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EXHIBIT 10.28
REPLACEMENT CREDIT NOTE
(First National Bank & Trust)
$10,000,000
Date: December 30,
2003
FOR VALUE
RECEIVED, Windrose Medical Properties, L.P., a Virginia limited
partnership ("Borrower"), promises to pay
to the order of First National Bank &
Trust, a national banking association
("Payee"), the sum of Ten Million Dollars
($10,000,000) 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 The Huntington
National Bank, for itself and as agent
("Agent"), Bank One, NA ("Bank One"),
Raymond James Bank, FSB ("Raymond James"),
Fleet National Bank ("Fleet") and Payee (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 Agent 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 Agent 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
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