##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K/A
 (Amendment No. 1)
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 or
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    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number 001-32559
 
 Medical Properties Trust, Inc.
 (Exact Name of Registrant as Specified in Its Charter)
 Maryland
    
    20-0191742(State or Other Jurisdiction of Incorporation or Organization)
    
    (IRS Employer Identification No.)1000 Urban Center Drive, Suite 501Birmingham, AL
    
    35242(Address of Principal Executive Offices)
    
    (Zip Code)
 (205) 969-3755  (Registrants Telephone Number, Including Area Code)
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per share
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
None
 
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  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
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MEDICAL PROPERTIES TRUST, INC.
AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008
   Table of Contents
 PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    3SIGNATURES
    
    
    17INDEX TO EXHIBITS
    
    
    17EX-23.1 CONSENT OF PRICEWATERHOUSECOOPERS LLPEX-23.2 CONSENT OF KPMG LLPEX-23.3 CONSENT OF MOSS ADAMS LLPEX-31.1 SECTION 302, CERTIFICATION OF THE CEOEX-31.2 SECTION 302, CERTIFICATION OF THE CFOEX-99.1 CONSOLIDATED FINANCIAL STATEMENTS
  2




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Item 15. Exhibits and Financial Statement Schedules.
    ExhibitNumber
    
    Exhibit Title3.1(1)
    
    Registrants Second Articles of Amendment and Restatement3.2(2)
    
    Registrants Amended and Restated Bylaws3.3(3)
    
    Articles of Amendment of Registrants Second Articles of Amendment and Restatement4.1(1)
    
    Form of Common Stock Certificate4.2(4)
    
    Indenture, dated July 14, 2006, among Registrant, MPT Operating Partnership, L.P. and the
Wilmington Trust Company, as trustee4.3(5)
    
    Indenture, dated November 6, 2006, among Registrant, MPT Operating Partnership, L.P. and
the Wilmington Trust Company, as trustee4.4(5)
    
    Registration Rights Agreement among Registrant, MPT Operating Partnership, L.P. and UBS
Securities LLC and J.P. Morgan Securities Inc., as representatives of the initial
purchasers, dated as of November 6, 20064.5(16)
    
    Indenture, dated as of March 26, 2008, among MPT Operating Partnership, L.P., as Issuer,
Medical Properties Trust, Inc., as Guarantor, and Wilmington Trust Company, as Trustee.4.6(16)
    
    Registration Rights Agreement among MPT Operating Partnership, L.P., Medical Properties
Trust, Inc. and UBS Securities LLC, as representative of the initial purchases of the
notes, dated as of March 26, 200810.1(11)
    
    Second Amended and Restated Agreement of Limited Partnership of MPT Operating Partnership,
L.P.10.2(6)
    
    Amended and Restated 2004 Equity Incentive Plan10.3(7)
    
    Form of Stock Option Award10.4(7)*
    
    Form of Restricted Stock Award10.5(7)*
    
    Form of Deferred Stock Unit Award10.6(1)*
    
    Employment Agreement between Registrant and Edward K. Aldag, Jr., dated September 10, 200310.7(1)*
    
    First Amendment to Employment Agreement between Registrant and Edward K. Aldag, Jr., dated
March 8, 200410.8(1)*
    
    Employment Agreement between Registrant and R. Steven Hamner, dated September 10, 200310.9
    
    Not used10.10(1)*
    
    Employment Agreement between Registrant and Emmett E. McLean, dated September 10, 200310.11(1)*
    
    Employment Agreement between Registrant and Michael G. Stewart, dated April 28, 200510.12(1)*
    
    Form of Indemnification Agreement between Registrant and executive officers and directors10.13(8)
    
    Credit Agreement dated October 27, 2005, among MPT Operating Partnership, L.P., as
borrower, and Merrill Lynch Capital, a division of Merrill Lynch Business Financial
Services, Inc., as Administrative Agent and Lender, and Additional Lenders from Time to
Time a Party thereto10.14(1)
    
    Third Amended and Restated Lease
Agreement between 1300 Campbell Lane, LLC and 1300 Campbell Lane Operating Company, LLC, dated December 20, 2004
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##### Table of Contents



ExhibitNumber
    
    Exhibit Title10.15(1)
    
    First Amendment to Third Amended and Restated Lease Agreement between 1300 Campbell Lane,
LLC and 1300 Campbell Lane Operating Company, LLC, dated December 31, 200410.16(1)
    
    Second Amended and Restated Lease Agreement between 92 Brick Road, LLC and 92 Brick Road,
Operating Company, LLC, dated December 20, 200410.17(1)
    
    First Amendment to Second Amended and Restated Lease Agreement between 92 Brick Road, LLC
and 92 Brick Road, Operating Company, LLC, dated December 31, 200410.18(1)
    
    Ground Lease Agreement between West Jersey Health System and West Jersey/Mediplex
Rehabilitation Limited Partnership, dated July 15, 199310.19(1)
    
