EX-10.1



 EXHIBIT 10.1 

FIRST AMENDMENT TO CREDIT AGREEMENT 

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 24, 2016, is by and among
UNIVERSAL HEALTH REALTY INCOME TRUST, a real estate investment trust organized under the laws of the State of Maryland (the “Company”), the Subsidiary Guarantors party hereto, the Lenders party hereto and WELLS FARGO BANK,
NATIONAL ASSOCIATION, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in
the Credit Agreement (as hereinafter defined). 
 W I T N E S S E T H 

WHEREAS, the Company, the Subsidiary Guarantors, certain banks and financial institutions from time to time party thereto (the
“Lenders”) and the Administrative Agent are parties to that certain Credit Agreement, dated as of March 27, 2015 (as amended, modified, extended, restated, replaced or supplemented from time to time, the “Credit
Agreement”); 
 WHEREAS, the Company has requested that (a) the Administrative Agent and the Required Lenders amend the
Credit Agreement to make certain modifications as more specifically set forth in this Amendment and (b) certain Lenders (individually, an “Incremental Lender” and collectively, the “Incremental Lenders”)
provide an increase to the Revolving Committed Amount in aggregate principal amount equal to $65,000,000 (the “Revolver Increase”); and 

WHEREAS, (a) the Administrative Agent and the Required Lenders are willing to amend the Credit Agreement and (b) the
Incremental Lenders are willing to provide the Revolver Increase, in each case in accordance with and subject to the terms and conditions set forth herein. 

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 
 ARTICLE I 

AMENDMENTS TO CREDIT AGREEMENT 

1.1 Amendment to Section 2.1(a) of the Credit Agreement. The reference to “ONE HUNDRED EIGHTY FIVE MILLION DOLLARS
($185,000,000)” appearing in the first sentence of clause (a) in Section 2.1 of the Credit Agreement is hereby amended to read “TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000)” For the avoidance of doubt, it is
understood and agreed by the parties hereto that the Incremental Increase Amount available to the Company pursuant to Section 2.2 of the Credit Agreement shall continue to $50,000,000 after giving effect to this Amendment, and that such
amount is not otherwise reduced as a result of the Revolver Increase provided for hereunder. 
 1.2 Amendment to Section 2.3(a)
of the Credit Agreement. The reference to “FIFTY MILLION DOLLARS ($50,000,000)” appearing in clause (i) of the first proviso in Section 2.3(a) of the Credit Agreement is hereby amended to read “FORTY MILLION
DOLLARS ($40,000,000)”. 
 1.3 Commitments. Each of the parties hereto agrees that, after giving effect to this
Amendment, Schedule 2.1 to the Credit Agreement shall be amended in its entirety to read as set forth on Exhibit A attached thereto and the revised Revolving Committed Amount (and Revolving Commitment








 
Percentage) of each Lender shall be as set forth therein. In connection with this Amendment, the outstanding Revolving Loans and Participation Interests shall be reallocated by causing such
fundings and repayments (which shall not be subject to any processing and/or recordation fees) among the Lenders as necessary such that, after giving effect to the Revolver Increase, each Lender will hold Revolving Loans and Participation Interests
based on its Revolving Commitment Percentage (after giving effect to such Revolver Increase). The Company shall be responsible for any costs arising under Section 2.15 of the Credit Agreement resulting from such reallocation and
repayments. 
 1.4 Amendments related to EEA Bail In Provisions. 

(a) Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions in the appropriate alphabetical
order: 
 “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution
Authority in respect of any liability of an EEA Financial Institution. 
 “Bail-In Legislation” means, with respect to any
EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In
Legislation Schedule. 
 “EEA Financial Institution” means (a) any credit institution or investment firm established in
any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any
financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent; 

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. 

