AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT

Exhibit 10.27

AMENDMENT NO. 1 TO AMENDED AND

RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT

This AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT, dated as of October 17, 2014 (this “Amendment No. 1”), is by and among MEDICAL PROPERTIES TRUST, INC., a Maryland corporation (“Holdings”), MPT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), the financial institutions listed on the signature pages hereof (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (the “Administrative Agent”). Reference is made to that certain Amended and Restated Revolving Credit and Term Loan Agreement, dated as of June 19, 2014 (as amended, restated, replaced, supplemented or modified from time to time, the “Credit Agreement”), by and among Holdings, the Borrower, the Lenders referenced therein and the Administrative Agent. Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement, as amended hereby.

RECITALS

WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent make certain amendments to the Credit Agreement; and

WHEREAS, the Borrower, the Lenders and the Administrative Agent are willing to make such amendments as set forth herein;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. As of the Amendment Effective Date (as defined in Section 4 hereof), the Credit Agreement is hereby amended as follows:

1.1 Amendment to Section 1.1: Definition of Alternative Currency Sublimit. The definition of “Alternative Currency Sublimit” set forth in Section 1.1 of the Credit Agreement is restated in its entirety to read as follows:

““Alternative Currency Sublimit”: an amount equal to the lesser of the Total Revolving Commitments and €500,000,000. The Alternative Currency Sublimit is part of, and not in addition to, the Revolving Commitments.”

1.2 Amendment to Section 1.1: Definition of Permitted Investments. The definition of “Permitted Investments” set forth in Section 1.1 of the Credit Agreement is amended by:

(a) restating clause (r) thereof to read as follows:

“(s) any transaction (other than any Investment specifically limited by the above clauses (a) through (r)) which constitutes an Investment to the extent permitted by Section 7.10.”

; and

(b) inserting the following new clause (r) after clause (q) thereof:

“(r) the Median Investment; and”.

1.3 Amendment to Section 1.1: Definition of Pricing Grids. The definition of “Pricing Grids” set forth in Section 1.1 of the Credit Agreement is hereby amended by adding the following proviso after the table entitled “For Term Loans:” in clause (a) of such definition:

“; provided that if either the Total Leverage Ratio or the Unsecured Leverage Ratio exceeds 65%, then the Applicable Margins for both Revolving Loans and Term Loans shall be increased by 0.50% above the Applicable Margins otherwise applicable to a Total Leverage Ratio ³ 55% in the tables set forth above.”

1.4 Amendment to Section 1.1: Definition of Swingline Commitment. The definition of “Swingline Commitment” set forth in Section 1.1 of the Credit Agreement is hereby restated in its entirety to read as follows:

““Swingline Commitment”: the obligation of the Swingline Lender to make Swingline Loans pursuant to Section 2.6 in an aggregate principal amount at any one time outstanding not to exceed $77,500,000.”

1.5 Amendment to Section 1.1: Definition of Total Asset Value. The definition of “Total Asset Value” set forth in Section 1.1 of the Credit Agreement is restated in its entirety to read as follows:

““Total Asset Value”: an amount equal to the sum, without duplication, of (i) the undepreciated cost (after taking into account any impairments) of all Real Properties that are 100% fee owned or ground-leased by the Group Members (other than Development Properties), plus (ii) the pro-rata share of the undepreciated cost (after taking into account any impairments) of all Real Properties that are less than 100% fee owned or ground-leased by the Group Members (other than Development Properties), plus (iii) unrestricted cash and Cash Equivalents of the Group Members in excess of $10,000,000; provided that, for purposes of calculating the Total Leverage Ratio, no such unrestricted cash and Cash Equivalents will be added to Total Asset Value if such unrestricted cash and Cash Equivalents have been deducted from Total Indebtedness in the Total Leverage Ratio, plus (iv) the book value of (A) notes receivable of the Group Members which are secured by mortgage Liens on real estate and which are not more than 60 days past due or otherwise in payment default after giving effect to applicable cure periods that has resulted in the commencement of the exercise of remedies (“Mortgage Notes”), (B) notes receivable of Group Members (1) under which the obligor (or the guarantor thereof) is the operator of a medical property for which a Group Member is the lessor or mortgagee, (2) which are cross-defaulted to the lease or Mortgage Note held by such Group Member, (3) which are not more than 60 days past due or otherwise in payment default after giving effect to applicable cure periods, and (4) which are not in a principal amount in excess of $15,000,000 per note and are set forth in a schedule provided to the Administrative Agent (provided that not more than $50,000,000 of Total Asset Value may be attributable to

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notes receivable described in this clause (B)), (C) notes receivable in the original principal amount of approximately $93,200,000 evidencing the acquisition loan in connection with the acquisition of Xxxxxx Health, Inc., and (D) notes receivable in the original principal amount of approximately €480,000,000 evidencing the Median Investment so long as such notes are not more than 60 days past due or otherwise in payment default after giving effect to applicable cure periods, plus (v) the book value (after taking into account any impairments) of Construction-in-Process for all Development Properties (in an amount not to exceed the greater of $200,000,000 and 7% of Total Asset Value), all as determined on a consolidated basis in accordance with GAAP.”

