a minimum equity, asset base, working capital or other balance sheet or
financial condition, in connection with the Indebtedness of another Person, or to supply funds to
or in any manner invest in another Person in connection with such Person’s Indebtedness.




42









 








          Section 7.4 Mergers, Acquisitions.




          Merge or consolidate with any Person, or, acquire all or substantially all of the assets or
any of the capital stock or other equity interests of any Person unless (a) a Borrower is the
surviving entity, (b) no Default or Event of Default exists or will occur after giving effect
thereto, and (c) the approval of the stockholders of HCRI is not required under Section 312.03(c)
of the New York Stock Exchange’s Listed Company Manual or any successor provision of such manual.




          Section 7.5 Distributions.




          Declare or pay any dividends or make any distribution of any kind on HCRI’s outstanding stock,
or set aside any sum for any such purpose, except that:




               (a) HCRI may declare and make dividend payments or other distributions payable solely in its
common stock;



               (b) HCRI may declare and pay cash dividends if, and only if at the time of such payment and
after giving effect thereto, no Event of Default shall exist hereunder; and



               (c) if a Default or an Event of Default exists or will occur as a result of the dividend
payment, HCRI may declare and pay dividends to the minimum extent necessary (taking into account
any dividends or distributions otherwise made including under subsection 7.5(b)) to generate the
minimum deduction for dividends paid during each year that would be required to satisfy Code
Section 857(a)(1).



          Section 7.6 Changes in Structure. 




          Amend, supplement or modify the certificate of incorporation or by-laws (or other applicable
organizational documents) of any Borrower in a manner which would be reasonably likely to cause a
Material Adverse Effect.




          Section 7.7 Disposition of Assets.




          Make any Disposition of Property, or enter into any agreement to do so, unless (a) the
Disposition is at fair market value, and (b) at the time of the Disposition and after giving effect
thereto, no Default or Event of Default exists; provided if such a Disposition constitutes
the sale of all or substantially all of the assets of a Borrower or the sale of all of the equity
interest in a Borrower, upon written notice to the Agent, such Borrower shall be released as a
Borrower under this Agreement and shall be discharged from all of the Obligations of a Borrower
under this Agreement except only those, if any, that are specified in this Agreement as surviving
any such payment, provided further, any such release of a Borrower shall have no
effect on the joint and several obligations of the remaining Borrowers under this Agreement and
notwithstanding the foregoing, HCRI shall at all times remain a Borrower hereunder.




43









 








          Section 7.8 Investments.




          Make, or suffer to exist, any Investment in any Person, including, without limitation, any
shareholder, director, officer or employee of HCRI or any of its Subsidiaries, except:




               (a) Investments in:



                    (i) obligations issued or guaranteed by the United States of America;



                    (ii) certificates of deposit, bankers acceptances and other “money market instruments” issued
by any bank or trust company organized under the laws of the United States of America or any State
thereof and having capital and surplus in an aggregate amount of not less than $100,000,000;



                    (iii) open market commercial paper bearing the highest credit rating issued by S&P or by
another nationally recognized credit rating agency;



                    (iv) repurchase agreements entered into with any bank or trust company organized under the
laws of the United States of America or any State thereof and having capital and surplus in an
aggregate amount of not less than $100,000,000 relating to United States of America government
obligations; and



                    (v) shares of “money market funds”, each having net assets of not less than $100,000,000;


in each case maturing or being due or payable in full not more than 180 days after the Borrowers’
acquisition thereof.




               (b) Investments by HCRI in any Subsidiary, and by any Subsidiary in HCRI or another
Subsidiary, provided, not less than thirty (30) days after the end of each fiscal quarter, HCRI
shall cause each Subsidiary, formed or acquired during such immediately preceding fiscal quarter,
to become a party to this Agreement and a signatory to the Notes (other than with respect to any
newly acquired Subsidiary if any Debt Instrument or ground lease to which such Subsidiary is a
party prohibits it from becoming a party to this Agreement), with the effect that each such new
Subsidiary shall be deemed to become a “Borrower” for the purposes of this Agreement and in
connection therewith, there shall be delivered to the Agent with respect to such Subsidiary those
certificates and documents described in subsection 4.1(e) hereof and all legal matters incident to
the addition of such Subsidiary as a “Borrower” hereunder shall be satisfactory to counsel to the
Agent.



               (c) The acquisition by HCRI and its Subsidiaries, on a consolidated basis, of Facilities and
Mortgages and any real estate, whether developed or undeveloped, that the Borrowers intend to
principally use for a Facility, and subject to subsection 7.8(d) below, Investments in Operators in
the ordinary course of business.



44









 





               (d) Investments in any Person provided that the aggregate Cash portion of all such Investments
does not exceed an amount equal to twenty (20%) percent of Consolidated Total Assets as at any date
of determination thereof, prior to giving effect to any such Investment.


For purposes of subsection 7.8(a)-(d) and Section 7.14 hereof, “Investments” shall mean, by any
Person:





               (i) the amount paid or committed to be paid, or the value of property or services
contributed or committed to be contributed, by such Person for or in connection with the
acquisition by such Person of any stock, bonds, notes, debentures, partnership or other
ownership interests or other securities of any other Person; and




               (ii) the amount of any advance, loan or extension of credit by such Person, to any
other Person, or guaranty or other similar obligation of such Person with respect to any
Indebtedness of such other Person, and (without duplication) any amount committed to be
advanced, loaned, or extended by such Person to any other Person, or any amount the payment
of which is committed to be assured by a guaranty or similar obligation by such Person for
the benefit of, such other Person.



          Section 7.9 Fiscal Year.




          Change its fiscal year.




          Section 7.10 ERISA Obligations.




          Permit the establishment of any Employee Benefit Plan or amend any Employee Benefit Plan which
establishment or amendment could result in liability to any Loan Party or increase the obligation
for post-retirement welfare benefits of any Loan Party which liability or increase, individually or
together with all similar liabilities and increases, has a Material Adverse Effect on any Loan
Party.




          Section 7.11 Intentionally Omitted.




          Section 7.12 Intentionally Omitted.




          Section 7.13 Use of Cash.




          Use, or permit to be used, in any manner or to any extent, each Borrower’s Cash from
operations for the benefit of any Person, except: (a) in connection with the payment or prepayment
of expenses (other than Capital Expenditures) directly incurred for the benefit of each Borrower in
the maintenance and operation of its business, in each case only in the ordinary course of its
business, (b) for the payment of required payments of principal and interest on Indebtedness of
each Borrower permitted to exist hereunder, and (c) for uses that are otherwise specifically
permitted by this Agreement.




45









 








          Section 7.14 Transactions with Affiliates.




          Except as expressly permitted by this Agreement, directly or indirectly: (a) make any
Investment in an Affiliate; (b) transfer, sell, lease, assign or otherwise dispose of any assets to
an Affiliate; (c) merge into or consolidate with or purchase or acquire assets from an Affiliate;
or (d) enter into any other transaction directly or indirectly with or for the benefit of any
Affiliate (including, without limitation, guarantees and assumptions of obligations of an
Affiliate); provided, however, that: (i) payments on Investments expressly
permitted by Section 7.8 hereof may be made, (ii) any Affiliate who is a natural person may serve
as an employee or director of HCRI or any Subsidiary and receive reasonable compensation for his
services in such capacity, and (iii) HCRI or any Subsidiary may enter into any transaction with an
Affiliate providing for the leasing of property, the rendering or receipt of services or the
purchase or sale of product, inventory and other assets in the ordinary course of business if the
monetary or business consideration arising therefrom would be substantially as advantageous to HCRI
or a Subsidiary as the monetary or business consideration that would obtain in a comparable arm’s
length transaction with a Person not an Affiliate.




          Section 7.15 Hazardous Material.




          Cause or permit: (i) any Hazardous Material to be placed, held, located or disposed of, on,
under or at any Facility or any part thereof, except for such Hazardous Materials that are
necessary for HCRI’s or any Subsidiary’s or any Operator’s operation of its business thereon and
which shall be used, stored, treated and disposed of in compliance with all applicable
Environmental Laws and Regulations or (ii) such Facility or any part thereof to be used as a
collection, storage, treatment or disposal site for any Hazardous Material. HCRI and each
Subsidiary acknowledges and agrees that the Agent and the Banks shall have no liability or
responsibility for either:




                    (i) damage, loss or injury to human health, the environment or natural resources caused by the
presence, disposal, release or threatened release of Hazardous Materials on any part of such
Facility; or



                    (ii) abatement and/or clean-up required under any applicable Environmental Laws and
Regulations for a release, threatened release or disposal of any Hazardous Materials located at any
Facility or used by or in connection with HCRI’s or any Subsidiary’s or any Operator’s business.



          Section 7.16 Construction Investments.




          Permit the outstanding principal amount, accrued interest on and related fees in connection
with its Construction Investments to exceed an amount equal to thirty-five (35%) percent of
Consolidated Total Assets; provided, the Borrowers shall not make a Construction Investment for a
Facility unless (i) there is included in the terms thereof an agreement for the conversion of the
Borrower(s) interests in the Facility upon the completion thereof into full ownership or a mortgage
interest, and (ii) if a mortgage interest, the Borrower(s) shall retain a first Lien on such
Facility.




46









 








     Article 8. Events of Default.



     If any one or more of the following events (“Events of Default”) shall occur and be
continuing, the Revolving Credit Commitments shall terminate and the entire unpaid balance of the
principal of and interest on the Notes outstanding and all other obligations and Indebtedness of
each of the Borrowers to the Banks and the Agent arising hereunder and under the other Loan
Documents shall immediately become due and payable upon written notice to that effect given to the
Borrowers by the Agent (except that in the case of the occurrence of any Event of Default described
in Section 8.6 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 each Borrower:



          Section 8.1 Payments.




          Failure by any Borrower to make any payment or mandatory repayment of principal or interest
upon any Note or to make any payment of any Fee when due; or




          Section 8.2 Certain Covenants.




          Failure by any Borrower to perform or observe any of the agreements of a Borrower contained in
Section 5.11, Section 6.9 or Article 7 hereof; or




          Section 8.3 Other Covenants.




          Failure by any Borrower to perform or observe any other term, condition or covenant of this
Agreement or of any of the other Loan Documents to which it is a party, which shall remain
unremedied for a period of thirty (30) days after notice thereof shall have been given to such
Borrower by the Agent; or




          Section 8.4 Other Defaults.




               (a) Failure by any Borrower to perform or observe any term, condition or covenant of any bond,
note, debenture, loan agreement, indenture, guaranty, trust agreement, mortgage or similar
instrument to which it is a party or by which it is bound, or by which any of its properties or
assets may be affected (a “Debt Instrument”), so that, as a result of any such failure to perform,
the Indebtedness included therein or secured or covered thereby may be declared due and payable
prior to the date on which such Indebtedness would otherwise become due and payable; or



               (b) Any event or condition referred to in any Debt Instrument shall occur or fail to occur, so
that, as a result thereof, the Indebtedness included therein or secured or covered thereby may be
declared due and payable prior to the date on which such Indebtedness would otherwise become due
and payable; or



               (c) Failure to pay any Indebtedness for borrowed money due at final maturity or pursuant to
demand under any Debt Instrument;




47









 




provided, however, that the provisions of this Section 8.4 shall not be
applicable to any Debt Instrument that on the date this Section 8.4 would otherwise be applicable
thereto, relates to or evidences Indebtedness in a principal amount of less than $1,500,000; or




          Section 8.5 Representations and Warranties.




          Any representation or warranty made in writing to the Banks or the Agent in any of the Loan
Documents or in connection with the making of the Loans, or any certificate, statement or report
made or delivered in compliance with this Agreement, shall have been false or misleading in any
material respect when made or delivered; or




          Section 8.6 Bankruptcy.




               (a) Any Borrower shall make an assignment for the benefit of creditors, file a petition in
bankruptcy, be adjudicated insolvent, petition or apply to any tribunal for the appointment of a
receiver, custodian, or any trustee for it or a substantial part of its assets, or shall commence
any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution
or liquidation law or statute of any jurisdiction, whether now or hereafter in effect, or any
Borrower shall take any corporate action to authorize any of the foregoing actions; or there shall
have been filed any such petition or application, or any such proceeding shall have been commenced
against it, that remains undismissed for a period of sixty (60) days or more; or any order for
relief shall be entered in any such proceeding; or any Borrower by any act or omission shall
indicate its consent to, approval of or acquiescence in any such petition, application or
proceeding or the appointment of a custodian, receiver or any trustee for it or any substantial
part of its properties, or shall suffer any custodianship, receivership or trusteeship to continue
undischarged for a period of thirty (30) days or more; or



               (b) Any Borrower shall generally not pay its debts as such debts become due; or



               (c) Any Borrower shall have concealed, removed, or permitted to be concealed or removed, any
part of its property, with intent to hinder, delay or defraud its creditors or any of them or made
or suffered a transfer of any of its property that may be fraudulent under any bankruptcy,
fraudulent conveyance or similar law; or shall have made any transfer of its property to or for the
benefit of a creditor at a time when other creditors similarly situated have not been paid; or
shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its
property through legal proceedings or distraint that is not vacated within thirty (30) days from
the date thereof; or



          Section 8.7 Judgments.




          Any judgment against any Borrower or any attachment, levy or execution against any of its
properties for any amount in excess of One Million Five Hundred Thousand ($1,500,000) Dollars shall
remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of thirty
(30) days or more; or




48









 








          Section 8.8 ERISA.




