Exhibit 3.2
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AMENDED AND RESTATED
BYLAWS
OF
HEALTHCARE REALTY TRUST INCORPORATED
ARTICLE I
OFFICES
Section 1.1. Principal Office. The principal office of the Corporation
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shall be located at such place in the State of Maryland as the Corporation's
Board of Directors may from time to time designate.
Section 1.2. Other Offices. The Corporation may also have offices at such
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other places within or outside the State of Maryland as the Board of Directors
may from time to time determine or as the business of the Corporation may
require.
ARTICLE II
MEETINGS OF THE STOCKHOLDERS
Section 2.1. Place of Meetings. Meetings of the stockholders shall be held
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at such place within or outside the State of Maryland as shall be specified in
the notice of the meeting or in a waiver thereof.
Section 2.2. Annual Meeting. An annual meeting of the stockholders shall be
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held during the month of May of each year on a date and time designated by the
Board of Directors and as set forth in the notice of the meeting, for the
purpose of electing directors and transacting such other business as may
properly be brought before the meeting. Failure to hold an annual meeting or to
hold such meeting at the time prescribed herein will not invalidate the
Corporation's existence or affect otherwise valid acts of the Corporation.
Section 2.3. Special Meetings. Special meetings of the stockholders may be
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called by the Chairman of the Board, the President, the Board of Directors, or
by such person or persons as may be authorized by the Corporation's Charter or
by these Bylaws. Except as provided below, the Secretary of the Corporation
shall call a special meeting of the stockholders on the written request of
stockholders entitled to cast a majority of all the votes entitled to be cast at
the meeting. A request for a special meeting shall state the purpose of the
meeting and the matters proposed to be acted on at such meeting. The Secretary
shall: (a) inform the stockholders who make the request for a special meeting of
the reasonably estimated cost of preparing and mailing a notice of and, if
applicable, proxy materials in connection with that meeting; and (b) on payment
of these costs to the Corporation, notify each stockholder entitled to notice of
the meeting. Unless requested by stockholders entitled to cast a majority of all
the votes entitled to be cast at the meeting, a special meeting need not be
called to consider any matter which is substantially the same as a matter voted
on at any special meeting of the stockholders held during the preceding 12
months.
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Section 2.4. Notice of Meetings. Not less than ten nor more than 90 days
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before each meeting of the stockholders, the Secretary of the Corporation shall
give written notice of the meeting to (a) each stockholder of record entitled to
vote at the meeting and (b) each other stockholder entitled by applicable law to
notice of the meeting. The notice shall state the date, time and place of the
meeting, and the purpose of the meeting if the meeting is a special meeting or
notice of the purpose is required by the Maryland General Corporation Law.
Notice is given to a stockholder when it is: (a) personally delivered to the
stockholder; (b) left at the stockholder's residence or usual place of business;
(c) mailed to the stockholder at the stockholder's address as it appears on the
records of the Corporation; or (d) transmitted to the stockholder by electronic
mail to any electronic mail address of the stockholder or by any other
electronic means. If mailed, notice is deemed to be given when deposited in the
United States mail, postage prepaid, and addressed to the stockholder at the
stockholder's address as it appears on the records of the Corporation.
Section 2.6. Quorum. The holders of shares entitled to vote as a separate
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voting group may take action on a matter at a meeting only if a quorum exists
with respect to that matter. The presence in person or by proxy of stockholders
entitled to cast a majority of all the votes entitled to be cast on a matter by
a voting group shall constitute a quorum at meetings of stockholders except as
otherwise provided by statute or by the Charter with respect to the adoption of
any particular matter. Once a share is represented for any purpose at a meeting,
the holder is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting, unless a new record date is or
must be set for that adjourned meeting.
Section 2.7. Adjournment. If a quorum is not present or represented at any
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meeting of the stockholders, the stockholders entitled to vote at such meeting,
present in person or represented by proxy, shall have the power to adjourn the
meeting from time to time, without further notice other than announcement at the
meeting, to a date not more than 120 days after the original record date. At
such adjourned meeting at which a quorum is present or represented, any business
may be transacted which might have been transacted at the original meeting.
Section 2.8. Majority Rule. Except with respect to the election of
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directors as provided in Section 3.5, a majority of all the votes cast at a
meeting of the stockholders at which a quorum is present is sufficient to
approve any matter which properly comes before a meeting of the stockholders,
unless the vote of a greater number is required by the Maryland General
Corporation Law, the Charter or these Bylaws.
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Section 2.9. Voting. Each outstanding share of stock, regardless of class,
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is entitled to one vote on each matter submitted to a vote at a meeting of the
stockholders, unless otherwise provided pursuant to the Charter or by the
Maryland General Corporation Law. Voting on any question or in any election may
be by voice vote unless the chairman of the meeting orders otherwise or any
stockholder demands that voting be by ballot.
Section 2.10. Proxies. Each stockholder entitled to vote at a meeting of
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the stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for the
stockholder by proxy by signing a writing authorizing another person to act as
proxy. Signing may be accomplished by the stockholder or the stockholder's
authorized agent signing the writing or causing the stockholder's signature to
be affixed to the writing by any reasonable means, including a facsimile
signature. A stockholder may authorize another person to act as proxy by
transmitting, or authorizing the transmission of, a telegram, cablegram,
datagram, electronic mail or any other electronic or telephonic means to the
person authorized to act as proxy or to any other person authorized to receive
the proxy authorization on behalf of the person authorized to act as the proxy,
including a proxy solicitation firm or proxy support service organization. A
copy, facsimile telecommunication or other reliable reproduction of the writing
or transmission authorized hereunder may be substituted for the original writing
or transmission for any purpose for which the original writing or transmission
could be used. A proxy shall be filed with the Secretary of the Corporation at
or before the time of the meeting. Unless the proxy provides for a longer
period, it is not valid more than 11 months after its date. A duly executed
proxy shall be irrevocable if it conspicuously states that it is irrevocable and
if, and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. A proxy may be irrevocable regardless of whether
the interest with which it is coupled is an interest in the stock to be voted
under the proxy or another general interest in the Corporation or its assets or
liabilities.