1.6 Amendment to Section 1.1: Definition of Unencumbered Asset Value. The definition of “Unencumbered Asset Value” set forth in Section 1.1 of the Credit Agreement is amended by:

(a) restating clause (C) of the proviso to such definition in its entirety to read as follows:

“(C) not more than 30% of Unencumbered Asset Value may be attributable to Unencumbered Properties and Mortgage Notes for which a single Person is the tenant or obligor (and where any tenant or obligor is a joint venture in which a Person holds an interest, only such Person’s pro-rata share of the Unencumbered Asset Value attributable to the Unencumbered Property or Mortgage Note owned by such joint venture shall be counted against such Person for purposes of this clause (C)), provided that not more than 40% of Unencumbered Asset Value may be attributable to Unencumbered Properties and Mortgage Notes for which (i) Prime Healthcare or (ii) Median or RHM Klinik-und Altenheimbetriebe GmbH & Co. KG, as applicable, are the tenant or obligor in any two consecutive quarters,”

; and

(b) restating clause (G) of the proviso to such definition in its entirety to read as follows:

“(G) not more than 40% of Unencumbered Asset Value, in the aggregate, may be attributable to Unencumbered Properties located in Specified Jurisdictions (provided that not more than 20% of Unencumbered Asset Value, in the aggregate, may be attributable to Unencumbered Properties located in Specified Jurisdictions other than Germany and the United Kingdom),”

1.7 Amendment to Section 1.1: New Definition of Median Investment. Section 1.1 of the Credit Agreement is amended by adding the following new definitions of “Median” and “Median Investment” immediately after the definition of “Materials of Environmental Concern”:

““Median”: Median Kliniken S. à x.x. together with its subsidiaries and participations.

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“Median Investment”: the Investment made by the Borrower or its Subsidiaries to Waterland Private Equity Fund V C.V. and/or its affiliates or investment vehicles in connection with the acquisition of a portfolio of Median healthcare facilities in an aggregate amount not to exceed EUR480,000,000.”

1.8 Amendment to Section 2.23. Section 2.23(a) of the Credit Agreement is amended by (a) deleting the amount “$250,000,000” on the sixth line thereof and substituting the amount “$400,000,000” in place thereof and (b) deleting the amount “$1,150,000,000” on the eighth line thereof and substituting the amount “$1,550,000,000” in place thereof.

1.9 Amendment to Section 3.1. Section 3.1(a) of the Credit Agreement is amended by deleting the words “agrees to” on the second line thereof and substituting the words “may in its sole discretion” in place thereof.

1.10 Amendment to Section 7.1(a). Section 7.1(a) of the Credit Agreement is restated in its entirety to read as follows:

“(a) Total Leverage Ratio. Permit the ratio of (i) (A) Total Indebtedness minus (B) as of such date of determination, unrestricted cash and Cash Equivalents of the Group Members in excess of $10,000,000 that is being held to repay that portion of Total Indebtedness that matures within twenty-four (24) months of such date of determination to (ii) Total Asset Value (the “Total Leverage Ratio”) as at the last day of any period of four consecutive fiscal quarters of the Borrower or on the date of any incurrence of Indebtedness by the Borrower or its Subsidiaries hereunder to exceed 60%; provided that such ratio may exceed 60% in order to permit the Borrower to consummate a Significant Acquisition so long as (i) such ratio does not exceed 60% as of the end of more than two (2) consecutive fiscal quarters in any fiscal year and (ii) such ratio does not exceed 65% as of such date of determination; and provided further that such ratio may exceed 60% for the fiscal quarters ending December 31, 2014, March 31, 2015 and June 30, 2015 in order to permit the Borrower to consummate the Median Investment so long as such ratio does not exceed 70% as of such date of determination.”

1.11 Amendment to Section 7.1(f). Section 7.1(f) of the Credit Agreement is restated in its entirety to read as follows:

“(f) Unsecured Leverage Ratio. Permit the ratio of (i)(A) Unsecured Indebtedness minus (B) as of such date of determination, unrestricted cash and Cash Equivalents of the Group Members in excess of $10,000,000 that is being held to repay that portion of Unsecured Indebtedness that matures within twenty-four (24) months of such date of determination to (ii) Unencumbered Asset Value (the “Unsecured Leverage Ratio”) as at the last day of any period of four consecutive fiscal quarters of the Borrower or on the date of any incurrence of Indebtedness by the Borrower or its Subsidiaries hereunder to exceed 60%; provided that such ratio may exceed 60% in order to permit the Borrower to consummate a Significant Acquisition so long as (i) such ratio does not exceed 60% as of the end of more than two (2) consecutive fiscal quarters in any fiscal year and (ii) such ratio does not exceed 65% as of such date of determination; and provided further that such ratio may exceed 60% for the fiscal quarters ending December 31, 2014, March 31, 2015 and June 30, 2015 in order to permit the Borrower to consummate the Median Investment so long as such ratio does not exceed 80% as of such date of determination.”