               (a) The termination of any Plan or the institution by the PBGC of proceedings for the
involuntary termination of any Plan, in either case, by reason of, or that results or could result
in, a “material accumulated funding deficiency” under Section 412 of the Code; or



               (b) Failure by any Borrower to make required contributions, in accordance with the applicable
provisions of ERISA, to each of the Plans hereafter established or assumed by it; or



          Section 8.9 Material Adverse Effect. 




          There shall occur a Material Adverse Effect; or




          Section 8.10 Ownership.




               (i) Any Person, or a group of related Persons, shall acquire (a) beneficial ownership in
excess of 25% of the outstanding stock of HCRI or other voting interest having ordinary voting
powers to elect a majority of the directors, managers or trustees of HCRI (irrespective of whether
at such time stock of any other class or classes shall have or might have voting power by reason of
the happening of any contingency), or (b) all or substantially all of the Investments of HCRI, or
(ii) a majority of the Board of Directors of HCRI, at any time, shall be composed of Persons other
than (a) Persons who were members of the Board of Directors on the date of this Agreement, or (b)
Persons who subsequently become members of the Board of Directors and who either (x) are appointed
or recommended for election with the affirmative vote of a majority of the directors in office as
of the date of this Agreement, or (y) are appointed or recommended for election with the
affirmative vote of a majority of the Board of Directors of HCRI then in office; or



          Section 8.11 REIT Status, Etc. 




          HCRI shall at any time fail to maintain its REIT Status, or HCRI or any Subsidiary shall lose,
through suspension, termination, impoundment, revocation, failure to renew or otherwise, any
material license or permit; or




          Section 8.12 Environmental. 




          Any of the Borrowers or any of their respective Facilities shall become subject to one or more
Liens for costs or damages in excess of One Million ($1,000,000) Dollars indi-vidually or in the
aggregate under any Environmental Laws and Regulations, such Liens shall remain in place for thirty
(30) days after the creation thereof and such Liens are reasonably likely to cause a Material
Adverse Effect; or




          Section 8.13 Default by Operator. 




          Thirty (30) days after the acceleration by any Borrower of the obligations of an Operator as a
result of any default in the payment of amounts which are due and owing under




49









 







any lease, note, mortgage or related security documents in connection with any Facility of
such Operator (such Facility, herein referred to as the “Defaulted Facility”), in the event the
Lease Rental Expense and/or Mortgage Expense arising from the Defaulted Facility accounts for 20%
or more of the aggregate amount of all Lease Rental Expense and/or Mortgage Expense owing to the
Borrowers from all Operators during the immediately preceding four (4) calendar quarters.




     Article 9. The Agent.



          Section 9.1  Appointment, Powers and Immunities.




          Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder
and the other Loan Documents with such powers as are specifically delegated to the Agent by the
terms of this Agreement and the other Loan Documents together with such other powers as are
reasonably incidental thereto. The Agent shall have no duties or responsibilities except those
expressly set forth in this Agreement and the other Loan Documents and shall not be a trustee for
any Bank. The Agent shall not be responsible to the Banks for any recitals, statements,
representations or warranties contained in this Agreement or the other Loan Documents in any
certificate or other document referred to or provided for in, or received by any of them under,
this Agreement or the other Loan Documents, or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or the other Loan Documents or any other document
referred to or provided for herein or therein or for the collectibility of the Loans or for any
failure by any Borrower to perform any of its obligations hereunder or under the other Loan
Documents. The Agent may employ agents and attorneys-in-fact and shall not be answerable, except
as to money or securities received by it or its authorized agents, for the negligence or misconduct
of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Agent nor
any of its directors, officers, employees or agents shall be liable or responsible for any action
taken or omitted to be taken by it or them hereunder or the other Loan Documents or in connection
herewith or therewith, except for its or their own gross negligence or willful misconduct.




          Section 9.2 Reliance by Agent.




          The Agent shall be entitled to rely upon any certification, notice or other communication
(including any thereof by telephone, telex, telegram or cable) believed by it to be genuine and
correct and to have been signed or sent by or on behalf of the proper person or persons, and upon
advice and statements of legal counsel, independent accountants and other experts selected by the
Agent. As to any matters not expressly provided for by this Agreement or the other Loan Documents,
the Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder
or the other Loan Documents in accordance with instructions signed by the Required Banks, and such
instructions of the Required Banks and any action taken or failure to act pursuant thereto shall be
binding on all of the Banks.




          Section 9.3 Events of Default.




          The Agent shall not be deemed to have knowledge of the occurrence of a Default (other than the
non-payment of principal of or interest on Loans) unless the Agent has received notice from a Bank
or the Borrower specifying such Default and stating that such notice is a




50









 







“Notice of Default”. In the event that the Agent receives such a notice of the occurrence of
a Default, the Agent shall give notice thereof to the Banks (and shall give each Bank notice of
each such non-payment). The Agent shall (subject to Section 9.7 hereof) take such action with
respect to such Default as shall be directed in writing by the Required Banks (or all of the Banks,
if required by the terms of this Agreement).




          Section 9.4 Rights as a Bank.




          With respect to its Revolving Credit Commitment and the Loans made by it, the Agent in its
capacity as a Bank hereunder shall have the same rights and powers hereunder as any other Bank and
may exercise the same as though it were not acting as the Agent, and the term “Bank” or “Banks”
shall, unless the context otherwise indicates, include the Agent in its individual capacity. The
Agent and its Affiliates may (without having to account therefor to any Bank) accept deposits from,
lend money to and generally engage in any kind of banking, trust or other business with each
Borrower or its Affiliates, as if it were not acting as the Agent, and the Agent may accept fees
and other consideration from each Borrower or its Affiliates, for services in connection with this
Agreement or any of the other Loan Documents or otherwise without having to account for the same to
the Banks.




          Section 9.5 Indemnification.




          The Banks shall indemnify the Agent (to the extent not reimbursed by each Borrower under
Sections 10.1 and 10.2 hereof), ratably in accordance with the aggregate principal amount of the
Loans made by the Banks (or, if no Loans are at the time outstanding, ratably in accordance with
their respective Revolving Credit Commitments), for any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and
nature whatsoever that may be imposed on, incurred by or asserted against the Agent in any way
relating to or arising out of this Agreement or any of the other Loan Documents or any other
documents contemplated by or referred to herein or therein or the transactions contemplated by or
referred to herein or therein or the transactions contemplated hereby and thereby (including,
without limitation, the costs and expenses that each Borrower is obligated to pay under Sections
10.1 and 10.2 hereof, but excluding normal administrative costs and expenses incident to the
performance of its agency duties hereunder) or the enforcement of any of the terms hereof or of any
such other documents, provided that no Bank shall be liable for any of the
foregoing to the extent they arise from the gross negligence or willful misconduct of the party to
be indemnified.




          Section 9.6 Non-Reliance on Agent and other Banks.




          Each Bank agrees that it has, independently and without reliance on the Agent or any other
Bank, and based on such documents and information as it has deemed appropriate, made its own credit
analysis of each Borrower and decision to enter into this Agreement and that it will, independently
and without reliance upon the Agent or any other Bank, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking
or not taking action under this Agreement or the other Loan Documents. The Agent shall not be
required to keep itself informed as to the performance or observance by each Borrower of this
Agreement or the other Loan Documents or any other




51









 







document referred to or provided for herein or therein or to inspect the properties or books
of each Borrower. Except for notices, reports and other documents and information expressly
required to be furnished to the Banks by the Agent hereunder or the other Loan Documents, the Agent
shall not have any duty or responsibility to provide any Bank with any credit or other information
concerning the affairs, financial condition or business of each Borrower, that may come into the
possession of the Agent or any of its Affiliates.




          Section 9.7 Failure to Act.




          Except for action expressly required of the Agent hereunder, the Agent shall in all cases be
fully justified in failing or refusing to act hereunder or thereunder unless it shall be
indemnified to its satisfaction by the Banks against any and all liability and expense that may be
incurred by it by reason of taking or continuing to take any such action.




          Section 9.8 Resignation or Removal of Agent.




          Subject to the appointment and acceptance of a successor Agent as provided below, the Agent
may resign at any time by giving not less than 10 days’ prior written notice thereof to the Banks
and each Borrower and the Agent may be removed at any time with or without cause by the Required
Banks. Upon any such resignation or removal, the Required Banks shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed by the Required Banks and
shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of
resignation or the Required Banks’ removal of the retiring Agent, then the retiring Agent may, on
behalf of the Banks, after consultation with the Borrowers, appoint a successor Agent which shall
be a bank with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any
appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed
to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and
the retiring Agent shall be discharged from its duties and obligations hereunder. After any
retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Article 9 shall
continue in effect for its benefit in respect of any actions taken or omitted to be taken by it
while it was acting as the Agent.




          Section 9.9 Sharing of Payments.




               (a) Prior to any acceleration by the Agent and the Banks of the Obligations:



                    (i) in the event that any Bank shall obtain payment in respect of a Note, or interest thereon,
whether voluntarily or involuntarily, and whether through the exercise of a right of banker’s lien,
set-off or counterclaim against each Borrower or otherwise, in a greater proportion than any such
payment obtained by any other Bank in respect of the corresponding Note held by it, then the Bank
so receiving such greater proportionate payment shall purchase for cash from the other Bank or
Banks such portion of each such other Bank’s or Banks’ Loan as shall be necessary to cause such
Bank receiving the proportionate overpayment to share the excess payment with each Bank; and



52









 





                    (ii) in the event that any Bank shall obtain payment in respect of any Interest Rate Contract
to which such Bank is a party, whether voluntarily or involuntarily, and whether through the
exercise of a right of banker’s lien, set-off or counterclaim against each Borrower or otherwise,
such Bank shall be permitted to retain the full amount of such payment and shall not be required to
share such payment with any other Bank.



               (b) Upon or following any acceleration by the Agent and the Banks of the Obligations, in the
event that any Bank shall obtain payment in respect of a Note, or interest or Fees thereon, or in
respect of an Interest Rate Contract to which such Bank is a party, whether voluntarily or
involuntarily, and whether through the exercise of a right of banker’s lien, set-off or
counterclaim against each Borrower or otherwise, in a greater proportion than any such payment
obtained by any other Bank in respect of the aggregate amount of the corresponding Note held by
such Bank and any Interest Rate Contract to which such Bank is a party, then the Bank so receiving
such greater proportionate payment shall purchase for cash from the other Bank or Banks such
portion of each such other Bank’s or Banks’ Loan as shall be necessary to cause such Bank receiving
the proportionate overpayment to share the excess payment with each Bank. For the purposes of this
subsection 9.9(b), payments on Notes received by each Bank shall be in the same proportion as the
proportion of: (A) the sum of: (x) the Obligations owing to such Bank in respect of the Note held
by such Bank, plus (y) the Obligations owing to such Bank in respect of Interest Rate Contracts to
which such Bank is party, if any, to (B) the sum of: (x) the Obligations owing to all of the Banks
in respect of all of the Notes, plus (y) the Obligations owing to all of the Banks in respect of
all Interest Rate Contracts to which any Bank is a party; provided, however, that,
with respect to subsections 9.9(a)(i) and (b) above, if all or any portion of such excess payment
or benefits is thereafter recovered from the Bank that received the proportionate overpayment, such
purchase of Loans or payment of benefits, as the case may be, shall be rescinded, and the purchase
price and benefits returned, to the extent of such recovery, but without interest.



     Article 10. Miscellaneous Provisions.



          Section 10.1 Fees and Expenses; Indemnity.




               (a) The Borrowers will promptly pay all costs of the Agent in preparing the Loan Documents and
all costs and expenses of the issue of the Notes and of each Borrower’s performance of and
compliance with all agreements and conditions contained herein on its part to be performed or
complied with and the reasonable fees and expenses and disbursements of counsel to the Agent in
connection with the preparation, execution and delivery, administration, interpretation and
enforcement of this Agreement, the other Loan Documents and all other agreements, instruments and
documents relating to this transaction, the consummation of the transactions contemplated by all
such documents, the preservation of all rights of the Banks and the Agent, the negotiation,
preparation, execution and delivery of any amendment, modification or supplement of or to, or any
consent or waiver under, any such document (or any such instrument that is proposed but not
executed and delivered) and with any claim or action threatened, made or brought against any of the
Banks or the Agent arising out of or relating to any extent to this Agreement, the other Loan
Documents or the transactions contemplated hereby or thereby (other than a claim or action
resulting from the gross negligence, willful misconduct, or intentional violation of law by the
Agent and or the Banks).



