Exhibit 10.1

Execution Version

AMENDMENT NO. 2 TO

REVOLVING CREDIT AND TERM LOAN AGREEMENT

dated as of January 7, 2014

among

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
HEALTHCARE TRUST OF AMERICA, INC.

The Lenders Party Hereto

and

JPMORGAN CHASE BANK, N.A.

as Administrative Agent

and

WELLS FARGO BANK, N.A.,

as Syndication Agent

and

U.S. BANK NATIONAL ASSOCIATION, FIFTH THIRD BANK, CAPITAL ONE, N.A.,
REGIONS BANK, COMPASS BANK and BANK OF MONTREAL,
as Documentation Agents

PNC BANK, N.A. and THE BANK OF NOVA SCOTIA,
as Managing Agents

and

J.P. MORGAN SECURITIES LLC and WELLS FARGO SECURITIES, LLC,

as Joint Bookrunners and Joint Lead Arrangers

AMENDMENT NO. 2 TO REVOLVING CREDIT AND TERM LOAN AGREEMENT

This AMENDMENT NO. 2 TO REVOLVING CREDIT AND TERM LOAN AGREEMENT , dated as of January 7, 2014 (this “ Amendment No. 2 ”), is by and among HEALTHCARE TRUST OF AMERICA, INC., a Maryland corporation (the “ Company ”), HEALTHCARE TRUST OF AMERICA HOLDINGS, LP, a Delaware limited partnership (the “ Borrower ”), JPMORGAN CHASE BANK, N.A. and the several other lenders party hereto, including Bank of Montreal as a new Term Loan Lender under the Credit Agreement (in such capacity, the “ New Term Loan Lender ”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (the “ Administrative Agent ”). Reference is made to that certain Revolving Credit and Term Loan Agreement, dated as of March 29, 2012, as amended by Amendment No. 1 to Revolving Credit and Term Loan Agreement dated as of March 7, 2013 (as so amended, the “ Credit Agreement ”), by and among the Company, the Borrower, the Lenders referenced therein and the Administrative Agent. Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement, as amended hereby.

RECITALS

WHEREAS , pursuant to the Credit Agreement, the Lenders have made available to the Borrower a Term Facility of $300,000,000 and a Revolving Facility of $650,000,000;

WHEREAS , the Borrower has requested that the Lenders extend the Maturity Date for the Term Facility, reduce the Applicable Rate for the Term Facility, and make other amendments to the Credit Agreement, and the Lenders are willing to make such changes as set forth below;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. As of the Amendment Effective Date (as defined in Section 4 hereof), the Credit Agreement is hereby amended as follows:

1.1      Applicable Rate for Term Facility . The table in clause (ii) of the definition of “Applicable Rate” set forth in Section 1.1 of the Credit Agreement is restated in its entirety to read as follows:

1.2      Capitalization Rate . The definition of “Capitalization Rate” set forth in Section 1.1 of the Credit Agreement is restated in its entirety to read as follows:

“ Capitalization Rate ” means 7.0% for Medical Office/Office Properties, and 8.0% for Other Properties.

1.3      Maturity Date for Term Facility . The definition of “Maturity Date” set forth in Section 1.1 of the Credit Agreement is restated in its entirety to read as follows:

“ Maturity Date ” means (a) March 29, 2016 for the Revolving Facility and (b) January 31, 2018 for the Term Facility; provided that the Borrower may, at its option (which shall be binding on the Lenders), by written notice to the Administrative Agent (which shall promptly notify each of the Lenders) given at least thirty (30) but no more than sixty (60) days prior to the then applicable Maturity Date, extend the Maturity Date with respect to either or both of the Revolving Facility and the Term Facility for up to one (1) year (to not later than March 29, 2017 in the case of the Revolving Facility and January 31, 2019 in the case of the Term Facility) so long as (A) no Default or Event of Default shall have occurred and be continuing on the date of such written notice, (B) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date of such written notice as if made on and as of such date (unless (x) such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date or (y) such representations and warranties are qualified as to “materiality”, “Material Adverse Effect” or similar language, in which case such representations and warranties shall be true and correct in all respects taking into account such language), and (C) the Borrower pays, on or prior to the then applicable Maturity Date, an aggregate extension fee equal to (i) 0.20% of the amount of the then existing Revolving Commitments being extended (to the Administrative Agent for the ratable benefit of the Revolving Lenders), in the case of the extension of the Maturity Date for the Revolving Facility, plus (ii) 0.15% of the then outstanding principal amount of the Term Loans being extended (to the Administrative Agent for the ratable benefit of the Term Loan Lenders), in the case of the extension of the Maturity Date for the Term Facility. Any reference herein to the term “Maturity Date” shall be a reference to the Maturity Date for the Revolving Facility and/or the Maturity Date for the Term Facility, as the context may require.

