FIRST AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
Exhibit 10.1
FIRST AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
This FIRST AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT, dated as of March 13, 2008
(this “Amendment”), 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 Revolving Credit and Term Loan Agreement, dated as of November 30, 2007 (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 and the Lenders desire to amend the Credit Agreement to:
(i) permit the Borrower to enter into a bridge loan facility in an aggregate principal amount
of up to $300.0 million minus the aggregate principal amount of the additional exchangeable senior
notes described in clause (ii) below, the proceeds of which will be used to fund, in part, the
acquisition (the “Acquisition”) by Borrower of a portfolio of properties from HCP Inc., FAEC
Holdings (BC), LLC, HCPI Trust, HCP Das Petersburg VA, LP and Texas HCP Holding, L.P. and to pay
fees, commissions and expenses in connection with the Acquisition;
(ii) permit Borrower to issue additional exchangeable senior notes in an aggregate principal
amount of up to $143.75 million, the proceeds of which will be used to fund, in part, the
Acquisition and to pay fees, commissions and expenses in connection with the Acquisition; and
(iii) make certain other modifications as set forth below.
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
1.1 Amendments to Section 1.1: Defined Terms.
A. Section 1.1 of the Credit Agreement is hereby amended by adding thereto the following
definitions, which shall be inserted in proper alphabetical order:
“2008 Exchangeable Senior Note Indenture”: an Indenture which may be entered into by
the Borrower and Holdings in connection with the issuance of the 2008 Exchangeable Senior
Notes in the principal amount of up to $172.5 million and the issuance of any additional
senior exchangeable notes issued thereunder in an amount equal to the then
outstanding principal amount of the Bridge Loans, the terms of which shall be as set forth
on Exhibit B to the First Amendment and shall otherwise be substantially the same as the
Senior Exchangeable Note Indenture, in each case with such changes as would be permitted for
an amendment to the 2008 Senior Exchangeable Note Indenture pursuant to Section 7.9 hereof,
together with all instruments and other agreements entered into by Borrower or Holdings in
connection therewith.
“2008 Exchangeable Senior Notes”: the exchangeable senior notes issued by Borrower
pursuant to the 2008 Exchangeable Senior Note Indenture.
“Acquisition”: the acquisition by Borrower of a portfolio of properties pursuant to
the Purchase Agreement.
“Bridge Loan Credit Agreement”: a Bridge Loan Credit Agreement, if entered into,
providing for a bridge loan facility of up to $300.0 million minus the aggregate principal
amount of the 2008 Exchangeable Senior Notes, the proceeds of which are used to fund, in
part, the Acquisition and to pay fees, commissions and expenses in connection therewith,
with a maturity of 9 months to 364 days from funding, secured by the same Collateral
securing the Loans under this Agreement, subject to the Intercreditor Agreement, having the
other terms as set forth on Exhibit C to the First Amendment and otherwise on terms
acceptable to the Borrower.
“Bridge Loan Documents”: the “Loan Documents” referred to in the Bridge Loan Credit
Agreement.
“Bridge Loan Lenders”: the Persons referred to as “Lenders” in the Bridge Loan
Credit Agreement.
“Bridge Loans”: the loans made by the Bridge Loan Lenders pursuant to the Bridge
Loan Credit Agreement.
“Consolidated Tangible Net Worth”: means the book value, without giving effect to
depreciation of all assets or amortization of SFAS 141 Intangibles of Holdings and its
consolidated Subsidiaries at such time; less (a) the amount, if any, of Holdings’ investment
in any unconsolidated subsidiary, joint venture or other similar entity, and (b) all amounts
appearing on the assets side of its consolidated balance sheet representing intangible
assets under GAAP (other than SFAS 141 Intangibles).
“First Amendment”: that certain First Amendment to this Agreement, dated as of
March 13, 2008.
“First Amendment Effective Date”: the date the conditions to the effectiveness of
the First Amendment, set forth in Section 4 thereof, are satisfied.
“Intercreditor Agreement”: an Intercreditor Agreement, substantially in the form of
Exhibit F (with such modifications thereto as may be agreed by the parties thereto), among
the Administrative Agent, UBS Loan Finance LLC, as administrative agent under the Bridge
Loan Documents.
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“Purchase Agreement”: the Purchase and Sale Agreement and Escrow Instructions made
effective as of March 13, 2008, among Borrower and HCP Inc., FAEC Holdings (BC), LLC, HCPI
Trust, HCP Das Petersburg VA, LP and Texas HCP Holding, L.P., as amended or waived from time
to time so long as such amendment or waiver is not adverse to the Lenders, unless consented
to by the Administrative Agent (such consent not to be unreasonably withheld).
“Vibra Acquisition”: the acquisition by Borrower or any of its Subsidiaries of two
inpatient rehab hospitals known as Continental Rehab Hospital of San Diego and Xxxxxx X.
Xxxxxxx Rehabilitation Hospital and one long-term acute care hospital known as Kindred
Hospital Detroit from Vibra Healthcare, L.L.C. for an aggregate purchase price of
approximately $55.0 million.
“Vibra Sale”: the sale by Borrower of one or more Subsidiaries owning three
inpatient rehab hospitals known as Southern Kentucky Rehabilitation, Marlton Rehabilitation
Hospital, and San Xxxxxxx Valley Rehabilitation to Vibra Healthcare, L.L.C. for an aggregate
price of approximately $90.0 million, a prepayment penalty of $7.0 million, and a repayment
of $10.0 on an existing promissory note.
