exv4w2





Exhibit
4.2



 

 






Healthcare Realty Trust Incorporated




and




Regions Bank 




as Trustee




 






Third Supplemental Indenture




Dated as of December 4, 2009




 






Supplement to Indenture dated as of May 15, 2001




 

 






 









 












Third Supplemental Indenture




     Third Supplemental Indenture, dated as of December 4, 2009, between Healthcare
Realty Trust Incorporated, a Maryland corporation (hereinafter called the “Company”), having
its principal office at 3310 West End Avenue, Suite 700, Nashville, Tennessee 37203, and
Regions Bank, an Alabama banking corporation, as Trustee (hereafter called the
“Trustee”), having a Corporate Trust Office at 315 Deaderick St., 4th Floor, Nashville,
Tennessee 37237, as Trustee under the Indenture (as hereinafter defined).



Recitals




     Whereas, the Company and the Trustee are parties to an Indenture, dated as of May 15,
2001, a copy of which is attached hereto as Exhibit A and which is incorporated herein by
reference (hereinafter called the “Indenture”) providing for the issuance by the Company from time
to time of its senior debt securities evidencing its unsecured and unsubordinated indebtedness (the
“Securities”);



     Whereas, the Company desires to issue a series of senior debt securities under the
Indenture designated as its 6.50% Senior Notes due 2017 (the “Notes”), and has duly authorized the
creation of the Notes and the execution and delivery of this Third Supplemental Indenture to modify
the Indenture and provide certain additional provisions as hereinafter described; and



     Whereas, the Company and the Trustee deem it advisable to enter into this Third
Supplemental Indenture for the purposes of providing for the rights, obligations and duties of the
Company and the Trustee with respect to the Notes and to set forth certain specific provisions with
respect thereto.



     Now, Therefore, This Third Supplemental Indenture Witnesseth:



     For and in consideration of the premises, the Company and the Trustee covenant and agree, for
the equal and proportionate benefit of all Holders of the Notes, as follows:



Article One




Relation to Indenture; Definitions




     Section 1.01. This Third Supplemental Indenture constitutes an integral part of the Indenture.



     Section 1.02. Pursuant to Section 301(25) of the Indenture, so long as any of the Notes are
Outstanding, the following definitions shall be applicable to the Notes, be included as defined
terms with respect to the Notes for all purposes and, to the extent inconsistent with the
definition of such term contained in Section 101 of the Indenture, shall replace such definition
with respect to the Notes:



     “Annual Consolidated Interest Expense” for any twelve-month period means the Consolidated
Interest Expense for such period in accordance with GAAP.



 









 





     “Capital Lease” means at any time a lease with respect to which the lessee is required
concurrently to recognize the acquisition of any asset and the incurrence of a liability in
accordance with GAAP.



     “Capitalized Lease Obligations” means, with respect to any Person and a Capital Lease, the
amount of the obligation of such Person as the lessee under such Capital Lease which would, in
accordance with GAAP, appear as a liability on a balance sheet of such Person.



     “Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed
that would be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Notes.



     “Comparable Treasury Price” means (i) the average of five Reference Treasury Dealer Quotations
for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer
Quotations, or (ii) if the Independent Investment Banker obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.



     “Consolidated Income Available for Debt Service” for any period means Earnings from Operations
plus amounts which have been deducted, and minus amounts which have been added, for (i)
Consolidated Interest Expense, (ii) provision for taxes of the Company and its Subsidiaries based
on income, (iii) amortization (other than amortization of debt discount) and depreciation, (iv)
provisions for gains and losses from sales or joint ventures, (v) increases in deferred taxes and
other non-cash items, (vi) charges resulting from a change in accounting principles, and (vii)
charges for early extinguishment of debt.