1.4      Continuation of Eurodollar Borrowings . Section 2.8(e) of the Credit Agreement is amended by restating the first sentence of such Section 2.8(e) in its entirety to read as follows:

“If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be automatically continued as a Eurodollar Borrowing with an Interest Period of one month.”

1.5      Adjustments of Term Loans . Schedule 2.1 to the Credit Agreement is deleted in its entirety and Schedule 2.1 to this Amendment No. 2 is substituted in place thereof.

On the Amendment Effective Date, the New Term Loan Lender shall make a Term Loan to the Borrower in the amount of its Term Loan Commitment set forth on Schedule 2.1 attached to this Amendment No. 2. From and after the Amendment Effective Date, the New Term Loan Lender shall become and shall be deemed to be a Term Loan Lender for all purposes of the Credit Agreement, and each reference to the Term Loan Lenders in the Credit Agreement shall be deemed to include the New Term Loan Lender.

On the Amendment Effective Date, the Borrower shall repay the outstanding principal amount of the Term Loans made by each of Sumitomo Mitsui Banking Corporation and National Bank of Arizona (the “Exiting Lenders”), and each of the Exiting Lenders shall cease to be a Term Loan Lender under the Credit Agreement.

1.6      Representations, Warranties and Agreements of New Term Loan Lender . The New Term Loan Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment No. 2 and to consummate the transactions contemplated hereby and to become a Term Loan Lender under the Credit Agreement and (ii) it meets all the requirements to be an assignee under Section 9.4 of the Credit Agreement (subject to such consents, if any, as may be required thereunder).

SECTION 2.      REPRESENTATIONS AND WARRANTIES OF THE BORROWER AND THE COMPANY

In order to induce the Lenders and Administrative Agent to enter into this Amendment No. 2, the Borrower and the Company each represents and warrants to the Lenders and Administrative Agent that the following statements are true, correct and complete:

(i)    each of the Borrower and the Company has the requisite power and authority to make, deliver and perform its obligations under the Credit Agreement as amended by this Amendment No. 2 (the “ Amended Agreement ”);

(ii)    each of the Borrower and the Company has taken all necessary organizational action to authorize the execution, delivery and performance of this Amendment No. 2;

(iii)    no consent or approval of, registration or filing with, or any other action by any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment No. 2, except consents, approvals, registrations, and filings which have been obtained or made and are in full force and effect;

(iv)    the execution, delivery and performance of this Amendment No. 2 (a) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Group Member or any order of any Governmental Authority, (b) will not violate any indenture, agreement or other instrument binding on any Group Member, except for any such violation which could not reasonably be expected to have a Material Adverse Effect, and (c) will not result in the creation or imposition of any Lien on any asset of any Group Member other than Permitted Encumbrances.

(v)    this Amendment No. 2 and the Amended Agreement have been duly executed and delivered by the Borrower and the Company and are the legal, valid and binding obligations of Borrower and the Company, enforceable against the Borrower and the Company in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law);

(vi)    the representations and warranties of the Borrower and the Company contained in Section 3 of the Credit Agreement are and will be true and correct in all material respects on and as of the date hereof and the Amendment Effective Date to the same extent as though made on and as of such dates, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date; and

(vii)    no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment No. 2 that would constitute a Default or Event of Default.