B. Subsection 1.1 of the Credit Agreement is hereby further amended by deleting the
definition of the term set forth in quotation marks below and substituting therefor the following
definition:
“Excluded Subsidiaries”: the Subsidiaries of the Borrower listed on Schedule ES
attached hereto, as such Schedule ES may be updated by a Responsible Officer of the Borrower
to include (a) any Subsidiary acquired pursuant to an acquisition permitted hereunder which
is financed with secured Indebtedness incurred pursuant to Section 7.2(f) and each
Subsidiary thereof that guarantees such Indebtedness (in each case to the extent that
guaranteeing the Obligations or granting a security interest in support thereof is
prohibited by such Indebtedness) and (b) any Subsidiary that is not wholly-owned by the
Borrower, is acquired pursuant to the Acquisition, and is prohibited by its organizational
documents from giving a guaranty of the Obligations; provided that each such Subsidiary
shall cease to be an Excluded Subsidiary hereunder if such secured Indebtedness is repaid or
becomes unsecured or if such Subsidiary ceases to guarantee such secured Indebtedness or if
such Subsidiary ceases to be prohibited from giving a guaranty, as applicable.
“Lease Coverage Ratio”: (i) for any Person or property, the ratio of EBITDAR for
such Person or property to the aggregate rent payable under leases with respect to such
Person or property for any quarter and (ii) for any Person or property acquired as part of
the Acquisition, the ratio of EBITDAR for such Person or property to the aggregate rent
payable under leases with respect to such Person or property for the fiscal period for which
financial information is available.
“Loan Documents”: this Agreement, the Security Documents, the Intercreditor
Agreement, the Notes and any amendment, waiver, supplement or other modification to any of
the foregoing.
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“Net Cash Proceeds”: (a) in connection with any Asset Sale or any Recovery Event,
the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds
received by way of deferred payment of principal pursuant to a note or installment
receivable or purchase price adjustment receivable or otherwise, but only as and when
received), net of attorneys’ fees, accountants’ fees, investment banking fees, amounts
required to be applied to the repayment of Indebtedness secured by a Lien expressly
permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event
(other than any Lien pursuant to a Security Document or a Bridge Loan Document) and other
customary fees and expenses actually incurred in connection therewith and net of taxes paid
or reasonably estimated to be payable as a result thereof (after taking into account any
available tax credits or deductions and any tax sharing arrangements) and (b) in connection
with any issuance or sale of Capital Stock or any incurrence of Indebtedness, the cash
proceeds received from such issuance or incurrence, net of attorneys’ fees, investment
banking fees, accountants’ fees, underwriting discounts and commissions and other customary
fees and expenses actually incurred in connection therewith.
“Reinvestment Prepayment Date”: with respect to any Reinvestment Event, the earlier
of (a) the date occurring 120 days (or 180 days, in the case of the Vibra Sale) after such
Reinvestment Event and (b) the date on which the Borrower shall have determined not to, or
shall have otherwise ceased to, acquire new Borrowing Base Properties or Mortgage Notes to
be included in the computation of Borrowing Base Value or repair or replace assets damaged
by a Recovery Event, as applicable, in each case with all or any portion of the relevant
Reinvestment Deferred Amount.
“Security Documents”: the collective reference to the Guarantee and Collateral
Agreement and all other security documents hereafter delivered to the Administrative Agent
granting a Lien on any property of any Person to secure the obligations and liabilities of
any Loan Party under any Loan Document, which shall be subject to the terms of the
Intercreditor Agreement.
“Specified Change of Control”: a “Change of Control” or “Designated Event” (or
any other defined term having a similar purpose) as defined in the Senior Note Indenture,
the Senior Exchangeable Note Indenture or the 2008 Senior Exchangeable Note Indenture.
“Total Asset Value”: an amount equal to the sum, without duplication, of (i) the
lower of the undepreciated cost or market value of all Real Properties that are 100% fee
owned or ground-leased by the Group Members, plus (ii) the pro-rata share of the lower of
the undepreciated cost or market value of all Real Properties that are less than 100% fee
owned or ground-leased by the Group Members, plus (iii) unrestricted cash and Cash
Equivalents of the Group Members in excess of $10,000,000; provided that to the
extent the 2008 Exchangeable Senior Notes are issued by the Borrower prior to the closing of
the Acquisition, all of the escrowed proceeds of the 2008 Exchangeable Senior Notes shall be
deemed “unrestricted cash and Cash Equivalents” for purposes of Section 7.1, 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 default after
giving effect to applicable cure periods (“Mortgage Notes”) and
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(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 default after giving effect to
applicable cure periods, and (4) which are set forth in a schedule provided to the
Administrative Agent and have been approved by the Required Lenders (provided that not more
than $50,000,000 of Total Asset Value may be attributable to notes receivable described in
this clause (B)), all as determined on a consolidated basis in accordance with GAAP.
1.2 Amendment to Section 2.11: Mandatory Prepayments and Commitment Reductions.
A. Section 2.11(a) of the Credit Agreement is hereby deleted in its entirety and replaced
with the following:
“(a) If any Indebtedness shall be incurred by any Group Member (excluding (i) any
Indebtedness incurred in accordance with Sections 7.2(a) through (e), (ii) any purchase
money Indebtedness incurred under Section 7.2(f) in connection with an acquisition permitted
by Section 7.8(g) and (iii) the proceeds of the 2008 Exchangeable Senior Notes which are
used either to pay the Acquisition consideration or to repay the Bridge Loans, but including
all other Indebtedness incurred in accordance with Section 7.2(f)), an amount equal to 50%
of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the
prepayment of the Term Loans and Revolving Loans as set forth in Section 2.11(d).”