     “Consolidated Interest Expense” means, for any period, and without duplication, all interest
(including the interest component of rentals on capitalized leases, letter of credit fees,
commitment fees and other like financial charges) and all amortization of debt discount on all Debt
(including, without limitation, payment-in-kind, zero coupon and other like securities) of the
Company and its Subsidiaries, but excluding legal fees, title insurance charges and other
out-of-pocket fees and expenses incurred in connection with the issuance of Debt, all determined in
accordance with GAAP, and the amount of dividends which are payable during such period in respect
of any Disqualified Stock.



     “Consolidated Net Income” for any period means the amount of net income (or loss) of the
Company and its Subsidiaries for such period determined in accordance with GAAP after eliminating
intercompany accounts and transactions.



     “Corporate Trust Office” means the office of the Trustee at which, at any particular time, its
service as Trustee hereunder shall be principally administered, which office at the date hereof is
located at 315 Deaderick St., 4th Floor, Nashville, Tennessee 37237 and, for purposes of
the Place of Payment provisions of Sections 305 and 1002 of the Indenture, is located at 315
Deaderick St., 4th Floor, Nashville, Tennessee 37237.



     “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which
by the terms of such Capital Stock (or by the terms of any security into which it is convertible or
for



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which it is exchangeable or exercisable), upon the happening of any event or otherwise (i)
matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other
than Capital Stock which is redeemable solely in exchange for common stock), (ii) is convertible
into or exchangeable or exercisable for Debt or Disqualified Stock or (iii) is redeemable at the
option of the holder thereof, in whole or in part (other than Capital Stock which is redeemable
solely in exchange for Capital Stock which is not Disqualified Stock or the redemption price of
which may, at the option of such Person, be paid in Capital Stock which is not Disqualified Stock),
in each case on or prior to the Stated Maturity of the Notes.



     “Earnings from Operations” for any period means the net earnings determined in accordance with
GAAP, excluding gains and losses on sales of investments, extraordinary items and property
valuation losses.



     “Independent Investment Banker” means either J.P. Morgan Securities Inc. or Banc of America
Securities LLC, as specified by the Company, or, if these firms are unwilling or unable to select
the Comparable Treasury Issue, an independent investment banking institution of national standing
appointed by the Company.



     “Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security
interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other
secured party to or of such Person under any conditional sale or other title retention agreement or
Capital Lease, upon or with respect to any property or asset of such Person (including, in the case
of stock, stockholder agreements, voting trust agreements and all similar arrangements).



     “Make-Whole Amount” means, in connection with any optional redemption or accelerated payment
of any Notes, the excess, if any, of (i) the sum of the present values as of the date of such
redemption or accelerated payment of the remaining scheduled payments of principal and interest on
the Notes to be redeemed or repaid (not including any portion of such payments of interest accrued
to the date of redemption or repayment) discounted to the date of redemption on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate
(determined on the third Business Day preceding the date such notice of redemption is given or
declaration of acceleration is made) plus 50 basis points, over (ii) 100% of the principal amount
of Notes then outstanding to be redeemed or repaid ( the “Outstanding Principal Amount”).



     “Mortgage Debt” means Debt of the Company or any Subsidiary secured by a Lien on one or more
parcels of their real property.



     “Notes” means the Company’s 6.50% Senior Notes due 2017.



     “Reference Treasury Dealer” means (i) J.P. Morgan Securities Inc. and Banc of America
Securities LLC and their respective successors, provided, however, that if either of the foregoing
shall cease to be a primary U.S. government securities dealer in New York City (a “Primary Treasury
Dealer”), the Company will substitute therefor another Primary Treasury Dealer and (ii) any three
other Primary Treasury Dealers selected by the Company after consultation with the Independent
Investment Banker.



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     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Independent Investment Banker, of the
bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.



     “Secured Debt” means Debt secured by any mortgage, trust deed, deed of trust, deed to secure
debt, security agreement, pledge, conditional sale or other title retention agreement, capitalized
lease, or other like agreement granting or conveying security title to or a security interest in
real property or other tangible assets, other than those relating to intercompany debt. For
purposes hereof, such Debt shall become Secured Debt at the time it first becomes secured by
execution of any of the documents, instruments or agreements described in the immediately preceding
sentence.



