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EXHIBIT 10.21
BANK JOINDER AGREEMENT
THIS BANK JOINDER AGREEMENT (this "Agreement") dated as of December 28,
2000 to the Credit Agreement referenced below is by and among UBS AG, STAMFORD
BRANCH (the "New Bank"), HEALTHCARE REALTY TRUST INCORPORATED, a Maryland
corporation (the "Borrower") and BANK OF AMERICA, N.A., as administrative agent
(in such capacity, the "Agent") for the Banks. Capitalized terms used but not
defined herein shall have the meanings provided in the Credit Agreement.
W I T N E S S E T H
WHEREAS, pursuant to that Credit Agreement (as amended and modified
from time to time, the "Credit Agreement") dated as of October 15, 1998 among
the Borrower, the Banks and NationsBank, N.A. (now known as Bank of America,
N.A.), as Agent, the Banks agreed to provide the Borrower with a $265 million
revolving credit facility;
WHEREAS, pursuant to Section 2.01(d) of the Credit Agreement, the
Borrower has requested that the New Bank provide an additional Revolving
Commitment under the Credit Agreement; and
WHEREAS, the New Bank has agreed to provide the additional Revolving
Commitment on the terms and conditions set forth herein and to become a "Bank"
under the Credit Agreement in connection therewith.
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:
1. The New Bank hereby agrees to provide Commitments to the Borrower in
the amounts set forth on Schedule 2.1(a) to the Credit Agreement as attached
hereto. The Revolving Commitment Percentage of the New Bank shall be as set
forth on Schedule 2.1(a).
2. The New Bank (a) represents and warrants that it is a commercial
lender, other financial institution or other "accredited" investor (as defined
in SEC Regulation D) which makes or acquires or loans on the ordinary course of
business and that it will make or acquire Loans for its own account in the
ordinary course of business, (b) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in Section 5.01 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Agreement; (c) agrees that it will, independently and without reliance upon
the Agent or any other Bank and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement; (d) appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers and discretion under the Credit Agreement as are delegated to the
Agent by the terms thereof, together with such powers and discretion as are
reasonably incidental thereto; and (e) agrees that, as of the effective date,
the New Bank shall (i) be a party to the Credit Agreement and the other Credit
Documents, (ii) be a "Bank" for all purposes of the Credit Agreement and the
other Credit Documents, (iii) perform all of the obligations that by the terms
of the Credit Agreement are required to be performed by it as a "Bank" under the
Credit Agreement and (iv) shall have the rights and obligations of a Bank under
the Credit Agreement and the other Credit Documents.
3. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of North Carolina.
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4. This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of
this Agreement by telecopier shall be effective as delivery of a manually
executed counterpart of this Agreement.
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IN WITNESS WHEREOF, the New Bank, the Borrower and the Agent have caused
this Agreement to be executed by their officers thereunto duly authorized as of
the date hereof.
HEALTHCARE REALTY TRUST INCORPORATED,
a Maryland corporation
By:
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Name:
Title:
BANK OF AMERICA, N.A. (formerly
NationsBank, N.A.), as Agent
By:
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Name:
Title:
UBS AG, STAMFORD BRANCH,
as New Bank
By:
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Name:
Title:
New Bank Address for Notices:
