EXHIBIT 10.5
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SUPPLEMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
BY AND AMONG
HEALTH CARE REIT, INC.
AND CERTAIN OF ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
KEYBANK NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT FOR SUCH BANKS,
DEUTSCHE BANK SECURITIES INC.,
AS SYNDICATION AGENT
AND
UBS SECURITIES LLC,
AS DOCUMENTATION AGENT
JANUARY 30, 2004
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KEYBANK NATIONAL ASSOCIATION
AND
DEUTSCHE BANK SECURITIES INC.,
AS JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS
SUPPLEMENT TO AMENDED AND RESTATED LOAN AGREEMENT
SUPPLEMENT (this "SUPPLEMENT"), made as of the 30th day of January,
2004, by and among:
HEALTH CARE REIT, INC., a Delaware corporation, and each of the other
entities listed on Exhibit 1 annexed hereto (individually, a "BORROWER" and
collectively, the "BORROWERS");
LASALLE BANK NATIONAL ASSOCIATION, a national banking association ("NEW
BANK"); and
KEYBANK NATIONAL ASSOCIATION, a national banking association, as
Administrative Agent for the Banks (in such capacity, together with its
successors in such capacity, the "AGENT");
W I T N E S S E T H:
WHEREAS:
(A) The Borrowers, the Agent, Deutsche Bank Securities Inc., as
Syndication Agent, UBS Securities LLC, as Documentation Agent and the banks
signatory thereto (the "EXISTING BANKS") entered into a certain Amended and
Restated Loan Agreement dated August 23, 2002 (as amended through the date
hereof, the "ORIGINAL LOAN AGREEMENT"; the Original Loan Agreement, as
supplemented hereby, and as it may hereafter be further amended, modified or
supplemented, is hereinafter referred to as the "LOAN AGREEMENT");
(B) Simultaneously with the execution and delivery hereof, the New
Bank has agreed to make loans to the Borrowers in the amount set forth opposite
its name on the signature page hereto and the Borrowers desire to accept the
Revolving Credit Commitment of the New Bank and to cause the New Bank to be
added as a "Bank" to the Original Loan Agreement as supplemented hereby,
pursuant to Section 2.24 of the Original Loan Agreement; and
(C) All capitalized terms used herein which are not otherwise
defined herein shall have the respective meanings ascribed thereto in the
Original Loan Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1. ADDITIONAL BANK.
SECTION 1.1 NEW BANK. The New Bank agrees with the Borrowers,
the Banks and the Agent that (i) it will abide by the terms of the Original Loan
Agreement as amended hereby, and (ii) the Loan Agreement shall be binding upon,
inure to the benefit of, and be enforceable by and against it.
SECTION 1.2 ADJUSTMENT OF OUTSTANDING LOANS. If any Loans are
outstanding under the Original Loan Agreement on the date hereof, the Banks
shall on the date hereof, at the direction of the Agent, make appropriate
adjustments among themselves in order to insure that
the amount (and type) of the Loans outstanding to the Borrowers from each Bank
under the Loan Agreement (as of the date hereof) are proportionate to the
aggregate amount of all of the Revolving Credit Commitments, after giving effect
to the additional Revolving Credit Commitments of the New Bank. The Borrowers
agree and consent to the terms of this Section 1.2.
SECTION 1.3 ISSUANCE OF NOTE. In order to evidence the Loans
to be made by the New Bank, the Borrowers shall execute and deliver to the New
Bank, simultaneously with the execution and delivery hereof, a promissory note
payable to the order of the New Bank in substantially the form of Exhibit A
annexed hereto (the "LASALLE NOTE").
SECTION 1.4 GENERAL. (a) All references in the Original Loan
Agreement or any other Loan Document to the "Revolving Credit Commitment(s)",
the "Note(s)", the "Second Substituted Note(s)" and the "Loan Documents" shall
be deemed to include, respectively, the Revolving Credit Commitment of the New
Bank, the LaSalle Note and the Loan Documents as defined in the Original Loan
Agreement together with, and as supplemented by, this Supplement, the LaSalle
Note and all agreements, documents and instruments delivered pursuant thereto or
in connection therewith.
(b) All references in the Original Loan
Agreement and the other Loan Documents to the "Loan Agreement", and also in the
case of the Original Loan Agreement to "this Agreement", shall be deemed to
refer to the Original Loan Agreement, as supplemented hereby.
(c) The Original Loan Agreement and the other
Loan Documents shall each be deemed amended and supplemented hereby to the
extent necessary, if any, to give effect to the provisions of this Supplement.
ARTICLE 2. REPRESENTATIONS AND WARRANTIES.