     “Total Assets” as of any date means the sum of (i) Undepreciated Real Estate Assets and (ii)
all other assets of the Company determined in accordance with GAAP (but excluding intangibles).



     “Total Unencumbered Assets” as of any date means the sum of (i) those Undepreciated Real
Estate Assets not securing any portion of Secured Debt and (ii) all other assets of the Company and
its Subsidiaries not securing any portion of Secured Debt determined in accordance with GAAP (but
excluding intangibles) after eliminating intercompany accounts and transactions.



     “Treasury Rate” means, with respect to any Redemption Date:




	 	•	 	the yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated “H.15(519)” or any successor publication which is published weekly by
the Board of Governors of the Federal Reserve System and which establishes yields
on actively traded U.S. Treasury securities adjusted to constant maturity under the
caption “Treasury Constant Maturities,” for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months before or after
the remaining term of the Notes to be redeemed, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or extrapolated from such
yields on a straight line basis, rounding to the nearest month); or
	 
	 	•	 	if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per annum
equal to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue, calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such
Redemption Date.





     “Undepreciated Real Estate Assets” as of any date means the cost (original cost plus capital
improvements) of any real estate assets of the Company and its Subsidiaries on such date, before
depreciation and amortization, determined on a consolidated basis in accordance with GAAP.



     “Unsecured Debt” means at any time the aggregate unpaid principal amount of all Debt of the
Company and its Subsidiaries other than (i) Debt of a Subsidiary owing to the Company or to a
Wholly-Owned Subsidiary, (ii) Mortgage Debt and (iii) Secured Debt.



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     “Wholly-Owned Subsidiary” means, at any time, any Subsidiary 100% of all of the equity
interests (except directors’ qualifying shares) and voting interests and all Debt of which are
owned by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries at such
time.



Article Two




Creation of the Notes




     Section 2.01. Pursuant to the terms hereof and the Indenture, the Company hereby creates a
series of its Notes known as the “6.50% Senior Notes due 2017” each of which shall be deemed
Securities for all purposes of the Indenture.



     Section 2.02. The definitive form of the Notes shall be substantially in the form set forth in
Exhibit B attached hereto, which is incorporated herein and made part hereof.



     Section 2.03. (a) The Notes will bear interest at a rate of 6.50% per annum, from December 4,
2009 or from the immediately preceding Interest Payment Date (as defined below) to which interest
has been paid or duly provided for, payable semi-annually in arrears on January 17 and July 17 of
each year, commencing July 17, 2010 (each, an “Interest Payment Date”), to the Person in whose name
such Note is registered at the close of business on January 2 or July 2 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date (each, a “Regular Record
Date”). Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve
30-day months.



     (b) The interest so payable on any Note which is not punctually paid or duly provided for on
any Interest Payment Date (“Defaulted Interest”) shall forthwith cease to be payable to the Person
in whose name such Note is registered on the relevant Regular Record Date, and such Defaulted
Interest shall instead be payable either (i) to the Person in whose name such Note is registered on
the Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice of which shall be given to the Holder of such Note not less than ten days prior to such
Special Record Date or (ii) may be paid at any time in any other lawful manner in accordance with
the Indenture.



     (c) If any Interest Payment Date or Stated Maturity falls on a day that is not a Business Day,
the required payment shall be made on the next Business Day as if it were made on the date such
payment was due and no interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date or Stated Maturity, as the case may be.



     (d) The Notes will mature on January 17, 2017.



     Section 2.04. The Notes shall initially not exceed $300,000,000 in aggregate principal amount,
and may, upon the execution and delivery of this Third Supplemental Indenture or from time to time
thereafter, be executed by the Company and delivered to the Trustee for authentication, and the
Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the
Company, signed by its President or a Vice President and by its Treasurer or an Assistant Treasurer
or its Secretary or an Assistant Secretary, without further action by the Company. The series of
Securities comprised of the Notes may be reopened and additional Notes forming a part of the same
series may be issued in the future.



