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EXHIBIT 10.13
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
This FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (the "First
Amendment") is made as of this 12th day of January, 1995 by and among
MEDITRUST, a Massachusetts business trust, with its chief executive office
located at 197 First Avenue, Needham, Massachusetts 02194 ("Meditrust"),
the corporations, partnerships and other entities listed on the signature
pages hereto and such other corporations, partnerships and entities that
may become parties to this Agreement from time to time in accordance with
the provisions hereof (Meditrust and such corporations, partnerships and
entities being referred to individually and collectively as the "Company");
the lending institutions listed on the signature pages hereto and such
other lending institutions that may become parties to this Agreement from
time to time in accordance with the provisions hereof (such lending
institutions being referred to individually as a "Bank" and collectively as
the "Banks"); FLEET BANK, NATIONAL ASSOCIATION, a national banking
association, with its head office located at One Constitution Plaza,
Hartford, Connecticut 06115-1600 ("Fleet") and FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, a national banking association, with its head office
located at One First Union Center, Charlotte, North Carolina 28288-0735
("FUB") as agents for the Banks (in such capacity, individually the "Agent"
and collectively, the "Agents").
W I T N E S S E T H:
WHEREAS, the Company, the Banks and the Agents entered into a certain
Revolving Credit Agreement as of the 31st day of May, 1994 (the
"Agreement") whereby the Banks agreed to make loans and advances and
otherwise extend credit to the Company; and
WHEREAS, the Company, the Banks and the Agents desire to amend the
Agreement in certain respects; and
WHEREAS, Section 12.10. of the Agreement provides that no modification
or amendment of the Agreement shall be effective unless the same shall be
in writing and signed by the parties thereto;
NOW, THEREFORE, in consideration of one dollar ($1.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company, the Banks and the Agents agree as follows:
1. Amendment of Agreement. The Company, the Banks and the
Agents hereby agree to amend the Agreement as follows:
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a. Section 1.21. of the Agreement, entitled "Combined Commitment
Amount," is hereby repealed in its entirety and the following is inserted
in lieu thereof as a new Section 1.21., also entitled "Combined Commitment
Amount":
Section 1.21. "Combined Commitment Amount" means an amount equal to the
sum of all Commitments as in effect from time to time in accordance
with the provisions hereof, but in no event greater than ONE HUNDRED
FIFTY-FIVE MILLION AND NO/100 DOLLARS ($155,000,000.00).
b. Exhibit B to the Agreement, representing the form of the Revolving
Credit Note, is hereby deleted in its entirety and Exhibit B attached
hereto is hereby substituted in lieu thereof.
c. Schedule 1.22. to the Agreement, entitled COMMITMENTS AND
COMMITMENT PERCENTAGES, is hereby deleted in its entirety and Schedule
1.22. attached hereto is hereby substituted in lieu thereof.
2. Effect of Amendment. The Company, the Banks and the Agents hereby
agree and acknowledge that except as provided in this First Amendment, the
Agreement, the Notes and the Other Documents remain in full force and
effect and have not been modified or amended in any respect, it being the
intention of the Company, the Banks and the Agents that this First
Amendment and the Agreement be read, construed and interpreted as one and
the same instrument.
3. Capitalized Terms. All capitalized terms not otherwise defined in
this First Amendment shall have the meanings ascribed to such terms in the
Agreement.
IN WITNESS WHEREOF, the Company, the Agents and the Banks have executed
this Agreement as of the date first set forth above.
THE COMPANY:
MEDITRUST
By:_____________________________
Name:
Its:
MEDITRUST OF FLORIDA, INC.
(f/k/a Mediplex of Queens, Inc.)
MEDITRUST OF ALABAMA, INC.
MEDITRUST OF ARKANSAS, INC.
MEDITRUST OF KANSAS, INC.
MEDITRUST OF LOUISIANA, INC.
MEDITRUST AT ALPINE, INC.
MEDITRUST OF HOUSTON, INC.
MEDITRUST AT MOUNTAINVIEW, INC.
