EXHIBIT 10.45
AMENDMENT TO THE
FIRST AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP
OF MPT OPERATING PARTNERSHIP, L.P.
This amendment to the First Amended and Restated Agreement of Limited
Partnership of MPT Operating Partnership, L.P. (the "Partnership Agreement") is
made and entered into as of the 7th day of April, 2004 by and among MPT
Operating Partnership, L.P. (the "Partnership"), Medical Properties Trust, LLC,
a Delaware limited liability company and currently the sole general partner of
the Partnership, and Medical Properties Trust, Inc., a Maryland corporation,
currently the sole limited partner of the Partnership.
1. Exhibit A to the Partnership Agreement is hereby amended in
its entirety to read as follows:
Agreed
Value of Number of
Cash Capital Partnership Percentage
Partner Contribution Contribution Units Interest
---------------------------------- ------------- ------------- ------------- ------------
GENERAL PARTNER:
Medical Properties Trust, LLC, a
Delaware limited liability company $ 2,335,127 $ 2,335,127 260,828.62 1%
LIMITED PARTNER:
Medical Properties Trust, Inc. $ 231,177,554 $ 231,177,554 25,822,033.38 99%
TOTALS: $ 233,512,681 $ 233,512,681 26,082,862 100%
2. Except as expressly modified by this Amendment, all other
terms and conditions of the Partnership Agreement shall not be
modified or amended and shall remain in full force and effect.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have hereunder affixed their
signatures to this Amendment to the Amended and Restated Agreement of Limited
Partnership, all as of the date first above written.
PARTNERSHIP:
MPT OPERATING PARTNERSHIP, L.P.
BY: MEDICAL PROPERTIES TRUST, LLC
ITS: GENERAL PARTNER
BY: MEDICAL PROPERTIES TRUST, INC.
ITS: SOLE MEMBER
By: /s/ R. Xxxxxx Xxxxxx
------------------------------------
Name: R. Xxxxxx Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
GENERAL PARTNER:
MEDICAL PROPERTIES TRUST, LLC
BY: MEDICAL PROPERTIES TRUST, INC.
ITS: SOLE MEMBER
By: /s/ R. Xxxxxx Xxxxxx
------------------------------------
Name: R. Xxxxxx Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
LIMITED PARTNER:
MEDICAL PROPERTIES TRUST, INC.
By: /s/ R. Xxxxxx Xxxxxx
------------------------------------
Name: R. Xxxxxx Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
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