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1.12 Revolving Commitment. The aggregate Revolving Commitments are increased by $250,000,000 to $1,025,000,000.

1.13 Commitments. Schedule 1.1 A to the Credit Agreement is hereby deleted in its entirety and Schedule 1.1 A to this Amendment No. 1 is substituted in place thereof.

1.14 Increase of Revolving Commitments by Increasing Lenders. Each of JPMorgan Chase Bank, N.A., Bank of America, N.A., Barclays Bank pic, KeyBank National Association, Deutsche Bank AG New York Branch, Compass Bank, Credit Agricole Corporate and Investment Bank, Royal Bank of Canada, SunTrust Bank, Xxxxx Fargo Bank, National Association, Citizens Bank, National Association and Credit Suisse AG, Cayman Islands Branch (the “Increasing Lenders”) hereby agrees to increase its Revolving Commitment to the amount set forth on Schedule 1.1 A to this Amendment No. 1.

1.15 Request under Section 2.23(a) of Credit Agreement.

(a) The Administrative Agent and the Lenders party hereto hereby waive the requirement under Section 2.23(a) of the Credit Agreement that the Borrower provide written notice to the Administrative Agent of its request for New Revolving Commitments.

(b) This Amendment No. 1 is and shall be deemed to be for all purposes of the Credit Agreement a partial exercise by the Borrower of its rights under Section 2.23(a) (as amended by this Amendment No. 1) of the Credit Agreement to request an increase of the Revolving Commitments. From and after the Amendment Effective Date, the Borrower shall be able to request $400,000,000 of remaining Incremental Commitments pursuant to Section 2.23 of the Credit Agreement.

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SECTION 2. REPRESENTATIONS AND WARRANTIES OF BORROWER AND HOLDINGS

In order to induce Lenders and Administrative Agent to enter into this Amendment No. 1, Borrower and Holdings each represents and warrants to each Lender and Administrative Agent that the following statements are true, correct and complete:

(i) each of Borrower and Holdings has the power and authority, and the legal right, to make, deliver and perform its obligations under this Amendment No. 1, the Credit Agreement as amended by this Amendment No. 1 (the “Amended Agreement”) and any Notes issued pursuant to Section 4D below (the “New Notes”);

(ii) each of Borrower and Holdings has taken all necessary organizational action to authorize the execution, delivery and performance of this Amendment No. 1 and the New Notes;

(iii) no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment No. 1 and the New Notes, except consents, authorizations, filings and notices which have been obtained or made and are in full force and effect;

(iv) the execution, delivery and performance of this Amendment No. 1 and the New Notes will not violate any Requirement of Law or any Contractual Obligation of any Group Member, except for any such violation which could not reasonably be expected to have a Material Adverse Effect, and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation;

(v) this Amendment No. 1, the Amended Agreement and the New Notes have been duly executed and delivered by Borrower and Holdings and are the legal, valid and binding obligations of Borrower and Holdings, enforceable against Borrower and Holdings in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law);

(vi) the representations and warranties contained in Section 4 of the Credit Agreement are and will be true and correct in all material respects on and as of the date hereof and the Amendment Effective Date to the same extent as though made on and as of such dates, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date; and

(vii) no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment No. 1 that would constitute a Default or Event of Default.

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SECTION 3. ACKNOWLEDGEMENT AND CONSENT

Each Guarantor has read this Amendment No. 1 and consents to the terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment No. 1, the obligations of such Guarantor under each of the Loan Documents to which such Guarantor is a party shall not be impaired and each of the Loan Documents to which such Guarantor is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects.

Each of Holdings, Borrower and the Subsidiary Guarantors hereby acknowledges and agrees that the Guarantor Obligations under, and as defined in, the Guarantee Agreement, dated as of June 19, 2014, by and among Holdings, the Subsidiary Guarantors and the Administrative Agent, as supplemented (the “Guarantee Agreement”) will include all Obligations under, and as defined in, the Credit Agreement (as amended hereby).

Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment No. 1, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment No. 1 and (ii) nothing in the Credit Agreement, this Amendment No. 1 or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

SECTION 4. CONDITIONS TO EFFECTIVENESS

Except as set forth below, Section 1 of this Amendment No. 1 shall become effective only upon the satisfaction of the following conditions precedent (the date of satisfaction of such conditions being referred to as the “Amendment Effective Date”):

A. The Borrower, Holdings, the other Guarantors, the Administrative Agent and the Required Lenders shall have indicated their consent hereto by the execution and delivery of the signature pages hereof to the Administrative Agent.

B. The Administrative Agent shall have received a secretary’s certificate of Holdings and the Borrower (i) either confirming that there have been no changes to its organizational documents since April 26, 2011, or if there have been changes to Holdings’ or the Borrower’s organizational documents since such date, certifying as to such changes, and (ii) certifying as to resolutions and incumbency of officers with respect to this Amendment No. 1 and the transactions contemplated hereby.

