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EXHIBIT 10.20
AMENDMENT NO. 7
TERM CREDIT AGREEMENT
THIS AMENDMENT NO. 7 dated as of January 4, 2001 (the "Amendment") to the
Term Credit Agreement referenced below, is by and among HEALTHCARE REALTY TRUST
INCORPORATED, a Maryland corporation, as Borrower, the banks identified herein
and BANK OF AMERICA, N.A. (formerly known as NationsBank, N.A.), as
administrative agent. Capitalized terms used but not otherwise defined herein
shall have the meanings provided in the Term Credit Agreement.
W I T N E S S E T H
WHEREAS, a $200 million term loan facility, consisting of a $187.4 million
Tranche A Term Loan to Healthcare Realty Trust Incorporated ("HRT") and a $12.6
million Tranche B Term Loan to Capstone Capital Corporation ("CCT", and together
with HRT, the "Borrowers"), was established pursuant to the terms of that Credit
Agreement dated as of October 15, 1998 (as amended and modified, the "Term
Credit Agreement") among HRT and CCT, as Borrowers, the banks identified therein
(the "Banks"), and NationsBank, N.A., (now known as Bank of America, N.A.), as
administrative agent (in such capacity, the "Agent");
WHEREAS, $25 million remains outstanding on the Tranche A Term Loan and the
Tranche B Term Loan has been repaid;
WHEREAS, HRT has requested certain modifications to the Term Credit
Agreement;
WHEREAS, the Banks have agreed to the requested modifications on the terms
and conditions set forth herein;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. The Term Credit Agreement is hereby amended and modified in the
following respects:
1.1 The following definitions are amended or added, as appropriate, to
Section 1.01:
"Conversion Event" means such term as defined in Section
2.01(a)(iii).
"Converting Lenders" means such term as defined in Section
2.01(a)(iii).
"Designated Properties" means, in the case of the Tranche A-1
Term Loan, the Tranche A-1 Term Loan Designated Properties, and in the
case of the Tranche A-2 Term Loan, the Tranche A-2 Term Loan
Designated Properties.
"Escrow Agent" means such term as defined in Section 5.29.
"Escrow Agreement" means such term as defined in Section 5.29.
"Financing Documents" means the Credit Agreement, the Notes, the
Security Agreements, the Subsidiaries Guarantees, the Escrow
Agreements and, if a Conversion Event has occurred, the Mortgages, in
each case as amended and in effect from time to time.
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"Mortgage" means the mortgages, deeds of trust or other real
estate security documents made or required herein to be made by HRT,
its Subsidiaries or Specified Affiliates.
"Notice of Conversion" means such term as defined in Section
2.01(a)(iii).
"Notice of Intent to Convert" means such term as defined in
Section 2.01(a)(iii).
"Term Loan Commitments" means the Tranche A-1 Term Loan
Commitment, the Tranche A-2 Term Loan Commitment and the Tranche B
Term Loan Commitment.
"Term Loan Commitment Percentage" means the Tranche A-1 Term Loan
Commitment Percentage, the Tranche A-2 Term Loan Commitment Percentage
and the Tranche B Term Loan Commitment Percentage, as appropriate.
"Term Note" or "Term Notes" means the Tranche A-1 Term Notes, the
Tranche A-2 Term Notes and the Tranche B Term Notes, as appropriate.
"Tranche A Maturity Date" means the Tranche A-1 Maturity Date or
the Tranche A-2 Maturity Date, as appropriate.
"Tranche A Term Lenders" means the Tranche A-1 Term Lenders
and/or the Tranche A-2 Term Lenders, as appropriate.
"Tranche A-1 Term Loan Designated Properties" initially means the
properties listed on Schedule A-1 attached hereto and shall continue
to mean such properties until such time that properties are
substituted as provided in the next sentence. At any time the Tranche
A-1 Term Lenders and HRT make any substitution in the properties then
being considered for securitization by the Tranche A-1 Term Lenders,
the Tranche A-1 Term Loan Designated Properties shall be deemed to
mean the properties being considered for securitization at such time,
or in the event the negotiations for securitization of properties
shall be suspended or terminated, the properties being considered for
securitization immediately prior to any such suspension or
termination. Notwithstanding the foregoing, Tranche A-1 Term Loan
Designated Properties shall include any properties substituted
pursuant to Section 2.01(a)(iii)(D) hereof.
"Tranche A-1 Term Loan Mortgage" means the Mortgages covering the
Tranche A-1 Term Loan Designated Properties. The Tranche A-1 Term Loan
Mortgages shall be in form and substance satisfactory to the Tranche
A-1 Term Lenders.
"Tranche A-1 Maturity Date" means such term as defined in Section
2.04(a)(i).
"Tranche A-1 Term Lenders" means Banks holding Tranche A-1 Term
Loan Commitments.
"Tranche A-1 Term Loan" means such term as defined in Section
2.01(a).