53









 





               (b) In addition, the Borrowers will promptly pay all costs and expenses (including, without
limitation, reasonable fees and disbursements of counsel) suffered or incurred by each Bank in
connection with its enforcement of the payment of the Notes held by it or any other sum due to it
under this Agreement or any of the other Loan Documents or any of its other rights hereunder or
thereunder. In addition to the foregoing, the Borrowers shall indemnify each Bank and the Agent
and each of their respective directors, officers, employees, attorneys, agents and Affiliates
against, and hold each of them harmless from, any loss, liabilities, damages, penalties, claims,
costs and expenses (including reasonable attorneys’ fees and disbursements) suffered or incurred by
any of them arising out of, resulting from or in any manner connected with, the execution, delivery
and performance of each of the Loan Documents, the Loans and any and all transactions related to or
consummated in connection with the Loans (other than as a result of the gross negligence, willful
misconduct or intentional violation of law by the party seeking indemnification), including,
without limitation, losses, liabilities, damages, penalties, claims, costs and expenses suffered or
incurred by any Bank or the Agent or any of their respective directors, officers, employees,
attorneys, agents or Affiliates arising out of or related to any Environmental Liability or
Environmental Proceeding, or in investigating, preparing for, defending against, or providing
evidence, producing documents or taking any other action in respect of any commenced or threatened
litigation, administrative proceeding or investigation under any federal securities law or any
other statute of any jurisdiction, or any regulation, or at common law or otherwise against the
Agent, the Banks or any of their officers, directors, affiliates, agents or Affiliates, that is
alleged to arise out of or is based upon: (i) any untrue statement or alleged untrue statement of
any material fact of any Borrower and its affiliates in any document or schedule filed with the
Securities and Exchange Commission or any other governmental body; (ii) any omission or alleged
omission to state any material fact required to be stated in such document or schedule, or
necessary to make the statements made therein, in light of the circumstances under which made, not
misleading; (iii) any acts, practices or omission or alleged acts, practices or omissions of any
Borrower or its agents related to the making of any acquisition, purchase of shares or assets
pursuant thereto, financing of such purchases or the consummation of any other transactions
contemplated by any such acquisitions that are alleged to be in violation of any federal securities
law or of any other statute, regulation or other law of any jurisdiction applicable to the making
of any such acquisition, the purchase of shares or assets pursuant thereto, the financing of such
purchases or the consummation of the other transactions contemplated by any such acquisition; or
(iv) any withdrawals, termination or cancellation of any such proposed acquisition for any reason
whatsoever. The indemnity set forth herein shall be in addition to any other obligations or
liabilities of any Borrower to the Agent and the Banks hereunder, at common law or otherwise. The
provisions of this Section 10.1 shall survive the payment of the Notes and the termination of this
Agreement.



          Section 10.2 Taxes.




          If, under any law in effect on the date of the closing of any Loan hereunder, or under any
retroactive provision of any law subsequently enacted, it shall be determined that any Federal,
state or local tax is payable in respect of the issuance of any Note, or in connection with the
filing or recording of any assignments, mortgages, financing statements, or other documents
(whether measured by the amount of Indebtedness secured or otherwise) as contemplated by this
Agreement, then each Borrower will pay any such tax and all interest and penalties, if any, and


54









 







will indemnify the Banks and the Agent against and save each of them harmless from any loss or
damage resulting from or arising out of the nonpayment or delay in payment of any such tax. If any
such tax or taxes shall be assessed or levied against any Bank or any other holder of a Note, such
Bank, or such other holder, as the case may be, may notify each Borrower and make immediate payment
thereof, together with interest or penalties in connection therewith, and shall thereupon be
entitled to and shall receive immediate reimbursement therefor from each Borrower. Notwithstanding
any other provision contained in this Agreement, the covenants and agreements of the Borrowers in
this Section 10.2 shall survive payment of the Notes and the termination of this Agreement.




          Section 10.3 Payments.




          As set forth in Article 2 hereof, all payments by each Borrower on account of principal,
interest, fees and other charges (including any indemnities) shall be made to the Agent at the
Principal Office of the Agent, in lawful money of the United States of America in immediately
available funds, by wire transfer or otherwise, not later than 11:00 A.M. Cleveland, Ohio time on
the date such payment is due. Any such payment made on such date but after such time shall, if the
amount paid bears interest, be deemed to have been made on, and interest shall continue to accrue
and be payable thereon until, the next succeeding Business Day. If any payment of principal or
interest becomes due on a day other than a Business Day, such payment may be made on the next
succeeding Business Day and such extension shall be included in computing interest in connection
with such payment. All payments hereunder and under the Notes shall be made without set-off or
counterclaim and in such amounts as may be necessary in order that all such payments shall not be
less than the amounts otherwise specified to be paid under this Agreement and the Notes (without
regard to withholding for or on account of: (i) any present or future taxes, levies, imposts,
duties or other similar charges of whatever nature imposed by any government or any political
subdivision or taxing authority thereof, other than any tax (except those referred to in clause
(ii) below) on or measured by the net income of the Bank to which any such payment is due pursuant
to applicable federal, state and local income tax laws, and (ii) deduction of amounts equal to the
taxes on or measured by the net income of such Bank payable by such Bank with respect to the amount
by which the payments required to be made under this sentence exceed the amounts otherwise
specified to be paid in this Agreement and the Notes). Upon payment in full of any Note, the Bank
holding such Note shall mark the Note “Paid” and return it to the Borrowers.




          Section 10.4 Survival of Agreements and Representations; Construction.




          All agreements, representations and warranties made herein shall survive the delivery of this
Agreement and the Notes. The headings used in this Agreement and the table of contents are for
convenience only and shall not be deemed to constitute a part hereof. All uses herein of the
masculine gender or of singular or plural terms shall be deemed to include uses of the feminine or
neuter gender, or plural or singular terms, as the context may require.




          Section 10.5 Lien on and Set-off of Deposits.




          As security for the due payment and performance of all the Obligations, each Borrower hereby
grants to Agent for the ratable benefit of the Banks a Lien on any and all


55









 







deposits or other sums at any time credited by or due from the Agent or any Bank to the
Borrower, whether in regular or special depository accounts or otherwise, and any and all monies,
securities and other property of the Borrower, and the proceeds thereof, now or hereafter held or
received by or in transit to any Bank or the Agent from or for such Borrower, whether for
safekeeping, custody, pledge, transmission, collection or otherwise, and any such deposits, sums,
monies, securities and other property, may at any time after the occurrence and during the
continuance of any Event of Default be set-off, appropriated and applied by any Bank or the Agent
against any of the Obligations, whether or not any of such Obligations is then due or is secured by
any collateral.




          Section 10.6 Modifications, Consents and Waivers; Entire Agreement.




          No modification, amendment or waiver of or with respect to any provision of this Agreement,
any Notes, or any of the other Loan Documents and all other agreements, instruments and documents
delivered pursuant hereto or thereto, nor consent to any departure by any Borrower from any of the
terms or conditions thereof, shall in any event be effective unless it shall be in writing and
signed by the Agent and each Bank except that: (i) any modification or amendment of, or waiver or
consent with respect to, Article 4 shall be required to be signed only by the Agent and the
Required Banks, and (ii) any modification or amendment of, or waiver or consent with respect to,
Articles 1 (other than the definition of “Required Banks” or any other defined term which is used
in the application of any of the provisions of Article 2), 5, 6, 7, 8 (other than Section 8.1 and
Section 8.4 hereof) and 10 (other than this Section 10.6) may be signed only by the Agent and the
Required Banks. Any such waiver or consent shall be effective only in the specific instance and
for the purpose for which given. No consent to or demand on any Borrower in any case shall, of
itself, entitle it to any other or further notice or demand in similar or other circumstances.
Notwithstanding anything to the contrary contained herein, no modification, amendment or waiver of
or with respect to any provision of this Agreement, any Notes, or any of the other Loan Documents
and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor
consent to any departure by any Borrower from any of the terms or conditions thereof, shall in any
event amend, modify or otherwise affect the rights or duties of the Agent or the Swing Line Banks
hereunder without the prior written consent of the Agent or the Swing Line Banks, as the case may
be. This Agreement and the other Loan Documents embody the entire agreement and understanding
among the Banks, the Agent, the Swing Line Banks and the Borrowers and supersede all prior
agreements and understandings relating to the subject matter hereof.




          Section 10.7 Remedies Cumulative; Counterclaims.




          Each and every right granted to the Agent and the Banks hereunder or under any other document
delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative
and may be exercised from time to time. No failure on the part of the Agent or any Bank or the
holder of any Note to exercise, and no delay in exercising, any right shall operate as a waiver
thereof, nor shall any single or partial exercise of any right preclude any other or future
exercise thereof or the exercise of any other right. The due payment and performance of the
Obligations shall be without regard to any counterclaim, right of offset or any other claim
whatsoever that any Borrower may have against any Bank or the Agent and without regard to any other
obligation of any nature whatsoever that any Bank or the Agent may have to


56









 







any Borrower, and no such counterclaim or offset shall be asserted by any Borrower (unless
such counter-claim or offset would, under applicable law, be permanently and irrevocably lost if
not brought in such action) in any action, suit or proceeding instituted by any Bank or the Agent
for payment or performance of the Obligations.




          Section 10.8 Further Assurances.




          At any time and from time to time, upon the request of the Agent, each Borrower shall execute,
deliver and acknowledge or cause to be executed, delivered and acknowledged, such further documents
and instruments and do such other acts and things as the Agent may reasonably request in order to
fully effect the purposes of this Agreement, the other Loan Documents and any other agreements,
instruments and documents delivered pursuant hereto or in connection with the Loans.




          Section 10.9 Notices.




          All notices, requests, reports and other communications pursuant to this Agreement shall be in
writing, either by letter (delivered by hand or commercial messenger service or sent by certified
mail, return receipt requested, except for routine reports delivered in compliance with Article 5
hereof which may be sent by ordinary first-class mail) or telecopy, addressed as follows:




	 	 	 	 	 
	 

	 	(a)
	 	If to the Borrowers:
	 
	 	 	 	 
	 

	 	 	 	Health Care REIT, Inc.

One SeaGate/Suite 1500

Toledo, Ohio 43603-1475

Attention: Mr. George L. Chapman

                 Chairman of the Board and

                 Chief Executive Officer

Telecopier No: (419) 247-2826
	 
	 	 	 	 
	 

	 	 	 	with a copy to:
	 
	 	 	 	 
	 

	 	 	 	Shumaker, Loop & Kendrick, LLP

North Courthouse Square

1000 Jackson

Toledo, Ohio 43624-1573

Attention: Mary Ellen Pisanelli, Esq.

Telecopier No.: (419) 241-6894
	 
	 	 	 	 
	 

	 	(b)
	 	If to any Bank:
	 
	 	 	 	 
	 

	 	 	 	To its address set forth below its

name on the signature pages hereof,

with a copy to the Agent; and






57









 






	 	 	 	 	 
	 

	 	(c)
	 	If to the Agent:
	 
	 	 	 	 
	 

	 	 	 	KeyBank National Association, as Administrative Agent

127 Public Square

Cleveland, Ohio 44114-1306

Attention: Laura Conway

                  Vice President

Telecopier No.: (216) 689-5970

	 
	 	 	 	 
	 

	 	 	 	with a copy (other than in the case

of Borrowing Notices and reports

and other documents delivered in

compliance with Article 5 hereof) to:
	 
	 	 	 	 
	 

	 	 	 	Emmet, Marvin & Martin, LLP

120 Broadway

New York, New York 10271

Attention: Richard S. Talesnick, Esq.

Telecopier No.: (212) 238-3100





Any notice, request, demand or other communication hereunder shall be deemed to have been given on:
(x) the day on which it is telecopied to such party at its telecopier number specified above
(provided such notice shall be effective only if followed by one of the other methods of delivery
set forth herein) or delivered by receipted hand or such commercial messenger service to such party
at its address specified above, or (y) on the third Business Day after the day deposited in the
mail, postage prepaid, if sent by mail. Any party hereto may change the Person, address or
telecopier number to whom or which notices are to be given hereunder, by notice duly given
hereunder; provided, however, that any such notice shall be deemed to have been
given hereunder only when actually received by the party to which it is addressed.




          Section 10.10 Counterparts.




          This Agreement may be signed in any number of counterparts with the same effect as if the
signatures thereto and hereto were upon the same instrument.




          Section 10.11 Severability.




          The provisions of this Agreement are severable, and if any clause or provision hereof shall be
held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction
and shall not in any manner affect such clause or provision in any other jurisdiction, or any other
clause or provision in this Agreement in any jurisdiction. Each of the covenants, agreements and
conditions contained in this Agreement is independent and compliance by the Borrower with any of
them shall not excuse non-compliance by the Borrower with any other. All covenants hereunder shall
be given independent effect so that if a particular action or condition is not permitted by any of
such covenants, the fact that it would be permitted by an exception to, or be otherwise within the
limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default
if such action is taken or condition exists.




58









 








          Section 10.12 Binding Effect; No Assignment or Delegation by Borrowers.




          This Agreement shall be binding upon and inure to the benefit of each of the Borrowers and
their respective successors and to the benefit of the Banks and the Agent and their respective
successors and assigns. The rights and obligations of each Borrower under this Agreement shall not
be assigned or delegated without the prior written consent of the Agent and the Required Banks, and
any purported assignment or delegation without such consent shall be void.




          Section 10.13 Assignments and Participations by Banks.




               (a) Each Bank may assign to one or more banks or other entities all or a portion of its rights
and obligations under this Agreement (including, without limitation, all or a portion of its
Revolving Credit Commitment, the Loans owing to it, and the Note held by it); provided, however,
that: (i) the Borrowers and the Agent must give prior written consent to such assignment (unless
such assignment is to an Affiliate of such Bank or to another Bank), which consent shall not be
unreasonably withheld, (ii) the parties to each such assignment shall execute and deliver to the
Agent an Assignment and Acceptance, and a processing fee of $3,500.00, (iii) each such assignment
shall be of a constant, and not a varying, percentage of all of the assigning Bank’s rights and
obligations under this Agreement, (iv) the amount of the Revolving Credit Commitment of the
assigning Bank being assigned pursuant to each such assignment (determined as of the date of the
Assignment and Acceptance with respect to such assignment) shall in no event be less than
$5,000,000 and shall be an integral multiple of $1,000,000, and (v) each such assignment shall be
to an Eligible Assignee. Upon such execution, delivery and acceptance, from and after the
effective date specified in each Assignment and Acceptance, which effective date shall be at least
five (5) Business Days after the execution thereof: (x) the assignee thereunder shall be a party
hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant
to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (y) the
Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been
assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released
from its obligations under this Agreement (and, in the case of an Assignment and Acceptance
covering all or the remaining portion of an assigning Bank’s rights and obligations under this
Agreement, such Bank shall cease to be a party hereto). Notwithstanding anything to the contrary
in clause (a)(i) above, no consent of the Borrowers shall be required for an assignment if an Event
of Default has occurred and is continuing.



