mpw-ex102_106.htm



Exhibit 10.2

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 September 29, 2021 (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 Additional Guarantors party hereto, 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 January 15, 2021 (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.

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:

1.1Amendment to Section 7.1(f).  Section 7.1(f) of the Credit Agreement is amended by adding to the following proviso to the end of such Section 7.1(f): “; and provided further that such ratio may exceed 65% for the fiscal quarters ending September 30, 2021 and December 31, 2021 so long as such ratio does not exceed 70% as of such date of determination”.

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 Loan Party has the power and authority, and the legal right, to make, deliver and perform its obligations under this Amendment No. 1 and, as applicable, the Credit Agreement as amended by this Amendment No. 1 (the “Amended Agreement”);

 


		
	
DB3/ 204012913.4
	
 




 



 

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

(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, 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 will not violate (i) the charter, by-laws or other constitutive documents of any Loan Party or (ii) any Requirement of Law or any Contractual Obligation of any Group Member, except, in the case of this clause (ii) 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 has been duly executed and delivered by each Loan Party and this Amendment No. 1 and the Amended Agreement and are the legal, valid and binding obligations of each Loan Party party thereto, enforceable against such Person 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 (other than any representation or warranty qualified as to “materiality”, “Material Adverse Effect” or similar language, which shall be true and correct in all 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.

SECTION 3.  ACKNOWLEDGEMENT AND CONSENT

Each of Holdings and the undersigned Additional Guarantors (as defined in the Guarantee Agreement described below) 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 Holdings and such Additional Guarantor under each of the Loan Documents to which Holdings and such Additional Guarantor is a party shall not be impaired and each of the Loan Documents to which Holdings and such Additional Guarantor is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects.

 


		
	
DB3/ 204012913.4
	
-2-




 



 

Each of Holdings, the Additional Guarantors, and the Borrower hereby acknowledges and agrees that each reference to the “Credit Agreement” in the defined term “Guarantor Obligations” under, and as defined in, the Amended and Restated Guarantee Agreement, dated as of January 15, 2021, by and among Holdings, the Additional Guarantors, and the Administrative Agent (the “Guarantee Agreement”) will be understood to refer to the Credit Agreement (as amended hereby).

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 Additional 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 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.

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.

(iv)This Amendment No. 1 shall be deemed to be a “Loan Document”.

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.

 


		
	
DB3/ 204012913.4
	
-3-




 



 

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 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.  Delivery of an executed counterpart of a signature page of this Amendment No. 1 by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment No. 1.  The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment No. 1 and/or any document to be signed in connection with this Amendment No. 1 and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be.  As used herein, “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

[Remainder of Page Intentionally Left Blank]

 

 


		
	
DB3/ 204012913.4
	
-4-




 



 

 

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.

 


	
MEDICAL PROPERTIES TRUST, INC.

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ R. Steven Hamner

	
 
	
Name: R. Steven Hamner

	
 
	
Title: Executive Vice President and Chief Financial Officer




 


	
MPT OPERATING PARTNERSHIP, L.P.

	
 
	
 
	
 
	
 

	
By:
	
MEDICAL PROPERTIES TRUST, LLC, its general partner

	
 
	
By:
	
 
	
MEDICAL PROPERTIES TRUST, INC., its sole member




 

 


	
By:
	
/s/ R. Steven Hamner

	
 
	
Name: R. Steven Hamner

	
 
	
Title: Executive Vice President and Chief Financial Officer




 

 

 

 

[Signature Page – Amendment No. 1]



 

 

ADDITIONAL GUARANTORS:

 


	
MPT HARROW LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 


	
MPT GLASGOW LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 


	
MPT OSBORNE LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 


	
MPT STEPNEY GREEN LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 


	
MPT FULWOOD LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 


	
MPT GREAT MISSENDEN LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 

 

[Signature Page – Amendment No. 1]



 

 

 


	
MPT ARNOLD LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 


	
MPT COMBE DOWN LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 


	
MPT GUILDFORD LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 


	
MPT BASINGSTOKE LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 


	
MPT CANTERBURY LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 


	
MPT CROYDON LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 

[Signature Page – Amendment No. 1]



 

 

 


	
MPT ROCHDALE LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 


	
MPT ORPINGTON LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 


	
MPT SWINDON LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 


	
MPT MILTON KEYNES LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 


	
MPT ABERDEEN LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 


	
MPT WINCHESTER LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 

[Signature Page – Amendment No. 1]



 

 

 


	
MPT HENDON LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 

 


	
MPT BECKENHAM LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 


	
MPT CARMARTHEN LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 


	
MPT BLACKBURN LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 


	
MPT BIDDENHAM LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 


	
MPT BLACKHEATH LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 

[Signature Page – Amendment No. 1]



 

 

 


	
MPT WORTHING LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 


	
MPT BOLTON LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 


	
MPT EDGBASTON LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 


	
MPT DROITWICH SPA LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 


	
MPT DORCHESTER LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 


	
MPT CHEADLE LTD

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Barber-Lomax

	
 