C. The Lenders and the Administrative Agent shall have received all reasonable out-of-pocket costs and expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel for which the Borrower agrees it is responsible pursuant to Section 10.5 of the Credit Agreement), incurred in connection with this Amendment No. 1.

D. Execution and delivery to the Administrative Agent by the Borrower of amended and restated Notes in favor of the Increasing Lenders in the aggregate total incremental amount of $250,000,000.

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E. Delivery to the Administrative Agent by Xxxxxxx Procter LLP, as counsel to the Borrower, of an opinion addressed to the Lenders and the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent.

F. Payment by the Borrower of any agreed upon compensation to the Lenders and the Joint Lead Arrangers as provided in Section 2.23 of the Credit Agreement or as separately agreed in connection with this Amendment No. 1 and the increase of the Revolving Commitments of the Increasing Lenders and any resulting reallocation of the Revolving Loans.

G. The conditions set forth in Section 5.2 of the Credit Agreement shall have been satisfied and the Administrative Agent shall have received a certificate dated the Amendment Effective Date and executed by a Responsible Officer of the Borrower that such conditions have been satisfied and that the Borrower shall be in pro forma compliance with the covenants set forth in Section 7.1 of the Credit Agreement after giving effect to this Amendment No. 1, the incremental Revolving Commitments, the Loans to be made thereunder and the application of the proceeds therefrom as if made and applied on such date.

SECTION 5. MISCELLANEOUS

A. Reference to and Effect on the Credit Agreement and the Other Loan Documents.

(i) On and after the effective date of this Amendment No. 1, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof, “herein” or words of like import referring to the Credit Agreement and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.

(ii) Except as specifically amended by this Amendment No. 1, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(iii) The execution, delivery and performance of this Amendment No. 1 shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any of the other Loan Documents.

B. Headings. Section and subsection headings in this Amendment No. 1 are included herein for convenience of reference only and shall not constitute a part of this Amendment No. 1 for any other purpose or be given any substantive effect.

C. Applicable Law. THIS AMENDMENT NO. 1 AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

D. Counterparts; Effectiveness. This Amendment No. 1 may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which

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when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Amendment No. 1 (other than the provisions of Section 1 hereof, the effectiveness of which is governed by Section 4 hereof) shall become effective upon the execution of a counterpart hereof by Holdings, Borrower and the Required Lenders and receipt by Borrower and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

HOLDINGS:		MEDICAL PROPERTIES TRUST, INC.
		By:		/s/ R. Xxxxxx Xxxxxx
				Name:		R. Xxxxxx Xxxxxx
				Title:		Executive Vice President and Chief Financial Officer
BORROWER:		MPT OPERATING PARTNERSHIP, L.P.
		By:		/s/ R. Xxxxxx Xxxxxx
				Name:		R. Xxxxxx Xxxxxx
				Title:		Executive Vice President and Chief Financial Officer

[Signature Page – Amendment No. 1]

SUBSIDIARY GUARANTORS

(FOR PURPOSES OF SECTION 3):

MEDICAL PROPERTIES TRUST, LLC
By:		MEDICAL PROPERTIES TRUST, INC., ITS SOLE MEMBER
By:		/s/ R. Xxxxxx Xxxxxx
		Name:		R. Xxxxxx Xxxxxx
		Title:		Executive Vice President and Chief
				Financial Officer

[Signature Page – Amendment No. 1]

MPT OF VICTORVILLE, LLC

MPT OF BLOOMINGTON, LLC

MPT OF XXXXXXXXX, LLC

MPT OF XXXXXXX, LLC

MPT OF CHINO, LLC

MPT OF DALLAS LTACH, LLC

MPT OF PORTLAND, LLC

MPT OF VICTORIA, LLC

MPT OF LULING, LLC

MPT OF WEST ANAHEIM, LLC

MPT OF LA PALMA, LLC

MPT OF PARADISE VALLEY, LLC

MPT OF SOUTHERN CALIFORNIA, LLC

MPT OF TWELVE OAKS, LLC

MPT OF SHASTA, LLC

MPT OF BOSSIER CITY, LLC

MPT OF WEST VALLEY CITY, LLC

MPT OF IDAHO FALLS, LLC

MPT OF POPLAR BLUFF, LLC

MPT OF BENNETTSVILLE, LLC

MPT OF DETROIT, LLC

MPT OF BRISTOL, LLC

MPT OF NEWINGTON, LLC

MPT OF ENFIELD, LLC

MPT OF PETERSBURG, LLC

MPT OF GARDEN GROVE HOSPITAL, LLC

MPT OF GARDEN GROVE MOB, LLC

MPT OF SAN DIMAS HOSPITAL, LLC

MPT OF SAN DIMAS MOB, LLC

MPT OF CHERAW, LLC

MPT OF FT. LAUDERDALE, LLC

MPT OF PROVIDENCE, LLC

MPT OF SPRINGFIELD, LLC

MPT OF WARWICK, LLC

MPT OF XXXXXXXXXX, LLC

MPT OF ROUND ROCK, LLC

MPT OF SHENANDOAH, LLC

MPT OF HILLSBORO, LLC

MPT OF XXXXXXXX, LLC

MPT OF CLEAR LAKE, LLC

MPT OF TOMBALL, LLC

MPT OF XXXXXXX, LLC

MPT OF CORINTH, LLC

MPT OF BAYONNE, LLC

MPT OF XXXXXXXX, LLC

MPT OF DESOTO, LLC

MPT OF XXXXXXX, LLC

MPT OF HOBOKEN HOSPITAL, LLC

MPT OF HOBOKEN REAL ESTATE, LLC

[Signature Page – Amendment No. 1]

MPT OF OVERLOOK PARKWAY, LLC

MPT OF NEW BRAUNFELS, LLC

MPT OF XXXXXXXX HILLS, LLC

MPT OF WICHITA, LLC

MPT OF XXXXXXXX, LLC

MPT OF BOISE, LLC

MPT OF BROWNSVILLE, LLC

MPT OF CASPER, LLC

MPT OF COMAL COUNTY, LLC

MPT OF GREENWOOD, LLC

MPT OF JOHNSTOWN, LLC

MPT OF LAREDO, LLC

MPT OF LAS CRUCES, LLC

MPT OF MESQUITE, LLC

MPT OF POST FALLS, LLC

MPT OF PRESCOTT VALLEY, LLC

MPT OF PROVO, LLC

MPT OF NORTH CYPRESS, LLC

MPT OF LAFAYETTE, LLC

MPT OF INGLEWOOD LLC

MPT OF RENO, LLC

MPT OF ROXBOROUGH, LLC

MPT OF ALTOONA, LLC

MPT OF XXXXXXX, LLC

MPT OF SPARTANBURG, LLC

MPT OF WYANDOTTE COUNTY, LLC

MPT OF LEAVENWORTH, LLC

MPT OF CORPUS CHRISTI, LLC

MPT OF XXXXXX FCER, LLC

MPT OF LITTLE ELM FCER, LLC

MPT OF XXXXX, LLC

MPT OF NACOGDOCHES FCER, LLC

MPT OF MESA, LLC

MPT OF PORT XXXXXX, LLC

MPT OF WEST MONROE, LLC

MPT OF DALLAS, LLC

MPT OF LEGACY MONTCLAIR, LLC

MPT OF XXXXX FCER, LLC

MPT OF FIRESTONE FCER, LLC

MPT OF XXXXXXX-XXXXXXXX FCER, LLC

MPT OF CEDAR HILL FCER, LLC

MPT OF XXXXX FCER, LLC

MPT OF FRISCO FCER, LLC

MPT OF BROOMFIELD FCER, LLC

MPT OF CHAMPION FOREST FCER, LLC

MPT OF NORTH GATE FCER, LLC

MPT OF XXXXXXXX FCER, LLC

MPT OF FOUNTAIN FCER, LLC

MPT OF MISSOURI CITY FCER, LLC

[Signature Page – Amendment No. 1]

MPT OF PEARLAND FCER, LLC

MPT OF MISSOURI CITY - DULLES FCER, LLC

MPT OF PEARLAND FCER, LLC

MPT OF MISSOURI CITY - DULLES FCER, LLC

MPT OF COMMERCE CITY FCER, LLC

MPT OF FORT WORTH FCER, LLC

MPT OF SUMMERWOOD FCER, LLC

MPT OF FAIRMOUNT - ALECTO, LLC

MPT OF XXXXXX - MEDICAL WEST, LLC

By:		MPT OPERATING PARTNERSHIP, L.P.,
		sole member of each of the above entities
		By:		MEDICAL PROPERTIES TRUST, LLC,
				its general partner
				By:		MEDICAL PROPERTIES TRUST, INC.,
						its sole member
						By:		/s/ R. Xxxxxx Xxxxxx
								Name:		R. Xxxxxx Xxxxxx
								Title:		Executive Vice President and Chief Financial Officer
MPT OF DALLAS LTACH, L.P.
By:		MPT OF DALLAS LTACH, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P., its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC,
						its general partner
						By:		MEDICAL PROPERTIES TRUST, INC.,
								its sole member

[Signature Page – Amendment No. 1]

MPT OF VICTORIA, L.P.
By:		MPT OF VICTORIA, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P.,
				its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC, its general partner
						By:		MEDICAL PROPERTIES TRUST, INC., its sole member
MPT OF LULING, L.P.
By:		MPT OF LULING, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P.,
				its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC,
						its general partner
						By:		MEDICAL PROPERTIES TRUST, INC.,
								its sole member
MPT OF WEST ANAHEIM, L.P.
By:		MPT OF WEST ANAHEIM, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P.,
				its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC, its general partner
						By:		MEDICAL PROPERTIES TRUST, INC., its sole member

[Signature Page – Amendment No. 1]