Section 2.11. Voting of Shares by Certain Holders. Shares of the
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Corporation registered in the name of a corporation, partnership, trust or other
entity, if entitled to be voted, may be voted by the president or a vice
president, a general partner or trustee thereof, as the case may be, or a proxy
appointed by any of the foregoing individuals, unless some other person who has
been appointed to vote such shares pursuant to a bylaw or a resolution of the
governing board of such corporation or other entity or agreement of the partners
of the partnership presents a certified copy of such bylaw, resolution or
agreement, in which case such person may vote such shares. Any trustee or other
fiduciary may vote shares registered in his or her name as such fiduciary,
either in person or by proxy. Shares of the Corporation directly or indirectly
owned by it on the applicable record date shall not be voted at any meeting and
shall not be counted in determining the total number of outstanding shares
entitled to be voted at any given time, unless they are held by it in a
fiduciary capacity, in which case they may be voted and shall be counted in
determining the total number of outstanding shares at any given time. Shares of
the Corporation acquired by it after the applicable record date and before the
time of the meeting may be voted at the meeting by the holders of record as of
the record date and shall be counted in determining the total number of
outstanding shares entitled to be voted at the meeting.
Section 2.12. Stock Ledger; List of Stockholders. The original or a
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duplicate of the Corporation's stock ledger shall be kept at the principal
office of the Corporation's transfer agent and registrar. The officer or agent
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who has charge of the stock ledger books of the Corporation shall prepare and
make, at least ten days before each meeting of the stockholders, a complete list
of the stockholders entitled to vote at such meeting, arranged in alphabetical
order, showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. Such list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger, to
be included in the list required by this Section 2.12 or to vote in person or by
proxy at any meeting of the stockholders.
Section 2.13. Inspectors. The Board of Directors may, at or prior to any
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meeting of the stockholders, appoint one or more inspectors to act at such
meeting or any adjournment thereof. If the inspectors are not so appointed or if
any of them fails to appear or act, the chairman of the meeting may, and on the
request of any stockholder entitled to vote thereat shall, appoint inspectors.
Each inspector, before discharging his or her duties, shall take and sign an
oath to execute faithfully the duties of inspector at such meeting with strict
impartiality and according to the best of his or her ability. The inspectors
shall determine the number of shares represented at the meeting based on their
determination of the validity and effect of proxies, and the existence of a
quorum, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine and report the results, and
perform such other acts as are proper to conduct the election and voting with
fairness to all stockholders. On request of the chairman of the meeting or any
stockholder entitled to vote thereat, the inspectors shall make a report in
writing of any challenge, request or matter determined by them and shall execute
a certificate of any fact found by them. If there is more than one inspector,
the report or certificate of a majority of the inspectors shall be the report of
the inspectors. The report of the inspector or inspectors on the number of
shares represented at the meeting and the results of the voting shall be prima
facie evidence thereof. No director or candidate for the office of director
shall act as inspector of an election of directors. Inspectors need not be
stockholders.
Section 2.14. Action Without Meeting. Any action required or permitted to
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be taken at a meeting of the stockholders may be taken without a meeting if the
following are filed with the records of meetings of the stockholders: (a) a
unanimous written consent which sets forth the action and is signed by each
stockholder entitled to vote on the matter; and (b) a written waiver of any
right to dissent signed by each stockholder entitled to notice of the meeting
but not entitled to vote at such meeting. The affirmative vote of the number of
shares which would be necessary to authorize or take action at a meeting of the
stockholders pursuant to Section 2.8 is the act of the stockholders without a
meeting. Action taken by written consent is effective when the last stockholder
signs the consent, unless the consent specifies a different effective date.
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Section 2.15. Business to be Transacted at Annual Meetings.
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(a) Director Nominations. The Board of Directors, or a nominating
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committee appointed by the Board of Directors, shall nominate candidates for
election to the Board of Directors to be elected at meetings of the stockholders
at which directors are to be elected.
(b) Other Stockholder Proposals.
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(1) No business shall be transacted at any annual
meeting of the stockholders other than business that is: (i) specified in
the Corporation's notice of meeting (including stockholder proposals
included in the Corporation's proxy materials under Rule 14a-8 of
Regulation 14A or any successor rule ("Rule 14a-8") under the Securities
Exchange Act of 1934, as amended ( the "Exchange Act" )), (ii) otherwise
brought before the meeting by or at the direction of the Board of
Directors, or (iii) a proper subject for the meeting and which is timely
submitted by a stockholder of the Corporation who was a stockholder of
record both at the time of the stockholder's submission and at the time of
the annual meeting who complies fully with the notice requirements set
forth in this Section 2.15(b) in addition to any other applicable law, rule
or regulation applicable to such meeting.
(2) For business to be properly submitted by a stockholder
before any annual meeting under Section 2.15(b (1)(iii) above, a stockholder
must give timely notice in writing of such business to the Secretary of the
Corporation. To be considered timely, a stockholder's notice must be received by
the Secretary at the principal office of the Corporation not earlier than the
date which is 150 calendar days nor later than the date which is 120 calendar
days before the first anniversary of the date on which the Corporation first
mailed its proxy statement to stockholders in connection with the prior year's
annual meeting of the stockholders.
(3) If the Corporation did not hold an annual meeting during
the previous year, or if the date of the applicable year's annual meeting
has been advanced by more than 30 calendar days or delayed by more than 60
calendar days from the first anniversary of the date of the previous year's
meeting, then a stockholder's notice must be received by the Secretary not
earlier than the date which is 150 calendar days before the date on which the
Corporation first mailed its proxy statement to the stockholders in connection
with the applicable year's annual meeting and not later than the date of the
later to occur of (i) 120 calendar days before the date on which the Corporation
first mailed its proxy statement to the stockholders in connection with the
applicable year's annual meeting of the stockholders or (ii) ten calendar days
after the Corporation's first public announcement of the date of the applicable
year's annual meeting of the stockholders.
(4) Notwithstanding anything in Section 2.15(b)(2) to the
contrary, in the event that the number of directors to be elected to the
Board of Directors is increased and there is no public announcement by the
Corporation naming all of the nominees for director or specifying the size of
the increased Board of Directors at least 70 days prior to the first anniversary
of the preceding year's annual meeting, a stockholder's notice required by this
Section 2.15(b) shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to the Secretary of the Corporation not later than the close of
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business on the tenth day following the day on which such public announcement is
first made by the Corporation.