B. Section 2.11(b) of the Credit Agreement is hereby deleted in its entirety and replaced
with the following:
“(b) (i) If on any date any Group Member shall receive Net Cash Proceeds from any Asset
Sale or Recovery Event then, unless a Reinvestment Notice shall have been delivered in
respect thereof, 50% of such Net Cash Proceeds shall be applied within five (5) Business
Days of such date toward the prepayment of the Term Loans and Revolving Loans as set forth
in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate
Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement
pursuant to a Reinvestment Notice (other than Net Cash Proceeds received from the Vibra Sale
to the extent (A) reinvested in the Acquisition or the Vibra Acquisition or (B) used to
repay the Bridge Loans in an amount not to exceed the difference between the proceeds of the
Vibra Sale and the purchase price of the Vibra Acquisition) shall not exceed $25,000,000 in
any fiscal year of the Borrower, (ii) if such Net Cash Proceeds are not reinvested within
five (5) Business Days of the date such Net Cash Proceeds are received (other than Net Cash
Proceeds received from the Vibra Sale to the extent (A) reinvested in the Acquisition or the
Vibra Acquisition or (B) used to repay the Bridge Loans in an amount not to exceed the
difference between the proceeds of the Vibra Sale and the purchase price of the Vibra
Acquisition), the Borrower shall apply such Net Cash Proceeds within five (5) Business Days
of the date of receipt to the
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repayment of the Revolving Credit Loans (without any corresponding reduction of the
Revolving Commitments), (iii) on each Reinvestment Prepayment Date, an amount equal to the
Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be
applied toward the prepayment of the Term Loans and the Revolving Loans as set forth in
Section 2.11(d), and to the extent that the Borrower has applied Net Cash Proceeds to the
repayment of Revolving Loans pursuant to clause (ii) above, the Borrower shall reborrow
Revolving Loans in the amount of the Reinvestment Prepayment Amount and apply such proceeds
to the prepayment of Term Loans and Revolving Loans as set forth in Section 2.11(d).
(ii) If on any date while any Bridge Loans are outstanding any Group Member shall receive
Net Cash Proceeds from any Acquisition Asset Sale or Acquisition Recovery Event then, 25% of
such Net Cash Proceeds shall be applied within five (5) Business Days of such date toward
the prepayment of the Term Loans and Revolving Loans as set forth in Section 2.11(d). For
purposes of this Section 2.11(b)(ii), “Acquisition Asset Sale” means any Disposition
of property or series of related Dispositions of any property acquired in the Acquisition
other than a Borrowing Base Property (excluding any such Disposition permitted by clause
(a), (b), (c) or (d) of Section 7.5) that yields gross proceeds to any Group Member (valued
at the initial principal amount thereof in the case of non-cash proceeds consisting of notes
or other debt securities and valued at fair market value in the case of other non-cash
proceeds) in excess of $500,000; and “Acquisition Recovery Event” means any
settlement of or payment in respect of any property or casualty insurance claim or any
condemnation proceeding relating to any property acquired in the Acquisition other than a
Borrowing Base Property.”
1.3 Amendments to Section 4
A. Section 4.5 of the Credit Agreement is hereby deleted in its entirety and replaced with
the following:
“4.5 No Legal Bar. The execution, delivery and performance of this Agreement and
the other Loan Documents, the borrowings hereunder, the issuance of the Letters of Credit
and the use of the proceeds thereof 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 (other than
the Liens created by the Security Documents and the Bridge Loan Documents). No Requirement
of Law or Contractual Obligation applicable to the Borrower or any of its Subsidiaries could
reasonably be expected to have a Material Adverse Effect.”
B. Section 4.15 of the Credit Agreement is hereby deleted in its entirety and replaced with
the following:
“4.15 Subsidiaries. Except as disclosed to the Administrative Agent by the
Borrower in writing from time to time after the Closing Date, (a) Schedule 4.15 sets forth
the name and jurisdiction of incorporation of each Subsidiary and, as to each such
Subsidiary, the
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percentage of each class of Capital Stock owned by any Loan Party and (b) there are no
outstanding subscriptions, options, warrants, calls, rights or other agreements or
commitments (other than stock options granted to employees or directors and directors’
qualifying shares) of any nature relating to any Capital Stock of the Borrower or any
Subsidiary, except as created by the Loan Documents and the Bridge Loan Documents.”
1.4 Amendments to Section 6.2: Certificates; Other Information.
A. Section 6.2(d) of the Credit Agreement is hereby deleted in its entirety and replaced with
the following:
“(d) no later than 5 Business Days prior to the effectiveness thereof, copies of
substantially final drafts of any proposed amendment, supplement, waiver or other
modification with respect to the Senior Note Indenture, the Senior Exchangeable Note
Indenture or the 2008 Senior Exchangeable Note Indenture;”
B. Section 6.2(f) of the Credit Agreement is hereby deleted in its entirety and replaced with
the following:
“(f) promptly, (i) updates to Schedules 4.19(a), 4.23(a) and 4.23(b) and (ii) such
additional financial and other information as any Lender may from time to time reasonably
request.”