"Tranche A-1 Term Loan Commitment" means, with respect to each
Bank, the commitment of such Bank to make its portion of the Tranche
A-1 Term Loan as specified
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in Schedule 2.01 (and after the Closing Date the outstanding principal
amount of such Bank's Tranche A-1 Term Loan).
"Tranche A-1 Term Loan Commitment Percentage" means, for each
Bank, a fraction (expressed as a percentage), the numerator of which
is the Tranche A-1 Term Loan Commitment (and after the Closing Date,
the outstanding principal amount of such Bank's Tranche A-1 Term Loan)
of such Bank at such time and the denominator of which is the
aggregate amount of the Tranche A-1 Term Loan Commitment (and after
the Closing Date, the aggregate principal amount of the Tranche A-1
Term Loan) at such time. The Tranche A-1 Term Loan Commitment
Percentages as of the date of Amendment No. 7 are set out on Schedule
2.01 (as amended by Amendment No. 7).
"Tranche A-1 Term Note" or "Tranche A-1 Term Notes" means the
promissory notes of HRT in favor of each of the Tranche A-1 Term
Lenders evidencing the Tranche A-1 Term Loans in substantially the
form attached as Schedule 2.06(a)(i), individually or collectively, as
appropriate, as such promissory notes may be amended, modified,
supplemented, extended or renewed from time to time.
"Tranche A-2 Term Loan Designated Properties" initially means the
properties listed on Schedule A-2 attached hereto and shall continue
to mean such properties until such time that properties are
substituted as provided in the next sentence. At any time the Tranche
A-2 Term Lenders and HRT make any substitution in the properties then
being considered for securitization by the Tranche A-2 Term Lenders,
the Tranche A-2 Term Loan Designated Properties shall be deemed to
mean the properties being considered for securitization at such time,
or in the event the negotiations for securitization of properties
shall be suspended or terminated, the properties being considered for
securitization immediately prior to any such suspension or
termination. Notwithstanding the foregoing, Tranche A-2 Term Loan
Designated Properties shall include any properties substituted
pursuant to Section 2.01(a)(iii)(D) hereof.
"Tranche A-2 Term Loan Mortgage" means the Mortgages covering the
Tranche A-2 Term Loan Designated Properties. The Tranche A-2 Term Loan
Mortgages shall be in form and substance satisfactory to the Tranche
A-2 Term Lenders.
"Tranche A-2 Maturity Date" means such term as defined in Section
2.04(a)(ii).
"Tranche A-2 Term Lenders" means Banks holding Tranche A-2 Term
Loan Commitments.
"Tranche A-2 Term Loan" means such term as defined in Section
2.01(a).
"Tranche A-2 Term Loan Commitment" means, with respect to each
Bank, the commitment of such Bank to make its portion of the Tranche
A-2 Term Loan as specified in Schedule 2.01 (and after the Closing
Date the outstanding principal amount of such Bank's Tranche A-2 Term
Loan).
"Tranche A-2 Term Loan Commitment Percentage" means, for each
Bank, a fraction (expressed as a percentage), the numerator of which
is the Tranche A-2 Term Loan Commitment (and after the Closing Date,
the outstanding principal amount of such Bank's Tranche A-2 Term Loan)
of such Bank at such time and the denominator of which is the
aggregate amount of the Tranche A-2 Term Loan Commitment (and after
the
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Closing Date, the aggregate principal amount of the Tranche A-2 Term
Loan) at such time. The Tranche A-2 Term Loan Commitment Percentages
as of the date of Amendment No. 7 are set out on Schedule 2.01 (as
amended by Amendment No. 7).
"Tranche A-2 Term Note" or "Tranche A-2 Term Notes" means the
promissory notes of HRT in favor of each of the Tranche A-2 Term
Lenders evidencing the Tranche A-2 Term Loans in substantially the
form attached as Schedule 2.06(a)(ii), individually or collectively,
as appropriate, as such promissory notes may be amended, modified,
supplemented, extended or renewed from time to time.
1.2 Subsection (a) of Section 2.01 is amended to read as follows:
(a) Tranche A Term Loan. A Tranche A Term Loan in the original
principal amount of ONE HUNDRED EIGHTY-SEVEN MILLION FOUR HUNDRED
THOUSAND DOLLARS ($187,400,000) was made to HRT on the Closing Date
(the "Tranche A Term Loan"). As of the date of Amendment No. 7, a
principal amount of TWENTY-FIVE MILLION DOLLARS ($25,000,000) remains
outstanding and unpaid on the Tranche A Term Loan. The Banks have
requested that the Tranche A Term Loan be split into separate tranches
(the "Tranche A-1 Term Loan" and the "Tranche A-2 Term Loan"; such
Loans may be referred to herein individually or collectively, as
appropriate, as the "Tranche A Term Loan") as hereafter provided. From
the date of Amendment No. 7, election of applicable interest rates and
related Notices of Interest Rate Election shall be made separately for
the Tranche A-1 Term Loan and the Tranche A-2 Term Loan. Amounts
repaid on the Tranche A Term Loan may not be reborrowed.