SECTION 3.      ACKNOWLEDGEMENT AND CONSENT OF THE GUARANTOR

The Company has read this Amendment No. 2 and consents to the terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment No. 2, the obligations of the Company under each of the Loan Documents to which the Company is a party shall not be impaired and each of the Loan Documents to which the Company is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects.

Each of the Company and the Borrower hereby acknowledges and agrees that the Guarantied Obligations under, and as defined in, the Guaranty, dated as of March 29, 2012, by and among the Company, Borrower, and the Administrative Agent (the “ Guaranty ”) will include all Obligations under, and as defined in, the Credit Agreement (as amended hereby).

The Company acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment No. 2, the Company is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment No. 2 and (ii) nothing in the Credit Agreement, this Amendment No. 2 or any other Loan Document shall be deemed to require the consent of the Company to any future amendments to the Credit Agreement.

SECTION 4.      CONDITIONS TO EFFECTIVENESS

This Amendment No. 2 shall become effective only upon the satisfaction of the following conditions precedent (the date of satisfaction of such conditions being referred to as the “ Amendment Effective Date ”):

A.      The Borrower, the Company, the Administrative Agent, each Term Lender and the Required Lenders shall have indicated their consent hereto by the execution and delivery of the signature pages hereof to the Administrative Agent.

B.      The Administrative Agent shall have received a secretary’s certificate of the Company and the Borrower (i) either confirming that there have been no changes to its organizational documents since March 29, 2012, or if there have been changes to the Company’s or the Borrower’s organizational documents since such date, certifying as to such changes, and (ii) certifying as to resolutions and incumbency of officers with respect to this Amendment No. 2 and the transactions contemplated hereby.

C.      The Administrative Agent shall have received all reasonable out-of-pocket costs and expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel for which the Borrower agrees it is responsible pursuant to Section 9.3 of the Credit Agreement), incurred in connection with this Amendment No. 2.

D.      Execution and delivery to the Administrative Agent by the Borrower of a Note in favor of the New Term Loan Lender in the amount of its Term Loan to be made on the Amendment Effective Date.

E.      Delivery to the Administrative Agent by O’Melveny & Myers LLP, as counsel to the Borrower, of an opinion addressed to the Lenders and the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent.

F.      Payment by the Borrower of any agreed upon compensation to the Lenders and the Administrative Agent.

SECTION 5.      MISCELLANEOUS

A.      Reference to and Effect on the Credit Agreement and the Other Loan Documents .

(i)    On and after the effective date of this Amendment No. 2, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.

(ii)    Except as specifically amended by this Amendment No. 2, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(iii)    The execution, delivery and performance of this Amendment No. 2 shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any of the other Loan Documents.

B.      Headings . Section and subsection headings in this Amendment No. 2 are included herein for convenience of reference only and shall not constitute a part of this Amendment No. 2 for any other purpose or be given any substantive effect.

C.      Applicable Law . THIS AMENDMENT NO. 2 AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

D.      Counterparts; Effectiveness . This Amendment No. 2 may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

IN WITNESS WHEREOF , the parties hereto have caused this Amendment No. 2 to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

COMPANY:    HEALTHCARE TRUST OF AMERICA, INC.

By: /s/ Kellie S. Pruitt

Name: Kellie S. Pruitt

Title: Chief Financial Officer

By: /s/ Kellie S. Pruitt

Name: Kellie S. Pruitt

Title: Chief Financial Officer

LENDERS:

J.P. MORGAN CHASE BANK, N.A. ,
individually and as Administrative Agent

By: /s/ Brendan M. Poe

Name: Brendan M. Poe

Title: Executive Director

BANK OF MONTREAL

By: /s/ Lloyd Baron

Name: Lloyd Baron

Title: Vice President

DEUTSCHE BANK AG NEW YORK BRANCH

By: /s/ Ming K. Chu

Name: Ming K. Chu

Title: Vice President

By: /s/ Peter Cucchiara

Name: Peter Cucchiara

Title: Vice President

WELLS FARGO BANK, N.A.

