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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
Amended 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"), Raymond James Bank, FSB
("Raymond James"), 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