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative
authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any
successor person), as in effect from time to time. 
 “Write-Down and Conversion Powers” means, with respect to any EEA
Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In
Legislation Schedule. 
 (b) The definition of Defaulting Lender set forth in Section 1.1 of the Credit Agreement is amended by
(1) deleting the “or” at the end of clause (d)(i) thereof and (2) adding the following text after the word “capacity” at the end of clause (d)(ii) thereof: “or (iii) become the subject of any Bail-In
Action”; 
 (c) Section 2.21(c) of the Credit Agreement is hereby amended by deleting the word “No” at the
beginning of the last sentence thereof and replacing it with “Subject to Section 9.23, no”; and 

  
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 (d) Article IX of the Credit Agreement is hereby amended by adding a new
Section 9.23 to read as follows: 
 9.23 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. 

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties,
each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and
agrees and consents to, and acknowledges and agrees to be bound by: 
 (a) the application of any Write-Down and Conversion Powers by an EEA
Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and 

(b) the effects of any Bail-in Action on any such liability, including, if applicable: 

 

	 	(i)	a reduction in full or in part or cancellation of any such liability; 

  

	 	(ii)	a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise
conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or 


 

	 	(iii)	the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. 


ARTICLE II 
 CONDITIONS
TO EFFECTIVENESS 
 2.1 Closing Conditions. This Amendment shall become effective as of the day and year set forth above
(the “Amendment Effective Date”) upon satisfaction of the following conditions (in each case, in form and substance reasonably acceptable to the Administrative Agent): 

(a) Executed Amendment. The Administrative Agent shall have received a copy of this Amendment duly executed by the Company, the
Subsidiary Guarantors, the Incremental Lenders, the Required Lenders and the Administrative Agent. 
 (b) Authority Documents. The
Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, an officer’s certificate (i) certifying that the articles of incorporation or other organizational documents, as
applicable, of each that were delivered on the Closing Date remain true and complete as of the Amendment Effective Date (or certified updates as applicable), (ii) certifying that the bylaws, operating agreements or partnership agreements of
each Credit Party that were delivered on the Closing Date remain true and correct and in force and effect as of the Amendment Effective Date (or certified updates as applicable), (iii) attaching copies of the resolutions of the board of
directors of each Credit Party approving and adopting this Amendment (including the Revolver Increase), the transactions contemplated herein and authorizing execution and delivery hereof, and certifying such resolutions to be true and correct and in
force and effect as of the Amendment Effective Date, (iv) attaching, to the extent available on the Amendment Effective Date, certificates of 

  
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good standing, existence or its equivalent with respect to each Credit Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or
organization and (v) certifying that each officer listed in the incumbency certification contained in each Credit Party’s Secretary’s Certificate, delivered on the Closing Date remains a duly elected and qualified officer of such
Credit Party and such officer remains duly authorized to execute and deliver on behalf of such Credit Party the Amendment or attaching a new incumbency certificate for each officer signing this Amendment. 

(c) Fees and Expenses. (i) The Administrative Agent shall have received from the Company (A) for the account of each of the
Incremental Lenders, an upfront fee for each Incremental Lender equal to 0.25% of the principal amount of the Revolver Increase provided by such Incremental Lender on the Amendment Effective Date and (B) such other fees and expenses that are
payable in connection with the consummation of the transactions contemplated hereby and (ii) King & Spalding LLP shall have received from the Company payment of all outstanding fees and expenses previously incurred and all fees and
expenses incurred in connection with this Amendment. 
 (d) Legal Opinion. The Administrative Agent shall have received an opinion or
opinions of counsel for the Credit Parties, dated the Amendment Effective Date and addressed to the Administrative Agent and the Lenders, in form and substance satisfactory to the Administrative Agent. 

(e) Officer’s Certificate. The Administrative Agent shall have received from the Company an officer’s certificate
demonstrating that, after giving effect to the Revolver Increase (assuming all amounts thereunder are fully drawn) on a Pro Forma Basis, (i) the Company will be in compliance with the financial covenants set forth in Section 5.5 of
the Credit Agreement. 
 ARTICLE III 

MISCELLANEOUS 
 3.1
Amended Terms. On and after the Amendment Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby
or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms. 

3.2 Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows: 

(a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment. 

(b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation,
enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and
(ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). 
 (c)
No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this
Amendment. 
 (d) The representations and warranties made by the Credit Parties in the Loan Documents (i) with respect to
representations and warranties that contain a materiality qualification, are true and correct 

  
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and (ii) with respect to representations and warranties that do not contain a materiality qualification, are true and correct in all material respects, in each case on and as of the date
hereof as if made on and as of such date except for any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date. 

(e) After giving effect to this Amendment and any funding of the Revolver Increase, no Default or an Event of Default shall have occurred and
be continuing. 
 (f) The Security Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the
Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens. 

(g) Other than as set forth herein, the Credit Party Obligations are not reduced or modified by this Amendment and are not subject to any
offsets, defenses or counterclaims. 
 3.3 Reaffirmation of Credit Party Obligations. Each Credit Party hereby ratifies the
Credit Agreement and other Loan Documents and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement and other Loan Documents applicable to it and (b) that it is responsible for the observance and full
performance of its respective Credit Party Obligations. Furthermore, each Subsidiary Guarantor consents to the execution and delivery by the Company of this Amendment and acknowledges that, notwithstanding anything to the contrary contained herein
or in any other document evidencing any Obligations of the Company to the Lenders or any other obligation of the Company, or any actions now or hereafter taken by the Lenders with respect to any obligation of the Company, the Subsidiary Guaranty
(i) is and shall continue to be a primary obligation of the Subsidiary Guarantors, (ii) is and shall continue to be an absolute, unconditional, joint and several, continuing and irrevocable guaranty of payment, and (iii) is and shall
continue to be in full force and effect in accordance with its terms. Nothing contained herein to the contrary shall release, discharge, modify, change or affect the original liability of the Subsidiary Guarantors under the Subsidiary Guaranty. 

3.4 Loan Document. This Amendment shall constitute a Loan Document under the terms of the Credit Agreement. 

3.5 Expenses. The Company agrees to pay all reasonable costs and fees and expenses of the Administrative Agent in connection
with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of the Administrative Agent’s legal counsel. 

3.6 Further Assurances. The Credit Parties agree to promptly take such action, upon the request of the Administrative Agent, as
is necessary to carry out the intent of this Amendment. 
 3.7 Entirety. This Amendment and the other Loan Documents embody
the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof. 

3.8 Counterparts; Telecopy. This Amendment may be executed in any number of counterparts, each of which when so executed and
delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart to this Amendment by telecopy or other electronic means shall be effective as an original and shall constitute a
representation that an original will be delivered. 

  
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 3.9 No Actions, Claims, Etc. As of the date hereof, each of the Credit Parties
hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the
Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the
date hereof. 
 3.10 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 
 3.11
Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 

3.12 Consent to Jurisdiction; Service of Process and Venue; Waiver of Jury Trial. The jurisdiction, service of process, venue
and waiver of jury trial provisions set forth in Sections 9.13 and 9.16 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
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 UNIVERSAL HEALTH REALTY INCOME TRUST 

FIRST AMENDMENT TO CREDIT AGREEMENT 
  

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written. 

 

					
	COMPANY:	 	UNIVERSAL HEALTH REALTY INCOME TRUST, a real estate investment trust organized under the laws of the State of Maryland
			
		 	By:	 	/s/ CHERYL K. RAMAGANO
		 	Name:	 	Cheryl K. Ramagano
		 	Title:	 	Vice President, Treasurer and Secretary
		
	GUARANTORS:	 	 3811 BELL MEDICAL PROPERTIES, LLC

APAMED PROPERTIES, LLC

		 	 DESMED, LLC
 OSAGE MEDICAL
PROPERTIES, LLC

		 	 SANTA FE SCOTTSDALE, LLC

SHEFFIELD PROPERTIES, L.L.C.