    Third Amended and Restated Lease Agreement between San Joaquin Health Care Associates
Limited Partnership and 7173 North Sharon Avenue Operating Company, LLC, dated December 20,
200410.20(1)
    
    First Amendment to Third Amended and Restated Lease Agreement between San Joaquin Health
Care Associates Limited Partnership and 7173 North Sharon Avenue Operating Company, LLC,
dated December 31, 200410.21(1)
    
    Second Amended and Restated Lease Agreement between 8451 Pearl Street, LLC and 8451 Pearl
Street Operating Company, LLC, dated December 20, 200410.22(1)
    
    First Amendment to Second Amended and Restated Lease Agreement between 8451 Pearl Street,
LLC and 8451 Pearl Street Operating Company, LLC, dated December 31, 200410.23(1)
    
    Second Amended and Restated Lease Agreement between 4499 Acushnet Avenue, LLC and 4499
Acushnet Avenue Operating Company, LLC, dated December 20, 200410.24(1)
    
    First Amendment to Second Amended and Restated Lease Agreement between 4499 Acushnet
Avenue, LLC and 4499 Acushnet Avenue Operating Company, LLC, dated December 31, 200410.25(1)
    
    Purchase and Sale Agreement among MPT Operating Partnership, L.P., MPT of Bucks County
Hospital, L.P., Bucks County Oncoplastic Institute, LLC, Jerome S. Tannenbaum, M.D., M.
Stephen Harrison and DSI Facility Development, LLC, dated March 3, 200510.26(1)
    
    Amendment to Purchase and Sale Agreement among MPT Operating Partnership, L.P., MPT of
Bucks County Hospital, L.P., Bucks County Oncoplastic Institute, LLC, DSI Facility
Development, LLC, Jerome S. Tannenbaum, M.D., M. Stephen Harrison and G. Patrick
Maxwell, M.D., dated April 29, 200510.27(1)
    
    Lease Agreement between Bucks County Oncoplastic Institute, LLC and MPT of Bucks County,
L.P., dated September 16, 200510.28(1)
    
    Development Agreement among DSI Facility Development, LLC, Bucks County Oncoplastic
Institute, LLC and MPT of Bucks County, L.P., dated September 16, 200510.29(1)
    
    Funding Agreement among DSI Facility Development, LLC, Bucks County Oncoplastic Institute,
LLC and MPT of Bucks County, L.P., dated September 16, 200510.30(1)
    
    Purchase and Sale Agreement between MPT of North Cypress, L.P. and North Cypress Medical
Center Operating Company, Ltd., dated as of June 1, 200510.31(1)
    
    Contract for Purchase and Sale of Real Property between North Cypress Property Holdings,
Ltd. and MPT of North Cypress, L.P., dated as of June 1, 200510.32(1)
    
    Sublease Agreement between MPT of
North Cypress, L.P. and North Cypress Medical Center Operating Company, Ltd., dated as of June 1, 2005
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##### Table of Contents



ExhibitNumber
    
    Exhibit Title10.33(1)
    
    Net Ground Lease between North Cypress Property Holdings, Ltd. and MPT of North Cypress,
L.P., dated as of June 1, 200510.34(1)
    
    Lease Agreement between MPT of North Cypress, L.P. and North Cypress Medical Center
Operating Company, Ltd., dated as of June 1, 200510.35(1)
    
    Net Ground Lease between Northern Healthcare Land Ventures, Ltd. and MPT of North Cypress,
L.P., dated as of June 1, 200510.36(1)
    
    Construction Loan Agreement between North Cypress Medical Center Operating Company, Ltd.
and MPT Finance Company, LLC, dated June 1, 200510.37(1)
    
    Purchase, Sale and Loan Agreement among MPT Operating Partnership, L.P., MPT of Covington,
LLC, MPT of Denham Springs, LLC, Covington Healthcare Properties, L.L.C., Denham Springs
Healthcare Properties, L.L.C., Gulf States Long Term Acute Care of Covington, L.L.C. and
Gulf States Long Term Acute Care of Denham Springs, L.L.C., dated June 9, 200510.38(1)
    
    Lease Agreement between MPT of Covington, LLC and Gulf States Long Term Acute Care of
Covington, L.L.C., dated June 9, 200510.39(1)
    
    Promissory Note made by Denham Springs Healthcare Properties, L.L.C. in favor of MPT of
Denham Springs, LLC, dated June 9, 200510.40(1)
    
    Purchase and Sale Agreement among MPT Operating Partnership, L.P., MPT of Redding, LLC,
Vibra Healthcare, LLC and Northern California Rehabilitation Hospital, LLC, dated June 30,
200510.41(1)
    
    Lease Agreement between Northern California Rehabilitation Hospital, LLC and MPT of
Redding, LLC, dated June 30, 2005
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ExhibitNumber
    
    Exhibit Title10.42(1)
    
    Amendment No. 1 to Ground Lease Agreement between National Medical Specialty Hospital of
Redding, Inc. and Ocadian Care Centers, Inc., dated November 29, 200110.43(1)
    