(a) The Borrowers hereby confirm, reaffirm and restate to
the New Bank and the Agent all of the representations and warranties set forth
in Article 3 of the Original Loan Agreement as if such representations and
warranties were made as of the date hereof, except for changes in the ordinary
course of business which, either singly or in the aggregate, would not have a
Material Adverse Effect.
(b) The execution, delivery and performance by each
Borrower of this Supplement and the LaSalle Note are within its organizational
powers and have been duly authorized by all necessary action (corporate or
otherwise) on the part of each Borrower, (ii) this Supplement and the LaSalle
Note are the legal, valid and binding obligation of each Borrower, enforceable
against each Borrower in accordance with its respective terms, and (iii) the
execution, delivery and performance by each Borrower of this Supplement and the
LaSalle Note do not: (A) contravene the terms of any Borrower's organizational
documents, (B) conflict with or result in a breach or contravention of, or the
creation of any lien under, any document evidencing any contractual obligation
to which any Borrower is a party or any order, injunction, writ or decree to
which any Borrower or its property is subject, or (C) violate any requirement of
law.
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ARTICLE 3. CONDITIONS TO EFFECTIVENESS OF THIS SUPPLEMENT.
This Supplement shall become effective on the date of the
fulfillment (to the satisfaction of the Agent) of the following conditions
precedent:
(a) This Supplement shall have been executed and
delivered to the Agent by a duly authorized representative of the Borrowers, the
Agent and the New Bank.
(b) The Borrowers shall have executed and delivered to
the New Bank the LaSalle Note.
(c) The Borrowers shall pay to the Agents all fees
payable to the New Bank in connection with this Supplement.
(d) The Agent shall have received a Compliance
Certificate from the Borrowers dated the date hereof and the matters certified
therein, including, without limitation, that after giving effect to the terms
and conditions of this Supplement, no Default or Event of Default shall exist,
shall be true.
(e) All legal matters incident hereto shall be
satisfactory to the Agent and its counsel.
ARTICLE 4. MISCELLANEOUS.
SECTION 4.1 ARTICLE 10 OF THE ORIGINAL LOAN AGREEMENT. The
miscellaneous provisions under Article 10 of the Original Loan Agreement,
together with the definition of all terms used therein, and all other sections
of the Original Loan Agreement to which Article 10 refers are hereby
incorporated by reference as if the provisions thereof were set forth in full
herein, except that (i) the term "Loan Agreement" shall be deemed to refer to
the Original Loan Agreement, as supplemented by this Supplement, (ii) the terms
"Note(s)" and "Second Substituted Note(s)" shall be deemed to refer to and
include the LaSalle Note, (iii) the term "this Agreement" shall be deemed to
refer to this Supplement; and (iv) the terms "hereunder" and "hereto" shall be
deemed to refer to this Supplement.
SECTION 4.2 CONTINUED EFFECTIVENESS. Except as amended or
supplemented hereby, the Original Loan Agreement and the other Loan Documents
are hereby ratified and confirmed in all respects and shall remain in full force
and effect in accordance with their respective terms.
SECTION 4.3 COUNTERPARTS. This Supplement may be executed by
the parties hereto in one or more counterparts, each of which shall be an
original and all of which shall constitute one and the same agreement.
[SIGNATURE PAGES TO FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplement to
be duly executed on the date first above written.
HEALTH CARE REIT, INC.
HCRI PENNSYLVANIA PROPERTIES, INC.
HCRI TEXAS PROPERTIES, INC.
HCRI TEXAS PROPERTIES, LTD.
BY HEALTH CARE REIT, INC.,
ITS GENERAL PARTNER
HCRI NEVADA PROPERTIES, INC.
HCRI LOUISIANA PROPERTIES, L.P.
BY HCRI SOUTHERN INVESTMENTS I, INC.,
ITS GENERAL PARTNER
HEALTH CARE REIT INTERNATIONAL, INC.
HCN ATLANTIC GP, INC.
HCN ATLANTIC LP, INC.
HCN BCC HOLDINGS, INC.
HCRI INDIANA PROPERTIES, INC.
HCRI INDIANA PROPERTIES, LLC
BY HEALTH CARE REIT, INC.,
ITS MEMBER
HCRI LIMITED HOLDINGS, INC.
HCRI MASSACHUSETTS PROPERTIES, INC.
HCRI MASSACHUSETTS PROPERTIES TRUST
BY HCRI MASSACHUSETTS PROPERTIES, INC.
ITS TRUSTEE
HCRI HOLDINGS TRUST
BY HCRI MASSACHUSETTS PROPERTIES, INC.
