AMENDMENT NO. 2

EX-10.1 2 g12910exv10w1.htm EX-10.1 AMENDMENT NO. 2 Ex-10.1 Amendment No. 2

EXHIBIT 10.1

AMENDMENT NO. 2

THIS AMENDMENT NO. 2, dated as of April 17, 2008 (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 $400 million revolving credit facility has been established in favor of the Borrower pursuant to the terms of that Credit Agreement dated as of January 25, 2006, as amended by Amendment No. 1 and Consent dated as of March 16, 2007 (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 consent with respect to, and modification of, certain terms of the Credit Agreement; and

WHEREAS, the Lenders have agreed to the requested consent and modification 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. Amendments to Credit Agreement. The Credit Agreement is hereby amended in the following respects:

1.1 Defined Terms.

(a) The following defined term is hereby added to Section 1.01:

“Amendment No. 2 Effectiveness Date” means the date of Amendment No. 2 to this Credit Agreement, being April 17, 2008.

(b) The following defined term is hereby amended and restated in its entirety to read as follows:

“Consolidated Leverage Ratio” means the ratio of Consolidated Total Debt to the sum of (a) Consolidated Total Capital plus (b) accumulated depreciation determined on a consolidated basis in accordance with GAAP.

1.2 Consolidated Tangible Net Worth. Subsection (f) of Section 6.16 is hereby amended and restated in its entirety to read as follows:

(f) Consolidated Tangible Net Worth. Permit Consolidated Tangible Net Worth as of the end of any fiscal quarter to be less than the sum of (i) $520 million, plus (ii) an amount equal to 85% of the net cash proceeds received from Equity Transactions occurring after the Amendment No. 2 Effectiveness Date.

1.3 Schedules to Credit Agreement. Schedule 5.07 (Material Subsidiaries and Specified Affiliates) and Schedule 5.12 (Indebtedness) to the Credit Agreement are amended to read as Schedule 5.07 and Schedule 5.12 attached hereto, respectively.

2. Conditions Precedent. This Amendment shall be effective immediately upon receipt by the Administrative Agent of each of the following:

(a) counterparts of this Amendment duly executed by the Borrower, the Administrative Agent and the Required Lenders; and

(b) an amendment fee, for the benefit of each Lender consenting to this Amendment, in an amount equal to eight basis points (0.08%) of the aggregate Commitments of each such consenting Lender and all other fees due in connection herewith, which fees shall be deemed fully earned on the Amendment No. 2 Effectiveness Date.

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

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. 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.

7. 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.

8. Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of North Carolina applicable to agreements made and to be performed entirety within such state; provided that the Administrative Agent and each Lender shall retain all rights arising under federal law.

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:	/s/ Scott W. Holmes
		Name:	Scott W. Holmes
		Title:	Executive Vice President and Chief Financial Officer