(5) A stockholder's notice to the Secretary to submit a
nomination or other business to an annual meeting of the stockholders shall
set forth: (i) the name and address of the stockholder; (ii) the class and
number of shares of stock of the Corporation held of record and beneficially
owned by such stockholder; (iii) the name(s), including any beneficial owners,
and address(es) of such stockholder(s) in which all such shares of stock are
registered on the stock transfer books of the Corporation; (iv) a representation
that the stockholder intends to appear at the meeting in person or by proxy to
submit the business specified in such notice; (v) a brief description of the
business desired to be submitted to the annual meeting of the stockholders, the
complete text of any resolutions intended to be presented at the annual meeting
and the reasons for conducting such business at the annual meeting of the
stockholders; (vi) any personal or other material interest of the stockholder in
the business to be submitted; (vii) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Exchange Act (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); and (viii) all other information relating to
the proposed business which may be required to be disclosed under applicable
law. In addition, a stockholder seeking to submit such business at an annual
meeting of the stockholders shall promptly provide any other information
reasonably requested by the Corporation.
(c) General.
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(1) Only those persons who are nominated in accordance with
the procedures set forth in this Section 2.15 shall be eligible for
election as directors at an annual meeting of the stockholders. Only business
brought before the meeting in accordance with the procedures set forth in this
Section 2.15 shall be conducted at a meeting of the stockholders. The chairman
of the meeting shall have the power and duty to determine whether a nomination
or any business proposed to be brought before the meeting was made in accordance
with the procedures set forth in this Section 2.15 and, if the chairman of the
meeting determines that any proposed nomination or business is not in compliance
with this Section 2.15, to declare that such defective proposal shall be
disregarded.
(2) For purposes of this Section 2.15, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press, Business Wire or comparable news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to the Exchange Act.
(3) Notwithstanding the foregoing provisions of this
Section 2.15, a stockholder shall also comply with all applicable
requirements of state law, the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Section 2.15.
(4) Notwithstanding the foregoing provisions of this
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Section 2.15, a stockholder who seeks to have any proposal included in the
Corporation's proxy materials shall comply with the requirements of Rule 14a-8
under the Exchange Act, and nothing in this Section 2.15 shall be deemed to
affect the rights of stockholders to request inclusion of proposals in, nor the
right of the Corporation to exclude proposals from, the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.
ARTICLE III
DIRECTORS
Section 3.1. General Powers; Directors Holding Over. The business and
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affairs of the Corporation shall be managed under the direction of its Board of
Directors. In case of failure to elect directors at an annual meeting of the
stockholders, the directors holding over shall continue to direct the management
of the business and affairs of the Corporation until their successors are
elected and qualify.
Section 3.2. Number. Except as set forth below, the number of directors of
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the Corporation shall be not less than three nor more than nine, as determined
from time to time by the Board of Directors of the Corporation, who shall be
elected at the annual meeting of the stockholders, except as provided in
Section 3.3 below. If at any time the Corporation has less than three
stockholders, the number of directors of the Corporation may be less than three
but not less than the number of stockholders. Any action by the Board of
Directors or stockholders to reduce the number of directors shall not affect the
tenure of office of any director.
Section 3.3. Classes. The Board of Directors of the Corporation shall be
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classified into three classes, equal or approximately equal in number. If the
number of directors is not divisible evenly by three, the Board of Directors
shall determine the number of directors to be in each class, with each class to
be approximately equal in number. Each such class of directors shall be elected
for successive terms ending at the annual meeting of the stockholders the third
year after election and until his or her successor is elected and qualified. In
the event of an increase or decrease in the number of directors, and the number
of directors is not divisible evenly by three, the remaining directors by
majority vote shall determine the number of directors to be in each class of
directors, with each class to be approximately equal in number, to be effective
after expiration of the remaining terms of any class which have a reduction in
number due to a decrease in the number of directors.
Section 3.4. Independent Directors. At least a majority of the entire Board
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of Directors shall be Independent Directors, as hereinafter defined. An
"Independent Director" shall mean a director who is not: (a) an officer or
employee of the Corporation; (b) the beneficial owner of five percent or more of
any class of equity securities of the Corporation, or of any entity that
controls, is controlled by, or is under common control with the Corporation; or
(c) a person who has a member of his or her immediate family who has one of the
foregoing relationships with the Corporation.
Section 3.5. Election And Tenure. Until successors are elected and qualify,
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the Board of Directors consists of the individuals named as initial directors in
the Charter. Each director shall be elected by a plurality of all the votes cast
at a meeting of the stockholders at which a quorum is present, and each director
elected shall hold office until the end of his or her term as provided herein,
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and until his or her successor is elected and qualified or until his or her
earlier resignation or removal. Each share of stock may be voted for as many
individuals as there are directors to be elected and for whose election the
share is entitled to be voted.
Section 3.6. Qualifications. Each director of the Corporation shall have
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the qualifications required by the Charter or these Bylaws. Directors need not
be residents of the State of Maryland or stockholders of the Corporation.
Section 3.7. Removal. Any director may be removed: (a) by the stockholders
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in accordance with the requirements of the Charter; or (b) by the unanimous vote
of all of the other members of the Board of Directors.
Section 3.8. Vacancies. The stockholders may elect a successor to fill any
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vacancy on the Board of Directors which results from the removal of a director.
A director elected by the stockholders to fill a vacancy which results from the
removal of a director serves for the balance of the term of the removed director
and until such director's successor is elected and qualifies. A majority of the
remaining directors, whether or not sufficient to constitute a quorum, may fill
a vacancy on the Board of Directors that results from any cause except an
increase in the authorized number of directors. A majority of the entire Board
of Directors may fill a vacancy which results from an increase in the number of
directors and, subject to Section 3.3, determine the class of such additional
director or directors. A director elected by the Board of Directors to fill a
vacancy serves until the next annual meeting of the stockholders and until such
director's successor is elected and qualifies.
Section 3.9. Lack of Directors. If at any time, by reason of death or
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resignation or other cause, the Corporation should have no directors in office,
then any officer or any stockholder or an executor, administrator, trustee or
guardian of a stockholder, or other fiduciary entrusted with like responsibility
for the person or estate of a stockholder may call a special meeting of the
stockholders in accordance with the provisions of the Charter or these Bylaws,
and an election of directors may be held in the manner provided by the Charter,
these Bylaws or the Maryland General Corporation Law.