ITS TRUSTEE
HCRI NORTH CAROLINA PROPERTIES, LLC
BY NORTH CAROLINA PROPERTIES I, INC.
ITS MEMBER
HCRI SOUTHERN INVESTMENTS I, INC.
HCRI TENNESSEE PROPERTIES, INC.
PENNSYLVANIA BCC PROPERTIES, INC.
HCRI KENTUCKY PROPERTIES, LLC
BY HEALTH CARE REIT, INC.
ITS MEMBER
HCRI MASSACHUSETTS PROPERTIES TRUST II
BY HCRI MASSACHUSETTS PROPERTIES, INC.
ITS TRUSTEE
HCRI SATYR HILL, LLC
BY HEALTH CARE REIT, INC., AS THE MEMBER OF
HCRI MARYLAND PROPERTIES, LLC
ITS MEMBER
HCRI FRIENDSHIP, LLC
BY HEALTH CARE REIT, INC., AS THE MEMBER OF
HCRI MARYLAND PROPERTIES, LLC
ITS MEMBER
HCRI ST. ▇▇▇▇▇▇▇, LLC
BY HEALTH CARE REIT, INC., AS THE MEMBER OF
HCRI MARYLAND PROPERTIES, LLC
ITS MEMBER
[BORROWERS CONTINUED ON FOLLOWING PAGE]
HCRI MARYLAND PROPERTIES, LLC
BY HEALTH CARE REIT, INC.
ITS MEMBER
HCRI LAUREL, LLC
BY HEALTH CARE REIT, INC., AS THE MEMBER OF
HCRI MARYLAND PROPERTIES, LLC
ITS MEMBER
HCRI NORTH CAROLINA PROPERTIES I, INC.
HCRI NORTH CAROLINA PROPERTIES III, LIMITED PARTNERSHIP
BY HCRI NORTH CAROLINA PROPERTIES II, INC.
ITS GENERAL PARTNER
HCRI NORTH CAROLINA PROPERTIES II, INC.
HCRI WISCONSIN PROPERTIES, LLC
BY HEALTH CARE REIT, INC.
ITS MEMBER
HCRI MISSISSIPPI PROPERTIES, INC.
HCRI ILLINOIS PROPERTIES, LLC
BY HEALTH CARE REIT, INC.
ITS MEMBER
HCRI MISSOURI PROPERTIES, LLC
BY HEALTH CARE REIT, INC.
ITS MEMBER
HCRI SURGICAL PROPERTIES, LLC
BY HEALTH CARE REIT, INC.
ITS MEMBER
HCRI TUCSON PROPERTIES, INC.
HCRI INVESTMENTS, INC.
HCRI CHICAGO PROPERTIES, INC.
BY /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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CHIEF EXECUTIVE OFFICER
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Chief Executive Officer of all of the
aforementioned entities, has executed this Supplement to Amended and Restated
Loan Agreement and intending that all entities above named are bound and are to
be bound by the one signature as if he had executed this Supplement to Amended
and Restated Loan Agreement separately for each of the above named entities.
Health Care REIT, Inc.
Signature Page to Supplement to Amended and Restated Loan Agreement
Dated as of January 30, 2004
KEYBANK NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT
By: /s/ F. ▇▇▇▇▇▇ ▇▇▇▇▇ III
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Name: F. ▇▇▇▇▇▇ ▇▇▇▇▇ III
Title: Vice President
Health Care REIT, Inc.
Signature Page to Supplement to Amended and Restated Loan Agreement
Dated as of January 30, 2004
REVOLVING CREDIT COMMITMENT:
$25,000,000 LASALLE BANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: AVP
Lending Office for Base Rate Loans
and LIBOR Loans:
LaSalle Bank National Association
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address for Notices:
LaSalle Bank National Association
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Health Care REIT, Inc.