(i) Tranche A-1 Term Loan. The Tranche A-1 Term Loan shall
be in the initial principal amount of FIVE MILLION DOLLARS
($5,000,000). The Tranche A-1 Term Loan may consist of Base Rate
Loans or Eurodollar Loans, or a combination thereof, as HRT may
request. The portion of the Tranche A-1 Term Loan consisting of
Eurodollar Loans shall be in the minimum aggregate principal
amount of One Million Dollars ($1,000,000) and integral multiples
of One Hundred Thousand Dollars ($100,000) in excess thereof.
Notwithstanding anything contained herein to the contrary, the
Tranche A-1 Term Loan shall be comprised of not more than four
(4) Eurodollar Loans at any time.
(ii) Tranche A-2 Term Loan. The Tranche A-2 Term Loan shall
be in the initial principal amount of TWENTY MILLION DOLLARS
($20,000,000). The Tranche A-2 Term Loan may consist of Base Rate
Loans or Eurodollar Loans, or a combination thereof, as HRT may
request. The portion of the Tranche A-2 Term Loan consisting of
Eurodollar Loans shall be in the minimum aggregate principal
amount of One Million Dollars ($1,000,000) and integral multiples
of One Hundred Thousand Dollars ($100,000) in excess thereof.
Notwithstanding anything contained herein to the contrary, the
Tranche A-2 Term Loan shall be comprised of not more than four
(4) Eurodollar Loans at any time.
(iii) Right of Conversion. Either or both of the Tranche A-1
Term Lenders and the Tranche A-2 Term Lenders, in their sole
discretion, at any time after the occurrence and during the
continuance of an Event of Default, may give notice to the Agent
and HRT of the intent to convert their respective Tranche A Term
Loan from an unsecured recourse loan to a non-recourse loan
secured by
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their respective Designated Properties (a "Notice of Intent to
Convert"; the Tranche A Term Lenders giving such notice may be
referred to as the "Converting Lenders"). Upon the delivery of
any such Notice of Intent to Convert:
(A) Deliveries in respect of the Designated Properties.
HRT at its own expense shall deliver to the Converting
Lenders as soon as practicable and in any event within
thirty (30) days following the Notice of Intent to Convert:
(i) phase one environmental reports on the
applicable Designated Properties containing only such
items as are acceptable to the Converting Lenders in
their reasonable discretion;
(ii) recent ALTA as-built surveys on the applicable
Designated Properties showing all structures and
easements in form and substance acceptable to the
Converting Lenders in their reasonable discretion;
(iii) mortgagee title insurance policies insuring
the priority of the Mortgages (in such amounts and
containing only such exceptions as are acceptable to
the Converting Lenders in their reasonable discretion);
(iv) any appraisals of the applicable Designated
Properties that may be required by law or regulation
applicable to the Converting Lenders, which appraisals
shall be in form and substance acceptable to the
Converting Lenders in their reasonable discretion;
(v) certificates of insurance with respect to the
property subject to the Mortgages showing coverages in
such amounts as are acceptable to the Converting
Lenders in their reasonable discretion; and
(vi) any other items and deliveries as are
reasonably requested by the Converting Lenders in
connection with the Mortgages and the Conversion Event.
(B) Deliveries in respect of Conversion. HRT at its own
expense will promptly provide:
(i) to the Converting Lenders and, if appropriate,
to the Agent,
(A) amendment(s) to this Credit Agreement and
other documentation necessary and appropriate to give
effect to the conversion of the respective Tranche A
Term Loan to a secured non-recourse loan (which other
documentation may be in the form of a new loan
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agreement and related documents that do not include the
Agent or the other Tranche A Term Lenders), in form and
substance acceptable to the Converting Lender in its
discretion; and
(B) legal opinions relating to any such
amendments and other documentation in form and
substance satisfactory to the Converting Lenders in
their discretion; and
(ii) to the Escrow Agent, Mortgages on any of the
applicable Designated Properties for which the Escrow Agent
does not then hold Mortgages.
(C) Election of Conversion. The Converting Lenders may by
notice to the Agent and HRT, contemporaneous with any Notice of
Intent to Convert or at any time thereafter, elect to convert
their respective Tranche A Term Loan to a secured non-recourse
loan (a "Notice of Conversion" and any such exercise of the right
of conversion shall constitute a "Conversion Event") at HRT's
expense, and in connection therewith:
(i) the Converting Lender may direct the Agent to take
prompt action appropriate under the circumstances to give
effect to the provisions of this subsection, including
direction to the appropriate Escrow Agent for delivery of
Mortgages in respect of the applicable Designated
Properties; and
(ii) legal opinions relating to any such Mortgages,
other related documentation and the Designated Properties in
form and substance satisfactory to the Converting Lenders in
their discretion;
provided that, if the Converting Lenders should elect to exercise
their right of conversion hereunder prior to delivery of the
items in respect of the Designated Properties set forth in the
foregoing clause (A), HRT will covenant and agree to provide such
items promptly within the time provided thereby; provided further
that if HRT and the Converting Lenders shall not otherwise agree
to particular terms of the non-recourse provisions as
contemplated in the foregoing clause (B), THE RESPECTIVE TRANCHE
A TERM LOAN SHALL BE CONVERTED UPON DELIVERY OF THE NOTICE OF
CONVERSION AND SHALL THEREUPON BECOME NON-RECOURSE TO HRT AND ITS
SUBSIDIARIES UPON THE TERMS SPECIFIED IN THE LAST SENTENCE OF THE
NEXT SUCCEEDING PARAGRAPH HEREOF, AND THEREAFTER RECOVERY OF
AMOUNTS OWING TO SUCH CONVERTING LENDERS UNDER THEIR RESPECTIVE
NOTES AND TRANCHE A TERM LOAN SHALL, SUBJECT TO SUCH SPECIFIED
TERMS, BE LIMITED TO THE DESIGNATED PROPERTIES OF SUCH CONVERTING
LENDERS.