Section 3.10. Resignation. A director may resign at any time by delivering
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written notice to the Corporation, the Board of Directors, the Chairman of the
Board or the President. A resignation is effective when notice is delivered,
unless the notice specifies a later effective date.
Section 3.11. Quorum. A majority of the entire Board of Directors shall
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constitute a quorum for the transaction of business. If a quorum shall not be
present at any meeting of the Board of Directors, a majority of the directors
present may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 3.12. Annual Meeting. The annual meeting of the Board of Directors
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for the purpose of electing officers and transacting such other business as may
be brought before the meeting shall be held each year as soon as reasonably
practicable following the annual meeting of the stockholders. No notice of such
meeting shall be necessary in order to legally constitute the meeting, provided
a quorum is present. Annual meetings may be held at such places, within or
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outside the State of Maryland, as may from time to time be determined by the
Board of Directors.
Section 3.13. Regular Meetings. Regular meetings of the Board of Directors
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may be held without notice at such places, within or outside the State of
Maryland, on such dates and at such times as may from time to time be determined
by the Board of Directors.
Section 3.14. Special Meetings. Special meetings of the Board of Directors
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may be called by the Chairman of the Board or the President and shall be called
by the Secretary on the written request of two directors. Notice of special
meetings of the Board of Directors shall be given to each director at least one
day prior to the meeting. Notice need not be in writing. Neither the business to
be transacted at, nor the purpose of, any special meeting of the Board of
Directors need be specified in the notice or waiver of notice of such meeting.
Such meetings shall be held at such places, within or outside the State of
Maryland, on such dates and at such times as may be stated in the notice.
Section 3.15. Action Without Meeting. Any action required or permitted to
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be taken at a meeting of the Board of Directors or of a committee of the Board
of Directors may be taken without a meeting, if a unanimous written consent
which sets forth the action is: (a) signed by each member of the Board of
Directors or committee; and (b) filed with the minutes of proceedings of the
Board of Directors or committee. The affirmative vote of the number of directors
that would be necessary to authorize or take action at a meeting, pursuant to
Section 3.17, is the act of the Board of Directors without a meeting. Action
taken by written consent is effective when the last director signs the consent
unless the consent specifies a different effective date.
Section 3.16. Meetings by Telephone. Members of the Board of Directors or
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any committee may participate in a meeting by means of a conference telephone or
similar communications equipment provided all persons participating in the
meeting can hear each other at the same time. A director participating in such a
meeting is deemed to be present in person at the meeting.
Section 3.17. Majority Rule. The action of a majority of the directors
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present at a meeting at which a quorum is present is the action of the Board of
Directors unless the Charter, these Bylaws or the Maryland General Corporation
Law requires a greater number.
Section 3.18. Interested Director Transactions. No contract or transaction
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(including, without limitation, a property acquisition or disposition) between
the Corporation and any of its directors, or between the Corporation and any
other corporation, firm or entity in which any of its directors is a director,
or has a material financial interest, shall be void or voidable solely for this
reason, or solely because the director is present at the meeting of the Board of
Directors or committee which authorizes, approves or ratifies the contract or
transaction, or solely because his or her vote is counted for such purpose, if
such interested director complies with the requirements of Section 2-419(b) of
the Maryland General Corporation Law or the contract or transaction is fair and
reasonable to the Corporation. Common or interested directors or the stock owned
by them or by an interested corporation, firm or other entity may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
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of a committee or at a meeting of the stockholders, as the case may be, at which
the contract or transaction is authorized, approved or ratified.
Section 3.19. Compensation. The Board of Directors shall have the authority
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to fix the compensation of directors, including compensation for service on
committees. The Board of Directors may delegate this authority to its
Compensation Committee as set forth in Section 4.5. Such compensation may
include stock options, restricted stock or other securities awarded under a plan
approved by the Board of Directors or the stockholders of the Corporation.
Directors shall be entitled to reimbursement for any reasonable expenses
incurred in attending meetings and otherwise carrying out their duties.
Section 3.20. Organization. At every meeting of the Board of Directors, the
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Chairman of the Board, or in the case of a vacancy in the office or absence of
the Chairman of the Board, the President or, in the absence of the President, a
chairman chosen by a majority of the directors present, shall act as chairman of
the meeting, and the Secretary, or, in the absence of the Secretary, an
Assistant Secretary, if any, or any other person appointed by the chairman of
the meeting, shall act as secretary of the meeting.
ARTICLE IV
COMMITTEES
Section 4.1. Appointments and Powers. The Corporation shall have an
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Executive Committee, an Audit Committee and a Compensation Committee. Each of
the Audit Committee and the Compensation Committee shall have as members no less
than two Independent Directors. In addition, the Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board of Directors,
designate one or more other committees composed of one or more directors. The
Board of Directors may designate one or more directors as alternative members of
a committee who may replace any absent or disqualified member at any meeting of
the committee. Such alternate members shall not be counted for purposes of
determining a quorum unless acting for an absent or disqualified member, in
which case they shall be counted in the place of the absent or disqualified
member. The committee, to the extent provided in said resolution or resolutions
or in these Bylaws, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the Corporation,
except that a committee may not: (i) authorize dividends on shares of the
Corporation's capital stock; (ii) amend these Bylaws; (iii) approve any merger
or share exchange which does not require stockholder approval; or (iv) authorize
or approve the issuance or sale or contract for sale of shares, except that if
the Board of Directors has given general authorization for the issuance of stock
providing for or establishing a method or procedure for determining the maximum
number of shares to be issued, such committee may authorize or fix the terms and
conditions of stock subject to classification or reclassification and the terms
on which any stock may be issued in accordance with that general authorization
or any stock option or other plan or program adopted by the Board of Directors.
Such committee or committees shall have such name or names as may be stated in
these Bylaws or as may be determined from time to time by resolution adopted by
the Board of Directors. Committees may set their own policies and procedures to
the extent consistent with the Maryland General Corporation Law.
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Section 4.2. Minutes. Committees shall keep regular minutes of their
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proceedings and report the same to the Board of Directors when required.
Section 4.3. Executive Committee. The Executive Committee shall act in the
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absence of the Board of Directors and shall be delegated all of the powers of
the Board of Directors except as limited by the Maryland General Corporation
Law.