    Purchase and Sale Agreement among MPT Operating Partnership, L.P., MPT of Bloomington, LLC,
Southern Indiana Medical Park II, LLC and Monroe Hospital, LLC, dated October 7, 200510.44(1)
    
    Lease Agreement between Monroe Hospital, LLC and MPT of Bloomington, LLC, dated October 7,
200510.45(1)
    
    Development Agreement among Monroe Hospital, LLC, Monroe Hospital Development, LLC and MPT
of Bloomington, LLC, dated October 7, 200510.46(1)
    
    Funding Agreement between Monroe Hospital, LLC and MPT of Bloomington, LLC, dated October
7, 200510.47(1)
    
    Purchase and Sale Agreement among MPT Operating Partnership, L.P., MPT of Chino, LLC, Prime
Healthcare Services, LLC, Veritas Health Services, Inc., Prime Healthcare Services, Inc.,
Desert Valley Hospital, Inc. and Desert Valley Medical Group, Inc., dated November 30, 200510.48(1)
    
    Lease Agreement among Veritas Health Services, Inc., Prime Healthcare Services, LLC and MPT
of Chino, LLC, dated November 30, 200510.49(1)
    
    Purchase and Sale Agreement among MPT Operating Partnership, L.P., MPT of Sherman Oaks,
LLC, Prime A Investments, L.L.C., Prime Healthcare Services II, LLC, Prime Healthcare
Services, Inc., Desert Valley Medical Group, Inc. and Desert Valley Hospital, Inc., dated
December 30, 200510.50(1)
    
    Lease Agreement between MPT of Sherman Oaks, LLC and Prime Healthcare Services II, LLC,
dated December 30, 200510.51(11)*
    
    Form of Medical Properties Trust, Inc. 2007 Multi-Year Incentive Plan Award Agreement (LTIP
Units)10.52(11)*
    
    Form of Medical Properties Trust, Inc. 2007 Multi-Year Incentive Plan Award Agreement
(Restricted Shares)10.53(12)
    
    Term Loan Credit Agreement among Medical Properties Trust, Inc., MPT Operating Partnership,
L.P., as Borrower, the Several Lenders from Time to Time Parties Thereto, KeyBank National
Association, as Syndication Agent, and JP Morgan Chase Bank, N.A. as Administrative Agent,
with J.P. Morgan Securities Inc. and KeyBank National Association, as Joint Lead Arrangers
and Bookrunners10.54(10)
    
    First Amendment to Term Loan Agreement10.55(16)
    
    Revolving Credit and Term Loan Agreement, dated November 30, 2007, among Medical Properties
Trust, Inc., MPT Operating Partnership, L.P., as Borrower, the Several Lenders from Time to
Time Parties Thereto, KeyBank National Association, as Syndication Agent, and JPMorgan
Chase Bank, N.A. as Administrative Agent, with J.P. Morgan Securities Inc. and KeyBank
National Association, as Joint Lead Arrangers and Bookrunners10.56(16)*
    
    Second Amendment to Employment Agreement between Registrant and Edward K. Aldag, Jr., dated
September 29, 200610.57(16)*
    
    First Amendment to Employment Agreement between Registrant and R. Steven Hamner, dated
September 29, 2006
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ExhibitNumber
    
    Exhibit Title10.58(1)*
    
    First Amendment to Employment Agreement between Registrant and Emmett E. McLean, dated
September 29, 200610.59(16)*
    
    First Amendment to Employment Agreement between Registrant and Michael G. Stewart, dated
September 29, 200610.60(8)
    
    Second Amended and Restated 2004 Equity Incentive Plan10.61(14)
    
    First Amendment to Revolving Credit and Term Loan Agreement dated March 13, 200810.62(14)
    
    Purchase and Sale Agreement among MPT Operating Partnership, L.P., HCP Inc., FAEC
Holdings(BC), LLC, HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP Holdings, L.P.
dated as of March 13, 200810.63(14)
    
    First Amendment to Purchase and Sale Agreement among MPT Operating Partnership, L.P., HCP
Inc., FAEC Holdings(BC), LLC, HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP
Holdings, L.P. dated as of March 28, 200810.64(15)
    
    Second Amendment to Purchase and Sale Agreement among MPT Operating Partnership, L.P., HCP
Inc., FAEC Holdings(BC), LLC, HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP
Holdings, L.P. dated as of April 1, 200810.65(15)
    
    Third Amendment to Purchase and Sale Agreement among MPT Operating Partnership, L.P., HCP
Inc., FAEC Holdings(BC), LLC, HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP
Holdings, L.P. dated as of April 17, 200810.66(15)
    
    Fourth Amendment to Purchase and Sale Agreement among MPT Operating Partnership, L.P., HCP
Inc., FAEC Holdings(BC), LLC, HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP
Holdings, L.P. dated as of May 14, 200810.67(15)
    
    Fifth Amendment to Purchase and Sale Agreement among MPT Operating Partnership, L.P., HCP
Inc., FAEC Holdings(BC), LLC, HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP
Holdings, L.P. dated as of June 18, 200810.68(15)
    