1.5 Amendment to Section 6.10(a): Additional Collateral, etc.
Section 6.10(a) of the Credit Agreement is hereby deleted in its entirety and replaced with
the following:
“(a) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary or an
Excluded Subsidiary) created or acquired after the Closing Date by any Group Member (which,
for the purposes of this paragraph (a), shall include any existing Subsidiary that ceases to
be an Excluded Foreign Subsidiary or an Excluded Subsidiary), promptly (i) execute and
deliver to the Administrative Agent such amendments to the Guarantee and Collateral
Agreement as the Administrative Agent deems necessary or advisable to grant to the
Administrative Agent, for the benefit of the Lenders, a perfected first priority security
interest in the Capital Stock of such new Subsidiary that is owned by any Group Member,
subject to the terms of the Intercreditor Agreement, (ii) deliver to the Administrative
Agent any certificates representing such Capital Stock, together with undated stock powers,
in blank, executed and delivered by a duly authorized officer of the relevant Group Member,
(iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral
Agreement, (B) to take such actions necessary or advisable to grant to the Administrative
Agent for the benefit of the Lenders a perfected first priority security interest in the
Collateral described in the Guarantee and Collateral Agreement with respect to such new
Subsidiary, subject to the terms of the Intercreditor Agreement, including the filing of
Uniform Commercial Code financing statements in such jurisdictions as may be required by the
Guarantee and Collateral Agreement or by law or as may be requested by the Administrative
Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary,
substantially in the form of Exhibit C, with
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appropriate insertions and attachments, and (iv) if requested by the Administrative Agent,
deliver to the Administrative Agent legal opinions relating to the matters described above,
which opinions shall be in form and substance, and from counsel, reasonably satisfactory to
the Administrative Agent.”
1.6 Amendments to Section 7.1: Financial Condition Covenants.
A. Section 7.1(a) of the Credit Agreement is hereby amended by deleting such subsection in
its entirety and substituting the following therefor:
“(a) Total Leverage Ratio. Permit the ratio of Total Indebtedness to 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 to exceed 55%, provided that (A) such ratio may exceed 55% as
of the end of or during the fiscal quarters ending March 31, 2008, June 30, 2008 and
September 30, 2008 upon or following initial consummation of the Acquisition or incurrence
of Indebtedness to finance the Acquisition so long as such ratio does not exceed 65%, and
(B) such ratio may exceed 55% as of the end of up to 2 consecutive fiscal quarters in any
other one fiscal year so long as such ratio does not exceed 60%.
B. Section 7.1(f) of the Credit Agreement is hereby amended by deleting such subsection in
its entirety and substituting the following therefor:
“(f) Floating Rate Debt. Permit the ratio of Total Indebtedness that bears
interest at a floating rate of interest to Total Asset Value 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 to exceed 30%, provided that such ratio
may exceed 30% as of the end of or during the fiscal quarters ending March 31, 2008, June
30, 2008 and September 30, 2008 upon or following initial consummation of the Acquisition or
incurrence of Indebtedness to finance the Acquisition so long as such ratio does not exceed
42.5%.”
1.7 Amendments to Subsection 7.2: Indebtedness.
A. Section 7.2(a) of the Credit Agreement is hereby amended by deleting such subsection in
its entirety and substituting the following therefor:
“(a) (i) Indebtedness of any Loan Party pursuant to any Loan Document, (ii) Indebtedness of
the Borrower and Guarantee Obligations of the Borrower and the Guarantors in respect of the
Bridge Loan Documents in an aggregate principal amount not to exceed $300,000,000 minus the
aggregate principal amount of the 2008 Exchangeable Senior Notes and (iii) any refinancings,
renewals or extensions of any Indebtedness described in the foregoing clause (ii) (a
“Refinancing”) or any Indebtedness incurred to refund, replace or repay any
Indebtedness described in the foregoing clause (ii) (a “Replacement”);
provided that (A) the principal amount thereof (excluding accrued interest and the
amount of fees and expenses incurred and premiums paid in connection therewith) is not
increased, (B) the weighted average life to maturity of the principal amount thereof has not
decreased, nor the final maturity thereof shortened, in either case,
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with respect to a period when Loans are outstanding, and (C) any Liens securing any such
Indebtedness which is a Refinancing are junior to or pari passu in priority with the Liens
securing the Obligations, subject to the Intercreditor Agreement, and in any case are
limited to Collateral that secures the Loans, and (D) any such Indebtedness which is a
Replacement shall be unsecured or shall be secured by Liens on properties which are not
Borrowing Base Properties or Collateral hereunder;”
B. Section 7.2(e) of the Credit Agreement is hereby amended by deleting such subsection in
its entirety and substituting the following therefor:
“(e) (i) Indebtedness of the Borrower in respect of the Senior Notes, the Senior
Exchangeable Notes and the 2008 Senior Exchangeable Notes and (ii) Guarantee Obligations of
Holdings in respect of such Indebtedness;”
C. Section 7.2 of the Credit Agreement is hereby further amended by deleting the last proviso
thereof and substituting the following therefor:
“; provided that the Borrower shall not permit any Subsidiary Guarantor that is the
owner (or ground-lessee) of a Borrowing Base Property or a Mortgage Note included in the
computation of Borrowing Base Value to create, incur, assume, become liable in respect of or
suffer to exist any Indebtedness (other than with respect to guarantees of the Loan
Documents and the Bridge Loan Documents) that is recourse to such Subsidiary Guarantor.”