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     Section 2.05. The Trustee’s certificate of authentication to be borne by the Notes shall be
substantially of the tenor and purport as provided in the Indenture.



     Section 2.06. The Notes may be redeemed at any time in whole or from time to time in part, at
the option of the Company, at a redemption price equal to the sum of (i) the Outstanding Principal
Amount, (ii) accrued and unpaid interest on the Outstanding Principal Amount and (iii) the
Make-Whole Amount, if any (the “Redemption Price”). The Company shall calculate the Redemption
Price to be paid pursuant to this Section 2.06 and, together with any notice of redemption required
by Section 1102 of the Indenture, shall provide the Trustee an Officer’s Certificate setting forth
the Redemption Price, upon which Certificate the Trustee shall be entitled to rely.



     Section 2.07. The Place of Payment where the Notes may be presented or surrendered for
payment, where the Notes may be surrendered for registration of transfer or exchange and where
notices and demands to and upon the Company in respect of the Notes and the Indenture may be served
shall be in the City of Nashville, Tennessee, and the office or agency for such purpose shall
initially be located at 315 Deaderick St., 4th Floor, Nashville, Tennessee 37237.



     Section 2.08. Payment of the principal of and interest on the Notes will be made at the office
or agency of the Company maintained for that purpose (which shall initially be an office or agency
of the Trustee), in Dollars; provided, however, that, at the option of the Company, payments of
principal and interest on the Notes (other than payments of principal and interest due at Stated
Maturity) may be made (i) by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or (ii) by wire transfer to an account maintained by
the Person entitled thereto located within the United States, provided, that such Person owns Notes
in an aggregate principal amount of at least $1,000,000 and such Person makes a written request
therefor for the appropriate Interest Payment Date.



     Section 2.09. Principal and interest on the Notes shall be payable in Dollars.



     Section 2.10. The Notes shall be issuable and transferable in fully registered form as
Registered Securities, without coupons. The Notes shall each be issued in global form. The
depository for the Notes shall be The Depository Trust Company (“DTC”). The Notes shall not be
issuable in definitive form except as provided in the Indenture.



     Section 2.11. The Trustee shall initially serve as Registrar and Paying Agent for the Notes.



     Section 2.12. The provisions of Section 1402 and 1403 of the Indenture, together with the
other provisions of Article Fourteen of the Indenture, shall be applicable to the Notes. The
provisions of Section 1403 of the Indenture shall apply to the covenants set forth in Article Four
of this Third Supplemental Indenture and to those covenants specified in Section 1403 of the
Indenture.



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Article Three




Appointment of the Trustee for the Notes




     Section 3.01. Pursuant and subject to the Indenture, the Company hereby appoints the Trustee
as trustee to act on behalf of the Holders of the Notes, effective upon execution and delivery of
this Third Supplemental Indenture. By execution, acknowledgement and delivery of this Third
Supplemental Indenture, the Trustee hereby accepts appointment as trustee with respect to the
Notes, and agrees to perform such trusts upon the terms and conditions in the Indenture and in this
Third Supplemental Indenture set forth.



     Section 3.02. Any rights, powers, duties and obligations by any provisions of the Indenture
conferred or imposed upon the Trustee shall, insofar as permitted by law, be conferred or imposed
upon and exercised or performed by the Trustee with respect to the Notes.