    Sixth Amendment to Purchase and Sale Agreement among MPT Operating Partnership, L.P., HCP
Inc., FAEC Holdings(BC), LLC, HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP
Holdings, L.P. dated as of June 30, 200810.71(17)*
    
    Second Amendment to Employment Agreement between Registrant and William G. McKenzie, dated
February 27, 200910.72(17)*
    
    Second Amendment to Employment Agreement between Registrant and Michael G. Stewart, dated
January 1, 200810.73(17)*
    
    Third Amendment to Employment Agreement between Registrant and Michael G. Stewart, dated
January 1, 200910.74(17)*
    
    Second Amendment to Employment Agreement between Registrant and Emmett E. McLean, dated
January 1, 200810.75(17)*
    
    Third Amendment to Employment Agreement between Registrant and Emmett E. McLean, dated
January 1, 200910.76(17)*
    
    Second Amendment to Employment Agreement between Registrant and Richard S. Hamner, dated
January 1, 2008
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##### Table of Contents



ExhibitNumber
    
    Exhibit Title10.77(17)*
    
    Third Amendment to Employment Agreement between Registrant and R. Steven Hamner, dated
January 1, 200910.78(17)*
    
    Third Amendment to Employment Agreement between Registrant and Edward K. Aldag, Jr., dated
January 1, 200810.79(17)*
    
    Fourth Amendment to Employment Agreement between Registrant and Edward K. Aldag, Jr., dated
January 1, 200910.80(17)*
    
    Third Amendment to Employment Agreement between Registrant and William G. McKenzie, dated
January 1, 200810.81(17)*
    
    Fourth Amendment to Employment Agreement between Registrant and William G. McKenzie, dated
January 1, 200921.1(17)
    
    Subsidiaries of Registrant23.1(19)
    
    Consent of PricewaterhouseCoopers LLP23.2(19)
    
    Consent of KPMG LLP23.3(19)
    
    Consent of Moss Adams LLP31.1(19)
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 193431.2(19)
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 193432(17)
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule
13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 135099.1(18)(19)
    
    Consolidated Financial Statements of Prime Healthcare Services, Inc. as of December 31,
2008 and 2007
 
 *
    
    A management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 15(b) of Form
10-K.(1)
    
    Incorporated by reference to Registrants Registration Statement on
Form S-11 filed with the Commission on October 26, 2004, as amended
(File No. 333-119957).(2)
    
    Incorporated by reference to Registrants quarterly report on
Form 10-Q for the quarter ended June 30, 2005, filed with the
Commission on July 26, 2005.(3)
    
    Incorporated by reference to Registrants quarterly report on
Form 10-Q for the quarter ended September 30, 2005, filed with the
Commission on November 10, 2005.(4)
    
    Incorporated by reference to Registrants current report on Form 8-K,
filed with the Commission on July 20, 2006.(5)
    
    Incorporated by reference to Registrants current report on Form 8-K,
filed with the Commission on November 13, 2006.(6)
    
    Incorporated by reference to Registrants definitive proxy statement
on Schedule 14A, filed with the Commission on September 13, 2005. 8




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##### Table of Contents



(7)
    
    Incorporated by reference to Registrants current report on Form 8-K,
filed with the Commission on October 18, 2005.(8)
    
    Incorporated by reference to Registrants definitive proxy statement
on Schedule 14A, filed with the Commission on April 14, 2007.(9)
    
    Incorporated by reference to Registrants current report on Form 8-K,
filed with the Commission on February 28, 2007.(10)
    
    Incorporated by reference to Registrants quarterly report on
Form 10-Q for the quarter ended September 30, 2007, filed with the
Commission on November 9, 2007.(11)
    
    Incorporated by reference to Registrants current report on Form 8-K,
filed with the Commission on August 6, 2007.(12)
    
    Incorporated by reference to Registrants current report on Form 8-K,
filed with the Commission on August 15, 2007.(13)
    
    Incorporated by reference to Registrants current report on Form 8-K,
filed with the Commission on March 26, 2008.(14)
    
    Incorporated by reference to Registrants quarterly report on
Form 10-Q for the quarter ended March 31, 2008, filed with the
Commission on May 9, 2008.(15)
    
    Incorporated by reference to Registrants quarterly report on
Form 10-Q for the quarter ended June 30, 2008, filed with the
Commission on August 8, 2008.(16)
    
    Incorporated by reference to Registrants annual report on
Form 10-K/A for the period ended December 31, 2007, filed with the
Commission on July 11, 2008.(17)
    
    Previously filed as an exhibit to Registrants Annual Report on Form
10-K, filed with the Commission on March 13, 2009.(18)
    
    Since affiliates of Prime Healthcare Services, Inc. lease more than
20% of our total assets under triple net leases, the financial status
of Prime may be considered relevant to investors. Primes most
recently available audited consolidated financial statements (as of
and for the years ended December 31, 2008 and 2007) are attached as
Exhibit 99.1 to this Amendment No. 1 to the Annual Report on Form
10-K. Refer to our 2007 Form 10-K/A filed on July 11, 2008 for the audited financial statements of Prime for the years ended December 31, 2007 and 2006.
We have not participated in the preparation of Primes
financial statements nor do we have the right to dictate the form of
any financial statements provided to us by Prime.(19)
    
