UNDERWRITING AGREEMENT MEDICAL PROPERTIES TRUST, INC. 10,000,000 shares of common stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • August 20th, 2013 • MPT Operating Partnership, L.P. • Real estate investment trusts • New York
Medical Properties Trust, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 10,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,500,000 shares of common stock, par value $0.001 per share of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
MPT OPERATING PARTNERSHIP, L.P. MPT FINANCE CORPORATIONMPT Operating Partnership, L.P. • August 20th, 2013 • Real estate investment trusts • New York
MPT Operating Partnership, L.P., a Delaware limited partnership (the “Company”), and MPT Finance Corporation, a Delaware corporation (“Finco” and, together with the Company, the “Issuers”), propose to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $150,000,000 in aggregate principal amount of its 6.375% Senior Notes due 2022 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of February 17, 2012 (as amended and supplement as of the date hereof, the “Base Indenture”), as supplemented by the Eighth Supplemental Indenture, to be dated as of August 20, 2013 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”), among the Issuers, Medical Properties Trust, Inc., a Maryland corporation (“MPT”), and the other guarantors listed on the signature pages hereto (the “Subsidiary Guarantors” and, together with MPT, the “Guaran
MPT OPERATING PARTNERSHIP, L.P. and MPT FINANCE CORPORATION, as Issuers, MEDICAL PROPERTIES TRUST, INC., as Parent and a Guarantor, the other GUARANTORS named herein, as Guarantors, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee EIGHTH...Eighth Supplemental Indenture • August 20th, 2013 • MPT Operating Partnership, L.P. • Real estate investment trusts • New York
EIGHTH SUPPLEMENTAL INDENTURE (this “Eighth Supplemental Indenture”), dated as of August 20, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership (“Opco”), MPT Finance Corporation, a Delaware corporation (“Finco” and, together with Opco, the “Issuers”), Medical Properties Trust, Inc., a Maryland corporation (the “Parent”), as a Guarantor, each of the other Guarantors (as defined in the Indenture), as Subsidiary Guarantors, and Wilmington Trust, National Association, existing under the laws of the United States of America, as Trustee (the “Trustee”).