Section 4.4. Audit Committee. The Audit Committee shall have the special
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duties described below:
(a) The Audit Committee shall select and engage on behalf of the
Corporation, and fix the compensation of, a firm of independent certified public
accountants whose duty it shall be to audit the books and accounts of the
Corporation and its subsidiaries for the fiscal year in which they are
appointed, and who shall report to such Audit Committee.
(b) The Audit Committee shall confer with the independent certified public
accountants and shall determine, and from time to time shall report to the Board
of Directors upon, the plans and results of the auditing of the books and
accounts of the Corporation.
(c) The Audit Committee shall review the services provided by, the
independence of, and the fees charged by the independent certified public
accountants, and from time to time shall report upon the same to the Board of
Directors.
(d) The Audit Committee shall review the adequacy of the Corporation's
internal accounting controls, and from time to time shall report upon the same
to the Board of Directors.
(e) The Audit Committee shall have such other powers as may be delegated by
the Board of Directors from time to time.
None of the members of the Audit Committee shall be officers or employees of th
Corporation.
Section 4.5. Compensation Committee. The Compensation Committee shall
------------------------
establish a general compensation policy for the Corporation, shall (subject to
any delegated authority under Section 3.19) approve increases in directors' fees
and shall approve increases in salaries paid to officers and senior employees
earning an annual base salary in excess of $200,000. The Compensation Committee
shall have all the powers of administration under all of the Corporation's
employee benefit plans, including any stock compensation plans, bonus plans,
retirement plans, stock purchase plans and medical, dental and insurance plans.
In connection therewith, the Compensation Committee shall determine, subject to
the provision of the Corporation's plans, the directors, officers and employees
of the Corporation eligible to participate in any of the plans, the extent of
such participation, and the terms and conditions under which benefits may be
vested, received or exercised.
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ARTICLE V
NOTICES
Section 5.1. Notice. Except as otherwise specifically provided herein,
-------
notices to the stockholders and directors shall specify the date, time and place
of the meeting. Notice is given to a stockholder as provided in Section 2.4.
Notice is given to a director when it is: (a) personally delivered or
communicated by telephone to the director; (b) left at the director's residence
or usual place of business; (c) mailed to the director at the director's address
as it appears on the records of the Corporation; or (d) transmitted to the
director by electronic mail to any electronic mail address of the director or by
any other electronic means. If mailed, notice is deemed to be given when
deposited in the United States mail, postage prepaid, and addressed to the
director at the director's address as it appears on the records of the
Corporation.
Section 5.2. Waiver of Notice. Whenever any notice of the time, place or
-----------------
purpose of a meeting is required to be given to any stockholder or director
under the Maryland General Corporation Law, the Charter or these Bylaws, a
written waiver, signed by the person entitled to notice and delivered to the
Corporation and filed with the Corporation's minutes or records, whether before
or after the time stated therein, shall be deemed equivalent to notice. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the stockholders, Board of Directors or members of a committee of the
Board of Directors need be specified in any written waiver of notice unless
required by the Charter, these Bylaws or the Maryland General Corporation Law.
Section 5.3. Attendance Constitutes Waiver. Attendance of a person at a
--------------------------------
regular or special meeting of the stockholders, the Board of Directors, or any
committee of the Board of Directors in person or by proxy shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called or
convened.
ARTICLE VI
OFFICERS
Section 6.1. Officers. The officers of the Corporation shall consist of a
---------
Chairman of the Board, President, Secretary and Treasurer, and may include a
Vice Chairman of the Board, a Chief Executive Officer, one or more Vice
Presidents (any one or more of which may be designated as a senior or executive
vice president), a Chief Financial Officer and one or more assistant vice
presidents, assistant treasurers, assistant controllers and assistant
secretaries, each of whom shall be elected by the Board of Directors. In
addition, the Board of Directors may from time to time appoint such other
officers with such powers and duties as they shall deem necessary or desirable.
Any number of offices may be held by the same person except the offices of
President and Vice President shall not be held by the same person concurrently.
Section 6.2. Election. At the first meeting of the Board of Directors
---------
following the annual meeting of the stockholders, or as soon thereafter as is
conveniently possible, the Board of Directors shall elect a Chairman of the
Board, President, Secretary and Treasurer and such other additional officers,
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assistant officers and agents as may be deemed necessary. The Board of Directors
may elect officers at such additional times as it deems advisable. The election
or appointment of an officer shall not by itself create contract rights.
Section 6.3. Removal. If the Board of Directors in its judgment finds that
--------
the best interests of the Corporation will be served, it may remove any officer
or agent of the Corporation. The removal of an officer or agent does not
prejudice any of his or her contract rights, if any, with the Corporation.
Section 6.4. Term of Office; Resignation; Vacancies. An officer of the
-----------------------------------------
Corporation shall serve for the term provided within any applicable contract for
employment or, absent such contract, shall serve until his or her successor is
elected and qualified or until his or her earlier resignation or removal. Any
officer may resign at any time upon written notice to the Corporation. A
resignation is effective when the notice is delivered, unless the notice
specifies a later effective date. If a resignation is made effective at a later
date and the Corporation accepts such later date, the Board of Directors may
fill the pending vacancy before the effective date if it provides that the
successor does not take office until the effective date. An officer's
resignation does not affect the Corporation's contract rights, if any, with the
officer. Any vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise shall be filled by the Board of Directors or
by such officer or agent of the Corporation to whom the Board of Directors may
expressly delegate such authority.
Section 6.5. Chairman of the Board. The Chairman of the Board shall be
-----------------------
chosen from among the members of the Board of Directors, shall be the Chief
Executive Officer of the Corporation, shall perform such duties as may be
delegated by the Board of Directors and shall preside at all meetings of the
stockholders and the Board of Directors. The Chairman of the Board shall have
general powers and duties of supervision and management usually vested in the
office of chairman of the board and chief executive officer of a corporation,
except as modified by the Board of Directors. The Chairman of the Board shall
have general supervision, direction and control of the business of the
Corporation, and shall see that all orders and resolutions of the Board of
Directors are carried into effect.
Section 6.6. President. The President shall have general powers and duties
----------
of supervision and management usually vested in the office of president of a
corporation, except as modified by the Board of Directors. The President shall
have general supervision, direction and control of the business of the
Corporation, and shall see that all orders and resolutions of the Board of
Directors are carried into effect. In the absence of the Chairman of the Board,
the President shall preside at all meetings of the stockholders and the Board of
Directors. The President shall have the power to appoint, remove and suspend
subordinate officers, agents and factors upon such terms and conditions as he
deems reasonable and appropriate. The President shall have such powers and
duties as usually pertain to such office, except as the same may be modified by
the Board of Directors.
Section 6.7. Chief Financial Officer. The Board of Directors may designate
------------------------
a Chief Financial Officer from among the elected officers. Said officer will
have the responsibilities and duties as the Board of Directors may from time to
time prescribe or as the President may from time to time delegate.
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Section 6.8. Vice Presidents. The Vice Presidents shall, in the absence or
----------------
disability of the President, perform the duties and exercise the powers of the
President as determined by the Board of Directors. They shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe or as the President may from time to time delegate.
Section 6.9. Secretary. The Secretary shall attend all meetings of the
----------
Board of Directors and the stockholders, and record all the proceedings of such
meetings in a book to be kept for that purpose. The Secretary shall give, or
cause to be given, notice of all meetings of the stockholders and special
meetings of the Board of Directors, and shall perform such other duties as the
Board of Directors may from time to time prescribe or as the President may from
time to time delegate.
Section 6.10. Assistant Secretaries. The Assistant Secretaries shall, in
-----------------------
the absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary as determined by the Board of Directors. They shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe or as the President may from time to time
delegate.
Section 6.11. Treasurer. The Treasurer shall have custody of the corporate
----------
funds and securities, and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation, and shall deposit all
moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors at its regular meetings, or
when the Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the Corporation. The Treasurer shall
perform such other duties and have such other authority and powers as the Board
of Directors may from time to time prescribe or as the President may from time
to time delegate.
Section 6.12. Assistant Treasurers. The Assistant Treasurers shall, in the
---------------------
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer as determined by the Board of Directors. They shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe or as the President may from time to time
delegate.
ARTICLE VII
SHARES
Section 7.1. Certificates For Shares. The shares of the Corporation shall
------------------------
be represented by certificates which shall be in a form approved by the Board of
Directors and contain such information as may be required by the Maryland
General Corporation Law or any securities exchanges on which any shares of the
Corporation may be listed.
Section 7.2. Facsimile Signatures. Any or all the signatures on the
----------------------
certificate may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
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such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he or she were such officer at the date
of issue.
Section 7.3. Lost, Stolen or Destroyed Certificates. The Board of Directors
---------------------------------------
may determine the conditions for issuing a new stock certificate in place of any
certificate issued by the Corporation which is alleged to have been lost, stolen
or destroyed. The Board of Directors may require the owner of the lost, stolen
or destroyed certificate to give to the Corporation a bond with sufficient
surety to indemnify the Corporation against any loss or claim arising as a
result of the issuance of a new certificate. The issuance of a new certificate
under this Section 7.3 does not constitute an over issue of the shares it
represents.
Section 7.4. Transfer Of Shares. Upon surrender to the Corporation or the
-------------------
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
Section 7.5. Record Date For Notice and Voting. For the purpose of
--------------------------------------
determining the stockholders entitled to notice of or to vote at any meeting of
the stockholders or any adjournment thereof, the Board of Directors may set a
record date or direct that the stock transfer books be closed for a stated
period for the purpose of making any proper determination with respect to the
stockholders. The record date shall be not more than 90 days nor less than ten
days before the date on which the action requiring the determination will be
taken. The transfer books may not be closed for a period longer than 20 days. If
no record date is fixed by the Board of Directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of
the stockholders shall be the later of: (a) the close of business on the day on
which notice of the meeting is mailed; or (b) the 30th day before the meeting. A
determination of the stockholders of record entitled to notice of or to vote at
a meeting of the stockholders shall apply to any adjournment of the meeting not
more than 120 days after the original record date; provided, however, that the
Board of Directors may fix a new record date of the adjourned meeting.
Section 7.6. Record Date For Dividends. For the purpose of determining the
--------------------------
stockholders entitled to receive payment of any dividend or an allotment of any
rights, the record date is such date as is determined by the Board of Directors
in accordance with Section 2-511 of the Maryland General Corporation Law.
Section 7.7. Stockholders Of Record. The Corporation shall be entitled to
-----------------------
recognize the exclusive rights of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of the State of
Maryland.
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ARTICLE VIII
GENERAL PROVISIONS
Section 8.1. Dividends and Distributions. Subject to the provisions of the
----------------------------
Charter and the Maryland General Corporation Law, the Board of Directors of the
Corporation may, at any regular or special meeting, authorize the payment of
dividends and other distributions upon the capital stock of the Corporation, as
and when the Board of Directors may deem expedient. Dividends and other
distributions may be paid in cash, property or shares of the Corporation,
subject to the provisions of Maryland General Corporation Law and the Charter.
Section 8.2. Checks, Notes and Drafts. All checks, notes, drafts or other
--------------------------
orders for the payment of money, or other evidences of indebtedness of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Section 8.3. Fiscal Year. The fiscal year of the Corporation shall be the
------------
calendar year, unless otherwise fixed by the Board of Directors.
Section 8.4. Annual Statement Of Affairs. The President, or any other
------------------------------
executive officer of the Corporation designated by the Board of Directors, shall
prepare annually a full and correct statement of the affairs of the Corporation,
to include a balance sheet and a financial statement of operations for the
preceding fiscal year. The statement of affairs shall be submitted at the annual
meeting of the stockholders and, within 20 days after such meeting, placed on
file at the principal office of the Corporation.
Section 8.5. Statements From Stockholders. In order to maintain its status
-----------------------------
as a real estate investment trust under the Internal Revenue Code of 1986, as
amended (the "Code"), the Corporation shall demand annual written statements
from the stockholders of record disclosing the actual owners of the shares of
the Corporation to the extent required by Treasury Regulation Section
1.857-8(d). Such written statements from the stockholders of record shall be
demanded by the Corporation within 30 days after the close of the Corporation's
taxable year. A list of the persons failing or refusing to comply in whole or in
part with the Corporation's demand for statements shall be maintained as part of
the Corporation's records. The Corporation shall also maintain, within the
Internal Revenue District in which it is required to file its federal income tax
return, permanent records showing the information it has received as to actual
ownership of those shares and a list of those persons failing or refusing to
comply with that demand. Stockholders of the Corporation shall comply with the
Corporation's demand for statements pursuant to Section 857 of the Code.