    Included in this Form 10-K/A. 9




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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    Exhibit Title3.1(1)
    
    Registrants Second Articles of Amendment and Restatement3.2(2)
    
    Registrants Amended and Restated Bylaws3.3(3)
    
    Articles of Amendment of Registrants Second Articles of Amendment and Restatement4.1(1)
    
    Form of Common Stock Certificate4.2(4)
    
    Indenture, dated July 14, 2006, among Registrant, MPT Operating Partnership, L.P. and the
Wilmington Trust Company, as trustee4.3(5)
    
    Indenture, dated November 6, 2006, among Registrant, MPT Operating Partnership, L.P. and
the Wilmington Trust Company, as trustee4.4(5)
    
    Registration Rights Agreement among Registrant, MPT Operating Partnership, L.P. and UBS
Securities LLC and J.P. Morgan Securities Inc., as representatives of the initial
purchasers, dated as of November 6, 20064.5(16)
    
    Indenture, dated as of March 26, 2008, among MPT Operating Partnership, L.P., as Issuer,
Medical Properties Trust, Inc., as Guarantor, and Wilmington Trust Company, as Trustee.4.6(16)
    
    Registration Rights Agreement among MPT Operating Partnership, L.P., Medical Properties
Trust, Inc. and UBS Securities LLC, as representative of the initial purchases of the
notes, dated as of March 26, 200810.1(11)
    
    Second Amended and Restated Agreement of Limited Partnership of MPT Operating Partnership,
L.P.10.2(6)
    
    Amended and Restated 2004 Equity Incentive Plan10.3(7)
    
    Form of Stock Option Award10.4(7)*
    
    Form of Restricted Stock Award10.5(7)*
    
    Form of Deferred Stock Unit Award10.6(1)*
    
    Employment Agreement between Registrant and Edward K. Aldag, Jr., dated September 10, 200310.7(1)*
    
    First Amendment to Employment Agreement between Registrant and Edward K. Aldag, Jr., dated
March 8, 200410.8(1)*
    
    Employment Agreement between Registrant and R. Steven Hamner, dated September 10, 200310.9
    
    Not used10.10(1)*
    
    Employment Agreement between Registrant and Emmett E. McLean, dated September 10, 200310.11(1)*
    
    Employment Agreement between Registrant and Michael G. Stewart, dated April 28, 200510.12(1)*
    
    Form of Indemnification Agreement between Registrant and executive officers and directors10.13(8)
    
    Credit Agreement dated October 27, 2005, among MPT Operating Partnership, L.P., as
borrower, and Merrill Lynch Capital, a division of Merrill Lynch Business Financial
Services, Inc., as Administrative Agent and Lender, and Additional Lenders from Time to
Time a Party thereto10.14(1)
    
    Third Amended and Restated Lease
Agreement between 1300 Campbell Lane, LLC and 1300 Campbell Lane Operating Company, LLC, dated December 20, 2004
 10




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##### Table of Contents



ExhibitNumber
    
    Exhibit Title10.15(1)
    
    First Amendment to Third Amended and Restated Lease Agreement between 1300 Campbell Lane,
LLC and 1300 Campbell Lane Operating Company, LLC, dated December 31, 200410.16(1)
    
    Second Amended and Restated Lease Agreement between 92 Brick Road, LLC and 92 Brick Road,
Operating Company, LLC, dated December 20, 200410.17(1)
    
    First Amendment to Second Amended and Restated Lease Agreement between 92 Brick Road, LLC
and 92 Brick Road, Operating Company, LLC, dated December 31, 200410.18(1)
    
    Ground Lease Agreement between West Jersey Health System and West Jersey/Mediplex
Rehabilitation Limited Partnership, dated July 15, 199310.19(1)
    
    Third Amended and Restated Lease Agreement between San Joaquin Health Care Associates
Limited Partnership and 7173 North Sharon Avenue Operating Company, LLC, dated December 20,
200410.20(1)
    
    First Amendment to Third Amended and Restated Lease Agreement between San Joaquin Health
Care Associates Limited Partnership and 7173 North Sharon Avenue Operating Company, LLC,
dated December 31, 200410.21(1)
    
    Second Amended and Restated Lease Agreement between 8451 Pearl Street, LLC and 8451 Pearl
Street Operating Company, LLC, dated December 20, 200410.22(1)
    
    First Amendment to Second Amended and Restated Lease Agreement between 8451 Pearl Street,
LLC and 8451 Pearl Street Operating Company, LLC, dated December 31, 200410.23(1)
    
    Second Amended and Restated Lease Agreement between 4499 Acushnet Avenue, LLC and 4499
Acushnet Avenue Operating Company, LLC, dated December 20, 200410.24(1)
    