               (b) By executing and delivering an Assignment and Acceptance, the Bank assignor thereunder and
the assignee thereunder confirm to and agree with each other and the other parties hereto as
follows: (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no
representation or warranty and assumes no responsibility with respect to any statements, warranties
or representations made in or in connection with this Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement or any other
instrument or document furnished pursuant hereto; (ii) such assigning Bank makes no representation
or warranty and assumes no responsibility with respect to the financial condition of each Borrower
or the performance or observance by each Borrower of any of its obligations under this Agreement or
any other



59









 







instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has
received a copy of this Agreement, together with copies of such financial statements and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Agent, such assigning Bank or any other Bank and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible
Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its
behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms
hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee
agrees that it will perform in accordance with their terms all of the obligations which by the
terms of this Agreement are required to be performed by it as a Bank.



               (c) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an
assignee representing that it is an Eligible Assignee, together with any Note subject to such
assignment, the Agent shall: (i) accept such Assignment and Acceptance, and (ii) give prompt
notice thereof to the Borrowers. Within five (5) Business Days after its receipt of such notice,
the Borrowers, at their own expense, shall execute and deliver to the Agent in exchange for the
surrendered Note a new Note to the order of such Eligible Assignee in an amount equal to the
Revolving Credit Commitment assumed by it pursuant to such Assignment and Acceptance and, if the
assigning Bank has retained a Revolving Credit Commitment hereunder, a new Note to the order of the
assigning Bank in an amount equal to the Revolving Credit Commitment retained by it hereunder.
Such new Note shall be in an aggregate principal amount equal to the aggregate principal amount of
such surrendered Note, shall be dated the effective date of such Assignment and Acceptance and
shall otherwise be in substantially the form of Exhibit A hereto.



               (d) Each Bank may, without the prior consent of the Agent, the other Banks or the Borrowers,
sell participations to one or more banks or other entities in all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a portion of its Revolving
Credit Commitment, the Loans owing to it, and the Note held by it); provided,
however, that: (i) such Bank’s obligations under this Agreement (including, without
limitation, its Revolving Credit Commitment hereunder) shall remain unchanged, (ii) such Bank shall
remain solely responsible to the other parties hereto for the performance of such obligations,
(iii) such Bank shall remain the holder of any such Note for all purposes of this Agreement, and
the Borrowers, the Agent and the other Banks shall continue to deal solely and directly with such
Bank in connection with such Bank’s rights and obligations under this Agreement.



               (e) Any Bank may, in connection with any assignment or participation or proposed assignment or
participation pursuant to this Section 10.13, disclose to the assignee or participant or proposed
assignee or participant, any information relating to any Borrower furnished to such Bank by or on
behalf of such Borrower; provided that, prior to any such disclosure, the assignee
or participant or proposed assignee or participant shall agree to preserve the confidentiality of
any confidential information relating to such Borrower received by it from such Bank.



60









 





               (f) Anything in this Section 10.13 to the contrary notwithstanding, any Bank may assign and
pledge all or any portion of its Loans and its Note to any Federal Reserve Bank (and its
transferees) as collateral security pursuant to Regulation A of the Board of Governors of the
Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such
assignment shall release the assigning Bank from its obligations hereunder.



          Section 10.14 Delivery of Tax Forms.




          Each Bank that is not organized under the laws of the United States or a state thereof shall:




               (a) deliver to the Borrowers and the Agent, on or prior to the date of the execution and
delivery of this Agreement or the date on which it becomes a Bank hereunder, two accurate and duly
completed executed copies of United States IRS Form W-8BEN or W-8ECI, as appropriate, or successor
applicable form, as the case may be;



               (b) deliver to the Borrowers and the Agent two further accurate and complete executed copies
of any such form or certification on or before the date that any such form or certification expires
or becomes obsolete and after the occurrence of any event requiring a change in the most recent
form previously delivered by it to the Borrowers; and



               (c) obtain such extensions of time for filing and completing such forms or certifications as
may reasonably be requested by the Borrowers or the Agent; unless in any such case under clause (b)
above an event (including, without limitation, any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be required which renders all
such forms inapplicable or which would prevent such Bank from duly completing and delivering any
such form with respect to it and such Bank so advises the Borrower and the Agent. Such Bank shall
certify with respect to Form W-8BEN or W8ECI, as appropriate that (i) it is entitled to receive
payments under this Agreement without deduction or withholding of any United States Federal income
taxes; (ii) to the extent legally entitled to do so, that it is entitled to receive payments under
this Agreement without, or at a reduced rate of, deduction or withholding of any United States
Federal income taxes; or (iii) that it is entitled to an exemption from United States backup
withholding tax. Each Person not organized under the laws of the United States or a state thereof
that is an assignee hereunder shall, prior to the effectiveness of the related transfer, be
required to provide all of the forms and statements required pursuant to this Section 10.14.



          Section 10.15 GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF TRIAL BY
JURY.




               (a) THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ALL OTHER DOCUMENTS AND INSTRUMENTS EXECUTED
AND DELIVERED IN CONNECTION HEREWITH AND THEREWITH, SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS RULES
PERTAINING TO CONFLICTS OF LAWS.



61









 





               (b) EACH BORROWER IRREVOCABLY CONSENTS THAT ANY LEGAL ACTION OR PROCEEDING AGAINST IT UNDER,
ARISING OUT OF OR IN ANY MANNER RELATING TO THIS AGREEMENT, AND EACH OTHER LOAN DOCUMENT MAY BE
BROUGHT IN ANY COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK, OR IN THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. EACH BORROWER, BY THE EXECUTION AND DELIVERY OF THIS
AGREEMENT, EXPRESSLY AND IRREVOCABLY ASSENTS AND SUBMITS TO THE NONEXCLUSIVE PERSONAL JURISDICTION
OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING. EACH BORROWER FURTHER IRREVOCABLY CONSENTS
TO THE SERVICE OF ANY COMPLAINT, SUMMONS, NOTICE OR OTHER PROCESS RELATING TO ANY SUCH ACTION OR
PROCEEDING BY DELIVERY THEREOF TO IT BY HAND OR BY MAIL IN THE MANNER PROVIDED FOR IN SECTION 10.9
HEREOF. EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY CLAIM OR DEFENSE IN ANY SUCH
ACTION OR PROCEEDING BASED ON ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR
FORUM NON CONVENIENS OR ANY SIMILAR BASIS. EACH BORROWER SHALL NOT BE
ENTITLED IN ANY SUCH ACTION OR PROCEEDING TO ASSERT ANY DEFENSE GIVEN OR ALLOWED UNDER THE LAWS OF
ANY STATE OTHER THAN THE STATE OF NEW YORK UNLESS SUCH DEFENSE IS ALSO GIVEN OR ALLOWED BY THE LAWS
OF THE STATE OF NEW YORK. NOTHING IN THIS SECTION 10.15 SHALL AFFECT OR IMPAIR IN ANY MANNER OR TO
ANY EXTENT THE RIGHT OF THE AGENT OR ANY BANK TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
AGAINST ANY BORROWER IN THE COURTS OF ANY OTHER JURISDICTION OR THE RIGHT, IN CONNECTION WITH ANY
LEGAL ACTION OR PROCEEDING WHATSOEVER, TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.



               (c) EACH BORROWER, THE BANKS AND THE AGENT WAIVE TRIAL BY JURY IN ANY LITIGATION IN ANY COURT
WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF, THIS AGREEMENT, ANY OF THE OTHER LOAN
DOCUMENTS, OR ANY INSTRUMENT OR DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT, OR THE VALIDITY,
INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.



          Section 10.16 Confidentiality.




          Each of the Agent and the Banks agree to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors,
officers, employees and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential), (b) to the extent
requested by any regulatory or self-regulatory authority, (c) to the extent required by applicable
laws or regulations or by any subpoena or similar legal process, (d) to any other party to this
Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder, (f) with the
consent of the Borrowers, (g) to the extent such Information





62









 




(i) becomes publicly available other than as a result of a breach of this Section, or
(ii) becomes available to the Agent or any Bank on a nonconfidential basis from a source other than
the Borrowers, or (h) to any prospective assignee or participant in connection with any
contemplated transfer pursuant to Section 10.13 or to any direct, indirect, actual or prospective
counterparty (and its advisor) to any swap, derivative or securitization transaction related to the
obligations under this Agreement, provided that such prospective assignee, participant or
counterparty shall have been made aware of this Section 10.16 and shall have agreed to be bound by
its provisions as if it were a party to this Agreement.. For the purposes of this Section,
“Information” means all information received from Borrower relating to Borrower or its business,
other than any such information that is available to the Agent or any Bank on a nonconfidential
basis prior to disclosure by Borrower; provided, that, in the case of information received
from Borrower after the date hereof, such information is clearly identified at the time of delivery
as confidential. Any Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.




          Section 10.17 USA Patriot Act Notice; Anti-Money Laundering.




          (a) The Agent and each Bank hereby notifies each Borrower that, pursuant to the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Patriot Act”), it is required to obtain, verify and record information that identifies the
Borrowers, which information includes the name and address of the Borrowers and other information
that will allow the Agent and such Banks to identify the Borrowers in accordance with the Patriot
Act.




          (b) The Borrowers shall, following a request by the Agent or any Bank, provide all
documentation and other information that the Agent or such Bank reasonably requests in order to
comply with its ongoing obligations under applicable “know your customer” and anti-money laundering
rules and regulations, including the Patriot Act.




          (c) Each Borrower confirms that it is the beneficiary (within the meaning of the German Act on
the Improvement of the Suppression of Money Laundering and Combating the Financing of Terrorism of
August 8, 2002 (Cesetz uber das Aufspiiren von Gewinnen aus schweren Straftaten (Geldwaschegesetz))
for the credit made available to it under this Agreement. It will promptly inform the Agent (by
written notice) if it is not, or ceases to be, the beneficiary and will then set down in writing
the name and the address of the beneficiary.




          Section 10.18 Syndication Agent and Documentation Agents.




          The parties hereto acknowledge that DBSI has acted as “syndication agent” and UBS Securities
LLC, Bank of America, N.A., JPMorgan Chase Bank, N.A., Calyon New York Branch, Barclays Bank PLC
and Fifth Third Bank have acted as “documentation agents” in connection with the consummation of
the transactions contemplated by this Fourth Amended and Restated Loan Agreement. Neither DBSI nor
UBS Securities LLC, Bank of America, N.A., JPMorgan Chase Bank, N.A., Calyon New York Branch,
Barclays Bank PLC or Fifth Third Bank has obligations or liabilities hereunder in such capacity.




63









 








     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 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

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 HCRI North Carolina Properties I, Inc.

     Its Member

HCRI SOUTHERN INVESTMENTS I, INC.

HCRI TENNESSEE 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 MARYLAND PROPERTIES, LLC

     By Health Care REIT, Inc.

     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




Health Care REIT, Inc. Fourth Amended and Restated Loan Agreement Signature Page




 









 






HCRI SURGICAL PROPERTIES, LLC

     By Health Care REIT, Inc.

     Its Member

HCRI TUCSON PROPERTIES, INC.

HCRI INVESTMENTS, INC.

HCRI CHICAGO PROPERTIES, INC.

HCRI GENERAL PROPERTIES, INC.

HCRI KANSAS PROPERTIES, LLC

     By Health Care REIT, Inc.

     Its Member

HCRI TENNESSEE PROPERTIES, LLC

     By HCRI Tennessee Properties, Inc.

     Its Member

HH FLORIDA, LLC

     By Limited Holdings, Inc.

     Its Member

HCRI NEW HAMPSHIRE PROPERTIES, LLC

     By Health Care REIT, Inc.

     Its Member

HCRI PROVIDER PROPERTIES, LLC

     By Health Care REIT, Inc.

     Its Member

1920 CLEVELAND ROAD WEST, LLC

     By Health Care REIT, Inc., as the Member of

     HCRI Provider Properties, LLC

     Its Member

721 HICKORY STREET, LLC

     By Health Care REIT, Inc., as the Member of

     HCRI Provider Properties, LLC

     Its Member

111 LAZELLE ROAD EAST, LLC

     By Health Care REIT, Inc., as the Member of

     HCRI Provider Properties, LLC

     Its Member

5166 SPANSON DRIVE SE, LLC

     By Health Care REIT, Inc., as the Member of

     HCRI Provider Properties, LLC

     Its Member

1425 YORKLAND ROAD, LLC

     By Health Care REIT, Inc., as the Member of

     HCRI Provider Properties, LLC

     Its Member

222 EAST BEECH STREET — JEFFERSON, L.L.C.

     By Health Care REIT, Inc., as the Member of

     HCRI Provider Properties, LLC

     Its Member

HCRI SENIOR HOUSING PROPERTIES, INC.