ARTICLE IX
AMENDMENTS
The Board of Directors may amend or repeal any provision of these Bylaws
without the consent of the stockholders, unless (i) the Charter or the Maryland
General Corporation Law reserves this power exclusively to the stockholders, or
(ii) the stockholders, in amending or repealing a particular bylaw, provide
expressly that the Board of Directors may not amend or repeal that particular
bylaw. Notwithstanding any of the provisions of these Bylaws (and
-42-
notwithstanding the fact that a lesser percentage may be specified by law, or
these Bylaws) the affirmative vote of the holders of at least 90% of the common
stock and, if any, preferred stock entitled to vote, voting together as a single
class, shall be required in order for the stockholders to amend or repeal any
provision of these Bylaws.
ARTICLE X
INDEMNIFICATION
The Corporation shall indemnify and advance expenses to its directors,
officers, employees and agents to the fullest extent permitted by the Maryland
General Corporation Law, and as provided in the Corporation's Articles of
Incorporation. The Corporation may purchase and maintain liability insurance or
make other arrangements for such obligations.
ARTICLE XI
EMERGENCY BYLAW
In the event that a quorum of directors cannot be readily assembled because
of a catastrophic event, the Board of Directors may take action by the
affirmative vote of a majority of those directors present at a meeting and may
exercise any emergency power granted to a board of directors under the Maryland
General Corporation Law not inconsistent with this bylaw. If less than three
regularly elected directors are present, the director present having the
greatest seniority as a director may appoint one or more persons (not to exceed
the number most recently fixed by the Board pursuant to Section 3.2) from among
the officers or other executive employees of the Corporation to serve as
substitute directors. If no regularly elected director is present, the officer
present having the greatest seniority as an officer shall serve as a substitute
director, shall appoint up to four additional persons from among the officers or
other executive employees of the Corporation to serve as substitute directors.
Special meetings of the Board of Directors may be called in an emergency by the
director or, if no director is present at the Corporation's principal offices,
by the officer present having the greatest seniority as an officer.
-43-
Exhibit 10
-44-
AMENDMENT NO. 1
TERM LOAN CREDIT AGREEMENT
THIS AMENDMENT NO. 1 dated as of October 14, 1999 (the "Amendment") to the
Term Loan Credit Agreement referenced below, is by and among HEALTHCARE REALTY
TRUST INCORPORATED, a Maryland corporation, and CAPSTONE CAPITAL CORPORATION, a
Maryland corporation, as Borrowers, the banks identified therein and BANK OF
AMERICA, N.A. (formerly known as NationsBank, N.A.), as Administrative Agent.
Terms used but not otherwise defined shall have the meaning provided in the Term
Loan Credit Agreement.
W I T N E S S E T H
WHEREAS, a $200 million term loan facility, consisting of a $187.4 million
Tranche A Term Loan to Healthcare Realty Trust Incorporated ("HRT") and a $12.6
million Tranche B Term Loan to Capstone Capital Corporation ("CCT", and together
with HRT, the "Borrowers"), was established pursuant to the terms of that Credit
Agreement dated as of October 15, 1998 (as amended and modified, the "Term Loan
Credit Agreement") among HRT and CCT, as Borrowers, the banks identified
therein, and NationsBank, N.A., (now known as Bank of America, N.A.), as
Administrative Agent;
WHEREAS, approximately $147.7 million remains outstanding on the Tranche A
Term Loan and the Tranche B Term Loan has been paid;
WHEREAS, HRT has requested extension of the Tranche A Term Loan and certain
other modifications to the Term Loan Credit Agreement;
WHEREAS, the Banks have agreed to the requested extension and modifications
on the terms and conditions set forth herein;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. The Term Loan Credit Agreement is amended and modified in the following
respects:
1.1 The Tranche A Maturity Date is extended to January 14, 2000.
1.2 The definition of "Applicable Percentage" is amended to read as
follows:
"Applicable Percentage" means for any day, a rate per annum
equal to (i) one and three-fourths percent (1.75%) in the case of
Eurodollar Loans, and (ii) three-fourths of one percent (0.75%) in
the case of Base Rate Loans.
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1.3 Notwithstanding anything to the contrary contained in the Term Loan
Credit Agreement, the Banks hereby consent to prepayment of up to $16.5
million on indebtedness owing to SouthTrust Bank, N.A. provided that the
principal balance of the Tranche A Term Loan is at such time [$63.45]
million or less.
2. This Amendment shall be effective upon satisfaction of the following
conditions:
(a) receipt by the Agent of executed signature pages from the Banks and
the Borrowers; and
(b) receipt by the Agent for the ratable benefit of the Banks holding
the Tranche A Term Loan an amendment fee of twenty five basis points(0.25%)
on the outstanding principal balance of the Tranche A Term Loan.
3. HRT will deliver to the Agent on or before October 30, 1999 certified
copies of resolutions and other documentation evidencing approval of the
transactions contemplated in this Amendment and a legal opinion of counsel for
the Borrowers, in form reasonably satisfactory to the Agent and the Banks, and
including, among other things, enforceability of this Amendment.
4. Except as modified hereby, all of the terms and provisions of the Term
Loan Credit Agreement (including schedules and exhibits) shall remain in full
force and effect.
5. The Borrowers agree to pay all reasonable costs and expenses of the
Agent in connection with the preparation, execution and delivery of this
Amendment,including the reasonable fees and expenses of Moore & Van Allen, PLLC.
6. This Amendment may be executed in any number of counterparts, each
of which when so executed and delivered shall be deemed an original, and it
shall not be necessary in making proof of this Amendment to produce or account
for more than one such counterpart.
7. This Amendment shall be governed by and construed in accordance with
the laws of the State of North Carolina.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, each of the undersigned parties has caused this
Amendment to be executed as of the day and year first above written.
BORROWERS: HEALTHCARE REALTY TRUST INCORPORATED,
a Maryland corporation
By: ________/s/________________________
Name: Timothy G. Wallace
Title: Executive Vice President
AGENT: BANK OF AMERICA, N.A. (formerly known as
NationsBank, N.A.), as Agent under the
Term Loan Credit Agreement
By:__________________________________
Name:
Title:
BANKS: BANK OF AMERICA, N.A. (formerly known as
NationsBank, N.A.)