    First Amendment to Second Amended and Restated Lease Agreement between 4499 Acushnet
Avenue, LLC and 4499 Acushnet Avenue Operating Company, LLC, dated December 31, 200410.25(1)
    
    Purchase and Sale Agreement among MPT Operating Partnership, L.P., MPT of Bucks County
Hospital, L.P., Bucks County Oncoplastic Institute, LLC, Jerome S. Tannenbaum, M.D., M.
Stephen Harrison and DSI Facility Development, LLC, dated March 3, 200510.26(1)
    
    Amendment to Purchase and Sale Agreement among MPT Operating Partnership, L.P., MPT of
Bucks County Hospital, L.P., Bucks County Oncoplastic Institute, LLC, DSI Facility
Development, LLC, Jerome S. Tannenbaum, M.D., M. Stephen Harrison and G. Patrick
Maxwell, M.D., dated April 29, 200510.27(1)
    
    Lease Agreement between Bucks County Oncoplastic Institute, LLC and MPT of Bucks County,
L.P., dated September 16, 200510.28(1)
    
    Development Agreement among DSI Facility Development, LLC, Bucks County Oncoplastic
Institute, LLC and MPT of Bucks County, L.P., dated September 16, 200510.29(1)
    
    Funding Agreement among DSI Facility Development, LLC, Bucks County Oncoplastic Institute,
LLC and MPT of Bucks County, L.P., dated September 16, 200510.30(1)
    
    Purchase and Sale Agreement between MPT of North Cypress, L.P. and North Cypress Medical
Center Operating Company, Ltd., dated as of June 1, 200510.31(1)
    
    Contract for Purchase and Sale of Real Property between North Cypress Property Holdings,
Ltd. and MPT of North Cypress, L.P., dated as of June 1, 200510.32(1)
    
    Sublease Agreement between MPT of
North Cypress, L.P. and North Cypress Medical Center Operating Company, Ltd., dated as of June 1, 2005
 11




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##### Table of Contents



ExhibitNumber
    
    Exhibit Title10.33(1)
    
    Net Ground Lease between North Cypress Property Holdings, Ltd. and MPT of North Cypress,
L.P., dated as of June 1, 200510.34(1)
    
    Lease Agreement between MPT of North Cypress, L.P. and North Cypress Medical Center
Operating Company, Ltd., dated as of June 1, 200510.35(1)
    
    Net Ground Lease between Northern Healthcare Land Ventures, Ltd. and MPT of North Cypress,
L.P., dated as of June 1, 200510.36(1)
    
    Construction Loan Agreement between North Cypress Medical Center Operating Company, Ltd.
and MPT Finance Company, LLC, dated June 1, 200510.37(1)
    
    Purchase, Sale and Loan Agreement among MPT Operating Partnership, L.P., MPT of Covington,
LLC, MPT of Denham Springs, LLC, Covington Healthcare Properties, L.L.C., Denham Springs
Healthcare Properties, L.L.C., Gulf States Long Term Acute Care of Covington, L.L.C. and
Gulf States Long Term Acute Care of Denham Springs, L.L.C., dated June 9, 200510.38(1)
    
    Lease Agreement between MPT of Covington, LLC and Gulf States Long Term Acute Care of
Covington, L.L.C., dated June 9, 200510.39(1)
    
    Promissory Note made by Denham Springs Healthcare Properties, L.L.C. in favor of MPT of
Denham Springs, LLC, dated June 9, 200510.40(1)
    
    Purchase and Sale Agreement among MPT Operating Partnership, L.P., MPT of Redding, LLC,
Vibra Healthcare, LLC and Northern California Rehabilitation Hospital, LLC, dated June 30,
200510.41(1)
    
    Lease Agreement between Northern California Rehabilitation Hospital, LLC and MPT of
Redding, LLC, dated June 30, 2005
 12




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##### Table of Contents



ExhibitNumber
    
    Exhibit Title10.42(1)
    
    Amendment No. 1 to Ground Lease Agreement between National Medical Specialty Hospital of
Redding, Inc. and Ocadian Care Centers, Inc., dated November 29, 200110.43(1)
    
    Purchase and Sale Agreement among MPT Operating Partnership, L.P., MPT of Bloomington, LLC,
Southern Indiana Medical Park II, LLC and Monroe Hospital, LLC, dated October 7, 200510.44(1)
    
    Lease Agreement between Monroe Hospital, LLC and MPT of Bloomington, LLC, dated October 7,
200510.45(1)
    
    Development Agreement among Monroe Hospital, LLC, Monroe Hospital Development, LLC and MPT
of Bloomington, LLC, dated October 7, 200510.46(1)
    
    Funding Agreement between Monroe Hospital, LLC and MPT of Bloomington, LLC, dated October
7, 200510.47(1)
    
    Purchase and Sale Agreement among MPT Operating Partnership, L.P., MPT of Chino, LLC, Prime
Healthcare Services, LLC, Veritas Health Services, Inc., Prime Healthcare Services, Inc.,
Desert Valley Hospital, Inc. and Desert Valley Medical Group, Inc., dated November 30, 200510.48(1)
    