Article Four




Covenants of the Company




     The covenants provided for by Article Ten of the Indenture will be applicable to the Notes.
In addition, pursuant to Section 301(15) of the Indenture, so long as any of the Notes are
Outstanding, the Company covenants and agrees as follows:



     Section 4.01. Limitations on Incurrence of Total Debt. The Company will not, and will not
permit any Subsidiary to, incur any Debt if, immediately after giving effect to the incurrence of
such additional Debt and the application of the proceeds thereof, the aggregate principal amount of
all outstanding Debt of the Company and its Subsidiaries (determined on a consolidated basis in
accordance with GAAP) is greater than 60% of the sum of (without duplication) (i) the Total Assets
of the Company and its Subsidiaries as of the end of the calendar quarter covered in the Company’s
Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently
filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the
Trustee) prior to the incurrence of such additional Debt and (ii) the purchase price of any real
estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds
received (to the extent that such proceeds were not used to acquire real estate assets or mortgages
receivable or used to reduce Debt), by the Company or any Subsidiary since the end of such calendar
quarter, including those proceeds obtained in connection with the incurrence of such additional
Debt.



     Section 4.02. Limitation on Incurrence of Debt Secured by any Lien. The Company will not, and
will not permit any Subsidiary to, incur any Debt secured by any Lien upon any of the property of
the Company or any Subsidiary if, immediately after giving effect to the incurrence of such
additional Debt and the application of the proceeds thereof, the aggregate principal amount of all
outstanding Debt of the Company and its Subsidiaries (determined on a consolidated basis in
accordance with GAAP) which is secured by any Lien on property of the Company or any Subsidiary is
greater than 40% of the sum of (without duplication) (i) the Total Assets of the Company and its
Subsidiaries as of the end of the calendar quarter covered in the Company’s Annual Report on Form
10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission
(or, if such filing is not permitted



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under the Exchange Act, with the Trustee) prior to the incurrence of such additional Debt and (ii)
the purchase price of any real estate assets or mortgages receivable acquired, and the amount of
any securities offering proceeds received (to the extent that such proceeds were not used to
acquire real estate assets or mortgages receivable or used to reduce Debt), by the Company or any
Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection
with the incurrence of such additional Debt.



     Section 4.03. Maintenance of Total Unencumbered Assets. The Company and its Subsidiaries will
not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding
principal amount of the Unsecured Debt of the Company and its Subsidiaries on a consolidated basis.



     Section 4.04. Debt Service Coverage. The Company will not, and will not permit any Subsidiary
to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the
Consolidated Interest Expense for the four consecutive fiscal quarters most recently ended prior to
the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro
forma basis after giving effect thereto and to the application of the proceeds therefrom, and
calculated on the assumption that (i) such Debt and any other Debt incurred by the Company and its
Subsidiaries since the first day of such four-quarter period and the application of the proceeds
therefrom, including to refinance other Debt, had occurred at the beginning of such period; (ii)
the repayment or retirement of any other Debt by the Company and its Subsidiaries since the first
day of such four-quarter period had been repaid or retired at the beginning of such period (except
that, in making such computation, the amount of Debt under any revolving credit facility shall be
computed based upon the average daily balance of such Debt during such period); (iii) in the case
of Acquired Debt or Debt incurred in connection with any acquisition since the first day of such
four-quarter period, the related acquisition had occurred as of the first day of such period with
the appropriate adjustments with respect to such acquisition being included in such pro forma
calculation; and (iv) in the case of any acquisition or disposition by the Company or its
Subsidiaries of any asset or group of assets since the first day of such four-quarter period,
whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or
disposition or any related repayment of Debt had occurred as of the first day of such period with
the appropriate adjustments with respect to such acquisition or disposition being included in such
pro forma calculation.



Article Five




Miscellaneous




     Section 5.01. Each and every term and condition contained in the Indenture shall apply to this
Third Supplemental Indenture with the same force and effect as if the same were herein set forth in
full, with such omissions, variations and modifications thereof as may be appropriate to make the
same conform to this Third Supplemental Indenture. As supplemented by this Third Supplemental
Indenture, the Indenture shall be read, taken and construed as one and the same instrument;
provided, however, that the rights, duties and obligations of the Trustee in this Third
Supplemental Indenture shall be limited to those matters expressly relating to the Notes. The
permissive rights of the Trustee to take any action under this Third Supplemental Indenture or the
Indenture shall not be construed as duties.