		 	 SIERRA MEDICAL PROPERTIES, LLC

RIVERDALE REALTY, L.L.C.

		 	 SPRING VALLEY MEDICAL PROPERTIES, LLC

SPRING VALLEY MEDICAL PROPERTIES II, LLC

		 	 653 TOWN CENTER INVESTMENTS, LLC

SHILOH MEDICAL PROPERTIES, LLC

		 	 EAGLE MEDICAL PROPERTIES, LLC

HANOVER MEDICAL PROPERTIES, LLC

		 	 DTX MEDICAL PROPERTIES, LLC

UHT TRS, LLC

		 	 NWTX MEDICAL PROPERTIES, LLC

CIMARRON MEDICAL PROPERTIES, LLC
 OTTUMWA MEDICAL
PROPERTIES, LLC

		
		 	 By: Universal Health Realty Income Trust

Its sole member

			
		 	By:	 	/s/ CHERYL K. RAMAGANO
		 	Name:	 	Cheryl K. Ramagano
		 	Title:	 	Vice President, Treasurer and Secretary
		
		 	CYPRESSWOOD INVESTMENTS, L.P.
		
		 	 By: Universal Health Realty Income Trust

Its general partner

			
		 	By:	 	/s/ CHERYL K. RAMAGANO
		 	Name:	 	Cheryl K. Ramagano
		 	Title:	 	Vice President, Treasurer and Secretary








 UNIVERSAL HEALTH REALTY INCOME TRUST 

FIRST AMENDMENT TO CREDIT AGREEMENT 
  

			
	 ONEIDA MEDICAL PROPERTIES, LP

5004 POOL ROAD PROPERTIES, LP

	
	 By: Universal Health Realty Income Trust

Its limited partner

		
	By:	 	/s/ CHERYL K. RAMAGANO
	Name:	 	Cheryl K. Ramagano
	Title:	 	Vice President, Treasurer and Secretary
	
	 UHT/ENSEMBLE PROPERTIES I, LLC

DEERVAL PROPERTIES, LLC
 COBRE PROPERTIES,
LLC

	
	 By: Universal Health Realty Income Trust

Its member

		
	By:	 	/s/ CHERYL K. RAMAGANO
	Name:	 	Cheryl K. Ramagano
	Title:	 	Vice President, Treasurer and Secretary
	
	WILLETTA MEDICAL PROPERTIES, LLC
	
	 By: UHT/Ensemble Properties I, LLC

Its sole member

	
	 By: Universal Health Realty Income Trust

Its member

		
	By:	 	/s/ CHERYL K. RAMAGANO
	Name:	 	Cheryl K. Ramagano
	Title:	 	Vice President, Treasurer and Secretary









 UNIVERSAL HEALTH REALTY INCOME TRUST 

FIRST AMENDMENT TO CREDIT AGREEMENT 
  

					
	 NSHE TX BAY CITY, LLC

FORNEY DEERVAL, LLC

	
	 By: Deerval Properties, LLC
 Its
sole member

		
		 	 By: Universal Health Realty Income Trust
 Its
member

		
	By:	 	/s/ CHERYL K. RAMAGANO
	Name:	 	Cheryl K. Ramagano
	Title:	 	Vice President, Treasurer and Secretary
	
	 NSHE TX CEDAR PARK, LLC

FORNEY WILLETTA, LLC

	
	 By: Willetta Medical Properties, LLC

Its sole member

		
		 	 By: UHT/Ensemble Properties I, LLC
 Its sole
member

		
		 	 By: Universal Health Realty Income Trust

Its member

			
	By:	 	 	 	/s/ CHERYL K. RAMAGANO
	Name:	 		 	Cheryl K. Ramagano
	Title:	 		 	Vice President, Treasurer and Secretary
	
