EXHIBIT 10.18
AMENDMENT NO. 1
THIS AMENDMENT NO. 1 dated as of August 13, 2002 (this "Amendment") to
the Credit Agreement referenced below, is by and among HEALTHCARE REALTY TRUST
INCORPORATED, a Maryland corporation (the "Borrower"), the Banks and BANK OF
AMERICA, N.A., as administrative agent (in such capacity, the "Agent").
Capitalized terms used but not otherwise defined shall have the meanings
provided in the Credit Agreement.
W I T N E S S E T H
WHEREAS, a revolving credit facility was established in favor of the
Borrower pursuant to the terms of that certain Credit Agreement dated as of July
2, 2001 (as amended and modified, the "Credit Agreement") among the Borrower,
the financial institutions identified therein (the "Banks"), the Agent and
Wachovia Bank, National Association (formerly First Union National Bank) and UBS
AG, Stamford Branch, as syndication agents;
WHEREAS, the Borrower has requested certain modifications to the Credit
Agreement;
WHEREAS, the Majority Banks have agreed to the requested modification
on the terms and conditions set forth herein;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1 Amendments to the Credit Agreement.
1.1 Consolidated Coverage Ratio. The following proviso is added at
the end of the definition of "Consolidated Coverage Ratio" in Section 1.01 of
the Credit Agreement to read as follows:
(provided that the redemption by the Borrower of its 8-7/8% Series A
Cumulative Preferred Stock in an aggregate amount not to exceed $76
million shall be excluded for purposes of calculating the Consolidated
Coverage Ratio).
1.2 Repurchase or Redemption of Capital Stock. A second proviso is
added at the end of subsection 5.16(a) of the Credit Agreement to read as
follows:
and provided further that, so long as no Default or Event of Default
exists or would otherwise be caused thereby, the Borrower may (i)
redeem its 8-7/8% Series A Cumulative Preferred Stock in an aggregate
amount not to exceed $76 million, and (ii) repurchase, from time to
time, its common stock in an aggregate amount not to exceed $25
million.
SECTION 2 Conditions Precedent. This Amendment shall become
immediately effective upon execution hereof by the Majority Banks and the
Borrower.
SECTION 3 Miscellaneous.
3.1 Except as modified hereby, all of the terms and provisions of
the Credit Agreement (including schedules and exhibits) shall remain in full
force and effect.
3.2 The Borrower agrees to pay all reasonable costs and expenses
of the Agent in connection with the preparation, execution and delivery of this
Amendment, including the reasonable fees and expenses of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇,
PLLC.
3.3 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.
3.4 This Amendment shall be governed by and construed in
accordance with the laws of the State of North Carolina.
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IN WITNESS WHEREOF, each of the undersigned parties has caused this
Amendment to be executed as of the day and year first above written.
BORROWER: HEALTHCARE REALTY TRUST INCORPORATED,
a Maryland corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President and Chief Executive Officer
AGENT: BANK OF AMERICA, NA.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Principal
BANKS: BANK OF AMERICA, NA.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Principal
WACHOVIA BANK, NATIONAL ASSOCIATION
(formerly First Union National Bank)
By: /s/ ▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇
Title: Director
UBS AG, STAMFORD BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇. Saint /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. Saint ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Associate Director Associate Director
FIRST TENNESSEE BANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
AMSOUTH BANK
By: /s/ ▇.▇. ▇▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇▇
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
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