    Lease Agreement among Veritas Health Services, Inc., Prime Healthcare Services, LLC and MPT
of Chino, LLC, dated November 30, 200510.49(1)
    
    Purchase and Sale Agreement among MPT Operating Partnership, L.P., MPT of Sherman Oaks,
LLC, Prime A Investments, L.L.C., Prime Healthcare Services II, LLC, Prime Healthcare
Services, Inc., Desert Valley Medical Group, Inc. and Desert Valley Hospital, Inc., dated
December 30, 200510.50(1)
    
    Lease Agreement between MPT of Sherman Oaks, LLC and Prime Healthcare Services II, LLC,
dated December 30, 200510.51(11)*
    
    Form of Medical Properties Trust, Inc. 2007 Multi-Year Incentive Plan Award Agreement (LTIP
Units)10.52(11)*
    
    Form of Medical Properties Trust, Inc. 2007 Multi-Year Incentive Plan Award Agreement
(Restricted Shares)10.53(12)
    
    Term Loan Credit Agreement among Medical Properties Trust, Inc., MPT Operating Partnership,
L.P., as Borrower, the Several Lenders from Time to Time Parties Thereto, KeyBank National
Association, as Syndication Agent, and JP Morgan Chase Bank, N.A. as Administrative Agent,
with J.P. Morgan Securities Inc. and KeyBank National Association, as Joint Lead Arrangers
and Bookrunners10.54(10)
    
    First Amendment to Term Loan Agreement10.55(16)
    
    Revolving Credit and Term Loan Agreement, dated November 30, 2007, among Medical Properties
Trust, Inc., MPT Operating Partnership, L.P., as Borrower, the Several Lenders from Time to
Time Parties Thereto, KeyBank National Association, as Syndication Agent, and JPMorgan
Chase Bank, N.A. as Administrative Agent, with J.P. Morgan Securities Inc. and KeyBank
National Association, as Joint Lead Arrangers and Bookrunners10.56(16)*
    
    Second Amendment to Employment Agreement between Registrant and Edward K. Aldag, Jr., dated
September 29, 200610.57(16)*
    
    First Amendment to Employment Agreement between Registrant and R. Steven Hamner, dated
September 29, 2006
 13




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##### Table of Contents



ExhibitNumber
    
    Exhibit Title10.58(1)*
    
    First Amendment to Employment Agreement between Registrant and Emmett E. McLean, dated
September 29, 200610.59(16)*
    
    First Amendment to Employment Agreement between Registrant and Michael G. Stewart, dated
September 29, 200610.60(8)
    
    Second Amended and Restated 2004 Equity Incentive Plan10.61(14)
    
    First Amendment to Revolving Credit and Term Loan Agreement dated March 13, 200810.62(14)
    
    Purchase and Sale Agreement among MPT Operating Partnership, L.P., HCP Inc., FAEC
Holdings(BC), LLC, HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP Holdings, L.P.
dated as of March 13, 200810.63(14)
    
    First Amendment to Purchase and Sale Agreement among MPT Operating Partnership, L.P., HCP
Inc., FAEC Holdings(BC), LLC, HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP
Holdings, L.P. dated as of March 28, 200810.64(15)
    
    Second Amendment to Purchase and Sale Agreement among MPT Operating Partnership, L.P., HCP
Inc., FAEC Holdings(BC), LLC, HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP
Holdings, L.P. dated as of April 1, 200810.65(15)
    
    Third Amendment to Purchase and Sale Agreement among MPT Operating Partnership, L.P., HCP
Inc., FAEC Holdings(BC), LLC, HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP
Holdings, L.P. dated as of April 17, 200810.66(15)
    
    Fourth Amendment to Purchase and Sale Agreement among MPT Operating Partnership, L.P., HCP
Inc., FAEC Holdings(BC), LLC, HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP
Holdings, L.P. dated as of May 14, 200810.67(15)
    
    Fifth Amendment to Purchase and Sale Agreement among MPT Operating Partnership, L.P., HCP
Inc., FAEC Holdings(BC), LLC, HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP
Holdings, L.P. dated as of June 18, 200810.68(15)
    
    Sixth Amendment to Purchase and Sale Agreement among MPT Operating Partnership, L.P., HCP
Inc., FAEC Holdings(BC), LLC, HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP
Holdings, L.P. dated as of June 30, 200810.71(17)*
    
    Second Amendment to Employment Agreement between Registrant and William G. McKenzie, dated
February 27, 200910.72(17)*
    
    Second Amendment to Employment Agreement between Registrant and Michael G. Stewart, dated
January 1, 200810.73(17)*
    
    Third Amendment to Employment Agreement between Registrant and Michael G. Stewart, dated
January 1, 200910.74(17)*
    
    Second Amendment to Employment Agreement between Registrant and Emmett E. McLean, dated
January 1, 200810.75(17)*
    
    Third Amendment to Employment Agreement between Registrant and Emmett E. McLean, dated
January 1, 200910.76(17)*
    
