AMENDMENT NO. 2
to
REVOLVING CREDIT AGREEMENT
This Amendment No. 2 (the "Amendment") is made as of June 6, 2001 to that
certain Revolving Credit Agreement dated as of June 24, 1998, as amended by an
Amendment to Revolving Credit Agreement dated as of April 30, 1999 (as so
amended, the "Credit Agreement") among Universal Health Realty Income Trust, a
real estate investment trust organized under the laws of Maryland (the
"Company"), First Union National Bank, Bank of America, N.A., Fleet National
Bank and PNC Bank, National Association (individually a "Bank" and collectively
the "Banks") and First Union National Bank, as administrative agent for the
Banks (the "Agent"). Capitalized terms not defined herein shall have the
respective meanings assigned to such terms in the Credit Agreement.
Background
A. The Company is in the process of making an equity offering the
proceeds of which the Company intends to apply to amounts outstanding under the
Credit Agreement.
B. In connection with such equity offering, the Company, the Banks and
the Agent desire to amend the Credit Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises and intending to be
legally bound hereby, the parties hereto agree as follows:
1. Amendment. Section 2.3(b) of the Credit Agreement shall be amended by
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adding at the end of such subsection the following:
"Notwithstanding the foregoing, the Commitment Amount shall not be
reduced as a result of the 2001 Offering (as hereafter defined) if (i)
within 90 days after the closing of the 2001 Offering or, if earlier,
on the last day of the latest ending Interest Period applicable to any
LIBO Rate Amount or Adjusted C/D Rate Amount outstanding on May 31,
2001, the Company makes a prepayment on the Loans in an amount not
less than the amount of proceeds of the 2001 Offering (net of all
reasonable costs and expenses incurred in connection therewith), and
(ii) on the date of such prepayment the Company pays the Agent, for
the pro rata benefit of the Banks in accordance with their
Commitments, a fee equal to 10 basis points on one-half of the amount
of such net proceeds of the 2001 Offering. Such prepayment shall be
accompanied by a certificate signed by the chief financial officer of
the Company certifying the gross and net amount of the proceeds of the
2001 Offering. For the purposes hereof, "2001 Offering" shall mean the
first public equity offering closed by the Company after June 6, 2001,
but on or before July 31, 2001."
2. Representations of the Company. The Company hereby represents and
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warrants to the Banks that (i) the execution, delivery and performance
of this Amendment has been duly authorized by all necessary action on
the part of the Company, (ii) this Amendment is a legal, valid and
binding obligation of the Company enforceable against the Company in
accordance with its terms, and (iii) no Default or Event of Default
has occurred and currently exists.
3. Counterparts; Effectiveness. This Amendment may be signed in any
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number of counterparts, each of which when executed shall be deemed an
original and all of which taken together shall constitute one and the
same instrument. This Amendment shall become effective when the Agent
shall have received signed counterparts from the Company and the
Majority Banks. Delivery of a signed counterpart of a signature page
by facsimile transmission shall constitute delivery of a manually
signed counterpart, but any party transmitting a facsimile shall
confirm such transmission by mailing or otherwise delivering the
manually signed counterpart to the Agent.
4. Effect of Amendment. Except as expressly modified and amended hereby,
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all provisions, terms and conditions of the Credit Agreement shall
remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.
UNIVERSAL HEALTH REALTY INCOME TRUST
By: /s/ Xxxxxx X. Xxxxxxxx
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Title: Vice President & Treasurer
FIRST UNION NATIONAL BANK, individually and as
Agent
By:
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Title:
BANK OF AMERICA
By:
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Title:
