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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K/A
 (Amendment No. 1)
 (Mark One)
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    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 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 501
Birmingham, 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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Non-accelerated filer o(Do not check if a smaller reporting company)
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   DOCUMENTS INCORPORATED BY REFERENCE




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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, 2009
    
 Table of Contents
 PART IV
 Item 14. Exhibits and Financial Statement Schedules
    
    
    3SIGNATURES
    
    
    7INDEX TO EXHIBITS
    
    
    7EX-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 STATEMENTSEX-23.1EX-23.2EX-23.3EX-31.1EX-31.2EX-99.1




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Item 14. Exhibits and Financial Statement Schedules.
   (b)
    
    Exhibits
 ExhibitNumber
    
    Exhibit Title3.1(1)
    
    Registrants Second Articles of Amendment and Restatement3.2(2)
    
    Registrants Second 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(13)
    
    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(13)
    
    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, 200410.15(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, 2004




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ExhibitNumber
    
    Exhibit Title10.21(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 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, 200510.26(11)
    
    Form of Medical Properties Trust, Inc. 2007 Multi-Year Incentive Plan Award
Agreement (LTIP Units)10.27(11)
    
    Form of Medical Properties Trust, Inc. 2007 Multi-Year Incentive Plan Award
Agreement (Restricted Shares)10.28(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 Bookrunners10.29(10)
    
    First Amendment to Term Loan Agreement10.30(17)
    
    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 Bookrunners10.31(16)
    
    Second Amendment to Employment Agreement between Registrant and Edward K. Aldag,
Jr., dated September 29, 200610.32(16)
    
    First Amendment to Employment Agreement between Registrant and R. Steven Hamner,
dated September 29, 200610.33(16)
    
    First Amendment to Employment Agreement between Registrant and Emmett E. McLean,
dated September 29, 200610.34(16)
    
    First Amendment to Employment Agreement between Registrant and Michael G. Stewart,
dated September 29, 200610.35(8)
    
    Second Amended and Restated 2004 Equity Incentive Plan10.36(14)
    
    First Amendment to Revolving Credit and Term Loan Agreement dated March 13, 200810.37(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, 200810.38(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, 200810.39(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, 200810.40(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, 200810.41(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, 2008




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ExhibitNumber
    
    Exhibit Title10.42(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,
200810.43(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,
200810.44(18)
    
    Second Amendment to Employment Agreement between Registrant and William G. McKenzie, dated February 27, 200910.45(18)
    
    Second Amendment to Employment Agreement between Registrant and Michael G. Stewart, dated January 1, 200810.46(18)
    
    Third Amendment to Employment Agreement between Registrant and Michael G. Stewart, dated January 1, 200910.47(18)
    
    Second Amendment to Employment Agreement between Registrant and Emmett E. McLean, dated January 1, 200810.48(18)
    
    Third Amendment to Employment Agreement between Registrant and Emmett E. McLean, dated January 1, 200910.49(18)
    
    Second Amendment to Employment Agreement between Registrant and Richard S. Hamner, dated January 1, 200810.50(18)
    
    Third Amendment to Employment Agreement between Registrant and R. Steven Hamner, dated January 1, 200910.51(18)
    
    Third Amendment to Employment Agreement between Registrant and Edward K. Aldag, Jr., dated January 1, 200810.52(18)
    
    Fourth Amendment to Employment Agreement between Registrant and Edward K. Aldag, Jr., dated January 1, 200910.53(18)
    
    Third Amendment to Employment Agreement between Registrant and William G. McKenzie, dated January 1, 200810.54(18)
    
    Fourth Amendment to Employment Agreement between Registrant and William G. McKenzie, dated January 1, 200912.1(19)
    
    Statement re Computation of Ratios21.1(19)
    
    Subsidiaries of Registrant23.1(21)
    
    Consent of PricewaterhouseCoopers LLP23.2(21)
    
    Consent of KPMG LLP23.3(21)
    
    Consent of Moss Adams LLP31.1(21)
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 193431.2(21)
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 193432 (19)
    
    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(20) (21)
    
    Consolidated Financial Statements
of Prime Healthcare Services, Inc. as of December 31, 2009 and
2008
 
 (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 current report on Form
8-K, filed with the Commission on November 24, 2009.(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.




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(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.(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)
    
    Not used.(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)
    
    Incorporated by reference to Registrants quarterly report on
Form 10-Q for the period ended September 30, 2009, filed with the
Commission on November 9, 2009.(18)
    
    Incorporated by reference to Registrants annual report on Form
10-K for the period ended December 31, 2008, filed with the
Commission on March 13, 2009.(19)
    
    Previously filed as an exhibit to Registrants Annual Report on
form 10-K, filed with the Commission on February 12, 2010.(20)
    
    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,
2009 and 2008) are attached as Exhibit 99.1 to this Amendment No.
1 to the Annual Report on Form 10-K. Refer to our 2008 Form
10-K/A filed on May 11, 2009 for the audited financial statements
of Prime for the years ended December 31, 2008 and 2007. 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.(21)
    
    Included in this Form 10-K/A.




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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, 2009 and 2008