	
Name: James Barber-Lomax

	
 
	
Title: Director




 

 

[Signature Page – Amendment No. 1]



 

 

 


	
EXECUTED by Evolution Trustees Limited 
	
)





	
(ABN 29 611 839 519) as trustee of the MPT
	
)




Australia Realty Trust

 


	
/s/ Rupert Clive Smoker
	
 
	
/s/ Masri Huuck

	
Signature of director
	
 
	
Signature of director / company secretary (delete as applicable)

	
 
	
 
	
 

	
 
	
 
	
 

	
Rupert Clive Smoker
	
 
	
Masri Huuck

	
Name of director (print)
	
 
	
Name of director / company secretary (print)




 

 

 

 

[Signature Page – Amendment No. 1]



 

 

 


	
JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender, Issuing Lender and Swingline Lender

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ Lance Buxkemper

	
 
	
Name: Lance Buxkemper

	
 
	
Title: Executive Director




 

 

 

[Signature Page – Amendment No. 1]



 

 

 


	
BANK OF AMERICA, N.A., as a Lender, Issuing Lender and Swingline Lender

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ H. Hope Walker

	
 
	
Name: H. Hope Walker

	
 
	
Title: Senior Vice President




 

 

 

[Signature Page – Amendment No. 1]



 

 

 


	
BARCLAYS BANK PLC, as a Lender, Issuing Lender and Swingline Lender

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ Craig J. Malloy

	
 
	
Name: Craig J. Malloy

	
 
	
Title: Director




 

 

 

[Signature Page – Amendment No. 1]



 

 

 


	
KEYBANK NATIONAL ASSOCIATION, as a Lender, Issuing Lender and Swingline Lender

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ Peter Trazzera

	
 
	
Name: Peter Trazzera

	
 
	
Title: Vice President




 

 

 

[Signature Page – Amendment No. 1]



 

 

 


	
GOLDMAN SACHS BANK USA, as a Lender, Issuing Lender and Swingline Lender

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ Dan Morris

	
 
	
Name: Dan Morris

	
 
	
Title: Authorized Signatory




 

 

 

[Signature Page – Amendment No. 1]



 

 

 


	
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ Andrew Sidford

	
 
	
Name: Andrew Sidford

	
 
	
Title: Managing Director

	
 
	
 
	
 
	
 

	
By:
	
/s/ Rose Mary Perez

	
 
	
Name: Rose Mary Perez

	
 
	
Title: Managing Director




 

 

 

[Signature Page – Amendment No. 1]



 

 

 


	
ROYAL BANK OF CANADA, as a Lender

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ Jake Sigmund

	
 
	
Name: Jake Sigmund

	
 
	
Title: Authorized Signatory




 

 

 

 

[Signature Page – Amendment No. 1]



 

 

 


	
TRUIST BANK, as a Lender

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ James Ford

	
 
	
Name: James Ford

	
 
	
Title: Managing Director




 

 

 

 

[Signature Page – Amendment No. 1]



 

 

 


	
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ Andrea S Chen

	
 
	
Name: Andrea S Chen

	
 
	
Title: Managing Director




 

[Signature Page – Amendment No. 1]



 

 

 


	
CITIZENS BANK, NATIONAL ASSOCIATION, as a Lender

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ Kerri Colwell

	
 
	
Name: Kerri Colwell

	
 
	
Title: Senior Vice President




 

 

[Signature Page – Amendment No. 1]



 

 

 


	
CREDIT SUISSE AG, NEW YORK BRANCH, as a Lender

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ Doreen Barr

	
 
	
Name: Doreen Barr

	
 
	
Title: Authorized Signatory

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ Komal Shah

	
 
	
Name: Komal Shah

	
 
	
Title: Authorized Signatory




 

[Signature Page – Amendment No. 1]



 

 

 


	
FIRST HORIZON BANK, as a Lender

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ Cathy Wind

	
 
	
Name: Cathy Wind

	
 
	
Title: SVP




 

 

[Signature Page – Amendment No. 1]



 

 

 


	
MUFG BANK, LTD., as a Lender

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ Kevin Wood

	
 
	
Name: Kevin Wood

	
 
	
Title: Director




 

 

[Signature Page – Amendment No. 1]



 

 

 


	
THE BANK OF NOVA SCOTIA, as a Lender

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ Arjun Talwalkar

	
 
	
Name: Arjun Talwalkar

	
 
	
Title: Director




 

 

[Signature Page – Amendment No. 1]



 

 

 


	
HANCOCK WHITNEY BANK, as a Lender

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ Michael Woodnorth

	
 
	
Name: Michael Woodnorth

	
 
	
Title: Vice President – Healthcare Banking




 

 

[Signature Page – Amendment No. 1]



 

 

 


	
BNP PARIBAS, as a Lender

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
By:
	
/s/ John Bosco

	
 
	
Name: John Bosco

	
 
	
Title: Managing Director




 


	
By:
	
/s/ David J. Foster

	
 
	
Name: David J. Foster

	
 
	
Title: Director




 

 

[Signature Page – Amendment No. 1]