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In connection with any Conversion Event, the Agent will take
such action appropriate under the circumstances to give effect to
the provisions of this subsection, and HRT will (and will cause
each of its Subsidiaries and its Specified Affiliates to)
cooperate with and assist in the delivery of any such Mortgages,
including, without limitation, the execution and delivery of
additional mortgage instruments or amendments of mortgage
instruments previously executed, as reasonably necessary to give
effect to the provisions of this subsection. HRT will also pay
any and all recording fees and taxes, any title insurance
premiums, any legal fees and other costs and expenses of the
Converting Lenders incurred in connection with the Conversion
Event. The parties hereto agree to cooperate in the preparation,
execution and delivery of any amendments to the Credit Agreement
or other documentation deemed reasonably necessary by the
Converting Lenders or the Agent in connection with the Conversion
Event. The parties hereto further agree that the non-recourse
provisions of any such amendment or other documentation will
contain reasonable and customary exceptions for such matters as
fraud, willful misrepresentation, material misstatements,
misappropriation of funds, waste, indemnification for
environmental liabilities, attorneys' fees and other costs of
collection.
(D) Substitution of Designated Properties. The Converting
Lenders may, by written notice to HRT, reject any Designated
Property for which HRT is unable to satisfy any of the
requirements set forth in clause (a)(iii)(A) of this Section
2.01, in which case, HRT shall, by written notice to the
Converting Lenders, promptly substitute another property of
comparable value satisfactory to the Converting Lenders in their
reasonable discretion. Any property so rejected shall cease to be
a Designated Property upon substitution of a conforming property,
and any conforming property so substituted shall immediately
become a Designated Property. HRT shall promptly comply with the
requirements of this Section 2.01(a)(iii) with respect to any
such new Designated Property.
1.3 Subsection (a) of Section 2.04 is amended to read as follows:
(a)(i) The Tranche A-1 Term Loan, together with accrued interest,
fees and other amounts owing hereunder, is due and payable in full on
March 30, 2001 (the "Tranche A-1 Maturity Date"). Payment on or in
respect of the Tranche A-1 Term Loan will be applied ratably to the
Tranche A-1 Term Loan held by the Tranche A-1 Term Lenders in
accordance with their respective Tranche A-1 Term Loan Commitment
Percentages.
(ii) The Tranche A-2 Term Loan, together with accrued interest,
fees and other amounts owing hereunder, is due and payable in full on
March 30, 2001 (the "Tranche A-2 Maturity Date"). Payment on or in
respect of the Tranche A-2 Term Loan will be applied ratably to the
Tranche A-2 Term Loan held by the Tranche A-2 Term Lenders in
accordance with their respective Tranche A-2 Term Loan Commitment
Percentages.
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1.4 Subsection (i) of Section 2.09(b) is amended to read as follows:
(i) Mandatory Prepayments from Asset Sales. Within five (5)
Business Days (or such longer period of time agreed to by the Banks
entitled to proceeds in accordance with the provisions of this
subsection as set forth below) of each receipt by HRT or any of its
Subsidiaries or Specified Affiliates of any Net Sale Proceeds from any
Asset Sale, HRT shall prepay, or cause such Subsidiary or Specified
Affiliate to prepay on behalf of HRT, to the Agent hereunder for the
account of the Banks hereunder an amount equal to 100% of all Net Sale
Proceeds from all such Asset Sales as hereafter provided:
(A) Net Sale Proceeds derived from the Tranche A-1 Term Loan
Designated Properties shall be applied first to accrued interest and
fees and other amounts owing in respect of the Tranche A-1 Term Loan
and then to the principal amount of the Tranche A-1 Term Loan until
paid in full. After payment in full of the Tranche A-1 Term Loan, any
such proceeds shall be applied to accrued interest and fees and other
amounts owing in respect of the Tranche A-2 Term Loan;
(B) Net Sale Proceeds derived from the Tranche A-2 Term Loan
Designated Properties shall be applied first to accrued interest and
fees and other amounts owing in respect of the Tranche A-2 Term Loan
and then to the principal amount of the Tranche A-2 Term Loan until
paid in full. After payment in full of the Tranche A-2 Term Loan, any
such proceeds shall be applied to accrued interest and fees and other
amounts owing in respect of the Tranche A-1 Term Loan; and
(C) Net Sale Proceeds derived from property other than the
Tranche A-1 Term Loan Designated Properties or the Tranche A-2 Term
Loan Designated Properties shall be applied first to accrued interest
and fees and other amounts owing in respect of the Tranche A-1 Term
Loan and then to the principal amount of the Tranche A-1 Term Loan
until paid in full. After payment in full of the Tranche A-1 Term
Loan, any such proceeds shall be applied to accrued interest and fees
and other amounts owing in respect of the Tranche A-2 Term Loan.