209 MERRIMAN ROAD, L.L.C.

     By Health Care REIT, Inc., as the Member of

     HCRI Provider Properties, LLC

     Its Member

HCRI FINANCING, INC.

HCRI BEACHWOOD, INC.

HCRI BROADVIEW, INC.

HCRI WESTLAKE, INC.

PARAMOUNT REAL ESTATE SERVICES, INC.







Health Care REIT, Inc. Fourth Amended and Restated Loan Agreement Signature Page


 









 





HCN DEVELOPMENT SERVICES GROUP, INC.

WINDROSE MEDICAL PROPERTIES, L.P.

MED PROPERTIES ASSET GROUP, L.L.C.

     By Windrose Medical Properties, L.P.

     Its Member

WINDROSE MEDICAL PROPERTIES MANAGEMENT, L.L.C.

     By Windrose Medical Properties, L.P.

     Its Member

HEALTHCARE PROPERTY MANAGERS OF AMERICA, LLC

MEDICAL REAL ESTATE PROPERTY MANAGERS OF AMERICA, LLC

BRIERBROOK PARTNERS, L.L.C.

     By Windrose Medical Properties, L.P., as the Member of

     Med Properties Asset Group, L.L.C.

     Its Managing Member

WINDROSE WEBSTER PROPERTIES, L.P.

     By Windrose Medical Properties, L.P., as the Member of

     WMPT Webster Management, L.L.C.

     Its General Partner

WMPT WEBSTER MANAGEMENT, L.L.C.

     By Windrose Medical Properties, L.P.

     Its Member

WINDROSE 119 PROPERTIES, L.L.C.

     By Windrose Medical Properties, L.P., as the Member of

     WMPT 119 Management, L.L.C.

     Its Managing Member

WMPT 119 MANAGEMENT L.L.C.

     By Windrose Medical Properties, L.P.

     Its Member

WINDROSE ORANGE PROPERTIES, L.L.C.

     By Windrose Medical Properties, L.P.

     Its Member

WINDROSE TRUSSVILLE PROPERTIES, L.L.C.

     By Windrose Medical Properties, L.P., as the Member of

     WMPT Trussville Management, L.L.C.

     Its Managing Member

WMPT TRUSSVILLE MANAGEMENT, L.L.C.

     By Windrose Medical Properties, L.P.

     Its Member

WINDROSE LAFAYETTE PROPERTIES, L.L.C.

     By Windrose Medical Properties, L.P., as the Member of

     WMPT Lafayette Management, L.L.C.

     Its Managing Member

WMPT LAFAYETTE MANAGEMENT, L.L.C.

     By Windrose Medical Properties, L.P.

     Its Member

WINDROSE TULSA PROPERTIES, L.L.C.

     By Windrose Medical Properties, L.P., as the Member of

     WMPT Tulsa Management, L.L.C.

     Its Managing Member

WMPT TULSA MANAGEMENT, L.L.C.

     By Windrose Medical Properties, L.P.

     Its Member

HEAT MERGER SUB, LLC

     By Health Care REIT, Inc.

     Its Member






Health Care REIT, Inc. Fourth Amended and Restated Loan Agreement Signature Page


 









 





WARRIOR LP HOLDCO, LLC

     By Health Care REIT, Inc.

     Its Member

HEAT OP TRS, INC.

HCRI LOGISTICS, INC.

HCRI TRS HOLDCO, INC.

HCN ACCESS HOLDINGS, LLC

     By Health Care REIT, Inc.

     Its Member

HCN ACCESS LAS VEGAS I, LLC

     By Health Care REIT, Inc., as the Member of

     HCN Access Holdings, LLC

     Its Member






	 	 	 	 	 
	 	 	 
	 	By  	     /s/ George L. Chapman
 	 
	 	 	Chief Executive Officer 	 
	 	 	 	 
	 




     GEORGE L. CHAPMAN, as Chief Executive Officer of all of the aforementioned entities, has
executed this Fourth 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 Fourth Amended
and Restated Loan Agreement separately for each of the above named entities.


Health Care REIT, Inc. Fourth Amended and Restated Loan Agreement Signature Page




 









 








	 	 	 	 	 	 	 	 	 
	Revolving Credit Commitment:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	$100,000,000	 	KEYBANK NATIONAL ASSOCIATION,

as Administrative Agent, as a

Swing Line Bank and as a Bank	 	 
	 
	 	 	 	 	 	 	 	 
	Pro Rata Share of Aggregate	 	By:	 	/s/ Laura Conway	 	 
	 	 	 	 	 	 	 
	Revolving Credit Commitments:

	 	 	 	Name:
	 	Laura Conway	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	8.7%
	 	 	 	 	 	 	 	 
	 	 	Lending Office for Base Rate Loans

and LIBOR Loans:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	KeyBank National Association

127 Public Square, MC:OH-01-27-0605

Cleveland, Ohio 44114

Attention: Healthcare Administrative Assistant	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	KeyBank National Association

127 Public Square, MC:OH-01-27-0605

Cleveland, Ohio 44114

Attention: Laura Conway

Telecopier: (216) 216-689-5970	 	 





Health Care REIT, Inc. Fourth Amended and Restated Loan Agreement Signature Page





 









 








	 	 	 	 	 	 	 	 	 
	Revolving Credit Commitment:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	$100,000,000	 	DEUTSCHE BANK AG NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 	 	 
	Pro Rata Share of Aggregate	 	By:	 	/s/ Frederick Laird	 	 
	 	 	 	 	 	 	 
	Revolving Credit Commitments:

	 	 	 	Name:
	 	Frederick Laird	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 
	8.7%
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Heidi Sandquist	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Heidi Sandquist	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Lending Office for Base Rate Loans

and LIBOR Loans:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Deutsche Bank AG New York Branch

90 Hudson Street

Jersey City, New Jersey 07302

Attention: Linda Hill	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Deutsche Bank

60 Wall Street

MS NYC60-1104

New York, New York 10005

Attention: Diane F. Rolfe

Vice President	 	 





Health Care REIT, Inc. Fourth Amended and Restated Loan Agreement Signature Page





 









 








	 	 	 	 	 	 	 	 	 
	Revolving Credit Commitment:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	$100,000,000	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 	 	 
	Pro Rata Share of Aggregate	 	By:	 	/s/ Amie Edwards	 	 
	 	 	 	 	 	 	 
	Revolving Credit Commitments:

	 	 	 	Name:
	 	Amie Edwards	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	8.7%
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Lending Office for Base Rate Loans

and LIBOR Loans:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Bank of America, N.A.

2001 Clayton Road

Concord, California 94520

Ref: Credit Services, Health Care REIT

Attention: Lynne O. Famularcano	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Bank of America, N.A.

100 North Tryon Street

Charlotte, North Carolina 28255

Attention: Amie Edwards	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Telecopier: (704) 388-6002	 	 





Health Care REIT, Inc. Fourth Amended and Restated Loan Agreement Signature Page





 









 








	 	 	 	 	 	 	 	 	 
	Revolving Credit Commitment:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	$100,000,000	 	JPMORGAN CHASE BANK, N.A.	 	 
	 
	 	 	 	 	 	 	 	 
	Pro Rata Share of Aggregate	 	By:	 	/s/ Jan E. Petrik	 	 
	 	 	 	 	 	 	 
	Revolving Credit Commitments:

	 	 	 	Name:
	 	Jan E. Petrik	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	8.7%
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Lending Office for Base Rate Loans

and LIBOR Loans:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	JPMorgan Chase Bank, N.A.

1300 East Ninth Street

Cleveland, Ohio 44114

Attention: Commercial Loan Operations	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	JPMorgan Chase Bank, N.A.

1300 East Ninth Street

Mail Code: OH2-5444

Cleveland, Ohio 44114

Attention: Ms. Jan E. Petrik	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Telecopier: (216) 781-4567	 	 





Health Care REIT, Inc. Fourth Amended and Restated Loan Agreement Signature Page





 









 








	 	 	 	 	 	 	 	 	 
	Revolving Credit Commitment:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	$100,000,000	 	UBS LOAN FINANCE LLC	 	 
	 
	 	 	 	 	 	 	 	 
	Pro Rata Share of Aggregate	 	By:	 	/s/ Mary E. Evans	 	 
	 	 	 	 	 	 	 
	Revolving Credit Commitments:

	 	 	 	Name:
	 	Mary E. Evans	 	 
	 

	 	 	 	Title:
	 	Associate Director	 	 
	 
	 	 	 	 	 	 	 	 
	8.7%
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ David B. Julie	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	David B. Julie	 	 
	 

	 	 	 	Title:
	 	Associate Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Lending Office for Base Rate Loans

and LIBOR Loans:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	UBS AG

677 Washington Boulevard

Stamford, Connecticut 06901

Attention: Iris Choi	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	UBS AG

677 Washington Boulevard

Stamford, Connecticut 06901

Attention: Iris Choi	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Telecopier: (203) 719-3888	 	 





Health Care REIT, Inc. Fourth Amended and Restated Loan Agreement Signature Page





 









 








	 	 	 	 	 	 	 	 	 
	Revolving Credit Commitment:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	$40,000,000	 	COMERICA BANK	 	 
	 
	 	 	 	 	 	 	 	 
	Pro Rata Share of Aggregate	 	By:	 	/s/ Kristy A. Ahee	 	 
	 	 	 	 	 	 	 
	Revolving Credit Commitments:

	 	 	 	Name:
	 	Kristy A. Ahee	 	 
	 

	 	 	 	Title:
	 	Assistant Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	3.5%
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Lending Office for Base Rate Loans

and LIBOR Loans:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Comerica Bank

Comerica Tower at Detroit Center

500 Woodward Avenue

9th Floor, MC 3266

Detroit, Michigan 48226

Attention: Karen Leja/Debbie Borthwick	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Comerica Bank

Comerica Tower at Detroit Center

500 Woodward Avenue

9th Floor, MC 3266

Detroit, Michigan 48226

Attention: Kristy A. Ahee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Telecopier: (313) 222-3420	 	 





Health Care REIT, Inc. Fourth Amended and Restated Loan Agreement Signature Page





 










 





	 	 	 	 	 	 	 	 	 
	Revolving Credit Commitment:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	$50,000,000	 	LASALLE BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 	 	 
	Pro Rata Share of Aggregate	 	By:	 	/s/ Robert Goeckel	 	 
	 	 	 	 	 	 	 
	Revolving Credit Commitments:

	 	 	 	Name:
	 	Robert Goeckel	 	 
	 

	 	 	 	Title:
	 	First Vice President	 	 
	4.3%
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Lending Office for Base Rate Loans

and LIBOR Loans:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	LaSalle Bank National Association

135 S. LaSalle Street

Suite 1425

Chicago, Illinois 60603

Attention: Candy Danckaert
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	LaSalle Bank National Association

135 S. LaSalle Street

Suite 1260

Chicago, Illinois 60603

Attention: Robert Goeckel	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Telecopier: (312) 992-1324	 	 






Health Care REIT, Inc. Fourth Amended and Restated Loan Agreement Signature Page





 









 








	 	 	 	 	 	 	 	 	 
	Revolving Credit Commitment:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	$100,000,000	 	CALYON NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 	 	 
	Pro Rata Share of Aggregate	 	By:	 	/s/ Thomas Randolph	 	 
	 	 	 	 	 	 	 
	Revolving Credit Commitments:

	 	 	 	Name:
	 	Thomas Randolph	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Priya Vrat	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Priya Vrat	 	 
	 

	 	 	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 
	8.7%
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Lending Office for Base Rate Loans

and LIBOR Loans:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Calyon New York Branch

1301 Avenue of the Americas

New York, New York 10019

Attention: Mykelle Williams	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Calyon New York Branch

1301 Avenue of the Americas

New York, New York 10019

Attention: Tom Randolph	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Telecopier: (212) 261-3440	 	 





Health Care REIT, Inc. Fourth Amended and Restated Loan Agreement Signature Page




 









 








	 	 	 	 	 	 	 	 	 
	Revolving Credit Commitment:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	$100,000,000	 	BARCLAYS BANK PLC	 	 
	 
	 	 	 	 	 	 	 	 
	Pro Rata Share of Aggregate	 	By:	 	/s/ Nicholas Bell	 	 
	 	 	 	 	 	 	 
	Revolving Credit Commitments:

	 	 	 	Name:

Title:
	 	Nicholas Bell

Director	 	 
	8.7%
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Lending Office for Base Rate Loans

and LIBOR Loans:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Barclays Capital Services LLC

200 Cedar Knolls Road

Whippany, New Jersey 07981

Attention: Jan Becker	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Barclays Capital

200 Park Avenue/4th Floor

New York, New York 10166

Attention: Nicholas Bell	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Telecopier: (212) 412-7600	 	 






Health Care REIT, Inc. Fourth Amended and Restated Loan Agreement Signature Page




 









 








	 	 	 	 	 	 	 	 	 
	Revolving Credit Commitment:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	$65,000,000	 	WACHOVIA BANK, NATIONAL ASSOCIATION	 	 
	 
	Pro Rata Share of Aggregate	 	By:	 	/s/ Jeanette A. Griffin	 	 
	 	 	 	 	 	 	 
	Revolving Credit Commitments:

	 	 	 	Name:
	 	Jeanette A. Griffin	 	 
	 

	 	 	 	Title:
	 	Director	 	 
	5.7%
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Lending Office for Base Rate Loans

and LIBOR Loans:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Wachovia Bank, National Association

