Exhibit 10.1
AMENDMENT NO. 1 TO
THIRD 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.
AS DOCUMENTATION AGENTS
SEPTEMBER 20, 2006
KEYBANK NATIONAL ASSOCIATION
AND
DEUTSCHE BANK SECURITIES INC.,
AS JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS
AMENDMENT NO. 1 TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
AGREEMENT (this "Amendment No. 1"), made as of the 20th day of September,
2006, 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").
W I T N E S S E T H:
WHEREAS:
(A) 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 and the Banks entered into a certain Third Amended
and Restated Loan Agreement dated July 26, 2006 (the "Original Loan Agreement";
the Original Loan Agreement, as amended hereby, and as it may hereafter be
further amended, modified or supplemented, is hereinafter referred to as the
"Loan Agreement");
(B) The Borrowers wish to amend Section 7.4 (Mergers, Acquisitions) of the
Original Loan Agreement and the Banks and the Agent are willing to amend said
Section 7.4 on the terms and conditions hereinafter set forth; and
(C) All capitalized terms used herein which are not otherwise defined
herein shall have the respective meanings ascribed thereto in the Original Loan
Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1. Amendment to Original Loan Agreement.
Section 1.1 Section 7.4 of the Original Loan Agreement is hereby
deleted in its entirety and the following is substituted therefor:
"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 1.2 (a) All references in the Original Loan Agreement and the
other Loan Documents to the "Loan Agreement", and also in the case of the
Original Loan Agreement to "this Agreement", shall be deemed to refer to the
Original Loan Agreement, as amended hereby.
(b) The Original Loan Agreement and the other Loan Documents
shall each be deemed