1.8 Amendments to Section 7.3: Liens.
A. Section 7.3(e) of the Credit Agreement is hereby amended by deleting such subsection in
its entirety and substituting the following therefor:
“(e) easements, rights-of-way, restrictions and other similar encumbrances that, in the
aggregate, are not substantial in amount and that do not in any case materially detract from
the value of the property subject thereto or materially interfere with the ordinary conduct
of the business of the Borrower or any of its Subsidiaries; and any Permitted Exceptions as
set forth and defined in the Purchase Agreement and its exhibits and schedules;”
B. Section 7.3(g) of the Credit Agreement is hereby amended by deleting such subsection in
its entirety and substituting the following therefor:
“(g) Liens created pursuant to the Security Documents and Liens on the same Collateral
created pursuant to the Bridge Loan Documents or any Refinancing under Section 7.2(a),
subject to the Intercreditor Agreement;”
C. Section 7.3(i) of the Credit Agreement is hereby amended by deleting such subsection in
its entirety and substituting the following therefor:
“(i) Liens (not affecting the Collateral) securing Indebtedness constituting a Replacement
under Section 7.2(a) or Indebtedness permitted by Section 7.2(f);”
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D. Section 7.3 of the Credit Agreement is hereby further amended by deleting the last proviso
thereof and substituting the following therefor:
“provided that notwithstanding the foregoing, the Borrower shall not, and shall not
permit any of its Subsidiaries to, xxxxx x Xxxx on its Capital Stock as collateral for
Indebtedness to any Person other than the Administrative Agent or the “Administrative Agent”
under the Bridge Loan Documents.”
1.9 Amendment to Section 7.5: Disposition of Property.
A. Section 7.5 of the Credit Agreement is hereby amended by renumbering subsection 7.5(e) as
subsection 7.5(f), and by adding a new subsection 7.5(e) following the current subsection 7.5(d) as
follows:
“(e) Dispositions of property pursuant to the Vibra Sale, so long as no Default or Event of
Default has occurred and is continuing, or would occur after giving effect thereto, and the
Borrower complies with Section 2.11 and Section 6.11;”
B. Section 7.5(f) of the Credit Agreement (formerly Section 7.5(e)) is hereby amended by
deleting such section in its entirety and substituting the following therefor:
“(f) the Disposition of other property having a fair market value not to exceed $50,000,000
in the aggregate for any fiscal year of the Borrower so long as no Default or Event of
Default has occurred and is continuing, or would occur after giving effect thereto, and the
Borrower complies with Section 2.11 and Section 6.11; provided that if the Bridge Loans are
outstanding, the foregoing $50,000,000 limit shall be increased to the extent necessary to
permit Dispositions for the purpose of repaying the Bridge Loans.”
1.10 Amendment to Section 7.9: Optional Payments and Modifications of Certain Debt
Instruments.
Section 7.9 of the Credit Agreement is hereby deleted in its entirety and replaced with the
following:
“7.9 Optional Payments and Modifications of Certain Debt Instruments. (a) Make or
offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or
otherwise optionally or voluntarily defease or segregate funds with respect to the Senior
Notes, the Senior Exchangeable Notes or the 2008 Senior Exchangeable Notes; or (b) amend,
modify, waive or otherwise change, or consent or agree to any amendment, modification,
waiver or other change to, any of the terms of the Senior Notes, the Senior Exchangeable
Notes or the 2008 Senior Exchangeable Notes (other than any such amendment, modification,
waiver or other change that would extend the maturity or reduce the amount of any payment of
principal thereof or reduce the rate or extend any date for payment of interest thereon).”
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1.11 Amendment to Section 7.12: Swap Agreements.
Section 7.12 of the Credit Agreement is hereby deleted in its entirety and replaced with the
following:
“7.12 Swap Agreements. Enter into any Swap Agreement, except (a) Swap Agreements
entered into to hedge or mitigate risks to which the Borrower or any Subsidiary has actual
exposure (other than those in respect of Capital Stock or the Senior Notes, the Senior
Exchangeable Notes or the 2008 Senior Exchangeable Notes) and (b) Swap Agreements entered
into in order to effectively cap, collar or exchange interest rates (from fixed to floating
rates, from one floating rate to another floating rate or otherwise) with respect to any
interest-bearing liability or investment of the Borrower or any Subsidiary.”
1.12 Amendment to Section 7.14: Negative Pledge Clauses.
Section 7.14 of the Credit Agreement is hereby deleted in its entirety and replaced with the
following:
“7.14 Negative Pledge Clauses. Enter into or suffer to exist or become effective
any agreement that prohibits or limits the ability of any Group Member to create, incur,
assume or suffer to exist any Lien upon any of its property or revenues, whether now owned
or hereafter acquired, other than (a) this Agreement and the other Loan Documents and the
Bridge Loan Documents, (b) any agreements governing any purchase money Liens or Capital
Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation
shall only be effective against the assets financed thereby) and (c) any restrictions set
forth in the organizational documents of the Subsidiaries of the Borrower listed on Schedule
ES.”
1.13 Amendment to Section 7.15: Clauses Restricting Subsidiary Distributions.
Section 7.15 of the Credit Agreement is hereby deleted in its entirety and replaced with the
following:
“7.15 Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist
or become effective any consensual encumbrance or restriction on the ability of any
Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock
of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other
Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the
Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the
Borrower or any other Subsidiary of the Borrower, except for such encumbrances or
restrictions existing under or by reason of (i) any restrictions existing under the Loan
Documents, the Bridge Loan Documents, the 2008 Senior Exchangeable Note Indenture, the
Senior Exchangeable Note Indenture or the Senior Indenture, (ii) any restrictions with
respect to a Subsidiary imposed pursuant to an agreement that has been entered into in
connection with the Disposition of all or substantially all of the Capital Stock or assets
of such Subsidiary, and (iii) any restrictions set forth in the organizational documents of
the Subsidiaries of the Borrower listed on Schedule ES.”
-11-
1.14 Amendment to Section 7A.
The Credit Agreement is hereby amended by adding the following new Section 7A:
“SECTION 7A: ADDITIONAL COVENANTS AND DEFAULTS.
