EX-10.1 FIRST AMEND. TO TERM LOAN CREDIT AGRMT.



 




Exhibit 10.1




FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT




     This FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Amendment”) is made as of November
7, 2007 by and among (a) Medical Properties Trust, Inc. (“Holdings”), (b) MPT Operating
Partnership, L.P. (the “Borrower”), (c) JPMorgan Chase Bank, N.A. and KeyBank National Association,
as the Lenders party hereto, (d) JPMorgan Chase Bank, N.A. as Administrative Agent (in such
capacity, the “Administrative Agent”) for the Lenders, and (e) KeyBank National Association, as
Syndication Agent (in such capacity, the “Syndication Agent”).



     WHEREAS, Holdings, the Borrower, the Lenders, the Administrative Agent and the Syndication
Agent are parties to a Term Loan Credit Agreement dated as of August 9, 2007 (the “Loan
Agreement”), pursuant to which the Lenders made loans to the Borrower on the terms and conditions
set forth therein; and



     WHEREAS, the Borrower has requested that the Lenders extend the Maturity Date under the Loan
Agreement and the Lenders are willing to extend the Maturity Date under the Loan Agreement on the
terms and conditions set forth herein;



     NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and fully intending to
be legally bound by this Amendment, the parties hereto agree as follows:



     1. Definitions. Capitalized terms used herein without definition shall have the
meanings assigned to such terms in the Loan Agreement.



     2. Amendment to Loan Agreement. As of the Effective Date (as defined in §4 hereof)
the Loan Agreement is amended as follows:




     2.1. Maturity Date. The definition of “Maturity Date” set forth in Section 1.1
of the Loan Agreement is amended by deleting the date “November 9, 2007” set forth therein
and substituting the date “November 30, 2007” in place thereof.



     3. Provisions Of General Application.




     3.1. Representations and Warranties. Holdings and the Borrower hereby jointly
and severally represent and warrant as of the date hereof that (a) each of the
representations and warranties of Holdings and the Borrower contained in the Loan Agreement,
the other Loan Documents or in any document or instrument delivered pursuant to or in
connection with the Loan Agreement or this Amendment are true and correct in all material
respects as of the date as of which they were made and are true and correct in all material
respects at and as of



 









 





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the date of this Amendment (except to the extent (i) of changes resulting from transactions
contemplated or not prohibited by the Loan Agreement or the other Loan Documents, (ii) of
changes occurring in the ordinary course of business, or (iii) that such representations and
warranties relate expressly to an earlier date), (b) no Default or Event of Default exists
on the date hereof (before and after giving effect to this Amendment), and (c) this
Amendment has been duly authorized, executed and delivered by Holdings and the Borrower and
is in full force and effect as of the Effective Date, and the agreements and obligations of
Holdings and the Borrower contained herein constitute the legal, valid and binding
obligations of such Person, enforceable against it in accordance with its terms, subject
only to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
or other laws relating to or affecting generally the enforcement of creditors’ rights and to
the fact that the availability of the remedy of specific performance or injunctive relief is
subject to the discretion of the court before which any proceeding therefor may be brought.




     Holdings and the Borrower hereby further jointly and severally represent and warrant as
of the date hereof that the execution, delivery and performance of this Amendment are within
Holdings’ and the Borrower’s corporate or partnership powers, as applicable, have been
authorized by all necessary corporate or partnership action, as applicable, and do not and
will not (a) require the consent or approval of its shareholders or partners, as applicable,
or such consent or approval has been obtained, (b) contravene either its certificate of
incorporation, by-laws, certificate of limited partnership or agreement of limited
partnership, as applicable, (c) violate any Requirement of Law or Contractual Obligation of
Holdings or the Borrower, or (d) result in, or require, the creation or imposition of any
Lien on any of the respective properties or revenues of Holdings or the Borrower pursuant to
any Requirement of Law or Contractual Obligation (other than the Liens created by the
Security Documents).




     3.2. No Other Changes. Except as otherwise expressly provided or contemplated
by this Amendment, all of the terms, conditions and provisions of the Loan Agreement remain
unaltered and in full force and effect. The Loan Agreement and this Amendment shall be read
and construed as one agreement. The making of the modifications in this Amendment does not
imply any obligation or agreement by the Administrative Agent or any Bank to make any other
amendment, waiver, modification or consent as to any matter on any subsequent occasion.
This Amendment shall be a Loan Document under the Loan Agreement.




     3.3. Governing Law. This Amendment shall be deemed to be a contract under the
laws of the State of New York. This Amendment and the rights and obligations of each of the
parties hereto are contracts under the laws of the State of New York and shall for all
purposes be construed in accordance with and governed by the laws of such State (excluding
the laws applicable to conflicts or choice of law).



 









 




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     3.4. Assignment. This Amendment shall be binding upon and inure to the benefit
of each of the parties hereto and their respective permitted successors and assigns.