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     Section 5.02. Nothing contained in this Third Supplemental Indenture shall be construed to
confer upon any person other than a Holder of the Notes, the Company and the Trustee any right or
interest to avail itself or himself, as the case may be, of any benefit under any provision of the
Indenture or this Third Supplemental Indenture.



     Section 5.03. All capitalized terms which are used herein and not otherwise defined herein are
defined in the Indenture and are used herein with the same meanings as set forth in the Indenture.



     Section 5.04. This Third Supplemental Indenture shall be effective as of the date first above
written and upon the execution and delivery hereof by each of the parties hereto.



     Section 5.05. This Third Supplemental Indenture shall be governed by, and construed in
accordance with, the laws of the State of New York.



     Section 5.06. This Third Supplemental Indenture may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original but all such counterparts shall
together constitute but one and the same instrument.



     Section 5.07. This Third Supplemental Indenture shall cease to be of further effect upon
compliance with Section 401 of the Indenture with respect to the Notes created hereby.



     Section 5.08. The provisions of this Third Supplemental Indenture shall only be applicable
with respect to, and govern the terms of, the Notes and shall not apply to any other Securities
that may be issued by the Company under the Indenture.



     Section 5.09. In case any one or more of the provisions contained in this Third Supplemental
Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect any other provisions
of this Third Supplemental Indenture or of the Notes, but this Third Supplemental Indenture and the
Notes shall be construed as if such invalid, illegal or unenforceable provision had never been
contained herein or therein.



(signature page follows)




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     In Witness Whereof, the parties hereto have caused this Third Supplemental Indenture
to be duly executed by their respective officers hereunto duly authorized, all as of the day and
year first above written.



	 	 	 	 	 
	 	Healthcare Realty Trust Incorporated

 	 
	Dated:  December 4, 2009 	By:  	 	 
	 	 	Name:  	Scott W. Holmes 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 
	 	Regions Bank, as Trustee

 	 
	Dated:  December 4, 2009 	By:  	 	 
	 	 	Name:  	Caroline Oakes 	 
	 	 	Title:  	Senior Vice President 	 



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Acknowledgment



State of Tennessee



) SS:



County of Davidson





     On the fourth day of December, 2009, before me personally came Scott W. Holmes, to me known,
who, being by me duly sworn, did depose and say that he is the Executive Vice President and Chief
Financial Officer of Healthcare Realty Trust Incorporated, one of the parties described in
and which executed the foregoing instrument, and that he signed his name thereto by authority of
the Board of Directors.



[Notarial Seal]




                                                            

Notary Public

Commission Expires



State of Tennessee



) SS:



County of Davidson




     On the ___ day of ___, 2009, before me personally came                     , to me known, who,
being by me duly sworn, did depose and say that he/she is a                      of Regions Bank,
one of the parties described in and which executed the foregoing instrument, and that he/she signed
his/her name thereto by authority of the Board of Directors.



[Notarial Seal]




                                                            

Notary Public

Commission Expires





11









 








Exhibit A




Indenture




     
Incorporated by reference to the exhibit to the Company’s Form 8-K filed with the Securities and Exchange
Commission on May 17, 2001.



 









 





Exhibit B




Form of Note




[Form of Face of Note]




     Unless this Note is presented by an authorized representative of The Depository Trust
Company, a New York Corporation (“DTC”), to the Company or its agent for registration of transfer,
exchange or payment and any Note issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized representative of DTC), any transfer,
pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.



     Except as otherwise provided in Section 305 of the Indenture, this Security may be
transferred, in whole but not in part, only to another nominee of the depositary or to a successor
depositary or to a nominee of such successor depositary.