201 S. College Street, CP-9

NC1183

Charlotte, North Carolina 28244-0002

Attention: LaShasta Jackson	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Wachovia Bank, National Association

One South Broad Street, PA 4152

Philadelphia, Pennsylvania 19107

Attention: Jeanette Griffin	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Telecopier: (267) 321-6700	 	 






Health Care REIT, Inc. Fourth Amended and Restated Loan Agreement Signature Page




 









 








	 	 	 	 	 	 	 	 	 
	Revolving Credit Commitment:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	$100,000,000	 	FIFTH THIRD BANK	 	 
	 
	 	 	 	 	 	 	 	 
	Pro Rata Share of Aggregate	 	By:	 	/s/ Jeffrey A. Thieman	 	 
	 	 	 	 	 	 	 
	Revolving Credit Commitments:

	 	 	 	Name:
	 	Jeffrey A. Thieman	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	8.7%
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Lending Office for Base Rate Loans

and LIBOR Loans:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Fifth Third Bank

5520 Monroe Street

MD#234014

Sylvania, Ohio 43560

Attention: Jeffrey Thieman	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Fifth Third Bank

5520 Monroe Street

MD#234014

Sylvania, Ohio 43560

Attention: Jeffrey Thieman	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Telecopier: (419) 885-0991	 	 






Health Care REIT, Inc. Fourth Amended and Restated Loan Agreement Signature Page




 









 








	 	 	 	 	 	 	 	 	 
	Revolving Credit Commitment:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	$40,000,000	 	NATIONAL CITY BANK	 	 
	 
	 	 	 	 	 	 	 	 
	Pro Rata Share of Aggregate	 	By:	 	/s/ James T. Adsit	 	 
	 	 	 	 	 	 	 
	Revolving Credit Commitments:

	 	 	 	Name:
	 	James T. Adsit	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 
	3.5%
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Lending Office for Base Rate Loans

and LIBOR Loans:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	National City Bank

6750 Miller Road

Part/Synd Servicing — Loc 01-7164

Brecksville, Ohio 44141

Attention: Jennifer Jeffery	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Telecopier: (440) 546-7346	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	National City Bank

405 Madison Avenue

Toledo, Ohio 43604

Attention: James T. Adsit	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Telecopier: (419) 259-6666	 	 






Health Care REIT, Inc. Fourth Amended and Restated Loan Agreement Signature Page




 









 








	 	 	 	 	 	 	 	 	 
	Revolving Credit Commitment:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	$25,000,000	 	MIDFIRST BANK,

a federally chartered savings association	 	 
	 
	 	 	 	 	 	 	 	 
	Pro Rata Share of Aggregate	 	By:	 	/s/ Todd G. Wright	 	 
	 	 	 	 	 	 	 
	Revolving Credit Commitments:

	 	 	 	Name:
	 	Todd G. Wright	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	2.2%
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Lending Office for Base Rate Loans

and LIBOR Loans:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	MidFirst Bank

501 NW Grand Blvd., First Floor

Oklahoma City, OK 73118

Attention: Linda Duncan	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	MidFirst Bank

501 NW Grand Blvd., First Floor

Oklahoma City, OK 73118

Attention: Todd Wright	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Telecopier: (405) 767-7119	 	 






Health Care REIT, Inc. Fourth Amended and Restated Loan Agreement Signature Page




 









 








	 	 	 	 	 	 	 	 	 
	Revolving Credit Commitment:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	$20,000,000	 	FIRST COMMERCIAL BANK, New York Agency	 	 
	 
	 	 	 	 	 	 	 	 
	Pro Rata Share of Aggregate	 	By:	 	/s/ Bruce M.J. Ju	 	 
	 	 	 	 	 	 	 
	Revolving Credit Commitments:

	 	 	 	Name:
	 	Bruce M.J. Ju	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 
	1.7%
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Lending Office for Base Rate Loans

and LIBOR Loans:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	First Commercial Bank, New York Agency

750 Third Avenue/34th Floor

New York, New York 10017

Attention: Carol Chou	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	First Commercial Bank, New York Agency

750 Third Avenue/34th Floor

New York, New York 10017

Attention: Jerry Fu	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Telecopier: (212) 599-6133	 	 






Health Care REIT, Inc. Fourth Amended and Restated Loan Agreement Signature Page




 









 








	 	 	 	 	 	 	 	 	 
	Revolving Credit Commitment:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	$20,000,000	 	CHEVY CHASE BANK, F.S.B.	 	 
	 
	 	 	 	 	 	 	 	 
	Pro Rata Share of Aggregate	 	By:	 	/s/ Carlos L. Heard	 	 
	 	 	 	 	 	 	 
	Revolving Credit Commitments:

	 	 	 	Name:
	 	Carlos L. Heard	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	1.7%
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Lending Office for Base Rate Loans

and LIBOR Loans:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Chevy Chase Bank, F.S.B.

7501 Wisconsin Avenue/12th Floor

Bethesda, Maryland 20814

Attention: Lisa Manning Jackson	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Chevy Chase Bank, F.S.B.

7501 Wisconsin Avenue/12th Floor

Bethesda, Maryland 20814

Attention: Carlos L. Heard	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Telecopier: (240) 497-7714	 	 






Health Care REIT, Inc. Fourth Amended and Restated Loan Agreement Signature Page




 









 








	 	 	 	 	 	 	 	 	 
	Revolving Credit Commitment:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	$75,000,000	 	CHARTER ONE BANK, N.A.	 	 
	 
	 	 	 	 	 	 	 	 
	Pro Rata Share of Aggregate	 	By:	 	/s/ Dawn M. Stokes	 	 
	 	 	 	 	 	 	 
	Revolving Credit Commitments:

	 	 	 	Name:
	 	Dawn M. Stokes	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	6.5%
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Lending Office for Base Rate Loans

and LIBOR Loans:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Citizens Bank

20 Cabot Road

Medford, MA 02155

Attention: Michelle Caul	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Charter One Bank, N.A.

27777 Franklin Road/Suite 1900

Southfield, MI 48034

Attention: Dawn M. Stokes	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Telecopier: (248) 228-9405	 	 






Health Care REIT, Inc. Fourth Amended and Restated Loan Agreement Signature Page




 









 








	 	 	 	 	 	 	 	 	 
	Revolving Credit Commitment:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	$15,000,000	 	CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 	 	 
	Pro Rata Share of Aggregate	 	By:	 	/s/ Jim C.Y. Chen	 	 
	 	 	 	 	 	 	 
	Revolving Credit Commitments:

	 	 	 	Name:
	 	Jim C.Y. Chen	 	 
	 

	 	 	 	Title:
	 	Vice President & General Manager	 	 
	1.3%
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Lending Office for Base Rate Loans

and LIBOR Loans:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Chang Hwa Commercial Bank, Ltd.,

New York Branch

685 Third Avenue/29th Floor

New York, New York 10017

Attention: Sarah Chow	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Chang Hwa Commercial Bank, Ltd.,

New York Branch

685 Third Avenue/29th Floor

New York, New York 10017

Attention: Nelson Chou

Telecopier: (212) 651-9785	 	 






Health Care REIT, Inc. Fourth Amended and Restated Loan Agreement Signature Page





 









 








EXHIBITS AND SCHEDULES

TO FOURTH 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




EXHIBITS




	 	 	 
	1

	 	List of Borrowers
	A-1

	 	Form of Revolving Credit Note
	A-2

	 	Form of Swing Line Note
	B

	 	Form of Assignment and Acceptance
	C

	 	Form of Compliance Certificate






SCHEDULES




	 	 	 
	3.1

	 	States of Incorporation and Qualification, and Capitalization of Borrowers and Subsidiaries
	3.2

	 	Consents, Waivers, Approvals; Violation of Agreements
	3.6

	 	Judgments, Actions, Proceedings
	3.7

	 	Defaults; Compliance with Laws, Regulations, Agreements
	3.8

	 	Burdensome Documents
	3.13

	 	Name Changes, Mergers, Acquisitions
	3.16

	 	Employee Benefit Plans
	5.8

	 	Form of Quarterly Facility Report
	7.1

	 	Permitted Indebtedness and Guarantees
	7.2

	 	Permitted Security Interests, Liens and Encumbrances







 









 





EXHIBIT 1

TO FOURTH 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




LIST OF BORROWERS




	 	 	 
	 	 	State of
	Name of Borrower	 	Organization
	Health Care REIT, Inc.

	 	Delaware
	HCRI Pennsylvania Properties, Inc.

	 	Pennsylvania
	HCRI Texas Properties, Inc.

	 	Delaware
	HCRI Texas Properties, Ltd.

	 	Texas
	HCRI Nevada Properties, Inc.

	 	Nevada
	HCRI Louisiana Properties, L.P.

	 	Delaware
	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 Holdings Trust

	 	Massachusetts
	HCRI North Carolina Properties, LLC

	 	Delaware
	HCRI Southern Investments I, Inc.

	 	Delaware
	HCRI Tennessee Properties, Inc.

	 	Delaware
	HCRI Kentucky Properties, LLC

	 	Kentucky
	HCRI Massachusetts Properties Trust II

	 	Massachusetts
	HCRI Maryland Properties, LLC

	 	Maryland
	HCRI North Carolina Properties I, Inc.

	 	North Carolina
	HCRI North Carolina Properties III, Limited Partnership

	 	North Carolina
	HCRI North Carolina Properties II, Inc.

	 	North Carolina
	HCRI Wisconsin Properties, LLC

	 	Wisconsin
	HCRI Mississippi Properties, Inc.

	 	Mississippi
	HCRI Illinois Properties, LLC

	 	Delaware
	HCRI Missouri Properties, LLC

	 	Delaware
	HCRI Surgical Properties, LLC

	 	Ohio
	HCRI Tucson Properties, Inc.

	 	Delaware
	HCRI Investments, Inc.

	 	Delaware
	HCRI Chicago Properties, Inc.

	 	Delaware
	HCRI General Properties, Inc.

	 	Delaware
	HCRI Kansas Properties, LLC

	 	Delaware
	HCRI Tennessee Properties, LLC

	 	Delaware
	HH Florida, LLC

	 	Delaware
	HCRI New Hampshire Properties, LLC

	 	Delaware
	HCRI Provider Properties, LLC

	 	Delaware
	1920 Cleveland Road West, LLC

	 	Delaware
	721 Hickory Street, LLC

	 	Delaware
	111 Lazelle Road East, LLC

	 	Delaware
	5166 Spanson Drive SE, LLC

	 	Delaware
	1425 Yorkland Road, LLC

	 	Delaware
	222 East Beech Street — Jefferson, L.L.C.

	 	Delaware
	HCRI Senior Housing Properties, Inc.

	 	Delaware
	209 Merriman Road, L.L.C.

	 	Delaware
	HCRI Financing, Inc.

	 	Delaware






 









 






	 	 	 
	 	 	State of
	Name of Borrower	 	Organization
	HCRI Beachwood, Inc.

	 	Ohio
	HCRI Broadview, Inc.

	 	Ohio
	HCRI Westlake, Inc.

	 	Ohio
	Paramount Real Estate Services, Inc.

	 	Delaware
	HCN Development Services Group, Inc.

	 	Indiana
	Windrose Medical Properties, L.P.

	 	Virginia
	Med Properties Asset Group, L.L.C.

	 	Indiana
	Windrose Medical Properties Management, L.L.C.

	 	Virginia
	Healthcare Property Managers of America, LLC

	 	Florida
	Medical Real Estate Property Managers of America, LLC

	 	Florida
	Brierbrook Partners, L.L.C.

	 	Tennessee
	Windrose Webster Properties, L.P.

	 	Delaware
	WMPT Webster Management, L.L.C.

	 	Delaware
	Windrose 119 Properties, L.L.C.

	 	Delaware
	WMPT 119 Management L.L.C.

	 	Delaware
	Windrose Orange Properties, L.L.C.

	 	Delaware
	Windrose Trussville Properties, L.L.C.

	 	Delaware
	WMPT Trussville Management, L.L.C.

	 	Delaware
	Windrose Lafayette Properties, L.L.C.

	 	Delaware
	WMPT Lafayette Management, L.L.C.

	 	Delaware
	Windrose Tulsa Properties, L.L.C.

	 	Delaware
	WMPT Tulsa Management, L.L.C.

	 	Delaware
	Heat Merger Sub, LLC

	 	Delaware
	Warrior LP Holdco, LLC

	 	Delaware
	Heat OP TRS, Inc.

	 	Delaware
	HCRI Logistics, Inc.

	 	Delaware
	HCRI TRS Holdco, Inc.

	 	Delaware
	HCN Access Holdings, LLC

	 	Delaware
	HCN Access Las Vegas I, LLC

	 	Delaware






 









 






EXHIBIT A-1

TO FOURTH 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




FORM OF REVOLVING CREDIT NOTE




			
	$                    
	 	Dated: August 6, 2007






     FOR
VALUE RECEIVED, each of the undersigned (collectively, the “Borrowers”), hereby jointly
and severally promises to pay to the order of                      (the “Bank”) on the
Revolving Credit Commitment Termination Date, the principal sum of                      Dollars
($                    ), or such lesser amount as shall be equal to the aggregate unpaid principal amount of
the Revolving Credit 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 Revolving Credit 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 Note shall bear interest (computed in the same manner
as interest on this 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 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 Note is one of the Notes referred to in, and is entitled to the benefits of, the Fourth
Amended and Restated Loan Agreement dated of even date herewith by and among the Borrowers, the
Banks signatory thereto (including the Bank) and the Agent (as amended, modified or supplemented
from time to time, the “Agreement”). [This Note supersedes and is given in replacement of the Note
dated July 26, 2006 made by the Borrowers to the order of the Bank in the original principal amount
of $                     but does not constitute a novation, extinguishment or termination of the
obligations evidenced thereby.] 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 Note (or on a
supplemental schedule thereto) the amount of each Revolving Credit Loan made by the Bank to the
Borrowers and the amount of each payment or repayment of principal of such Revolving Credit 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
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
Note may be declared due and payable in the manner and with the effect provided in the 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 Note.



     THIS 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.



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

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 HCRI North Carolina Properties I, Inc.

     Its Member

HCRI SOUTHERN INVESTMENTS I, INC.




[Borrowers continued on following page]




2









 








HCRI TENNESSEE 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 MARYLAND PROPERTIES, LLC

     By Health Care REIT, Inc.

     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.

HCRI GENERAL PROPERTIES, INC.

HCRI KANSAS PROPERTIES, LLC

     By Health Care REIT, Inc.

     Its Member

HCRI TENNESSEE PROPERTIES, LLC

     By HCRI Tennessee Properties, Inc.

     Its Member

HH FLORIDA, LLC

     By Limited Holdings, Inc.

     Its Member

HCRI NEW HAMPSHIRE PROPERTIES, LLC

      By Health Care REIT, Inc.

     Its Member

HCRI PROVIDER PROPERTIES, LLC

     By Health Care REIT, Inc.

     Its Member

1920 CLEVELAND ROAD WEST, LLC

     By Health Care REIT, Inc., as the Member of

     HCRI Provider Properties, LLC

     Its Member

721 HICKORY STREET, LLC

     By Health

     Care REIT, Inc., as the Member of

     HCRI Provider Properties, LLC

     Its Member

111 LAZELLE ROAD EAST, LLC

     By Health

     Care REIT, Inc., as the Member of

     HCRI Provider Properties, LLC

     Its Member




[Borrowers continued on following page]




3









 








5166 SPANSON DRIVE SE, LLC

     By Health Care REIT, Inc., as the Member of

     HCRI Provider Properties, LLC

     Its Member

1425 YORKLAND ROAD, LLC

     By Health Care REIT, Inc., as the Member of

     HCRI Provider Properties, LLC

     Its Member

222 EAST BEECH STREET — JEFFERSON, L.L.C.

     By Health Care REIT, Inc., as the Member of

     HCRI Provider Properties, LLC

     Its Member

HCRI SENIOR HOUSING PROPERTIES, INC.

209 MERRIMAN ROAD, L.L.C.

     By Health Care REIT, Inc., as the Member of

     HCRI Provider Properties, LLC

     Its Member

HCRI FINANCING, INC.

HCRI BEACHWOOD, INC.

HCRI BROADVIEW, INC.

HCRI WESTLAKE, INC.

PARAMOUNT REAL ESTATE SERVICES, INC.

HCN DEVELOPMENT SERVICES GROUP, INC.

WINDROSE MEDICAL PROPERTIES, L.P.

MED PROPERTIES ASSET GROUP, L.L.C.

     By Windrose Medical Properties, L.P.

     Its Member

WINDROSE MEDICAL PROPERTIES MANAGEMENT, L.L.C.

     By Windrose Medical Properties, L.P.

     Its Member

HEALTHCARE PROPERTY MANAGERS OF AMERICA, LLC

MEDICAL REAL ESTATE PROPERTY MANAGERS OF AMERICA, LLC

BRIERBROOK PARTNERS, L.L.C.

     By Windrose Medical Properties, L.P., as the Member of

     Med Properties Asset Group, L.L.C.

     Its Managing Member

WINDROSE WEBSTER PROPERTIES, L.P.

     By Windrose Medical Properties, L.P., as the Member of

     WMPT Webster Management, L.L.C.

     Its General Partner

WMPT WEBSTER MANAGEMENT, L.L.C.

     By Windrose Medical Properties, L.P.

     Its Member

WINDROSE 119 PROPERTIES, L.L.C.

     By Windrose Medical Properties, L.P., as the Member of

     WMPT 119 Management, L.L.C.

     Its Managing Member

WMPT 119 MANAGEMENT L.L.C.

     By Windrose Medical Properties, L.P.

     Its Member

WINDROSE ORANGE PROPERTIES, L.L.C.

     By Windrose Medical Properties, L.P.

     Its Member

WINDROSE TRUSSVILLE PROPERTIES, L.L.C.

     By Windrose Medical Properties, L.P., as the Member of

     WMPT Trussville Management, L.L.C.

     Its Managing Member




[Borrowers continued on following page]




4









 








WMPT TRUSSVILLE MANAGEMENT, L.L.C.

     By Windrose Medical Properties, L.P.

     Its Member

WINDROSE LAFAYETTE PROPERTIES, L.L.C.

     By Windrose Medical Properties, L.P., as the Member of

     WMPT Lafayette Management, L.L.C.

     Its Managing Member

WMPT LAFAYETTE MANAGEMENT, L.L.C.

     By Windrose Medical Properties, L.P.

     Its Member

WINDROSE TULSA PROPERTIES, L.L.C.

     By Windrose Medical Properties, L.P., as the Member of

     WMPT Tulsa Management, L.L.C.

     Its Managing Member

WMPT TULSA MANAGEMENT, L.L.C.

     By Windrose Medical Properties, L.P.

     Its Member

HEAT MERGER SUB, LLC

     By Health Care REIT, Inc.

     Its Member

WARRIOR LP HOLDCO, LLC

     By Health Care REIT, Inc.

     Its Member

HEAT OP TRS, INC.

HCRI LOGISTICS, INC.

HCRI TRS HOLDCO, INC.

HCN ACCESS HOLDINGS, LLC

     By Health Care REIT, Inc.

     Its Member

HCN ACCESS LAS VEGAS I, LLC

     By Health

     Care REIT, Inc., as the Member of

     HCN Access Holdings, LLC

     Its Member




	 	 	 	 	 
	 	By                                                            

 	 
	 	 	 
	 	 	 
	 	 	 
	 




     GEORGE L. CHAPMAN, as Chief Executive Officer of all of the aforementioned entities, has
executed this Note intending that all entities above named are bound and are to be bound by the one
signature as if he had executed this Note separately for each of the above named entities.



5









 







Schedule A





 


PRINCIPAL PAYMENTS


 





Note dated August 6, 2007




payable to the order of

 






	 	 	 
	 	 	 	 	 	Interest Period	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	(if other than a	 	 	 	 	 	 	 	 	 
	 	 	Principal	 	 	Base Rate	 	 	Amount	 	 	Unpaid	 	 	 
	 	 	Amount of	 	 	Loan) and	 	 	of Principal	 	 	Principal	 	 	Notation
	Date	 	Loan	 	 	Interest Rate	 	 	Repaid	 	 	Balance	 	 	Made By





 









 





EXHIBIT A-2

TO FOURTH 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




FORM OF SWING LINE NOTE




			
	$40,000,000
	 	Dated: August 6, 2007






     FOR VALUE RECEIVED, each of the undersigned (collectively, the “Borrowers”), hereby jointly
and severally promises to pay to the order of
_________ (the “Bank”) by payment to the
Bank the principal sum of FORTY MILLION DOLLARS ($40,000,000) (or such lesser amount as shall equal
the aggregate unpaid principal amount of the Swing Line Loans made by the Bank under the Agreement
(as hereinafter defined), shown on the schedule annexed hereto and any continuation thereof), in
lawful money of the United States of America and in immediately available funds on the date or
dates determined as provided in the Agreement but in no event later than five Business Days prior
to the Revolving Credit Commitment Termination Date.



     The Borrower further promises to pay to the order of the Bank by payment to the Bank interest
on the unpaid principal amount of each Swing Line Loan from the date such Swing Line Loan is made
until paid in full, payable at such rates and at such times as provided for in the Agreement.



     The Bank has been authorized by the Borrowers to record on the schedules annexed to this Swing
Line Note (or on any continuation thereof) the amount, due date and interest rate of each Swing
Line Loan made by the Bank under the Agreement and the amount of each payment of principal and the
amount of each payment of interest of each such Swing Line Loan 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 or under the Agreement in respect of such Swing Line
Loans. Such notations shall be deemed correct, absent manifest error.



     This Swing Line Note is one of the Swing Line Notes referred to in the Fourth Amended and
Restated Loan Agreement dated of even date herewith by and among the Borrowers, the Banks signatory
thereto (including the Bank) and the Agent (as amended, modified or supplemented from time to time,
the “Agreement”) and evidences the Swing Line Loans made by the Bank thereunder.



     Capitalized terms used but not otherwise defined in this Swing Line Note shall have the
respective meanings assigned to them in the Agreement.




 










 





     Upon the occurrence of an Event of Default, the principal amount and accrued interest on
this Swing Line Note may be declared due and payable in the manner and with the effect provided in
the 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 Swing Line Note.



     THIS SWING LINE 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.



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

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 HCRI North Carolina Properties I, Inc.

     Its Member

HCRI SOUTHERN INVESTMENTS I, INC.

HCRI TENNESSEE 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 MARYLAND PROPERTIES, LLC

     By Health Care REIT, Inc.

     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




[Borrowers continued on following page]




2









 








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.

HCRI GENERAL PROPERTIES, INC.

HCRI KANSAS PROPERTIES, LLC

     By Health Care REIT, Inc.

     Its Member

HCRI TENNESSEE PROPERTIES, LLC

     By HCRI Tennessee Properties, Inc.

     Its Member

HH FLORIDA, LLC

      By Limited Holdings, Inc.

     Its Member

HCRI NEW HAMPSHIRE PROPERTIES, LLC

     By Health Care REIT, Inc.

     Its Member

HCRI PROVIDER PROPERTIES, LLC

     By Health Care REIT, Inc.

     Its Member

1920 CLEVELAND ROAD WEST, LLC

     By Health
Care REIT, Inc., as the Member of

     HCRI Provider Properties, LLC

     Its Member

721 HICKORY STREET, LLC

     By Health
Care REIT, Inc., as the Member of

     HCRI Provider Properties, LLC

     Its Member

111 LAZELLE ROAD EAST, LLC

     By Health
Care REIT, Inc., as the Member of

     HCRI Provider Properties, LLC

     Its Member

5166 SPANSON DRIVE SE, LLC

     By Health
Care REIT, Inc., as the Member of

     HCRI Provider Properties, LLC

     Its Member

1425 YORKLAND ROAD, LLC

     By Health
Care REIT, Inc., as the Member of

     HCRI Provider Properties, LLC

     Its Member




[Borrowers continued on following page]




3









 








222 EAST BEECH STREET — JEFFERSON, L.L.C.

     By Health
Care REIT, Inc., as the Member of

     HCRI Provider Properties, LLC

     Its Member

HCRI SENIOR HOUSING PROPERTIES, INC.

209 MERRIMAN ROAD, L.L.C.

     By Health
Care REIT, Inc., as the Member of

     HCRI Provider Properties, LLC

     Its Member

HCRI FINANCING, INC.

HCRI BEACHWOOD, INC.

HCRI BROADVIEW, INC.

HCRI WESTLAKE, INC.

PARAMOUNT REAL ESTATE SERVICES, INC.

HCN DEVELOPMENT SERVICES GROUP, INC.

WINDROSE MEDICAL PROPERTIES, L.P.

MED PROPERTIES ASSET GROUP, L.L.C.

     By Windrose Medical Properties, L.P.

     Its Member

WINDROSE MEDICAL PROPERTIES MANAGEMENT, L.L.C.

     By Windrose Medical Properties, L.P.

     Its Member

HEALTHCARE PROPERTY MANAGERS OF AMERICA, LLC

MEDICAL REAL ESTATE PROPERTY MANAGERS OF AMERICA, LLC

BRIERBROOK PARTNERS, L.L.C.

     By Windrose Medical Properties, L.P., as the Member of

     Med Properties Asset Group, L.L.C.

     Its Managing Member

WINDROSE WEBSTER PROPERTIES, L.P.

     By Windrose Medical Properties, L.P., as the Member of

     WMPT Webster Management, L.L.C.

     Its General Partner

WMPT WEBSTER MANAGEMENT, L.L.C.

     By Windrose Medical Properties, L.P.

     Its Member

WINDROSE 119 PROPERTIES, L.L.C.

     By Windrose Medical Properties, L.P., as the Member of

     WMPT 119 Management, L.L.C.

     Its Managing Member

WMPT 119 MANAGEMENT L.L.C.

     By Windrose Medical Properties, L.P.

     Its Member

WINDROSE ORANGE PROPERTIES, L.L.C.

     By Windrose Medical Properties, L.P.

     Its Member

WINDROSE TRUSSVILLE PROPERTIES, L.L.C.

     By Windrose Medical Properties, L.P., as the Member of

     WMPT Trussville Management, L.L.C.

     Its Managing Member

WMPT TRUSSVILLE MANAGEMENT, L.L.C.

     By Windrose Medical Properties, L.P.

     Its Member




[Borrowers continued on following page]




4









 








WINDROSE LAFAYETTE PROPERTIES, L.L.C.

     By Windrose Medical Properties, L.P., as the Member of

     WMPT Lafayette Management, L.L.C.