Signature Page to Supplement to Amended and Restated Loan Agreement
Dated as of January 30, 2004
EXHIBIT 1
TO SUPPLEMENT TO AMENDED AND RESTATED LOAN AGREEMENT
BY AND AMONG
HEALTH CARE REIT, INC. AND CERTAIN OF ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
KEYBANK NATIONAL ASSOCIATION, AS AGENT
LIST OF BORROWERS
STATE OF
NAME OF BORROWER ORGANIZATION
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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
Health Care REIT International, Inc. Delaware
HCN Atlantic GP, Inc. Delaware
HCN Atlantic LP, Inc. Delaware
HCN BCC Holdings, Inc. 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
Pennsylvania BCC Properties, Inc. Pennsylvania
HCRI Kentucky Properties, LLC Kentucky
HCRI Massachusetts Properties Trust II Massachusetts
HCRI Satyr Hill, LLC Virginia
HCRI Friendship, LLC Virginia
HCRI St. ▇▇▇▇▇▇▇, LLC Virginia
HCRI Maryland Properties, LLC Maryland
HCRI Laurel, 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
EXHIBIT A
TO SUPPLEMENT TO AMENDED AND RESTATED LOAN AGREEMENT
BY AND AMONG
HEALTH CARE REIT, INC. AND CERTAIN OF ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
KEYBANK NATIONAL ASSOCIATION, AS AGENT
FORM OF LASALLE NOTE
$25,000,000.00 DATED: JANUARY 30, 2004
FOR VALUE RECEIVED, each of the undersigned (collectively, the
"BORROWERS"), hereby jointly and severally promises to pay to the order of
LASALLE BANK NATIONAL ASSOCIATION (the "BANK") on the Revolving Credit
Commitment Termination Date, the principal sum of TWENTY-FIVE MILLION
($25,000,000.00) DOLLARS, or such lesser amount as shall be equal to the
aggregate unpaid principal amount of the Loans outstanding on the close of
business on the Revolving Credit Commitment Termination Date made by the Bank to
the Borrowers; and to pay interest on the unpaid principal amount of each Loan
from the date thereof at the rates per annum and for the periods set forth in or
established by the Agreement and calculated as provided therein.
All indebtedness outstanding under this Second Substituted
Note shall bear interest (computed in the same manner as interest on this Second
Substituted Note prior to the relevant due date) at the applicable Post-Default
Rate for all periods when an Event of Default has occurred and is continuing,
commencing on the occurrence of such Event of Default until such Event of
Default has been cured or waived as acknowledged in writing by the Agent, and
all of such interest shall be payable on demand.
Anything herein to the contrary notwithstanding, the
obligation of the Borrowers to make payments of interest shall be subject to the
limitation that payments of interest shall not be required to be made to the
Bank to the extent that the Bank's receipt thereof would not be permissible
under the law or laws applicable to the Bank limiting rates of interest which
may be charged or collected by the Bank. Any such payments of interest which are
not made as a result of the limitation referred to in the preceding sentence
shall be made by the Borrowers to the Bank on the earliest interest payment date
or dates on which the receipt thereof would be permissible under the laws
applicable to the Bank limiting rates of interest which may be charged or
collected by the Bank.
Payments of both principal and interest on this Second
Substituted Note are to be made to the office of KeyBank National Association,
as Agent, at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ or such other place
as the holder hereof shall designate to the Borrowers in writing, in lawful
money of the United States of America in immediately available funds.
This Second Substituted Note is one of the Second Substituted
Notes referred to in, and is entitled to the benefits of, the Amended and
Restated Loan Agreement dated August 23, 2002, as amended by Amendment No. 1 to
Amended and Restated Loan Agreement dated of May 15, 2003 by and among the
Borrowers, the Banks signatory thereto and the Agent, by Amendment No. 2 to
Amended and Restated Loan Agreement dated as of August 26, 2003 by and among the
Borrowers, the Banks signatory thereto and the Agent, and by Amendment No. 3 to
Amended and Restated Loan Agreement dated as December 19, 2003 by and among the
Borrowers, the Banks signatory thereto and the Agent and as supplemented by
Supplement to Amended and Restated Loan Agreement dated as of January 30, 2004
by and among the Borrowers, the Bank and the Agent (as so amended and
supplemented, and as it may be further amended, modified or supplemented from
time to time, the "AGREEMENT"). Capitalized terms used but not otherwise defined
herein shall have the respective meanings ascribed thereto in the Agreement.
The Bank is hereby authorized by the Borrowers to record on
the schedule to this Second Substituted Note (or on a supplemental schedule
thereto) the amount of each Loan made by the Bank to the Borrowers and the
amount of each payment or repayment of principal of such Loans received by the
Bank, it being understood, however, that failure to make any such notation shall
not affect the rights of the Bank or the obligations of the Borrowers hereunder
in respect of this Second Substituted Note. The Bank may, at its option, record
such matters in its internal records rather than on such schedule.
Upon the occurrence of any Event of Default, the principal
amount and accrued interest on this Second Substituted Note may be declared due
and payable in the manner and with the effect provided in the Loan Agreement.
The Borrowers shall pay costs and expenses of collection,
including, without limitation, attorneys' fees and disbursements in the event
that any action, suit or proceeding is brought by the holder hereof to collect
this Second Substituted Note.