1.5 Subsection (iii) of Section 2.09(b) is amended to read as follows:
(iii) Mandatory Prepayment from the Proceeds of Debt. Within five
(5) Business Days (or such longer period of time agreed to by the
Banks entitled to proceeds in accordance with the provisions of this
subsection as set forth below) of each date on which HRT or any of its
Subsidiaries receives cash proceeds from the issuance of any Debt
after the Closing Date (other than borrowings under the Revolving
Credit Agreement, or mortgage indebtedness assumed in connection with
purchases and acquisitions otherwise permitted hereunder), HRT shall
make payment, or shall cause any such Subsidiary to make payment, of
such cash proceeds less any actual out of pocket expenses, fees and
other sums paid or incurred by HRT or its Subsidiaries in connection
therewith on the Term Loans as hereafter provided.
(A) Prepayments in respect of the issuance of Debt by HRT
and its Subsidiaries secured by any of the Tranche A-1 Term Loan
Designated Properties shall be applied first to accrued interest
and fees and other amounts
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owing in respect of the Tranche A-1 Term Loan and then to the
principal amount of the Tranche A-1 Term Loan until paid in full.
After payment in full of the Tranche A-1 Term Loan, any such
proceeds shall be applied to accrued interest and fees and other
amounts owing in respect of the Tranche A-2 Term Loan;
(B) Prepayments in respect of the issuance of Debt by HRT
and its Subsidiaries secured by any of the Tranche A-2 Term Loan
Designated Properties shall be applied first to accrued interest
and fees and other amounts owing in respect of the Tranche A-2
Term Loan and then to the principal amount of the Tranche A-2
Term Loan until paid in full. After payment in full of the
Tranche A-2 Term Loan, any such proceeds shall be applied to
accrued interest and fees and other amounts owing in respect of
the Tranche A-1 Term Loan; and
(C) Prepayments in respect of the issuance of Debt by HRT
and its Subsidiaries other than Debt described in subsections (A)
and (B) of this Section 2.09(b)(iii) shall be applied first to
accrued interest and fees and other amounts owing in respect of
the Tranche A-1 Term Loan and then to the principal amount of the
Tranche A-1 Term Loan until paid in full. After payment in full
of the Tranche A-1 Term Loan, any such proceeds shall be applied
to accrued interest and fees and other amounts owing in respect
of the Tranche A-2 Term Loan.
1.6 Section 2.11 is amended to include a new subsection (c) to read as
follows:
(c) Except as otherwise expressly provided, payments and
prepayments of principal, accrued interest and fees shall be shared
ratably by the Banks based on their portion of the principal balance
of the Tranche A Term Loan. Payments and prepayments and accrued
interest and other amounts in respect of the Tranche A-1 Term Loan
shall be shared ratably by the Tranche A-1 Term Lenders based on their
respective Tranche A-1 Term Loan Commitment Percentages. Payments and
prepayments and accrued interest and other amounts in respect of the
Tranche A-2 Term Loan shall be shared ratably by the Tranche A-2 Term
Lenders based on their respective Tranche A-2 Term Loan Commitment
Percentages.
1.7 A new Section 4.22 is added to read as follows:
SECTION 4.22 Designated Properties. As to each of the Designated
Properties: (i) HRT or its Subsidiaries have good marketable title thereto
and the legal right and authority to pledge the property under the terms
and conditions provided herein, (ii) the property is not subject to any
liens or encumbrances other than those permitted by Section 5.07, (iii) HRT
and its Subsidiaries hereby reaffirm the representations and warranties
regarding Environmental Matters provided in Section 4.06, and (iv) all
property taxes and governmental fees and charges relating to the properties
have been paid, other than those which are not yet delinquent or which are
being contested in accordance with the provisions of Section 4.16.
1.8 A new paragraph is added to the end of Section 5.07 to read as follows:
Notwithstanding anything to the contrary contained herein, HRT
will not nor will it permit any of its Subsidiaries to create, assume
or suffer to exist any Lien on any of the Designated Properties,
except (i) Liens created or contemplated hereunder, and (ii) Liens
permitted under subsections (b) - (f) hereof.