	GULPH INVESTMENTS
			
	By:	 	 	 	/s/ CHERYL K. RAMAGANO
	Name:	 		 	Cheryl K. Ramagano
	Title:	 		 	Trustee









 UNIVERSAL HEALTH REALTY INCOME TRUST 

FIRST AMENDMENT TO CREDIT AGREEMENT 
  

							
	ADMINISTRATIVE AGENT:	 		 	 WELLS FARGO BANK, NATION ASSOCIATION,

as Administrative Agent, on behalf of the Lenders,
 Swingline
Lender and Issuing Lender and Lender

				
		 		 	By:	 	/s/ ANDREA S. CHEN
		 		 	Name:	 	Andrea S. Chen
		 		 	Title:	 	Director








 UNIVERSAL HEALTH REALTY INCOME TRUST 

FIRST AMENDMENT TO CREDIT AGREEMENT 
  

							
	LENDERS:	 		 	
			
		 		 	BANK OF AMERICA, N.A., as Lender
				
		 		 	By:	 	/s/ AMIE EDWARDS
		 		 	Name:	 	Amie Edwards
		 		 	Title:	 	Senior Vice President








 UNIVERSAL HEALTH REALTY INCOME TRUST 

FIRST AMENDMENT TO CREDIT AGREEMENT 
  

			
	FIFTH THIRD BANK, as Lender
		
	By:	 	/s/ JOHN MCCHESNEY
	Name:	 	John McChesney
	Title:	 	Officer









 UNIVERSAL HEALTH REALTY INCOME TRUST 

FIRST AMENDMENT TO CREDIT AGREEMENT 
  

			
	JP MORGAN CHASE BANK, N.A., as Lender
		
	By:	 	/s/ DAWN LEE LUM
	Name:	 	Dawn Lee Lum
	Title:	 	Executive Director









 UNIVERSAL HEALTH REALTY INCOME TRUST 

FIRST AMENDMENT TO CREDIT AGREEMENT 
  

			
	SUNTRUST BANK, as Lender
		
	By:	 	/s/ JARED COHEN
	Name:	 	Jared Cohen
	Title:	 	Vice President









 UNIVERSAL HEALTH REALTY INCOME TRUST 

FIRST AMENDMENT TO CREDIT AGREEMENT 
  

			
	PNC BANK, NATIONAL ASSOCIATION, as Lender
		
	By:	 	/s/ JEFFREY D. GREENLAW
	Name:	 	Jeffrey D. Greenlaw
	Title:	 	Vice President









 UNIVERSAL HEALTH REALTY INCOME TRUST 

FIRST AMENDMENT TO CREDIT AGREEMENT 
  

			
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Lender
		
	By:	 	/s/ MARK KONEVAL
	Name:	 	Mark Koneval
	Title:	 	Managing Director
		
	By:	 	/s/ JEFF FERRELL
	Name:	 	Jeff Ferrell
	Title:	 	Managing Director









 UNIVERSAL HEALTH REALTY INCOME TRUST 

FIRST AMENDMENT TO CREDIT AGREEMENT 
  

Exhibit A 

Schedule 2.1 
 Commitments

  

					
	 Lender
	  	Revolving Committed
Amount	  	Revolving Commitment
Percentage
	 Wells Fargo Bank, National Association
	  	$40,540,540.55	  	16.216216220%
	 Bank of America, N.A.
	  	$40,540,540.55	  	16.216216220%
	 Fifth Third Bank
	  	$33,783,783.78	  	13.513513512%
	 JP Morgan Chase Bank, N.A.
	  	$33,783,783.78	  	13.513513512%
	 SunTrust Bank
	  	$33,783,783.78	  	13.513513512%
	 PNC Bank, National Association
	  	$33,783,783.78	  	13.513513512%
	 Credit Agricole Corporate and Investment Bank
	  	$33,783,783.78	  	13.513513512%
			
	 Total:
	  	$250,000,000.00	  	100.000000000%