EXHIBIT 10.25
REPLACEMENT CREDIT NOTE
(The Huntington National Bank)
$20,000,000 Date: December 30, 2003
FOR VALUE RECEIVED, Windrose Medical Properties, L.P., a Virginia limited
partnership (the "Borrower"), promises to pay to the order of The Huntington
National Bank, a national banking association ("Payee"), the sum of Twenty
Million Dollars ($20,000,000) or, if less, the aggregate unpaid principal amount
of all Advances made by Payee to Borrower pursuant to the Credit Agreement (as
hereinafter defined). This Note is executed and delivered pursuant to a certain
▇▇▇▇▇▇▇ and Restated Secured Revolving Credit Agreement of even date herewith
entered into by and among Borrower and Payee, for itself and as agent, Bank One
NA ("Bank One"), ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank, FSB ("▇▇▇▇▇▇▇ ▇▇▇▇▇"), First National Bank
& Trust ("First National") and Fleet National Bank ("Fleet") (as the same may be
modified or amended, the "Credit Agreement"). Payment of this Note is governed
by the Credit Agreement, the terms of which are incorporated herein by express
reference as if fully set forth herein. All defined terms not otherwise defined
herein shall have the meaning set forth in the Credit Agreement.
The principal amount hereof outstanding from time to time shall bear
interest until paid in full at the applicable Interest Rate. Borrower shall pay
to Payee on the first (1st) day of each calendar month, all accrued and unpaid
interest then outstanding on the Loan. Each Advance shall be due upon the
Maturity Date, unless such Advance is sooner paid or the Loan is accelerated
pursuant to the terms of the Credit Agreement. In addition, Borrower shall pay
to Payee Mortgage Release Price payments from time to time in accordance with
the terms of the Credit Agreement.
This Note is issued pursuant to and is entitled to the benefits of, and is
subject to the provisions of the Credit Agreement. Subject to the terms and
limitations of the Credit Agreement, Borrower may borrow, prepay, reborrow and
repay the principal amount of the Loan at any time and from time to time prior
to the Maturity Date.
Each Advance shall be made under this Note as either a Prime Advance or a
LIBOR Advance, as selected by the Borrower in accordance with the terms of the
Credit Agreement.
While and so long as no Event of Default is continuing, interest shall
accrue at the applicable Interest Rates upon the daily principal balance of this
Note, based on a three hundred sixty (360) day year, for the actual number of
days elapsed since the date to which interest has been paid. While and so long
as an Event of Default is continuing, interest shall accrue at the applicable
Default Rates upon the daily principal balance of this Note, based on a three
hundred sixty (360) day year, for the actual number of days elapsed since the
date to which interest has been paid.
Payee is authorized to make, from time to time and based upon ▇▇▇▇▇'s
records, notations on its records as to the date and amount of each Advance made
by Payee, the date and amount of each payment of principal and interest received
by ▇▇▇▇▇, the principal balance of this Note, and the date to which interest has
been paid.
Borrower waives all notices and demands in connection with the delivery,
acceptance, performance, default, or enforcement of this Note (including,
without limitation demand, presentment, notice of non-payment, protest, notice
of protest and notice of dishonor). All provisions of this Note shall be
governed by, and interpreted in a manner consistent with, applicable laws of the
State of Indiana and United States law. To the extent of any inconsistency or
conflict between applicable laws of the State of Indiana and United States law,
the provision of law most favoring Payee shall control. Unenforceability of any
provision or any application of any provision of this Note in any jurisdiction
shall not affect the enforceability of such provision or such application in any
other jurisdiction or of any other provision or any other application of any
provision of this Note.
This Note is secured by collateral described in the Credit Agreement.
Payments required hereunder shall be made in lawful money of the United
States of America in immediately available funds at the main office of The
Huntington National Bank. If required payment hereunder shall become due on a
Saturday, Sunday, public holiday under the laws of the State of Indiana, or on
any other day on which banking institutions are authorized or obligated by law
to close in the City of Columbus, Ohio, such payment shall be made on the next
succeeding business day and such extension of time shall in such case be
included in computing interest in connection with such payment.
This Replacement Credit Note, together with that certain Replacement
Credit Note of even date herewith executed by Borrower in favor of Bank One in
the original principal amount of Fifteen Million Dollars ($15,000,000), that
certain Replacement Credit Note of even date herewith executed by Borrower in
favor of ▇▇▇▇▇▇▇ ▇▇▇▇▇ in the original principal amount of Ten Million Dollars
($10,000,000), that certain Replacement Credit Note of even date herewith
executed by Borrower in favor of First National in the original principal amount
of Ten Million Dollars ($10,000,000), and that certain Replacement Credit Note
of even date herewith executed by ▇▇▇▇▇▇▇▇ in favor of Fleet in the original
principal amount of Fifteen Million Dollars ($15,000,000), replace and supercede
that certain Credit Note executed and delivered by Borrower to The Huntington
National Bank on September 27, 2002 in the original principal amount of
Twenty-Five Million Dollars ($25,000,000).
▇▇▇▇▇▇▇▇ has delivered this Note as of the day and year first set forth
above.
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SIGNATURE PAGE OF WINDROSE MEDICAL PROPERTIES, L.P.
TO REPLACEMENT CREDIT NOTE
(THE HUNTINGTON NATIONAL BANK)
WINDROSE MEDICAL PROPERTIES, L.P., a
Virginia limited partnership
By: Windrose Medical Properties Trust,
a Maryland real estate investment
trust, its general partner
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
STATE OF INDIANA )
) SS:
COUNTY OF ▇▇▇▇▇▇ )
Before me, a Notary Public in and for said County and State, personally
appeared ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇, known to me to be the President of Windrose
Medical Properties Trust, a Maryland real estate investment trust, the General
Partner of WINDROSE MEDICAL PROPERTIES, L.P., a Virginia limited partnership,
and acknowledged the execution of the foregoing for and on behalf of said real
estate investment trust for and on behalf of said limited partnership.
Witness my hand and Notarial Seal, this 30th day of December, 2003.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Notary Public - Signature
____________________________
Notary Public - Printed
My Commission Expires: My County of Residence:
__________________________ ____________________________