     Its Managing Member

WMPT LAFAYETTE MANAGEMENT, L.L.C.

     By Windrose Medical Properties, L.P.

     Its Member

WINDROSE TULSA PROPERTIES, L.L.C.

     By Windrose Medical Properties, L.P., as the Member of

     WMPT Tulsa Management, L.L.C.

     Its Managing Member

WMPT TULSA MANAGEMENT, L.L.C.

     By Windrose Medical Properties, L.P.

     Its Member

HEAT MERGER SUB, LLC

     By Health Care REIT, Inc.

     Its Member

WARRIOR LP HOLDCO, LLC

     By Health Care REIT, Inc.

     Its Member

HEAT OP TRS, INC.

HCRI LOGISTICS, INC.

HCRI TRS HOLDCO, INC.

HCN ACCESS HOLDINGS, LLC

     By Health Care REIT, Inc.

     Its Member

HCN ACCESS LAS VEGAS I, LLC

     By Health
Care REIT, Inc., as the Member of

     HCN Access Holdings, LLC

     Its Member




	 	 	 	 	 
	 	 	 
	 	By  	
 	 
	 	 	 	 
	 	 	 	 
	 




     GEORGE L. CHAPMAN, as Chief Executive Officer of all of the aforementioned entities, has
executed this Swing Line Note intending that all entities above named are bound and are to be bound
by the one signature as if he had executed this Swing Line Note separately for each of the above
named entities.



5









 





SCHEDULE TO SWING LINE NOTE




     This Swing Line Note evidences the Swing Line Loans made under the within described Agreement,
in the principal amounts, and on the dates set forth below, subject to the payments set forth
below:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount	 	Due Date	 	Interest Rate on	 	 	 	 	 	 
	Date Made	 	of Loan	 	of Loan	 	Loan	 	Amount of Payment	 	Balance Outstanding	 	Notation Made By
	 
	 	 	 	 	 	 	 	 	 	 	 	 






 









 






EXHIBIT B

TO FOURTH 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




FORM OF ASSIGNMENT AND ACCEPTANCE




Dated ___________




     Reference is hereby made to the Fourth Amended and Restated Loan Agreement dated August 6,
2007 (the “Loan Agreement”) by and among Health Care REIT, Inc. and certain of its Subsidiaries
(collectively, the “Borrowers”), the Banks signatory thereto (collectively, the “Banks”) and
KeyBank National Association in its capacity as Administrative Agent for the Banks (in such
capacity, the “Agent”). Capitalized terms used herein that are defined in the Loan Agreement that
are not otherwise defined herein shall have the respective meanings ascribed thereto in the Loan
Agreement.



                                                                 , a  
                                        (the “Assignor”) and
                                                                                , a
                                        , (the “Assignee”) agree as follows:



     1. The Assignor hereby sells and assigns to the Assignee without recourse, representation or
warranty of any kind except as expressly stated herein, and the Assignee hereby purchases and
assumes from the Assignor, a ___% interest in and to all of the Assignor’s rights and obligations
under the Loan Agreement as of the Effective Date (as defined below) (including, without
limitation, such percentage interest in the Assignor’s Revolving Credit Commitment as in effect on
the Effective Date, and the Loans owing to the Assignor on the Effective Date, and the Note(s) held
by the Assignor).



     2. The Assignor: (i) represents and warrants that as of the date hereof its Revolving Credit
Commitment (without giving effect to assignments thereof that have not yet become effective) is
$                     and the aggregate outstanding principal amount of Loans owing to it (without giving
effect to assignments thereof that have not yet become effective) is $                    ; (ii) represents
and warrants that it is the legal and beneficial owner of the interest being assigned by it
hereunder, and that such interest is free and clear of any adverse claim; (iii) makes no
representation or warranty and assumes no responsibility with respect to any statements, warranties
or representations made in or in connection with the Loan Agreement or any other instrument or
document furnished pursuant thereto; and (iv) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the



 









 







Borrowers or any other Loan Party or the performance or observance by the Borrowers or any
other Loan Party of any of their respective obligations under the Loan Agreement or any other
instrument or document furnished pursuant thereto; and (v) attaches the Note(s) referred to in
paragraph 1 above and requests that the Agent exchange such Note(s) for new Note(s) as follows: a
Note dated the Effective Date (as such term is defined below) in the principal amount of
$                     payable to the order of the Assignee and a Note dated the Effective Date in the
principal amount of $                     payable to the order of the Assignor.



     3. The Assignee: (i) confirms that it has received a copy of the Loan Agreement, together
with copies of such financial statements and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this Assignment and
Acceptance; (ii) agrees that it will, independently and without reliance upon the Agent, the
Assignor or any other Bank and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under the
Loan Agreement; (iii) confirms that it is an Eligible Assignee; (iv) appoints and authorizes the
Agent to take such action as its agent on its behalf and to exercise such powers under the Loan
Agreement as are delegated to the Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all
of the obligations which by the terms of the Loan Agreement are required to be performed by it as a
Bank; and (vi) specifies as its addresses for Base Rate Loans and LIBOR Loans (and address for
notices) the offices set forth beneath its name on the signature pages hereof.



     4. The effective date for this Assignment and Acceptance shall be                                          (the
“Effective Date”). Following the execution of this Assignment and Acceptance, it will be delivered
to the Agent for acceptance by the Agent, together with a processing fee of $3,500.



     5. Upon such acceptance, as of the Effective Date: (i) the Assignee shall be a party to the
Loan Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and
obligations of a Bank thereunder and (ii) the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released from its obligations under the
Loan Agreement.



     6. Upon such acceptance, from and after the Effective Date, the Agent shall make all payments
under the Loan Agreement and the Note(s) in respect of the interest assigned hereby (including,
without limitation, all payments of principal, interest and commitment fees with respect thereto)
to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments
under the Loan Agreement and the Note(s) for periods prior to the Effective Date directly between
themselves.



2









 





     7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the
laws of the State of New York.



	 	 	 	 	 
	 	[NAME OF ASSIGNOR]

 	 
	 	By:  	
 	 
	 	 	Title: 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	[NAME OF ASSIGNEE]

 	 
	 	By:  	
 	 
	 	 	Title: 	 
	 
	 	Lending Office for Base Rate Loans:


Lending Office for LIBOR Loans:


Attention:


Address for Notices:


Attention:


Telephone No.:

Telecopier No.: 	 
	 



Accepted this ___ day

of                     , 20__




	 	 	 	 	 
	KEYBANK NATIONAL ASSOCIATION,

       AS ADMINISTRATIVE AGENT

 	 	 
	By  	
 	 	 
	 	Title 	 	 
	 	 	 	 



3









 






	 	 	 	 	 



EXHIBIT C

TO FOURTH 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




FORM OF COMPLIANCE CERTIFICATE




OFFICER’S CERTIFICATE





     I hereby certify that:



     (A) Health Care REIT, Inc., on a consolidated basis is in compliance with the financial
covenants as set forth in the annexed Compliance Certificate pursuant to Section 6.9 of the Fourth
Amended and Restated Loan Agreement dated August 6, 2007 (the “Loan Agreement”) among Health Care
REIT, Inc. and certain of its subsidiaries, the banks party thereto (the “Banks”) and KeyBank
National Association, as Administrative Agent for itself and the Banks (in such capacity, the
“Agent”), and that all the computations of the financial covenants are correct and complete as of
the close of business on [DATE] and are in conformity with the terms and conditions of the Loan
Agreement.



     (B) The representations and warranties contained in Article 3 of the Loan Agreement are true
and correct and with the same effect as though such representations and warranties were made on the
date of the Compliance Certificate (provided Section 3.6 of the Loan Agreement relates only to
claims in excess of $1,500,000 as of the date hereof), except for changes in the ordinary course of
business, none of which either singly or in the aggregate, have a Material Adverse Effect (as
defined in the Loan Agreement).



     (C) No Event of Default and no Default (as defined in the Loan Agreement) has occurred and is
continuing.



	 	 	 	 	 
	 	HEALTH CARE REIT, INC.

 	 
	Date:                       	By:  	
 	 
	 	 	Title 	 
	 	 	 	 
	 














 






Section 6.9 (Financial Covenants): Health Care REIT, Inc. Fourth Amended and Restated Loan
Agreement

Compliance Certificate: Quarter Ended (date)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	a	)	 	Maximum Funded Indebtedness to the sum of (x) Tangible Net Worth, plus (y) Funded
Indebtedness of Not Greater Than .60: 1.0 [or Not Greater than .65:1.0, as the case may be]:	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	As of: (date) in thousands

	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
Funded Indebtedness
	 	 	 	 	 	$	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Shareholders’ Equity
	 	 	 	 	 	$	    	 	 	 	 	 
	 	 	 	 	less: Goodwill and Noncompete Agreements
	 	 	 	 	 	 	    	 	 	 	 	 
	 	 	 	 	Unamortized Deferred Costs
	 	 	 	 	 	 	    	 	 	 	 	 
	 	 	 	 	Treasury Stock
	 	 	 	 	 	 	    	 	 	 	 	 
	 	 	 	 	Tangible Net Worth
	 	 	 	 	 	$	    	 	 	 	 	 
	 	 	 	 	Sum of Tangible Net Worth and Funded Indebtedness
	 	$	    	 	 	 	 	 	 	 	 	 
	 	 	 	 	Ratio
	 	 	 	 	 	 	    	%)	 	COMPLIANCE
	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	b	)	 	Minimum Tangible Net Worth of Not Less Than $1,700,000,000 plus 85% of Net Issuance Proceeds:
	 	 	 	 	As of: (date) in thousands

	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
Tangible Net Worth
	 	 	 	 	 	$	    	 	 	 	 	 
	 	 	 	 	plus: Net Equity Proceeds (excluding DRIP)
	 	 	 	 	 	 	    	 	 	 	 	 
	 	 	 	 	Total Tangible Net Worth
	 	$	    	 	 	 	 	 	 	COMPLIANCE
	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	c	)	 	Minimum EBITDA/Fixed Charges of Not Less than 175% (rolling four quarters basis):
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	HCRI:
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Last Four Quarters EBITDA:
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	March 31, 20__
	 	$	    	 	 	 	 	 	 	 	 	 
	 	 	 	 	December 31, 20___
	 	$	    	 	 	 	 	 	 	 	 	 
	 	 	 	 	September 30, 20__
	 	$	    	 	 	 	 	 	 	 	 	 
	 	 	 	 	June 30, 20__
	 	$	    	 	 	 	 	 	 	 	 	 
	 	 	 	 	Rolling Four Quarter EBITDA
	 	$	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	divided by the sum of (a), (b) and (c):
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Last Four Quarters Interest Expense on All Indebtedness:
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	March 31, 20__
	 	$	    	 	 	 	 	 	 	 	 	 
	 	 	 	 	December 31, 20__
	 	$	    	 	 	 	 	 	 	 	 	 
	 	 	 	 	September 30, 20__
	 	$	    	 	 	 	 	 	 	 	 	 
	 	 	 	 	June 30, 20__
	 	$	    	 	 	 	 	 	 	 	 	 
	 	 	 	 	(a) Rolling Four Quarter Interest
	 	$	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Last Four Quarters scheduled principal payments on Funded Indebtedness:
	 	 	 	 	March 31, 200_
	 	$	    	 	 	 	 	 	 	 	 	 
	 	 	 	 	December 31, 20__
	 	$	    	 	 	 	 	 	 	 	 	 
	 	 	 	 	September 30, 20__
	 	$	    	 	 	 	 	 	 	 	 	 
	 	 	 	 	June 30, 20__
	 	$	    	 	 	 	 	 	 	 	 	 
	 	 	 	 	(b) Rolling Four Quarter Principal Payments
	 	$	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Last Four Quarters dividends/distributions re Preferred Stock:
	 	 	 	 	March 31, 20__
	 	$	    	 	 	 	 	 	 	 	 	 
	 	 	 	 	December 31, 2___
	 	$	    	 	 	 	 	 	 	 	 	 
	 	 	 	 	September 30, 20__
	 	$	    	 	 	 	 	 	 	 	 	 
	 	 	 	 	June 30, 20__
	 	$	    	 	 	 	 	 	 	 	 	 
	 	 	 	 	(c) Rolling Four Quarter Preferred Stock Distributions
	 	$	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Ratio
	 	 	    	(%)	 	 	 	 	 	COMPLIANCE
	********************************************************************************************************************************************
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	d	)	 	Unencumbered Assets/unsecured Indebtedness of Not Less Than 1.67:1.00
	 	 	 	 	As of: (date) in thousands
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Net real estate investments (valued at book) 
	 	$	    	 	 	 	 	 	 	 	 	 
	 	 	 	 	Loan loss reserves
	 	$	    	 	 	 	 	 	 	 	 	 
	 	 	 	 	Depreciation 
	 	$	    	 	 	 	 	 	 	 	 	 
	 	 	 	 	Cash 
	 	$	    	 	 	 	 	 	 	 	 	 
	 	 	 	 	Less: encumbered assets 
	 	($	___________	)	 	 	 	 	 	 	 	 
	 	 	 	 	Unencumbered Assets:
	 	 	 	 	 	$	    	 	 	 	 	 
	 	 	 	 	Unsecured Indebtedness:
	 	 	 	 	 	$	    	 	 	 	 	 
	 	 	 	 	Ratio
	 	 	    	(%)	 	 	 	 	 	COMPLIANCE
	********************************************************************************************************************************************