Notwithstanding anything to the contrary in this Agreement, to the extent that the
Borrower enters into the Bridge Loan Documents and such Bridge Loan Documents contain any
affirmative or negative covenants (other than those regarding payment terms) or events of
default that are more restrictive on the Borrower or the other Loan Parties than the
covenants and events of default set forth in this Agreement, then such more restrictive
covenants and events of default in the Bridge Loan Documents shall automatically be
incorporated herein by reference, mutatis mutandis, as if fully set forth herein for so long
as the Bridge Loan Documents (and any Refinancing thereof) remain in effect, and the Loan
Parties shall be bound by such covenants and events of default during such time (it being
understood that after such time, without any action by the Borrower, any other Loan Party or
any Lender, such covenants and events of default shall cease to be applicable hereunder).
If requested by the Administrative Agent, the Borrower shall enter into an amendment to this
Agreement to formally incorporate such covenants and events of default into this Agreement.”
1.15 Amendment to Section 8: Events of Default.
Section 8(l) of the Credit Agreement is hereby deleted in its entirety and replaced with the
following:
“(l) Holdings shall (i) conduct, transact or otherwise engage in, or commit to conduct,
transact or otherwise engage in, any business or operations other than those incidental to
its ownership of the Capital Stock of the Borrower, (ii) incur, create, assume or suffer to
exist any Indebtedness or other liabilities or financial obligations, except (w)
Indebtedness incurred with respect to guarantees of the Senior Notes, the Senior
Exchangeable Notes, the 2008 Senior Exchangeable Notes or the Indebtedness set forth on
Schedule 7.2(d), (x) nonconsensual obligations imposed by operation of law, (y) obligations
pursuant to the Loan Documents and the Bridge Loan Documents to which it is a party and (z)
obligations with respect to its Capital Stock, or (iii) own, lease, manage or otherwise
operate any properties or assets (including cash (other than cash received in connection
with dividends made by the Borrower in accordance with Section 7.6 pending application in
the manner contemplated by said Section) and cash equivalents) other than the ownership of shares of Capital Stock of the Borrower; or”
1.16 Amendment to Section 9.1: Appointment.
Subsection 9.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the
following:
“9.1 Appointment. Each Lender hereby irrevocably designates and appoints the
Administrative Agent as the agent of such Lender under this Agreement and the other Loan
Documents, and each such Lender irrevocably authorizes the Administrative Agent,
-12-
in such capacity, to take such action on its behalf under the provisions of this Agreement
and the other Loan Documents and to exercise such powers and perform such duties as are
expressly delegated to the Administrative Agent by the terms of this Agreement and the other
Loan Documents, together with such other powers as are reasonably incidental thereto. In
addition, each of the Lenders irrevocably appoints the Administrative Agent to act as
“Credit Facility Collateral Agent” under the Intercreditor Agreement and authorizes the
Administrative Agent, acting as “Credit Facility Collateral Agent”, to execute the
Intercreditor Agreement and each of the Lenders agree to be bound by the terms thereof.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall not have any duties or responsibilities, except those expressly
set forth herein, or any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the Administrative Agent.”
1.17 Amendment to Section 9.6: Non-Reliance on Agents and Other Lenders.
Subsection 9.6 of the Credit Agreement is hereby deleted in its entirety and replaced with the
following:
“9.6 Non-Reliance on Agents and Other Lenders; Intercreditor Agreement. Each Lender
expressly acknowledges that neither the Agents nor any of their respective officers,
directors, employees, agents, attorneys-in-fact or affiliates have made any representations
or warranties to it and that no act by any Agent hereafter taken, including any review of
the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute
any representation or warranty by any Agent to any Lender. Each Lender represents to the
Agents that it has, independently and without reliance upon any Agent or any other Lender,
and based on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property, financial and other
condition and creditworthiness of the Loan Parties and their affiliates and made its own
decision to make its Loans hereunder and enter into this Agreement. Each Lender also
represents that it will, independently and without reliance upon any Agent or any other
Lender, and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in taking or not
taking action under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business, operations,
property, financial and other condition and creditworthiness of the Loan Parties and their
affiliates. Except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent
shall not have any duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party
that may come into the possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates. Notwithstanding anything
herein to the contrary, each Lender and the Agents acknowledge that the Lien and security
interest granted to the Administrative Agent pursuant to the Security Documents and the
exercise of any right or remedy by the
-13-
Administrative Agent thereunder, are subject to the provisions of the Intercreditor
Agreement. In the event of a conflict or any inconsistency between the terms of the
Intercreditor Agreement and the Security Documents, the terms of the Intercreditor Agreement
shall prevail.”
1.18 Amendment to Section 10.1: Amendment and Waivers.
Section 10.1 of the Credit Agreement is hereby amended by inserting the following sentence at
the end of such Section 10.1:
“Notwithstanding anything to the contrary set forth herein, (i) the Borrower shall have no
right to consent to any amendment, supplement, modification or waiver to the Intercreditor
Agreement and (ii) the Administrative Agent and the Borrower may enter into an amendment
contemplated by Section 7A without the consent or approval of any Lender.”
1.19 Addition of Exhibit.
The Credit Agreement is hereby amended by adding thereto a new Exhibit F in the form of
Exhibit A to this Amendment.
1.20 Amendment to Exhibit.
Exhibit B to the Credit Agreement is hereby deleted in its entirety and replaced by Exhibit D
attached hereto.