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1.9 A new Section 5.29 is added to read as follows:
SECTION 5.29. Requirements Imposed by Amendment No. 7. As soon as
practicable, and in any event no later than January 17, 2001, HRT
shall deliver to the Agent the following:
(i) Escrow Agreements. An executed escrow agreement in form and
substance satisfactory to the Banks (the "Escrow Agreement") with an
Escrow Agent acceptable to the Banks (the "Escrow Agent") for each of
the Tranche A-1 Term Loan Designated Properties and the Tranche A-2
Term Loan Designated Properties; and
(ii) Confirmation of Delivery of Mortgages. A notice (a) from the
Escrow Agent for the Tranche A-1 Term Loan Designated Properties that
it has received fully executed Mortgages covering each of the Tranche
A-1 Term Loan Designated Properties and (b) from the Escrow Agent for
the Tranche A-2 Term Loan Designated Properties that it has received
fully executed Mortgages covering each of the Tranche A-2 Term Loan
Designated Properties.
1.10 Section 6.01(c) is amended to read as follows:
(c) Default in the due performance or observance of any term,
covenant or agreement contained in Sections 5.07 through 5.29,
inclusive.
1.11 The final paragraph of Section 6.01 is amended to read as follows:
then, and in every such event during the continuance of any such Event
of Default:
(i) Tranche A-1 Term Loan. The Tranche A-1 Term Lenders may
by notice to the Agent and HRT take any or all of the following
actions: (A) terminate any commitments which the Tranche A-1 Term
Lenders may have hereunder or under the other Financing
Documents, (B) declare the Tranche A-1 Term Loan and all amounts
owing under the Tranche A-1 Term Note (including accrued
interest) to be, and the such amounts and such Note shall
thereupon become, immediately due and payable without
presentment, demand, protest or other notice of any kind, all of
which are hereby waived by HRT, (C) in the event a Conversion
Event shall have occurred with respect to the Tranche A-1 Term
Loan, direct foreclosure or other appropriate action under any
Tranche A-1 Term Loan Mortgages, and (D) direct the Agent to take
any other such action and exercise any other such remedies in
respect of the Tranche A-1 Term Loan and any collateral interest
therefor as the Tranche A-1 Term Lender may direct; provided that
notwithstanding the foregoing, any and all commitments shall
immediately terminate and any and all amounts owing under the
Tranche A-1 Term Note or in respect of the Tranche A-1 Term Loan
shall be immediately due upon the occurrence of an event of
bankruptcy or insolvency described in the foregoing clauses (h)
or (i) of this Section 6.01 without demand or notice or other act
of any kind.
(ii) Tranche A-2 Term Loan. The Tranche A-2 Term Lenders may
by notice to the Agent and HRT take any or all of the following
actions: (A) terminate any commitments which the Tranche A-2 Term
Lenders may have hereunder or under the other Financing
Documents, (B) declare the Tranche ▇-▇
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Term Loan and all amounts owing under the Tranche A-2 Term Note
(including accrued interest) to be, and the such amounts and such
Note shall thereupon become, immediately due and payable without
presentment, demand, protest or other notice of any kind, all of
which are hereby waived by HRT, (C) in the event a Conversion
Event shall have occurred with respect to the Tranche A-2 Term
Loan, direct foreclosure or other appropriate action under any
Tranche A-2 Term Loan Mortgages, and (D) direct the Agent to take
any other such action and exercise any other such remedies in
respect of the Tranche A-2 Term Loan and any collateral interest
therefor as the Tranche A-2 Term Lender may direct; provided that
notwithstanding the foregoing, any and all commitments shall
immediately terminate and any and all amounts owing under the
Tranche A-2 Term Note or in respect of the Tranche A-2 Term Loan
shall be immediately due upon the occurrence of an event of
bankruptcy or insolvency described in the foregoing clauses (h)
or (i) of this Section 6.01 without demand or notice or other act
of any kind.
(iii) Other Actions. The Banks, by joint act of the Tranche
A-1 Term Lenders and the Tranche A-2 Term Lenders, may direct the
Agent to take any such other action and exercise any such other
remedies as they may deem appropriate.
1.12 The second sentence of Section 7.08 is amended to read as follows:
The Majority Banks may remove and replace the Agent with or
without cause at any time by giving thirty (30) days prior
written notice to the Agent, the other Banks and the Borrower.