     3.5. Counterparts. This Amendment may be executed in any number of
counterparts, but all such counterparts shall together constitute but one and the same
agreement. In making proof of this Amendment, it shall not be necessary to produce or
account for more than one counterpart thereof signed by each of the parties hereto.
Delivery of an executed counterpart of this Amendment by facsimile or other electronic
transmission, with confirmation of receipt or record of transmission, shall be effective as
delivery of a manually executed counterpart of this Amendment.



     4. Effectiveness of this Amendment. This Amendment shall become effective on the date
on which the following conditions precedent are satisfied (such date being hereinafter referred to
as the “Effective Date”):




     (a) Execution and delivery to the Administrative Agent of this Amendment by each of the
Lenders, Holdings, the Borrower and the Administrative Agent.




     (b) Execution and delivery to the Administrative Agent of a secretary’s certificate of
Holdings and the Borrower (i) either confirming that there have been no changes to its
organizational documents since August 9, 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) either certifying as to resolutions and incumbency of officers or certifying that the
resolutions attached to and the incumbency certification set forth in its secretary’s
certificate dated as of August 9, 2007 and delivered to the Administrative Agent remain
unchanged and in full force and effect.




     (c) Delivery to the Administrative Agent by the Guarantors of the Reaffirmation of the
Guarantee and Collateral Agreement attached hereto.



[Remainder of page left blank intentionally]




 









 








     IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Amendment as of the
date first set forth above.



	 	 	 	 	 
	 	MEDICAL PROPERTIES TRUST, INC.

 	 
	 	By:  	/s/ R. Steven Hamner
 	 
	 	 	Name:  	R. Steven Hamner 	 
	 	 	Title:  	Executive Vice President and CFO 	 
	 
	 	MPT OPERATING PARTNERSHIP, L.P.

 	 
	 	By:  	/s/ R. Steven Hamner
 	 
	 	 	Name:  	R. Steven Hamner 	 
	 	 	Title:  	Executive Vice President and CFO 	 
	 



Signature Page for First Amendment to Term Loan Credit Agreement




 









 






	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as Administrative

Agent and as a Lender

 	 
	 	By:  	/s/ Vanessa Chiu
 	 
	 	 	Name:  	Vanessa Chiu 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page for First Amendment to Term Loan Credit Agreement




 









 






	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION, as Syndication Agent
and as a Lender

 	 
	 	By:  	/s/ Laura Conway
 	 
	 	 	Name:  	Laura Conway 	 
	 	 	Title:  	Vice President 	 



Signature Page for First Amendment to Term Loan Credit Agreement




 









 






	 	 	 	 	 


Each of the undersigned Guarantors, being the Guarantors under the Guarantee and Collateral
Agreement dated as of August 9, 2007 in favor of the Administrative Agent (the “Guarantee and
Collateral Agreement”), hereby acknowledges the foregoing First Amendment to Term Loan Credit
Agreement and reaffirms its guaranty of the Guarantor Obligations (as defined in Guarantee and
Collateral Agreement) under the Loan Agreement and the other Loan Documents, each as modified
hereby or in connection herewith, in accordance with the Guarantee and Collateral Agreement.




	 	 	 	 	 	 	 	 	 
	 	 	MEDICAL PROPERTIES TRUST, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ R. Steven Hamner	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: R. Steven Hamner	 	 
	 	 	 	 	Title: Executive Vice President and CFO	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	MPT OF REDDING, LLC

MPT OF CHINO, LLC

MPT OF SHERMAN OAKS, LLC

MPT OF BUCKS COUNTY, LLC

MPT OF VICTORVILLE, LLC

MPT OF BLOOMINGTON, LLC

MPT OF COVINGTON, LLC

MPT OF DENHAM 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	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	MPT OPERATING PARTNERSHIP, L.P., its sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ R. Steven Hamner	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 	Name: R. Steven Hamner	 	 
	 	 	 	 	Title: Executive Vice President and CFO	 	 






Signature Page for First Amendment to Term Loan Credit Agreement




 









 






	 	 	 	 	 	 	 	 	 
	 	 	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	 	 






Signature Page for First Amendment to Term Loan Credit Agreement




 









 






	 	 	 	 	 	 	 	 	 
	 	 	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 LA PALMA, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	MPT OF LA PALMA, LLC, its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	MPT OPERATING PARTNERSHIP, L.P., its sole
member	 	 






Signature Page for First Amendment to Term Loan Credit Agreement




 









 






	 	 	 	 	 	 	 	 	 
	 	 	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	 	 






Signature Page for First Amendment to Term Loan Credit Agreement




 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	MPT OF INGLEWOOD, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	MPT OF INGLEWOOD, LLC, its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	MPT OPERATING PARTNERSHIP, L.P., its sole
member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/ R. Steven Hamner	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 	R. Steven Hamner	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	Executive Vice President
and CFO of MPT
Operating Partnership, L.P.	 	 






Signature Page for First Amendment to Term Loan Credit Agreement