Healthcare Realty Trust Incorporated




6.50% Senior Note due 2017




			
	 	 	 
	No. ___	 	[Date] 
	$                    
	 	CUSIP: 42225B AA4






     For Value Received, the undersigned, Healthcare Realty Trust Incorporated
(herein called the “Company”), a corporation organized and existing under the laws of the State of
Maryland, hereby promises to pay to Cede & Co., or registered assigns, the principal sum
of                                          Dollars on                     , with interest (computed on the
basis of a 360-day year of twelve 30-day months) at the rate of 6.50% per annum (a) on the unpaid
balance thereof from the date hereof, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, payable semi-annually in arrears on January 17 and
July 17 each year, commencing July 17, 2010, until the principal hereof shall have become due and
payable, and (b) to the extent permitted by law on any overdue payment (including any overdue
prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole
Amount, payable semi-annually as aforesaid. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture referred to below, be
paid to the Person in whose name this Note is registered at the close of business on January 2
or July 2 (whether or not a Business Day), as the case may be, preceding such Interest
Payment Date.



     Payments of principal of, interest on and any Make Whole Amount with respect to this Note are
to be made in Dollars at the principal office of Regions Bank (herein called the “Trustee,” which
term includes any successor trustee under the Indenture with respect to the series of which this
Note is a part)



 









 







in Nashville, Tennessee or at such other place as the Company shall have designated by written
notice to the holder of this Note as provided in the Indenture referred to below.



     This Note is one of a series of 6.50% Senior Notes due 2017 (herein called the “Notes”) issued
pursuant to the Third Supplemental Indenture, dated as of December 4, 2009 (as from time to time
supplemented or amended, the “Third Supplemental Indenture”), and the related Indenture dated as of
May 15, 2001 (as from time to time supplemented or amended, and as amended by the Third
Supplemental Indenture, the “Indenture”), each between the Company and the Trustee, and is entitled
to the benefits thereof. All terms used in this Note not defined herein which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.



     This Note is a registered Note and, as provided in the Indenture, upon surrender of this Note
for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer
duly executed, by the registered holder hereof or such holder’s attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and registered in the name of,
the transferee. Prior to due presentment for registration of transfer, the Company may treat the
person in whose name this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Company will not be affected by any notice to the
contrary.



     The Company will make required prepayments of principal on the dates and in the amounts
specified in the Indenture. This Note may be redeemed at the option of the Company, in whole at
any time or from time to time in part, upon the payment of the Redemption Price with respect to
that part of the Note to be redeemed.



     If an Event of Default occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Indenture.



     This Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of New York excluding choice-of-law principles of the
law of such State that would require the application of the laws of a jurisdiction other than such
State.



     This Note shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been executed by the Trustee under the Indenture referred to
herein.



 









 





     In Witness Whereof, Healthcare Realty Trust Incorporated has caused this instrument
to be duly executed.



     Dated:



	 	 	 	 	 
	 	Healthcare Realty Trust Incorporated

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Attest:
 	 
	 	By:  	 	 
	 	 	Rita Hicks Todd, Secretary 	 
	 	 	 	 
	 



	 	 	 	 	 
	Certificate of Authentication



This is one of the Securities of the series

designated therein referred to in the

within-mentioned Indenture.




Regions Bank, as Trustee

 	 
	By:  	 	 
	 	Authorized Signatory 	 
	 	 	 
	 




 











 





[Reverse of Note]




6.50% SENIOR NOTE DUE 2017




     This Note is one of a duly authorized issue of securities of the Company designated as the
6.50% Senior Notes due 2017, issued and to be issued in one or more series under the Indenture
between the Company and the Trustee, to which the Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms
upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the
series designated on the first page hereof, initially limited in aggregate principal amount to
$300,000,000.00.



     The covenants set forth in Article Four of the Third Supplemental Indenture and Article Ten of
the Indenture shall be fully applicable to this Note.



     The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of
the Company on this Note and (b) certain restrictive covenants and the related defaults and Events
of Default applicable to the Company, in each case, upon compliance by the Company with certain
conditions set forth in the Indenture, which provisions apply to this Note.



