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EXHIBIT 10.15
AMENDMENT NO. 2
TERM LOAN CREDIT AGREEMENT
THIS AMENDMENT NO. 2 dated as of January 14, 2000 (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.
WITNESSETH
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 $113,700,000 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 are hereby
acknowledged, the parties hereto 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 April 14, 2000.
1.2 The definition of "Applicable Percentage" in Section 1.1 of the
Term Loan Credit Agreement is amended to read as follows:
"Applicable Percentage" means, for any day, a per
annum rate equal to (a) in the case of Eurodollar Loans, 2.00%
and (b) in the case of Base Rate Loans, 1.00%.
2. The parties hereto agree that if on March 14, 2000 Bank of America,
N.A. holds more than $25 million of the aggregate principal amount of the
Tranche A Term Loan, then (a) the Applicable Percentage for Eurodollar Loans
shall be increased to 2.50% and (b) the Applicable Percentage for Base Rate
Loans shall be increased to 1.50%, in each case, on and from such date.
3. This Amendment shall be effective upon execution hereof by the Banks
and the Borrowers.
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4. HRT covenants and agrees that, within five (5) days following the
date of this Amendment, it will pay to the Agent, for the ratable benefit of the
Banks holding the Tranche A Term Loan, an extension fee of 25 basis points
(0.25%) on the outstanding principal balance of the Tranche A Term Loan as of
the date of this Amendment.
5. HRT will deliver to the Agent on or before January 31, 2000
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.
6. 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.
7. 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.
8. 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.
9. 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/
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Name: Roger O. West
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: /S/
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Name: Ashley M. Crabtree
Title: Managing Director
BANKS: BANK OF AMERICA, N.A. (formerly known as
NationsBank, N.A.)
By: /S/
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Name: Ashley M. Crabtree
Title: Managing Director
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/
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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/
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Name: Roger O. West
Title: Executive Vice President
SAN ANTONIO SSP, LTD., a Texas limited partnership
By: HR of San Antonio, Inc., a Texas corporation, as General
Partner
By: /S/
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Name: Roger O. West
Title: Executive Vice President
HR ACQUISITION I CORPORATION,
f/k/a Capstone Capital Corporation,
a Maryland corporation
CAPSTONE CAPITAL OF ALABAMA, INC.,
an Alabama corporation
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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 OCOEE, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF PENNSYLVANIA, INC.,
a Pennsylvania corporation
CAPSTONE CAPITAL OF PORT ORANGE, INC.,
an Alabama corporation
CAPSTONE CAPITAL PROPERTIES, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF SARASOTA, INC.,
an Alabama corporation
CAPSTONE CAPITAL SENIOR HOUSING, INC.,
an Alabama corporation
CAPSTONE CAPITAL OF TEXAS, INC
an Alabama corporation
CAPSTONE CAPITAL OF VIRGINIA, INC.,
an Alabama corporation
By: /S/
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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
By: /S/
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Name: Roger O. West
Title: Executive Vice President
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CAPSTONE OF CAPE CORAL, LTD., an Alabama limited partnership
By: CAPSTONE CAPITAL OF CAPE CORAL. INC..
an Alabama corporation, as General Partner
By: /S/
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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/
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Name: Roger O. West
Title: Executive Vice President
CAPSTONE OF LOS ANGELES, LTD., an Alabama
limited partnership
By: CAPSTONE CAPITAL OF LOS ANGELES, INC., an Alabama
Corporation, as General Partner
By: /S/
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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/
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Name: Roger O. West
Title: Executive Vice President
CAPSTONE OF PORT ORANGE, LTD., an Alabama
limited partnership
By: CAPSTONE CAPITAL OF PORT ORANGE, INC.,
an Alabama corporation, as General Partner
By: /S/
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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/
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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 corporation, as General Partner
By: /S/
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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/
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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/
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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/
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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/
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Name: Roger O. West
Title: Executive Vice President
CAP-BAY VIII, LTD., an Alabama limited
partnership
By: CAPSTONE CAPITAL SENIOR HOUSING, INC.,
an Alabama Corporation, as General Partner
By: /S/
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Name: Roger O. West
Title: Executive Vice President
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