By: /s/ Dale Northup

Name: Dale Northup

Title: Senior Vice President

U.S. BANK NATIONAL ASSOCIATION

By: /s/ Troy Lyscio

Name: Troy Lyscio

Title: Vice President

CAPITAL ONE, N.A.

By: /s/ Ashish Tandon

Name: Ashish Tandon

Title: Vice President

COMPASS BANK

By: /s/ Brian Tuerff

Name: Brian Tuerff

Title: Senior Vice President

FIFTH THIRD BANK , an Ohio banking corporation

By: /s/ Matthew Rodgers

Name: Matthew Rodgers

Title: VP

REGIONS BANK

By: /s/ Brian Higdon

Name: Brian Higdon

Title: AVP

   

    

THE BANK OF NOVA SCOTIA

By: /s/ Christopher Usas

Name: Christopher Usas

Title: Director

PNC BANK, NATIONAL ASSOCIATION

By: /s/ Tyler Lowry

Name: Tyler Lowry

Title: Vice President

CITY NATIONAL BANK

By: /s/ Robert Besser

Name: Robert Besser

Title: Senior Vice President

FIRST COMMERCIAL BANK, NEW YORK BRANCH

By: /s/ Jason Lee

Name: Jason Lee

Title: VP & General Manager

Exhibit 10.2

TERM LOAN NOTE

January 7, 2014

$22,000,000.00    

FOR VALUE RECEIVED, the undersigned, HEALTHCARE TRUST OF AMERICA HOLDINGS, LP, a Delaware limited partnership (the “ Borrower ”), promises to pay, without offset or counterclaim, to the order of Bank of Montreal (hereinafter, together with its successors in title and assigns, the “ Lender ”) in care of the Administrative Agent to the Administrative Agent’s address at 383 Madison Avenue, New York, NY 10179, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of Twenty-Two Million Dollars ($22,000,000.00) or, if less, the aggregate unpaid principal amount of all Term Loans made by the Lender to the Borrower pursuant to the Revolving Credit and Term Loan Agreement, dated as of March 29, 2012, as amended by Amendment No. 1 to Revolving Credit and Term Loan Agreement dated as of March 7, 2013 and by Amendment No. 2 to Revolving Credit and Term Loan Agreement dated as of the date hereof, among the Lender, the Borrower, Healthcare Trust of America, Inc., the other lending institutions named therein and JPMorgan Chase Bank, N.A., as administrative agent (the “ Administrative Agent ”) (as amended, restated, replaced, supplemented or modified from time to time, the “ Credit Agreement ”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Unless otherwise provided herein, the rules of interpretation set forth in Article I of the Credit Agreement shall be applicable to this Note.

The Borrower also promises to pay (a) principal at the times provided in the Credit Agreement and (b) interest from the date hereof on the principal amount unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the terms of the Credit Agreement. Late charges and other charges and default rate interest shall be paid by Borrower in accordance with the terms of the Credit Agreement. The entire outstanding principal amount of this Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower in the absence of manifest error; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrower.

Payments of both principal and interest are to be made in the currency in which such Term Loan was made and as specified in the Credit Agreement in immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement.

This Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement and the other Loan Documents. The principal of this Note is subject to prepayment in whole or in part in the manner and to the extent specified in the Credit Agreement. The principal of this Note, the interest accrued on this Note and all other obligations of the Borrower are full recourse obligations of the Borrower, and all assets and other properties shall be available for the payment and performance of this Note, the interest accrued on this Note, and all of such other Obligations.

In case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement.

The Borrower and all the parties hereto, whether as makers, endorsers, or otherwise, hereby waive presentment for payment, demand protest and notice of any kind in connection with the delivery, acceptance, performance and enforcement of this Note, and also hereby assent to extensions of time of payment or forbearance or other indulgences without notice.

THIS NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW TO THE EXTENT THAT WOULD REQUIRE APPLICATION OF SUBSTANTIVE LAWS OF ANOTHER JURISDICTION).