     If any Event of Default with respect to the Notes of this series shall occur and be
continuing, the principal of, accrued interest and the Make-Whole Amount, if any, on, the Notes of
this series may be declared due and payable in the manner and with the effect provided in the
Indenture.



     As provided in and subject to the provisions of the Indenture, the Holder of this Note shall
not have the right to institute any proceeding with respect to the Indenture or for the appointment
of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event of Default with respect to the
Notes of this series, the Holders of not less than 25% in principal amount of the Notes of this
series at the time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee, offered the Trustee
reasonable indemnity, and the Trustee shall not have received from the Holders of not less than a
majority in principal amount of Notes of this series at the time Outstanding a direction
inconsistent with such request, and the Trustee shall have failed to institute any such proceeding
for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Note for the enforcement of any payment of
principal hereof (and the Make-Whole Amount, if any) or any interest thereon on or after the
respective due dates expressed herein.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be effected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in principal amount of the
Securities of each series at the time Outstanding affected thereby. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note
shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of
any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Note.



 









 





     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of, Make-Whole Amount, if any, on, and interest on this Note at the times, place and
rate, and in the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in any Place of Payment where the
principal of, Make-Whole Amount, if any, on, and interest on this Note are payable, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Notes of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees.



     The Notes of this series are issuable only in registered form without coupons in denominations
of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal
amount of Notes of this series and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary.



     Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused “CUSIP” numbers to be printed on the Notes of this series as a
convenience to the Holders of such Notes. No representation is made as to the correctness or
accuracy of such CUSIP numbers as printed on the Notes, and reliance may be placed only on the
other identification numbers printed hereon.



[REMAINDER OF PAGE INTENTIONALLY BLANK]





 









 








Abbreviations




     The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ten Com	 	-	 	as tenants in common	 	 
	Ten Ent	 	-	 	as tenants by the entireties	 	 
	JT Ten	 	-	 	as joint tenants with right of survivorship and not as tenants in common	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Unif Gift Min Act -	 	 	 	 	 	Custodian	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	(Cust)
	 	 	 	(Minor)





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Under Uniform Gifts to Minor Act  	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(State)	 	 	 	 	 	 






     Additional abbreviations may also be used though not in the above list



 









 





Assignment Form




     To assign this Note, fill in the form below:



     For Value Received, the undersigned hereby sell(s), assign(s) and transfer(s) unto


 




[Please insert Social Security or other Identifying number of Assignee]



 



 




[Please print or type name and address including zip code, of Assignee]



 



 



the within Note and all rights thereunder, hereby irrevocably constituting and appointing such
person attorney to transfer such Note on the books of the Company, with full power of substitution
in the premises.





	Notice: 	 	The signature to this assignment must correspond with
the name as written upon the face of the within Note in
every particular without alteration or enlargement or any
change whatsoever.





	 	 	 	 	 
	Your Signature:

	 	 	 	 
	 

	 	 	 
	 

	 	(Sign exactly as your name appears on the other side of this Note)	 	 






Signature Guarantee:



	 	 	 	 	 
	 	 	 
	(Authorized Officer)

Signature must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or similar program.

 	 	 



 









 






	 	 	 	 	 



Schedule A




Schedule of Principal Amount





     The initial principal amount of this Global Note shall be $_______________. The following
increases or decreases in the principal amount of this Global Note have been made:



	 	 	 	 	 	 	 	 	 
	Amount of 	 	Amount of 	 	 	 	Signature of 	 	Date of 
	decrease in 	 	increase in 	 	 	 	authorized 	 	exchange 
	principal 	 	principal 	 	Principal 	 	officer of 	 	following such 
	amount of this 	 	amount of this 	 	amount of this 	 	Trustee or 	 	decrease or 
	Global Note	 	Global Note	 	Global Note	 	Notes Custodian	 	increase