1.13 Section 9.05 is amended to read as follows:
SECTION 9.05 Amendments and Waivers. Any provision of this Credit
Agreement or any of the other Financing Documents may be modified,
amended or waived if, but only if, such modification, amendment or
waiver is in writing and is signed:
(i) by HRT and the Tranche A-1 Term Lenders in respect of (A) the
Tranche A-1 Term Loan Designated Properties (except as provided in the
definition of such term) and the Tranche A-1 Term Loan Mortgages, (B)
any mandatory prepayments required by Section 2.09(b)(i)(A), and (C)
terms of this Agreement solely affecting the Tranche A-1 Term Loan or
the rights, duties and obligations of HRT and the Tranche A-1 Term
Lenders in respect thereof;
(ii) by HRT and the Tranche A-2 Term Lenders in respect of (A)
the Tranche A-2 Term Loan Designated Properties (except as provided in
the definition of such term) and the Tranche A-2 Term Loan Mortgages,
(B) any mandatory prepayments required by Section 2.09(b)(i)(B), and
(C) terms of this Agreement solely affecting the Tranche A-2 Term Loan
or the rights, duties and obligations of HRT and the Tranche A-2 Term
Lenders in respect thereof; and
(iii) otherwise by HRT, on the one hand, and the Majority Banks,
on the other hand, (and, if the rights or duties of the Agent are
affected thereby, by the Agent);
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provided that no such modification, amendment or waiver shall, unless
signed by each of the Banks directly affected thereby, (a) increase
the commitment of any Bank or subject any Bank to any additional
obligation, (b) reduce the principal of or rate of interest on any
Loan or any fees or other amounts payable to any Bank hereunder, (c)
postpone the date fixed for any scheduled payment of principal of or
interest on any Loan or any fees hereunder or for any scheduled
reduction or termination of any Commitment, (d) change the percentage
of commitments or of the aggregate unpaid principal amount of the
Notes, or the number of Banks, which shall be required for the Banks
or any of them to take any action under this Section or any other
provision of this Credit Agreement or (e) release all or substantially
all of the Guarantors.
1.14 Schedule A-1 is added to read as shown on Schedule A-1 attached
hereto.
1.15 Schedule A-2 is added to read as shown on Schedule A-2 attached
hereto.
1.16 Schedule 2.01 is amended and restated in its entirety to read as shown
on Schedule 2.01 attached hereto.
1.17 Schedule 2.06(a)(i) is added to read as shown on Schedule 2.06(a)(i)
attached hereto.
1.18 Schedule 2.06(a)(ii) is added to read as shown on Schedule 2.06(a)(ii)
attached hereto.
2. Except as modified hereby, all of the terms and provisions of the Term
Credit Agreement (including schedules and exhibits) shall remain in full force
and effect.
3. This Amendment shall not be effective unless on January 4, 2001 (the
"Effective Date"):
3.1 Opinion of Counsel. HRT delivers to the Agent an opinion of counsel
addressed to the Agent and the Banks in form and substance
satisfactory to the Agent;
3.2 Documents. HRT delivers to the Agent an executed copy of this
Amendment, a Tranche A-1 Term Note payable to Bank of America, N.A.
and a Tranche A-2 Term Note payable to First Union National Bank;
3.3 Schedules. HRT delivers to the Agent Schedule A-1 identifying the
Tranche A-1 Term Loan Designated Properties and Schedule A-2
identifying the Tranche A-2 Term Loan Designated Properties;
3.4 Certificate. HRT delivers to the Agent a certificate of an authorized
officer of the Borrower confirming (a) that the representations and
warranties set forth in the Term Credit Agreement and the other
Financing Documents are true and correct as of the date of this
Amendment (except for those which expressly relate to an earlier date)
and (b) that there exists no Default or Event of Default under the
Term Credit Agreement or the Revolving Credit Agreement; and
3.5 Professional Fees. HRT pays the reasonable fees and expenses of ▇▇▇▇▇
& ▇▇▇ ▇▇▇▇▇, PLLC and ▇▇▇▇▇▇ & Bird LLP, counsel to the Banks,
incurred in connection with the negotiation and documentation of this
Amendment.
4. HRT hereby affirms that, after giving effect to this Amendment, the
representations and warranties set forth in the Term Credit Agreement and the
other Financing Documents are true and
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correct in all material respects as of the date hereof (except those which
expressly relate to an earlier period).
5. HRT agrees to pay all reasonable costs and expenses of the Banks (i) in
connection with the preparation, execution and delivery of this Amendment, the
Escrow Agreements and the Mortgages and (ii) in connection with any Conversion
Event, including in each case the reasonable fees and expenses of ▇▇▇▇▇ & ▇▇▇
▇▇▇▇▇, PLLC and ▇▇▇▇▇▇ & Bird LLP.
6. This Amendment may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, and it shall
not be necessary in making proof of this Amendment to produce or account for
more than one such counterpart.
7. This Amendment shall be governed by and construed in accordance with the
laws of the State of North Carolina.
[remainder of page intentionally left blank]
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IN WITNESS WHEREOF, each of the undersigned parties has caused this
Amendment to be executed as of the day and year first above written.
BORROWER: HEALTHCARE REALTY TRUST INCORPORATED,
a Maryland corporation
By:
----------------------------------
Name:
Title: Executive Vice President
AGENT: BANK OF AMERICA, N.A. (a national banking association
formerly known as NationsBank, N.A.), as Agent under
the Term Credit Agreement
By:
----------------------------------
Name:
Title:
BANKS: BANK OF AMERICA, N.A. (a national banking association
formerly known as NationsBank, N.A.)