MPT OF XX XXXXX, X.X.
By:		MPT OF LA PALMA, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P.,
				its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC,
						its general partner
						By:		MEDICAL PROPERTIES TRUST, INC.,
								its sole member
MPT OF PARADISE VALLEY, L.P.
By:		MPT OF PARADISE VALLEY, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P.,
				its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC,
						its general partner
						By:		MEDICAL PROPERTIES TRUST, INC.,
								its sole member
MPT OF SOUTHERN CALIFORNIA, L.P.
By:		MPT OF SOUTHERN CALIFORNIA, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P.,
				its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC,
						its general partner
						By:		MEDICAL PROPERTIES TRUST, INC.,
								its sole member

[Signature Page – Amendment No. 1]

MPT OF TWELVE OAKS, L.P.
By:		MPT OF TWELVE OAKS, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P.,
				its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC,
						its general partner
						By:		MEDICAL PROPERTIES TRUST, INC.,
								its sole member
MPT OF SHASTA, L.P.
By:		MPT OF SHASTA, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P.,
				its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC,
						its general partner
						By:		MEDICAL PROPERTIES TRUST, INC.,
								its sole member
MPT OF GARDEN GROVE HOSPITAL, L.P.
By:		MPT OF GARDEN GROVE HOSPITAL, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P.,
				its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC,
						its general partner
						By:		MEDICAL PROPERTIES TRUST, INC., its sole member

[Signature Page – Amendment No. 1]

MPT OF GARDEN GROVE MOB, L.P.
By:		MPT OF GARDEN GROVE MOB, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P., its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC,
						its general partner
						By:		MEDICAL PROPERTIES TRUST, INC., its sole member
MPT OF SAN DIMAS HOSPITAL, L.P.
By:		MPT OF SAN DIMAS HOSPITAL, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P.,
				its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC,
						its general partner
						By:		MEDICAL PROPERTIES TRUST, INC., its sole member
MPT OF SAN DIMAS MOB, L.P.
By:		MPT OF SAN DIMAS MOB, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P., its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC,
						its general partner
						By:		MEDICAL PROPERTIES TRUST, INC., its sole member

[Signature Page – Amendment No. 1]

MPT OF XXXXXXXXXX, X.X.
By:		MPT OF XXXXXXXXXX, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P., its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC, its general partner
						By:		MEDICAL PROPERTIES TRUST, INC., its sole member
MPT OF ROUND ROCK, L.P.
By:		MPT OF ROUND ROCK, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P.,
				its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC,
						its general partner
						By:		MEDICAL PROPERTIES TRUST, INC., its sole member
MPT OF SHENANDOAH, L.P.
By:		MPT OF SHENANDOAH, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P.,
				its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC,
						its general partner
						By:		MEDICAL PROPERTIES TRUST, INC., its sole member

[Signature Page – Amendment No. 1]

MPT OF HILLSBORO, L.P.
By:		MPT OF HILLSBORO, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P., its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC, its general partner
						By:		MEDICAL PROPERTIES TRUST, INC., its sole member
MPT OF CLEAR LAKE, L.P.
By:		MPT OF CLEAR LAKE, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P., its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC, its general partner
						By:		MEDICAL PROPERTIES TRUST, INC., its sole member
MPT OF TOMBALL, L.P.
By:		MPT OF TOMBALL, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P., its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC, its general partner
						By:		MEDICAL PROPERTIES TRUST, INC., its sole member

[Signature Page – Amendment No. 1]

MPT OF CORINTH, L.P.
By:		MPT OF CORINTH, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P., its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC, its general partner
						By:		MEDICAL PROPERTIES TRUST, INC., its sole member
MPT OF XXXXXXXX, X.X.
By:		MPT OF XXXXXXXX, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P., its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC, its general partner
						By:		MEDICAL PROPERTIES TRUST, INC., its sole member
MPT OF DESOTO, L.P.
By:		MPT OF DESOTO, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P., its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC, its general partner
						By:		MEDICAL PROPERTIES TRUST, INC., its sole member

[Signature Page – Amendment No. 1]

MPT OF MOUNTAIN VIEW LLC
By:		MPT OF IDAHO FALLS, LLC, its sole member
		By:		MPT OPERATING PARTNERSHIP, L.P., its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC, its general partner
						By:		MEDICAL PROPERTIES TRUST, INC., its sole member
WICHITA HEALTH ASSOCIATES LIMITED PARTNERSHIP
By:		MPT OF WICHITA, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P., its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC, its general partner
						By:		MEDICAL PROPERTIES TRUST, INC., its sole member
MPT OF NORTH CYPRESS, L.P.
By:		MPT OF NORTH CYPRESS, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P., its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC, its general partner
						By:		MEDICAL PROPERTIES TRUST, INC., its sole member

[Signature Page – Amendment No. 1]

MPT OF INGLEWOOD, L.P.
By:		MPT OF INGLEWOOD, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P.,
				its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC,
						its general partner
						By:		MEDICAL PROPERTIES TRUST, INC., its sole member
MPT OF ROXBOROUGH, L.P.
By:		MPT OF ROXBOROUGH, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P.,
				its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC, its general partner
						By:		MEDICAL PROPERTIES TRUST, INC., its sole member
MPT OF LOS ANGELES, L.P.
By:		MPT OF LOS ANGELES, LLC, its general partner
		By:		MPT OPERATING PARTNERSHIP, L.P., its sole member
				By:		MEDICAL PROPERTIES TRUST, LLC, its general partner
						By:		MEDICAL PROPERTIES TRUST, INC., its sole member
MEDICAL PROPERTIES TRUST, LLC
By:		MEDICAL PROPERTIES TRUST, INC., its sole member
		By:		/s/ R. Xxxxxx Xxxxxx
				Name:		R. Xxxxxx Xxxxxx
				Title:		Executive Vice President and
						Chief Financial Officer

