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EXHIBIT 10.1
AMENDMENT NO. 4
TERM LOAN CREDIT AGREEMENT
THIS AMENDMENT NO. 4 dated as of May 30, 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 meanings 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 (the "Banks"), and NationsBank, N.A., (now known as Bank of
America, N.A.), as administrative agent (in such capacity, the "Agent");
WHEREAS, approximately $42.8 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 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 November 30, 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, 250 basis points
(2.50%) and (b) in the case of Base Rate Loans, 150 basis points
(1.50%).
Provided, however, that if less than $25 million remains outstanding on
the Tranche A Term Loan on or before July 15, 2000, the definition of
"Applicable Percentage" in Section 1.1 of the Term Loan Credit
Agreement shall automatically be amended to read as follows:
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"Applicable Percentage" means, for any day, a per annum rate
equal to (a) in the case of Eurodollar Loans, 200 basis points
(2.00%) and (b) in the case of Base Rate Loans, 100 basis points
(1.00%).
2. This Amendment shall be effective upon execution hereof by the Banks
and the Borrowers.
3. HRT covenants and agrees that, if more than $25 million remains
outstanding on the Tranche A Term Loan on July 15, 2000, HRT will immediately
pay to the Agent, for the ratable benefit of the Banks holding the Tranche A
Term Loan, an additional fee of $150,000.
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.
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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:
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Name: Timothy G. Wallace
Title: Executive Vice President
AGENT: BANK OF AMERICA, N.A. (a national banking
association formerly known as NationsBank,
N.A.), as Agent under the Term Loan Credit
Agreement
By:
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Name:
Title:
BANKS: BANK OF AMERICA, N.A. (a national banking
association formerly known as NationsBank,
N.A.)
By:
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Name:
Title:
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HEALTHCARE REALTY TRUST INCORPORATED
AMENDMENT NO. 4
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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
HR 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
PROPERTY TECHNOLOGY SERVICES, INC.
a Tennessee corporation
By:
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Name: Timothy G. Wallace
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:
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Name: Timothy G. Wallace
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:
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Name: Timothy G. Wallace
Title: Executive Vice President
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HEALTHCARE REALTY TRUST INCORPORATED
AMENDMENT NO. 4
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HR ACQUISITION I CORPORATION,
f/k/a Capstone Capital Corporation, 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:
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Name: Timothy G. Wallace
Title: Executive Vice President
for each of the foregoing subsidiaries of HR
Acquisition I Corporation;
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HEALTHCARE REALTY TRUST INCORPORATED
AMENDMENT NO. 4
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CAPSTONE OF BONITA BAY, LTD.,
an Alabama limited partnership
By: CAPSTONE CAPITAL OF BONITA BAY, INC.,
an Alabama corporation, as General Partner
By:
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Name: Timothy G. Wallace
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:
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Name: Timothy G. Wallace
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:
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Name: Timothy G. Wallace
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: ---------------------------------------
Name: Timothy G. Wallace
Title: Executive Vice President
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HEALTHCARE REALTY TRUST INCORPORATED
AMENDMENT NO. 4
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CAPSTONE OF SARASOTA, LTD., an Alabama limited
partnership
By: CAPSTONE CAPITAL OF SARASOTA, INC.,
an Alabama corporation
By:
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Name: Timothy G. Wallace
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:
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Name: Timothy G. Wallace
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:
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Name: Timothy G. Wallace
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:
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Name: Timothy G. Wallace
Title: Executive Vice President
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HEALTHCARE REALTY TRUST INCORPORATED
AMENDMENT NO. 4
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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:
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Name: Timothy G. Wallace
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:
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Name: Timothy G. Wallace
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:
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Name: Timothy G. Wallace
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:
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Name: Timothy G. Wallace
Title: Executive Vice President
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HEALTHCARE REALTY TRUST INCORPORATED
AMENDMENT NO. 4
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CAP-BAY VIII, LTD., an Alabama limited partnership
By: CAPSTONE CAPITAL OF CALIFORNIA, INC.,
an Alabama corporation, as General Partner
By:
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Name: Timothy G. Wallace
Title: Executive Vice President
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HEALTHCARE REALTY TRUST INCORPORATED
AMENDMENT NO. 4