THIS SECOND SUBSTITUTED NOTE SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO ITS RULES PERTAINING TO CONFLICTS OF LAWS.
[Signatures on Following Page]
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HEALTH CARE REIT, INC.
HCRI PENNSYLVANIA PROPERTIES, INC.
HCRI TEXAS PROPERTIES, INC.
HCRI TEXAS PROPERTIES, LTD.
BY HEALTH CARE REIT, INC.,
ITS GENERAL PARTNER
HCRI NEVADA PROPERTIES, INC.
HCRI LOUISIANA PROPERTIES, L.P.
BY HCRI SOUTHERN INVESTMENTS I, INC.,
ITS GENERAL PARTNER
HEALTH CARE REIT INTERNATIONAL, INC.
HCN ATLANTIC GP, INC.
HCN ATLANTIC LP, INC.
HCN BCC HOLDINGS, INC.
HCRI INDIANA PROPERTIES, INC.
HCRI INDIANA PROPERTIES, LLC
BY HEALTH CARE REIT, INC.,
ITS MEMBER
HCRI LIMITED HOLDINGS, INC.
HCRI MASSACHUSETTS PROPERTIES, INC.
HCRI MASSACHUSETTS PROPERTIES TRUST
BY HCRI MASSACHUSETTS PROPERTIES, INC.
ITS TRUSTEE
HCRI HOLDINGS TRUST
BY HCRI MASSACHUSETTS PROPERTIES, INC.
ITS TRUSTEE
HCRI NORTH CAROLINA PROPERTIES, LLC
BY NORTH CAROLINA PROPERTIES I, INC.
ITS MEMBER
HCRI SOUTHERN INVESTMENTS I, INC.
HCRI TENNESSEE PROPERTIES, INC.
PENNSYLVANIA BCC PROPERTIES, INC.
HCRI KENTUCKY PROPERTIES, LLC
BY HEALTH CARE REIT, INC.
ITS MEMBER
HCRI MASSACHUSETTS PROPERTIES TRUST II
BY HCRI MASSACHUSETTS PROPERTIES, INC.
ITS TRUSTEE
HCRI SATYR HILL, LLC
BY HEALTH CARE REIT, INC., AS THE MEMBER OF
HCRI MARYLAND PROPERTIES, LLC
ITS MEMBER
HCRI FRIENDSHIP, LLC
BY HEALTH CARE REIT, INC., AS THE MEMBER OF
HCRI MARYLAND PROPERTIES, LLC
ITS MEMBER
HCRI ST. ▇▇▇▇▇▇▇, LLC
BY HEALTH CARE REIT, INC., AS THE MEMBER OF
HCRI MARYLAND PROPERTIES, LLC
ITS MEMBER
[BORROWERS CONTINUED ON FOLLOWING PAGE]
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HCRI MARYLAND PROPERTIES, LLC
BY HEALTH CARE REIT, INC.
ITS MEMBER
HCRI LAUREL, LLC
BY HEALTH CARE REIT, INC., AS THE MEMBER OF
HCRI MARYLAND PROPERTIES, LLC
ITS MEMBER
HCRI NORTH CAROLINA PROPERTIES I, INC.
HCRI NORTH CAROLINA PROPERTIES III, LIMITED PARTNERSHIP
BY HCRI NORTH CAROLINA PROPERTIES II, INC.
ITS GENERAL PARTNER
HCRI NORTH CAROLINA PROPERTIES II, INC.
HCRI WISCONSIN PROPERTIES, LLC
BY HEALTH CARE REIT, INC.
ITS MEMBER
HCRI MISSISSIPPI PROPERTIES, INC.
HCRI ILLINOIS PROPERTIES, LLC
BY HEALTH CARE REIT, INC.
ITS MEMBER
HCRI MISSOURI PROPERTIES, LLC
BY HEALTH CARE REIT, INC.
ITS MEMBER
HCRI SURGICAL PROPERTIES, LLC
BY HEALTH CARE REIT, INC.
ITS MEMBER
HCRI TUCSON PROPERTIES, INC.
HCRI INVESTMENTS, INC.
HCRI CHICAGO PROPERTIES, INC.
BY_____________________________________________
CHIEF EXECUTIVE OFFICER
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Chief Executive Officer of all of the
aforementioned entities, has executed this Second Substituted Note intending
that all entities above named are bound and are to be bound by the one signature
as if he had executed this Second Substituted Note separately for each of the
above named entities.
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SCHEDULE A
PRINCIPAL PAYMENTS
Second Substituted Note dated January 30, 2004
payable to the order of
LASALLE BANK NATIONAL ASSOCIATION
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
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