[Signature Page – Amendment No. 1]

/s/ Xxxxxx X. XxXxxxxxxx						/s/ Xxxxx Xxxxx Xxxxx
MPT RHM Holdco S.à.x.x.						MPT RHM Holdco S.à.x.x.
By:		Xxxxxx X. XxXxxxxxxx				By:		Xxxxx Xxxxx Xxxxx
Title:		Authorized Signatory				Title:		Authorized Signatory
/s/ Xxxxxx X. XxXxxxxxxx						/s/ Xxxxx Xxxxx Xxxxx
MPT RHM Sonnenwende S.à.x.x.						MPT RHM Sonnenwende S.à.x.x.
By:		Xxxxxx X. XxXxxxxxxx				By:		Xxxxx Xxxxx Xxxxx
Title:		Authorized Signatory				Title:		Authorized Signatory
/s/ Xxxxxx X. XxXxxxxxxx						/s/ Xxxxx Xxxxx Xxxxx
MPT RHM Xxxxx X.à.x.x.						MPT RHM Xxxxx X.à.x.x.
By:		Xxxxxx X. XxXxxxxxxx				By:		Xxxxx Xxxxx Xxxxx
Title:		Authorized Signatory				Title:		Authorized Signatory
/s/ Xxxxxx X. XxXxxxxxxx						/s/ Xxxxx Xxxxx Xxxxx
MPT RHM Vesalius S.à.x.x.						MPT RHM Vesalius S.à.x.x.
By:		Xxxxxx X. XxXxxxxxxx				By:		Xxxxx Xxxxx Xxxxx
Title:		Authorized Signatory				Title:		Authorized Signatory
/s/ Xxxxxx X. XxXxxxxxxx						/s/ Xxxxx Xxxxx Xxxxx
MPT RHM Park S.à.x.x.						MPT RHM Park S.à.x.x.
By:		Xxxxxx X. XxXxxxxxxx				By:		Xxxxx Xxxxx Xxxxx
Title:		Authorized Signatory				Title:		Authorized Signatory
/s/ Xxxxxx X. XxXxxxxxxx						/s/ Xxxxx Xxxxx Xxxxx
MPT RHM Fontana S.à.x.x.						MPT RHM Fontana S.à.x.x.
By:		Xxxxxx X. XxXxxxxxxx				By:		Xxxxx Xxxxx Xxxxx
Title:		Authorized Signatory				Title:		Authorized Signatory
/s/ Xxxxxx X. XxXxxxxxxx						/s/ Xxxxx Xxxxx Xxxxx
MPT RHM Hillersbach S.à.x.x.						MPT RHM Hillersbach S.à.x.x.
By:		Xxxxxx X. XxXxxxxxxx				By:		Xxxxx Xxxxx Xxxxx
Title:		Authorized Signatory				Title:		Authorized Signatory
/s/ Xxxxxx X. XxXxxxxxxx						/s/ Xxxxx Xxxxx Xxxxx
MPT RHM Xxxxxxxxxx X.à.x.x.						MPT RHM Xxxxxxxxxx X.à.x.x.
By:		Xxxxxx X. XxXxxxxxxx				By:		Xxxxx Xxxxx Xxxxx
Title:		Authorized Signatory				Title:		Authorized Signatory
/s/ Xxxxxx X. XxXxxxxxxx						/s/ Xxxxx Xxxxx Xxxxx
MPT UK Holdco S.à.x.x.						MPT UK Holdco S.à.x.x.
By:		Xxxxxx X. XxXxxxxxxx				By:		Xxxxx Xxxxx Xxxxx
Title:		Authorized Signatory				Title:		Authorized Signatory

[Signature Page – Amendment No. 1]

/s/ Xxxxxx X. XxXxxxxxxx						/s/ Xxxxx Xxxxx Xxxxx
MPT Bath S.à.x.x.						MPT Bath S.à.x.x.
By:		Xxxxxx X. XxXxxxxxxx				By:		Xxxxx Xxxxx Xxxxx
Title:		Authorized Signatory				Title:		Authorized Signatory
/s/ Xxxxxx X. XxXxxxxxxx						/s/ Xxxxx Xxxxx Xxxxx
MPT RHM Hohenlohe S.à.x.x.						MPT RHM Hohenlohe S.à.x.x.
By:		Xxxxxx X. XxXxxxxxxx				By:		Xxxxx Xxxxx Xxxxx
Title:		Authorized Signatory				Title:		Authorized Signatory
/s/ Xxxxxx X. XxXxxxxxxx						/s/ Xxxxx Xxxxx Xxxxx
MPT RHM Buchberg S.à.x.x.						MPT RHM Buchberg S.à.x.x.
By:		Xxxxxx X. XxXxxxxxxx				By:		Xxxxx Xxxxx Xxxxx
Title:		Authorized Signatory				Title:		Authorized Signatory
/s/ Xxxxxx X. XxXxxxxxxx						/s/ Xxxxx Xxxxx Xxxxx
MPT RHM Xxxxxxxx Xxxx S.à.x.x.						MPT RHM Xxxxxxxx Xxxx S.à.x.x.
By:		Xxxxxx X. XxXxxxxxxx				By:		Xxxxx Xxxxx Xxxxx
Title:		Authorized Signatory				Title:		Authorized Signatory