1.21 Vibra Sale .
The Borrower and the Lenders agree that the Borrower shall deliver the notice of the Vibra
Sale required by Section 6.11 of the Credit Agreement and Section 8.15(b) of the Guarantee and
Collateral Agreement not less than two (2) Business Days prior to such Disposition (instead of not
less than five (5) Business Days prior to such Disposition as would otherwise be required by
Section 6.11 of the Credit Agreement or not less than ten (10) Business Days prior to the proposed
release of Collateral as would otherwise be required by Section 8.15(b) of the Guarantee and
Collateral Agreement).
1.22 Guarantee and Collateral Agreement .
The Borrowers and the Lenders agree that any provision in Section 3.1, Section 4.3(a) or
elsewhere in the Guarantee and Collateral Agreement that requires the Administrative Agent, for the
benefit of the Secured Parties, to have a first priority lien (or words of similar import) on the
Collateral shall be deemed to be qualified as subject to the terms of the Intercreditor Agreement.
SECTION 2. REPRESENTATIONS AND WARRANTIES
In order to induce Lenders and Administrative Agent to enter into this Amendment, Borrower and
Holdings each represents and warrants to each Lender and Administrative Agent that the following
statements are true, correct and complete:
-14-
(i) each of Borrower and Holdings has all requisite corporate power and authority to enter
into this Amendment and to carry out the transactions contemplated by, and perform its obligations
under, the Credit Agreement as amended by this Amendment (the “Amended Agreement”);
(ii) the execution and delivery of this Amendment and the performance of the Amended Agreement
have been duly authorized by all necessary corporate action on the part of Borrower and Holdings;
(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, 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 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 (other than the
Liens created by the Security Documents or the Bridge Loan Documents).
(v) this Amendment and the Amended Agreement have been duly executed and delivered by Borrower
and Holdings and are the legally valid and binding obligations of Borrower and Holdings,
enforceable against Borrower and Holdings in accordance with their respective terms, except as may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or
limiting creditors’ rights generally or by equitable principles relating to enforceability;
(vi) the representations and warranties contained in Section 4 of the Credit Agreement are and
will be true, correct and complete in all material respects on and as of the date hereof and the
First 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, correct and complete 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 that would constitute a Default or Event of Default.
SECTION 3. ACKNOWLEDGEMENT AND CONSENT
Each Guarantor has read this Amendment and consents to the terms hereof and further hereby
confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of
such Guarantor under, and the Liens granted by such Guarantor as collateral security for the
indebtedness, obligations and liabilities evidenced by the Credit Agreement and the other Loan
Documents pursuant to, 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
-15-
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 Secured Obligations under, and as defined in, the Guarantee and Collateral Agreement dated as
of November 30, 2007, by and among Holdings, Borrower, the Subsidiary Guarantors and Administrative
Agent (the “Guarantee and Collateral 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, 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 and (ii) nothing in the Credit Agreement, this Amendment 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 shall become effective only upon the
satisfaction of the following conditions precedent (the date of satisfaction of such conditions
being referred to as the “First Amendment Effective Date”):
A. The Borrower, Holdings, the other Guarantors 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 November 30, 2007, 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 and the transactions
contemplated hereby.
C. The Administrative Agent shall have received the legal opinion of Xxxxxxx Procter LLP,
counsel to the Borrower and its Subsidiaries, in form and substance reasonably satisfactory to the
Administrative Agent, with respect to this Amendment.
D. The Lenders and the Administrative Agent shall have received all fees required to be paid,
and all 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, the fees described in Section 5 below, and the fees set forth in the fee letter
of even date herewith), in connection with this Amendment.
E. The Lenders shall have received a certificate of a Responsible Officer of the Borrower
certifying as to compliance with the financial covenants set forth in Section 7.1 on a pro-forma
basis on the First Amendment Effective Date after giving effect to the occurrence of the
Acquisition and the related incurrence of Indebtedness, which certificate shall include
-16-
calculations in reasonable detail demonstrating such compliance, including as to the
calculation of Borrowing Base Value.
SECTION 5. AMENDMENT FEE
As consideration for the Lenders’ agreement to amend the Credit Agreement by this Amendment,
the Borrower agrees to pay, on the First Amendment Effective Date, to each Lender which has duly
executed and delivered this Amendment on or before 9:00 a.m. (New York City time) on March 14,
2008, an amendment fee equal to 0.15% of the sum of (a) such Lender’s Revolving Commitment and (b)
the outstanding principal amount of such Lender’s Term Loans under the Credit Agreement.
SECTION 6. 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, 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, 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 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 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 are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other
purpose or be given any substantive effect.
C. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF
THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK).
D. Intercreditor Agreement. The Lenders hereby authorize the Administrative Agent to enter
into the Intercreditor Agreement.
E. Counterparts; Effectiveness. This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
-17-
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 (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 Requisite Lenders and receipt by Borrower and
Administrative Agent of written or telephonic notification of such execution and authorization of
delivery thereof.