[Signature Page to Follow]

IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed in its name as of the date first above written.

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

its general partner

By: /s/ Kellie S. Pruitt

Name: Kellie S. Pruitt

Title: Chief Financial Officer

Exhibit 10.3

FIRST MODIFICATION TO CREDIT AGREEMENT

THIS FIRST MODIFICATION TO CREDIT AGREEMENT (this “ Amendment ”) dated as of January 7, 2014, by and among HEALTHCARE TRUST OF AMERICA HOLDINGS, LP, a Delaware limited partnership (the “ Borrower ”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “ Administrative Agent ”), and the Lenders currently parties to the Credit Agreement referred to below.

WHEREAS , pursuant to the terms of that certain Credit Agreement, dated as of July 20, 2012 (the “ Original Credit Agreement ”), by and among the Borrower, the Administrative Agent and the financial institutions party thereto and their assignees under Section 13.6 thereof, the Administrative Agent and the Lenders made available to the Borrower a non-revolving credit facility in an initial amount of up to $155,000,000, on the terms and conditions contained therein.

WHEREAS , by this Amendment, the parties intend to modify and/or amend certain terms and provisions of the Original Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) as more particularly described herein as of the date hereof.

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

Section 1.     CONDITIONS PRECEDENT . The effectiveness of this Amendment and the obligations of Lenders’ hereunder are subject to the satisfaction of each and every one of the following conditions precedent to Administrative Agent’s satisfaction:

a)      Consummation of a modification to the Revolving Credit and Term Loan Agreement, dated as of March 29, 2012, by and among Healthcare Trust of America Holdings, LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other Lenders party thereto, as amended by Amendment No. 1, dated as of March 7, 2013, to incorporate the Capitalization Rate changes as outlined in Section 4(a) of this Amendment.

b)      Receipt and approval by Administrative Agent of an executed original of this Amendment and any and all other documents, instruments, policies and forms of evidence or other materials which are required pursuant to this Amendment.

c)      Reimbursement to Administrative Agent by Borrower of Administrative Agent's costs and expenses incurred in connection with this Amendment and the transactions contemplated hereby, whether such services are furnished by Administrative Agent's employees or agents or by independent contractors, including, without limitation, reasonable attorneys' fees, documentation costs and charges, in each case, to the extent billed by Administrative Agent to Borrower on or prior to the date hereof.

d)      The representations and warranties contained in this Amendment are true and correct in all material respects.

e)      All payments due and owing to Lenders under the Credit Agreement have been paid current as of the date hereof.

Section 2.      EFFECTIVE DATE . The date of this Amendment is for reference purposes only. The effective date of the obligations and amendments under this Amendment is January 7, 2014.

Section 3.      REPRESENTATIONS AND WARRANTIES . As a material inducement to Administrative Agent and Lenders for entering into this Amendment, Borrower represents and warrants to Administrative Agent and Lenders as of the date hereof that:

a)      Formation And Organizational Documents . Borrower has previously delivered to Administrative Agent all of the relevant formation and organizational documents of Borrower and all Guarantors. Borrower hereby certifies that: (i) the above documents are all of the relevant formation and organizational documents of Borrower; (ii) they remain in full force and effect; and (iii) they have not been amended or modified since they were previously delivered to Lender.

b)      Full Force And Effect . The Credit Agreement and the other Loan Documents (collectively, the “ Credit Documents ”), as amended hereby, are in full force and effect without any defense, counterclaim, right or claim of set-off; all necessary action to authorize the execution and delivery of this Amendment has been taken; and this Amendment is a modification of an existing obligation and is not a novation.

c)      No Default . No Default or Event of Default exists under any of the Credit Documents (as modified by this Amendment) and all representations and warranties herein and in the other Credit Documents are true and correct, and shall survive execution of this Amendment.