    Second Amendment to Employment Agreement between Registrant and Richard S. Hamner, dated
January 1, 2008
 14




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##### Table of Contents



ExhibitNumber
    
    Exhibit Title10.77(17)*
    
    Third Amendment to Employment Agreement between Registrant and R. Steven Hamner, dated
January 1, 200910.78(17)*
    
    Third Amendment to Employment Agreement between Registrant and Edward K. Aldag, Jr., dated
January 1, 200810.79(17)*
    
    Fourth Amendment to Employment Agreement between Registrant and Edward K. Aldag, Jr., dated
January 1, 200910.80(17)*
    
    Third Amendment to Employment Agreement between Registrant and William G. McKenzie, dated
January 1, 200810.81(17)*
    
    Fourth Amendment to Employment Agreement between Registrant and William G. McKenzie, dated
January 1, 200921.1(17)
    
    Subsidiaries of Registrant23.1(19)
    
    Consent of PricewaterhouseCoopers LLP23.2(19)
    
    Consent of KPMG LLP23.3(19)
    
    Consent of Moss Adams LLP31.1(19)
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 193431.2(19)
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 193432(17)
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule
13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 135099.1(18)(19)
    
    Consolidated Financial Statements of Prime Healthcare Services, Inc. as of December 31,
2008 and 2007
 
 *
    
    A management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 15(b) of Form
10-K.(1)
    
    Incorporated by reference to Registrants Registration Statement on
Form S-11 filed with the Commission on October 26, 2004, as amended
(File No. 333-119957).(2)
    
    Incorporated by reference to Registrants quarterly report on
Form 10-Q for the quarter ended June 30, 2005, filed with the
Commission on July 26, 2005.(3)
    
    Incorporated by reference to Registrants quarterly report on
Form 10-Q for the quarter ended September 30, 2005, filed with the
Commission on November 10, 2005.(4)
    
    Incorporated by reference to Registrants current report on Form 8-K,
filed with the Commission on July 20, 2006.(5)
    
    Incorporated by reference to Registrants current report on Form 8-K,
filed with the Commission on November 13, 2006.(6)
    
    Incorporated by reference to Registrants definitive proxy statement
on Schedule 14A, filed with the Commission on September 13, 2005. 15




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##### Table of Contents



(7)
    
    Incorporated by reference to Registrants current report on Form 8-K,
filed with the Commission on October 18, 2005.(8)
    
    Incorporated by reference to Registrants definitive proxy statement
on Schedule 14A, filed with the Commission on April 14, 2007.(9)
    
    Incorporated by reference to Registrants current report on Form 8-K,
filed with the Commission on February 28, 2007.(10)
    
    Incorporated by reference to Registrants quarterly report on
Form 10-Q for the quarter ended September 30, 2007, filed with the
Commission on November 9, 2007.(11)
    
    Incorporated by reference to Registrants current report on Form 8-K,
filed with the Commission on August 6, 2007.(12)
    
    Incorporated by reference to Registrants current report on Form 8-K,
filed with the Commission on August 15, 2007.(13)
    
    Incorporated by reference to Registrants current report on Form 8-K,
filed with the Commission on March 26, 2008.(14)
    
    Incorporated by reference to Registrants quarterly report on
Form 10-Q for the quarter ended March 31, 2008, filed with the
Commission on May 9, 2008.(15)
    
    Incorporated by reference to Registrants quarterly report on
Form 10-Q for the quarter ended June 30, 2008, filed with the
Commission on August 8, 2008.(16)
    
    Incorporated by reference to Registrants annual report on
Form 10-K/A for the period ended December 31, 2007, filed with the
Commission on July 11, 2008.(17)
    
    Previously filed as an exhibit to Registrants Annual Report on Form
10-K, filed with the Commission on March 13, 2009.(18)
    
    Since affiliates of Prime Healthcare Services, Inc. lease more than
20% of our total assets under triple net leases, the financial status
of Prime may be considered relevant to investors. Primes most
recently available audited consolidated financial statements (as of
and for the years ended December 31, 2008 and 2007) are attached as
Exhibit 99.1 to this Amendment No. 1 to the Annual Report on Form
10-K. Refer to our 2007 Form 10-K/A filed on July 11, 2008 for the audited financial statements of Prime for the years ended December 31, 2007 and 2006.We have not participated in the preparation of Primes
financial statements nor do we have the right to dictate the form of
any financial statements provided to us by Prime.(19)
    
    Included in this Form 10-K/A. 16




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SIGNATURES
  MEDICAL PROPERTIES TRUST, INC.By:
    /s/  R. Steven HamnerR. Steven HamnerExecutive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)  
  ExhibitNumber
    
    Description23.1
    
    Consent of PricewaterhouseCoopers LLP23.2
    
    Consent of KPMG LLP23.3
    
    Consent of Moss Adams LLP31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 193431.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 193499.1
    
    Consolidated Financial Statements of Prime Healthcare Services, Inc. as of December 31, 2008 and 2007
 17