[Remainder of this page intentionally left blank]
-18-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment 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: | Chief Financial Officer | |||
| BORROWER: | MPT OPERATING PARTNERSHIP, L.P., |
|||
| By: | /s/ R. Xxxxxx Xxxxxx | |||
| Name: | R. Xxxxxx Xxxxxx | |||
| Title: | Chief Financial Officer | |||
SUBSIDIARY GUARANTORS |
||
(FOR PURPOSES OF SECTION 3):
|
MPT OF XXXXXXX, LLC | |
| MPT OF CHINO, LLC | ||
| MPT OF XXXXXXX OAKS, LLC | ||
| MPT OF BUCKS COUNTY, LLC | ||
| MPT OF VICTORVILLE, LLC | ||
| MPT OF BLOOMINGTON, LLC | ||
| MPT OF XXXXXXXXX, LLC | ||
| MPT OF XXXXXX SPRINGS, LLC | ||
| MPT OF DALLAS LTACH, LLC | ||
| MPT OF CENTINELA, LLC | ||
| MPT OF MONTCLAIR, LLC | ||
| MPT OF PORTLAND, LLC | ||
| MPT OF WARM SPRINGS, LLC | ||
| MPT OF VICTORIA, LLC | ||
| MPT OF LULING, LLC | ||
| MPT OF HUNTINGTON BEACH, LLC | ||
| MPT OF WEST ANAHEIM, LLC | ||
| MPT OF LA PALMA, LLC | ||
| MPT OF TWELVE OAKS, LLC | ||
| MPT OF SHASTA, LLC | ||
| MPT OF PARADISE VALLEY, LLC | ||
| MPT OF SOUTHERN CALIFORNIA, LLC | ||
| MPT OF INGLEWOOD, LLC | ||
| 0000 XXXXX XXXXXX, LLC | ||
| 0000 XXXXXXXX XXXXXX, XXX | ||
| XXX XX XXXXXXXXXX, LLC | ||
| 00 XXXXX XXXX, LLC | ||
| 0000 XXXXXXXX XXXX, LLC | ||
| 0000 XXXXX XXXXXX XXXXXX, LLC |
| By: | MPT OPERATING PARTNERSHIP, L.P., sole member of each of the above entities |
|||||||
| By: | /s/ R. Xxxxxx Xxxxxx | |||||||
| Name: | R. Xxxxxx Xxxxxx | |||||||
| Title: | Chief Financial Officer | |||||||
| MPT OF BUCKS COUNTY, L.P. | ||||||||
| By: | MPT OF BUCKS COUNTY, LLC, its general partner |
|||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member |
|||||||
| MPT OF DALLAS LTACH, L.P. | ||||||||
| By: | MPT OF DALLAS LTACH, LLC, its general partner |
|||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member |
|||||||
| MPT OF CENTINELA, L.P. | ||||||||
| By: | MPT OF CENTINELA, LLC, its general partner |
|||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member |
|||||||
| MPT OF MONTCLAIR, L.P. | ||||||||
| By: | MPT OF MONTCLAIR, LLC, its general partner |
|||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member |
|||||||
| MPT OF WARM SPRINGS, L.P. | ||||||||
| By: | MPT OF WARM SPRINGS, LLC, its general partner |
|||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member |
|||||||
| MPT OF VICTORIA, L.P. | ||||||||
| By: | MPT OF VICTORIA, LLC, its general partner |
|||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., 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 |
|||||||
| MPT OF HUNTINGTON BEACH, L.P. | ||||||||
| By: | MPT OF HUNTINGTON BEACH, LLC, its general partner |
|||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., 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 |
|||||||
| MPT OF XX XXXXX, X.X. | ||||||||
| By: | MPT OF LA PALMA, LLC, its general partner |
|||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member |
|||||||
| MPT OF TWELVE OAKS, L.P. | ||||||||
| By: | MPT OF TWELVE OAKS, LLC, its general partner |
|||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., 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 |
|||||||
| MPT OF PARADISE VALLEY, L.P. | ||||||||
| By: | MPT OF PARADISE VALLEY, LLC, its general partner |
|||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., 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 |
|||||||
| MPT OF INGLEWOOD, L.P. | ||||||||
| By: | MPT OF INGLEWOOD, LLC, its general partner |
|||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member |
|||||||
| SAN XXXXXXX HEALTH CARE ASSOCIATES, LIMITED PARTNERSHIP |
||||||||
| By: | MPT OF CALIFORNIA, LLC, its general partner |
|||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member |
|||||||
| By: | /s/ R. Xxxxxx Xxxxxx | |||
| Name: | R. Xxxxxx Xxxxxx | |||
| Title: | Executive Vice President and CFO of MPT Operating Partnership, L.P. |
|||
LENDERS:
| X.X. XXXXXX CHASE BANK, N.A., as Lender and as Administrative Agent |
||||||
| By: | /s/ Xxxxxxx Xxxx | |||||
| Name: | Xxxxxxx Xxxx | |||||
| Title: | Vice President | |||||
| KEYBANK NATIONAL ASSOCIATION, as Syndication Agent and as a Lender |
||||||
| By: | /s/ Xxxxx Xxxxxx
|
|||||
| Name: | Xxxxx Xxxxxx | |||||
| Title: | Vice President | |||||
| XXXXXXX XXXXX BANK, FSB, as a Lender |
||||||
| By: | /s/ Xxxxxx X. Xxxxx | |||||
| Name: | Xxxxxx X. Xxxxx | |||||
| Title: | Senior Vice President | |||||
| DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender |
||||||
| By: | /s/ Xxxx Xxxxxxxxx
|
|||||
| Name: | Xxxx Xxxxxxxxx | |||||
| Title: | Vice President | |||||
| By: | /s/ Xxxxxx Xxxxxxxx | |||||
| Name: | Xxxxxx Xxxxxxxx | |||||
| Title: | Vice President | |||||
| UBS LOAN FINANCE LLC, as a Lender |
||||||
| By: | /s/ Xxxxx X. Xxxxx | |||||
| Name: | Xxxxx X. Xxxxx | |||||
| Title: | Associate Director | |||||
| By: | /s/ Xxxx X. Xxxx | |||||
| Name: | Xxxx X. Xxxx | |||||
| Title: | Associate Director | |||||
| ROYAL BANK OF CANADA, as a Lender |
||||||
| By: | /s/ Xxx XxXxxx | |||||
| Name: | Xxx XxXxxx | |||||
| Title: | Authorized Signatory | |||||