By:
----------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK
By:
----------------------------------
Name:
Title:
[signatures continue]
15
ACKNOWLEDGED & AGREED:
GUARANTORS: DURHAM MEDICAL OFFICE BUILDING, INC.,
a Texas corporation
HEALTHCARE REALTY SERVICES INCORPORATED,
an Alabama corporation
HR ASSETS, INC., a Texas corporation
HR CAPITAL, INC., a Texas corporation
HR FUNDING, INC., a Texas corporation
HR INTERESTS, INC., a Texas corporation
HR OF TEXAS, INC., a Maryland corporation
HRT OF ALABAMA, INC., an Alabama corporation
HRT OF DELAWARE, INC., a Delaware corporation
HRT OF FLORIDA, INC., a Florida corporation
HRT OF ROANOKE, INC. a Virginia corporation
HRT OF TENNESSEE, INC., a Tennessee corporation
HRT OF VIRGINIA, INC., a Virginia corporation
PENNSYLVANIA HRT, INC., a Pennsylvania corporation
HR OF SAN ANTONIO, INC., a Texas corporation
PROPERTY TECHNOLOGY SERVICES, INC.,
a Tennessee corporation
HR SYMBIONT, INC., a Delaware corporation
By:
--------------------------------------
Name:
Title: Executive Vice President
for each of the foregoing
PASADENA MEDICAL PLAZA SSJ, LTD.,
a Florida limited partnership
By: Healthcare Realty Trust Incorporated,
a Maryland corporation, as General Partner
By:
--------------------------------------
Name:
Title: Executive Vice President
SAN ANTONIO SSP, LTD.,
a Texas limited partnership
By: HR of San Antonio, Inc.,
a Texas corporation, as General Partner
By:
--------------------------------------
Name:
Title: Executive Vice President
[signatures continue]
16
HR ASSETS, LLC,
a Delaware limited liability company
BY: Healthcare Realty Trust Incorporated,
a Maryland corporation, as Sole Manager
By:
--------------------------------------
Name:
Title: Executive Vice President
HR ACQUISITION I CORPORATION,
f/k/a Capstone Capital Corporation, a Maryland corporation
CAPSTONE CAPITAL OF ALABAMA, INC.,
an Alabama corporation
CAPSTONE-CAPITAL OF BAYTOWN, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF ▇▇▇▇▇▇ BAY, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF CALIFORNIA, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF CAPE CORAL, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF KENTUCKY, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF LAS VEGAS, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF LOS ANGELES, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF MASSACHUSETTS. INC.,
an Alabama corporation
CAPSTONE CAPITAL OF PENNSYLVANIA, INC.,
a Pennsylvania corporation
CAPSTONE CAPITAL OF SARASOTA, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF TEXAS, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF VIRGINIA, INC.,
an Alabama corporation
CAPSTONE CAPITAL PROPERTIES, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF OCOEE, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF PORT ORANGE, INC.,
an Alabama corporation
By:
--------------------------------------
Name:
Title: Executive Vice President
for each of the foregoing
[signatures continue]
▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇, LTD.,
an Alabama limited partnership
By: CAPSTONE CAPITAL OF ▇▇▇▇▇▇ BAY, INC.,
an Alabama corporation, as General Partner
By:
--------------------------------------
Name:
Title: Executive Vice President
CAPSTONE OF LOS ANGELES, LTD., an Alabama limited
partnership
By: CAPSTONE CAPITAL OF LOS ANGELES, INC.,
an Alabama Corporation, as General Partner
By:
--------------------------------------
Name:
Title: Executive Vice President
CAPSTONE OF CAPE CORAL, LTD., an Alabama limited partnership
By: CAPSTONE CAPITAL OF CAPE CORAL, INC.,
an Alabama corporation, as General Partner
By:
--------------------------------------
Name:
Title: Executive Vice President
CAPSTONE OF LAS VEGAS, LTD., an Alabama limited partnership
BY: CAPSTONE CAPITAL OF LAS VEGAS, INC.,
an Alabama corporation, as General Partner
By:
--------------------------------------
Name:
Title: Executive Vice President
CAPSTONE OF SARASOTA, LTD., an Alabama limited partnership
By: CAPSTONE CAPITAL OF SARASOTA, INC.,
an Alabama corporation
By:
--------------------------------------
Name:
Title: Executive Vice President
[signatures continue]
18
CAPSTONE CAPITAL OF SAN ANTONIO, LTD., an Alabama limited
partnership
By: CAPSTONE CAPITAL OF TEXAS, INC.,
an Alabama corporation, as General Partner
By:
--------------------------------------
Name:
Title: Executive Vice President
CAPSTONE OF VIRGINIA LIMITED PARTNERSHIP, an
Alabama limited partnership
By: CAPSTONE CAPITAL OF VIRGINIA, INC.,
an Alabama corporation, as General Partner
By:
--------------------------------------
Name:
Title: Executive Vice President
CAPSTONE OF OCOEE, LTD., an Alabama limited partnership
By: CAPSTONE CAPITAL OF OCOEE, INC.,
an Alabama corporation, as General Partner
By:
--------------------------------------
Name:
Title: Executive Vice President
CAPSTONE OF PORT ORANGE, LTD., an Alabama limited
partnership
By: CAPSTONE CAPITAL OF PORT ORANGE, INC.,
an Alabama corporation, as General Partner
By:
--------------------------------------
Name:
Title: Executive Vice President