[Signature Page – Amendment No. 1]

LENDERS:

JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender
By:		/s/ Xxxxxxx X. Xxx
Name:		Xxxxxxx X. Xxx
Title:		Executive Director

[Signature Page – Amendment No. 1]

BANK OF AMERICA, N.A., as a Lender
By:		/s/ Sunal Gupta
Name:		Sunal Gupta
Title:		Vice President

[Signature Page – Amendment No. 1]

BARCLAYS BANK PLC, as a Lender
By:		/s/ Xxxxxx Xxxxx
Name:		Xxxxxx Xxxxx
Title:		Vice President

[Signature Page – Amendment No. 1]

KEYBANK NATIONAL ASSOCIATION, as a Lender
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Vice President

[Signature Page – Amendment No. 1]

DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
By:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
Title:		Vice President
By:		/s/ Xxxx X. Xxxxxxxx
Name:		Xxxx X. Xxxxxxxx
Title:		Vice President

[Signature Page – Amendment No. 1]

COMPASS BANK, as a Lender
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Senior Vice President

[Signature Page – Amendment No. 1]

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
By:		/s/ Xxx Xxxxx
Name:		Xxx Xxxxx
Title:		Managing Director
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Managing Director

[Signature Page – Amendment No. 1]

ROYAL BANK OF CANADA, as a Lender
By:		/s/ Xxxxx Xxxxx
Name:		Xxxxx Xxxxx
Title:		Authorized Signatory

[Signature Page – Amendment No. 1]

SUNTRUST BANK, as a Lender
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Vice President

[Signature Page – Amendment No. 1]

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:		/s/ Xxx Xxxxxxxxxx
Name:		Xxx Xxxxxxxxxx
Title:		Assistant Vice President

[Signature Page – Amendment No. 1]

CITIZENS BANK, NATIONAL ASSOCIATION, as a Lender
By:		/s/ Xxxxx X. Xxxxxxxxxxx
Name:		Xxxxx X. Xxxxxxxxxxx
Title:		Senior Vice President

[Signature Page – Amendment No. 1]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Authorized Signatory
By:		/s/ D. Xxxxxx Xxxxxxx
Name:		D. Xxxxxx Xxxxxxx
Title:		Authorized Signatory

[Signature Page – Amendment No. 1]

CADENCE BANK, N.A., as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxx
Title:		Executive Vice President

[Signature Page – Amendment No. 1]

FIRST TENNESSEE BANK, NATIONAL ASSOCIATION, as a Lender
By:		/s/ Xxxxx Wind
Name:		Xxxxx Wind
Title:		SVP

[Signature Page – Amendment No. 1]

Schedule 1.1 A

Commitments

Lender		Revolving Commitment
JPMorgan Chase Bank, N.A.		$	94,000,000
Bank of America, N.A.		$	94,000,000
Barclays Bank PLC		$	94,000,000
KeyBank National Association		$	94,000,000
Deutsche Bank AG New York Branch		$	85,000,000
Compass Bank		$	76,000,000
Credit Agricole Corporate and Investment Bank		$	76,000,000
Royal Bank of Canada		$	76,000,000
SunTrust Bank		$	76,000,000
Xxxxx Fargo Bank, National Association		$	76,000,000
Citizens Bank, National Association		$	62,000,000
Credit Suisse AG, Cayman Islands Branch		$	59,000,000
Regions Bank		$	39,000,000
Cadence Bank, N.A.		$	12,000,000
First Tennessee Bank National Association		$	12,000,000
		$	1,025,000,000

Lender		Term Commitment
JPMorgan Chase Bank, N.A.		$	11,000,000
Bank of America, N.A.		$	11,000,000
Barclays Bank PLC		$	11,000,000
KeyBank National Association		$	11,000,000
Compass Bank		$	9,000,000
Credit Agricole Corporate and Investment Bank		$	9,000,000
Royal Bank of Canada		$	9,000,000
SunTrust Bank		$	9,000,000
Xxxxx Fargo Bank, National Association		$	9,000,000
Citizens Bank, National Association		$	8,000,000
Credit Suisse AG, Cayman Islands Branch		$	6,000,000
Regions Bank		$	6,000,000
Cadence Bank, N.A.		$	13,000,000
First Tennessee Bank National Association		$	3,000,000
		$	125,000,000