By:__________________________________
Name:
Title:
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ACKNOWLEDGED & AGREED:
GUARANTORS: DURHAM MEDICAL OFFICE BUILDING, INC.,
a Texas corporation
HEALTHCARE REALTY SERVICES INCORPORATED,
an Alabama corporation
HR ASSETS, INC., a Texas corporation
FIR CAPITAL, INC., a Texas corporation
HR FUNDING, INC., a Texas corporation
HR INTERESTS, INC., a Texas corporation
HR OF TEXAS, INC., a Maryland corporation
HRT OF ALABAMA. INC., an Alabama corporation
HRT OF DELAWARE, INC., a Delaware corporation
HRT OF FLORIDA, INC., a Florida corporation
HRT OF ROANOKE, INC. a Virginia corporation
HRT OF TENNESSEE, INC., a Tennessee corporation
HRT OF VIRGINIA, INC., a Virginia corporation
PENNSYLVANIA HRT, INC., a Pennsylvania corporation
HR of SAN ANTONIO, INC., a Texas corporation
By: /S/______________________________
Name: Roger O. West
Title: Executive Vice President
for each of the foregoing subsidiaries
PASADENA MEDICAL PLAZA SSJ, LTD.,
A Florida limited partnership
By: Healthcare Realty Trust Incorporated,
a Maryland corporation
By:/S/____________________________
Name: Roger O. West
Title: Executive Vice President
SAN ANTONIO SSP, LTD., a Texas limited partnership
By: SSP San Antonio, Inc., a Texas corporation,
as General Partner
By: /S/_____________________________
Name: Roger O. West
Title: Executive Vice President
HR ACQUISITION I CORPORATION,
f/k/a Capstone Capital Corporation,
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a Maryland corporation
CAPSTONE CAPITAL OF ALABAMA, INC.,
an Alabama corporation
CAPSTONE-CAPITAL OF BAYTOWN, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF BONITA BAY, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF CALIFORNIA, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF CAPE CORAL, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF KENTUCKY, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF LAS VEGAS, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF LOS ANGELES, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF MASSACHUSETTS. INC.,
an Alabama corporation
CAPSTONE CAPITAL OF PENNSYLVANIA, INC.,
a Pennsylvania corporation
CAPSTONE CAPITAL OF SARASOTA, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF TEXAS, INC
an Alabama corporation
CAPSTONE CAPITAL OF VIRGINIA. INC.,
an Alabama corporation
CAPSTONE CAPITAL PROPERTIES, INC.,
an Alabama corporation
CAPSTONE CAPITAL SENIOR HOUSING, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF OCOEE, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF PORT ORANGE, INC.,
an Alabama corporation
By: /S/________________________________
Name: Roger O. West
Title: Executive Vice President
for each of the foregoing subsidiaries of HR Acquisition I Corporation;
CAPSTONE OF BONITA BAY, LTD., an Alabama limited
partnership
By: CAPSTONE CAPITAL OF BONITA BAY, INC.,
an Alabama corporation, as General Partner
-49-
By: /S/_____________________________
Name: Roger O. West
Title: Executive Vice President
CAPSTONE OF LOS ANGELES, LTD., an Alabama limited
partnership
By: CAPSTONE CAPITAL OF CALIFORNIA, INC., an
Alabama Corporation, as General Partner
By: /S/____________________________
Name: Roger O. West
Title: Executive Vice President
CAPSTONE OF CAPE CORAL, LTD., an Alabama limited
partnership
By: CAPSTONE CAPITAL OF CAPE CORAL. INC.. an
Alabama corporation, as General Partner
By: /S/____________________________
Name: Roger O. West
Title: Executive Vice President
CAPSTONE OF LAS VEGAS, LTD., an Alabama limited
partnership
BY: CAPSTONE CAPITAL OF LAS VEGAS, INC., an
Alabama corporation, as General Partner
By: /S/____________________________
Name: Roger O. West
Title: Executive Vice President
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CAPSTONE OF SARASOTA.. LTD., an Alabama limited
partnership
By: CAPSTONE CAPITAL OF SARASOTA, INC., an Alabama
By: /S/____________________________
Name: Roger O. West
Title: Executive Vice President
CAPSTONE CAPITAL OF SAN ANTONIO. LTD., an Alabama
limited partnership
By: CAPSTONE CAPITAL OF TEXAS, INC., an Alabama
corporation, as General Partner
By: /S/____________________________
Name: Roger O. West
Title: Executive Vice President
CAPSTONE OF VIRGINIA LIMITED PARTNERSHIP, an
Alabama limited partnership
BY CAPSTONE CAPITAL OF VIRGINIA, INC., an Alabama
corporation, as General Partner
By: /S/____________________________
Name: Roger O. West
Title: Executive Vice President
CAPSTONE OF OCOEE, LTD., an Alabama limited
partnership
By: CAPSTONE CAPITAL OF OCOEE, INC., an Alabama
corporation, as General Partner
By: /S/____________________________
Name: Roger O. West
Title: Executive Vice President
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CAPSTONE OF PORT ORANGE, LTD., an Alabama limited
partnership
By: CAPSTONE CAPITAL OF PORT ORANGE, INC., an
Alabama corporation, as General Partner
By: /S/____________________________
Name: Roger O. West
Title: Executive Vice President
CAP-BAY IV, LTD., an Alabama limited partnership
BY: CAPSTONE CAPITAL SENIOR HOUSING, INC., an
Alabama corporation, as General Partner
By: /S/____________________________
Name: Roger O. West
Title: Executive Vice President
CAP-BAY V, LTD., an Alabama limited partnership
By: CAPSTONE CAPITAL SENIOR HOUSING, INC., an
Alabama corporation, as General Partner
By: /S/____________________________
Name: Roger O. West
Title: Executive Vice President
CAP-BAY VII, LTD., an Alabama limited partnership
By: CAPSTONE CAPITAL SENIOR HOUSING, INC., an
Alabama corporation, as General Partner
By: /S/____________________________
Name: Roger O. West
Title: Executive Vice President
CAP-BAY VIII, LTD., an Alabama limited
partnership
By: CAPSTONE CAPITAL OF CALIFORNIA, INC.,
an Alabama Corporation, as General Partner
By: /S/____________________________
Name: Roger O. West
Title: Executive Vice President
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