EX-101 INSTANCE DOCUMENT

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.

     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 Moore & Van Allen, 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/ Scott W. Holmes   Scott W. Holmes
		Title:		Executive Vice President and Chief Financial Officer
ADMINISTRATIVE AGENT:		BANK OF AMERICA, N.A.,
		as Administrative Agent
		By: Name:		/s/ Amie L. Edwards   Amie L. Edwards
		Title:		Senior Vice President

LENDERS:		BANK OF AMERICA, N.A.,
		as L/C Issuer, Swing Line Lender and as a Lender
		By: Name:		/s/ Amie L. Edwards   Amie L. Edwards
		Title:		Senior Vice President
		CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
		NEW YORK
		By: Name:		/s/ Thomas Randolph   Thomas Randolph
		Title:		Managing Director
		By: Name:		/s/ David Christiansen   David Christiansen
		Title:		Vice President
		BARCLAYS BANK PLC
		By: Name:		/s/ Noam Azachi   Noam Azachi
		Title:		Assistant Vice President
		JPMORGAN CHASE BANK, N.A.
		By: Name:		/s/ Ralph Totoonchi   Ralph Totoonchi
		Title:		Vice President

		REGIONS BANK
		By: Name:		/s/ Craig Gardella   Craig Gardella
		Title:		Senior Vice President
		UBS AG STAMFORD BRANCH
		By: Name:		/s/ Irja R. Otsa   Irja R. Otsa
		Title:		Associate Director
		By: Name:		/s/ Mary E. Evans   Mary E. Evans
		Title:		Associate Director
		WACHOVIA BANK, NATIONAL ASSOCIATION
		By: Name:		/s/ Andrew W. Hussion   Andrew W. Hussion
		Title:		Assistant Vice President
		FIFTH THIRD BANK
		By: Name:		/s/ John Stringfield   John Stringfield
		Title:		Vice President

		SUNTRUST BANK
		By: Name:		/s/ John Cappellari   John Cappellari
		Title:		Vice President
		BANK OF MONTREAL
		By: Name:		/s/ Aaron Lanski   Aaron Lanski
		Title:		Director
		BANK OF NOVA SCOTIA
		By: Name:		/s/ Karen L. Anillo   Karen L. Anillo
		Title:		Director
		STATE BANK OF INDIA
		By:
		Name:
		Title:
		COMPASS BANK
		By: Name:		Eric J. Paul   Eric J. Paul
		Title:		Senior Vice President

		PINNACLE NATIONAL BANK
		By: Name:		/s/ Todd Carter   Todd Carter
		Title:		Senior Vice President
		AVENUE BANK
		By: Name:		/s/ Carol S. Titus   Carol S. Titus
		Title:		Senior Vice President
		CHANG HWA COMMERCIAL BANK, LTD., LOS ANGELES BRANCH
		By:
		Name:
		Title: