AMENDMENT NO. 1
Exhibit 10.1
AMENDMENT NO. 1
THIS AMENDMENT NO. 1, dated as of May 12, 2010 (this “Amendment”), of that certain
Credit Agreement referenced below is by and among HEALTHCARE REALTY TRUST INCORPORATED, a Maryland
corporation (the “Borrower”), the Lenders and BANK OF AMERICA, N.A., as Administrative
Agent. Capitalized terms used but not otherwise defined herein shall have the meanings provided in
the Credit Agreement.
W I T N E S S E T H
WHEREAS, a $550 million revolving credit facility has been established in favor of the
Borrower pursuant to the terms of that Amended and Restated Credit Agreement dated as of September
30, 2009 (as amended and modified, the “Credit Agreement”), among the Borrower, the Lenders
identified therein, and Bank of America, N.A., as Administrative Agent;
WHEREAS, the Borrower has requested certain modifications to the terms of the Credit
Agreement; and
WHEREAS, the Lenders have agreed to the requested modifications on the terms and conditions
set forth herein;
NOW, THEREFORE, in consideration of these premises and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Amendment to Credit Agreement. The defined term “Consolidated EBITDA” in Section
1.01 of the Credit Agreement is amended to read as follows:
“Consolidated EBITDA” means, for any period for the Consolidated Group, the sum
of (a) net income attributable to common stockholders (or its equivalent) plus (b)
to the extent deducted in determining net income attributable to common stockholders (or its
equivalent), (i) Consolidated Interest Expense, (ii) the amount of income taxes (or
minus the amount of tax benefits), (iii) depreciation and amortization, and (iv)
expenses reducing net income attributable to common stockholders (or its equivalent) during
such period which do not represent a cash expenditure in such period or any future period
and minus all items increasing net income attributable to common stockholders (or
its equivalent) during such period which do not represent a cash receipt in such period or
in any future period, in each case on a consolidated basis determined in accordance with
GAAP. Except as otherwise expressly provided, the applicable period shall be for the four
(4) consecutive fiscal quarters ending as of the date of determination.
2. Condition Precedent. This Amendment shall be effective immediately upon receipt by
the Administrative Agent of counterparts of this Agreement duly executed by the Borrower and the
Required Lenders.
3. Effectiveness of Amendment. Upon satisfaction of the condition precedent set forth
in Section 2 hereof, all references to the Credit Agreement in each of the Credit Documents
shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically
amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall
remain in full force and effect according to its terms.
4. Representations and Warranties; Defaults. The Borrower affirms the following:
(a) all necessary action to authorize the execution, delivery and performance of this
Amendment has been taken;
(b) after giving effect to this Amendment, the representations and warranties set forth
in the Credit Agreement and the other Credit Documents are true and correct in all material
respects as of the date hereof (except those which expressly relate to an earlier period);
and
(c) after giving effect to this Amendment, no Default or Event of Default shall exist.
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5. Full Force and Effect. Except as modified hereby, all of the terms and provisions
of the Credit Agreement and the other Credit Documents (including schedules and exhibits thereto)
shall remain in full force and effect.
6. Affirmation of Obligations. The Borrower (a) affirms all of its obligations under
the Credit Documents and (b) agrees that this Amendment and all documents executed in connection
herewith do not operate to reduce or discharge their obligations under any Credit Document.
7. Expenses. The Borrower agrees to pay all reasonable costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery of this Amendment,
including the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, PLLC.
8. Counterparts. 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.
Delivery by any party hereto of an executed counterpart of this Amendment by facsimile shall be
effective as such party’s original executed counterpart and shall constitute a representation that
such party’s original executed counterpart will be delivered.
9. Amendment is a Credit Document. Each of the parties hereto hereby agrees that this
Amendment is a Credit Document.
10. Governing Law. This Amendment shall be governed by, and construed in accordance
with, the law of the State of New York.
[Signatures on Following Pages]
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to
be duly executed and delivered as of the date first above written.
BORROWER: | HEALTHCARE REALTY TRUST | |||||
INCORPORATED | ||||||
By: Name: |
/s/ Xxxxx X. Xxxxxx
|
|||||
Title: | Executive Vice President and Chief Financial Officer | |||||
ADMINISTRATIVE AGENT: | BANK OF AMERICA, N.A., | |||||
as Administrative Agent | ||||||
By: Name: |
/s/ Xxxx X. Xxxxxxx
|
|||||
Title: | Senior Vice President |
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LENDERS: | BANK OF AMERICA, N.A., | |||||
as L/C Issuer, Swing Line Lender and as a Lender | ||||||
By: Name: |
/s/ Xxxx X. Xxxxxxx
|
|||||
Title: | Senior Vice President | |||||
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK | ||||||
NEW YORK | ||||||
By: Name: |
/s/ Xxxxxx Xxxxxxxx
|
|||||
Title: | Managing Director | |||||
By: Name: |
/s/ Xxxxx Xxxxxxxxxxxx
|
|||||
Title: | Vice President | |||||
BARCLAYS BANK PLC | ||||||
By: Name: |
/s/ Xxxx Xxxxxx
|
|||||
Title: | Assistant Vice President | |||||
JPMORGAN CHASE BANK, N.A. | ||||||
By: Name: |
/s/ Xxxxx Totoonchi
|
|||||
Title: | Vice President |
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REGIONS BANK | ||||||
By: Name: |
/s/ Xxxxx Xxxxxxxx
|
|||||
Title: | Senior Vice President | |||||
UBS AG STAMFORD BRANCH | ||||||
By: Name: |
/s/ Xxxx X. Xxxx
|
|||||
Title: | Associate Director | |||||
By: Name: |
/s/ Xxxx X. Xxxxx
|
|||||
Title: | Associate Director | |||||
WACHOVIA BANK, NATIONAL ASSOCIATION | ||||||
By: Name: |
/s/ Xxxxxx X. Xxxxxxx
|
|||||
Title: | Assistant Vice President | |||||
FIFTH THIRD BANK | ||||||
By: Name: |
/s/ Xxxx Xxxxxxxxxxx
|
|||||
Title: | Vice President |
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SUNTRUST BANK | ||||||
By: Name: |
/s/ Xxxx Xxxxxxxxxx
|
|||||
Title: | Vice President | |||||
BANK OF MONTREAL | ||||||
By: Name: |
/s/ Xxxxx Xxxxxx
|
|||||
Title: | Director | |||||
BANK OF NOVA SCOTIA | ||||||
By: Name: |
/s/ Xxxxx X. Xxxxxx
|
|||||
Title: | Director | |||||
STATE BANK OF INDIA | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
COMPASS BANK | ||||||
By: Name: |
Xxxx X. Xxxx
|
|||||
Title: | Senior Vice President |
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PINNACLE NATIONAL BANK | ||||||
By: Name: |
/s/ Xxxx Xxxxxx
|
|||||
Title: | Senior Vice President | |||||
AVENUE BANK | ||||||
By: Name: |
/s/ Xxxxx X. Xxxxx
|
|||||
Title: | Senior Vice President | |||||
XXXXX XXX COMMERCIAL BANK, LTD., LOS ANGELES BRANCH | ||||||
By: | ||||||
Name: | ||||||
Title: |
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