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MEDITRUST OF BATON ROUGE, INC.
MEDITRUST OF TEXAS, INC.
MEDITRUST OF CALIFORNIA, INC.
MEDITRUST OF COLORADO, INC.
MEDITRUST OF MICHIGAN, INC.
MEDITRUST OF MISSOURI, INC.
MEDITRUST OF WYOMING, INC.
MEDITRUST OF WASHINGTON, INC.
MEDITRUST MORTGAGE INVESTMENTS, INC.
MEDITRUST OF LOS ANGELES, INC.
MEDITRUST OF OHIO, INC.
MEDITRUST OF BAKERSFIELD,
CALIFORNIA, INC.
MEDITRUST OF ARLINGTON, TEXAS, INC.
MEDITRUST ACQUISITION CORPORATION
MARIN HEALTH CARE ASSOCIATES
LIMITED PARTNERSHIP
By: Meditrust of California,
Inc., General Partner
MEDITRUST OF DESOTO LIMITED
PARTNERSHIP
By Meditrust of Texas, Inc.,
General Partner
PLAZA MEDICAL NURSING FACILITY
By Meditrust, General Partner
MEDITRUST OF ARIZONA, INC.
MEDITRUST MANAGEMENT CORP.
MEDITRUST OF CONNECTICUT, INC.
MEDITRUST OF SAN ANTONIO , INC.
MEDITRUST OF MARYLAND, INC.
MEDITRUST TRI-STATES, INC.
MEDITRUST OF KENTUCKY, INC.
MEDITRUST DEPOSITORY CORPORATION
(f/k/a Meditrust Holding VI, Inc.)
MEDITRUST HOLDING VII, INC.
MEDITRUST OF MASSACHUSETTS, INC.
MEDITRUST FINANCE CORPORATION
MEDITRUST OF COLLEGE STATION, INC.
MEDITRUST OF NEW YORK, INC.
PACIFIC FINANCE CORPORATION
MEDITRUST FINANCIAL SERVICES
CORPORATION
MEDITRUST OF NEW HAMPSHIRE, INC.
MEDITRUST OF LYNN, INC.
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MEDITRUST OF BENTON, INC.
NEW ENGLAND FINANCE CORPORATION
(as to all of the foregoing)
By:____________________________
Name:
Its:
THE BANKS:
FLEET BANK, NATIONAL ASSOCIATION
By:______________________________
Name:
Its:
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
By:______________________________
Name:
Its:
THE BANK OF CALIFORNIA, N.A.
By:______________________________
Name:
Its:
THE BANK OF TOKYO TRUST COMPANY
By:______________________________
Name:
Its:
SHAWMUT BANK CONNECTICUT, N.A.
By:______________________________
Name:
Its:
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NATIONAL WESTMINSTER BANK USA
By:______________________________
Name:
Its:
THE RIGGS NATIONAL BANK OF
WASHINGTON, D.C.
By:______________________________
Name:
Its:
THE BANK OF NEW YORK
By:______________________________
Name:
Its:
THE AGENTS:
FLEET BANK, NATIONAL ASSOCIATION
By:______________________________
Name:
Its:
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
By:______________________________
Name:
Its:
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EXHIBIT B
FORM OF REVOLVING CREDIT NOTE
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SCHEDULE 1.22.
COMMITMENT AND COMMITMENT PERCENTAGES
Commitment Amount Commitment Percentages
Fleet Bank,
National Association $25,000,000.00 16.1290322
First Union National
Bank of North Carolina $25,000,000.00 16.1290322
The Bank of California,
N.A. $20,000,000.00 12.9032258
The Bank of Tokyo
Trust Company $15,000,000.00 9.6774193
Shawmut Bank Connecticut
N.A. $25,000,000.00 16.1290322
National Westminster Bank
USA $25,000,000.00 16.1290322
The Riggs National Bank
of Washington, D.C. $10,000,000.00 6.4516129
The Bank of New York $10,000,000.00 6.4516129