Section 4.      MODIFICATION OF CREDIT AGREEMENT . The Credit Agreement is hereby supplemented and modified to incorporate the following, which shall supersede and prevail over any conflicting provisions of the Credit Agreement:

a)      Section 1.1 – Capitalization Rate . The definition of “Capitalization Rate” in Section 1.1 of the Credit Agreement is hereby modified by reducing the rate for Medical Office/Office Properties to seven percent (7.0%) and reducing the rate for Other Properties to eight percent (8.0%).

Section 5.      NON-IMPAIRMENT . Except as expressly provided herein, nothing in this Amendment shall alter or affect any provision, condition, or covenant contained in any of the Loan Documents or affect or impair any rights, powers, or remedies of Lender, it being the intent of the parties hereto that the provisions of the Loan Documents shall continue in full force and effect except as expressly modified hereby.

Section 6.      MISCELLANEOUS PROVISIONS .

a)      No Waiver . No previous waiver and no failure or delay by Lender in acting with respect to the terms of the Note or this Amendment shall constitute a waiver of any breach, default, or failure of condition under the Note, this Amendment or the obligations secured thereby. A waiver of any term of the Note, this Amendment or of any of the obligations secured thereby must be made in writing and shall be limited to the express written terms of such waiver.

b)      Severability . If any provision or obligation under this Amendment and the other Loan Documents shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed severed from the Loan Documents and the validity, legality and enforceability of the remaining provisions or obligations shall remain in full force as though the invalid, illegal, or unenforceable provision had never been a part of the Loan Documents, provided , however , that if the rate of interest or any other amount payable under the Note or this Amendment or any other Loan Document, or the right of collectability therefore, are declared to be or become invalid, illegal or unenforceable, Lender's obligations to make advances under the Loan Documents shall not be enforceable by Borrower.

c)      Governing Law and Consent to Jurisdiction . This Amendment and any claim, controversy or dispute arising under or related to this Amendment, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties will be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to any conflicts of law principles, except to the extent preempted by federal laws. Borrower and all persons and entities in any manner obligated to Lender under the Loan Documents consent to the jurisdiction of any federal or state court within the State of New York having proper venue and also consent to service of process by any means authorized by New York or federal law.

d)      Joint and Several Liability . The liability of all Loan Parties obligated in any manner hereunder and under any of the Loan Documents shall be joint and several.

e)      Headings . All article, section or other headings appearing in this Amendment and any of the other Loan Documents are for convenience of reference only and shall be disregarded in construing this Amendment and any of the other Loan Documents.

f)      Counterparts . To facilitate execution, this document may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.

g)      Defined Terms . Unless otherwise defined herein, each capitalized term used in this Amendment and not defined shall have the meaning given to such term in the Credit Agreement.

h)      Rules of Construction . The word "Borrower" as used herein shall include both the named Borrower and any other person at any time assuming or otherwise becoming primarily liable for all or any part of the obligations of the named Borrower under the Credit Agreement. The term "person" as used herein shall include any individual, company, trust or other legal entity of any kind whatsoever. If this Amendment is executed by more than one person, the term "Borrower" shall include all such persons. The word "Administrative Agent" and “Lender” as used herein shall include each such parties respective, successors, assigns and affiliates.

i)      Use of Singular and Plural; Gender . When the identity of the parties or other circumstances make it appropriate, the singular number includes the plural, and the masculine gender includes the feminine and/or neuter.

j)      Inconsistencies . In the event of any inconsistencies between the terms of this Amendment and the terms of any of the other Loan Documents, the terms of this Amendment shall prevail.

k)      Integration; Interpretation . The Loan Documents contain or expressly incorporate by reference the entire agreement of the parties with respect to the matters contemplated therein and supersede all prior negotiations or agreements, written or oral. The Loan Documents shall not be modified except by written instrument executed by all parties. Any reference to the Loan Documents includes any amendments (including this Amendment), renewals or extensions now or hereafter approved by Administrative Agent and, as required under the Credit Agreement, Requisite Lenders or Lenders, in writing.

[Signatures on Following Pages]

IN WITNESS WHEREOF , the parties hereto have caused this First Modification to Credit Agreement to be executed by their authorized officers all as of the day and year first above written.

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP,

a Delaware limited partnership

By:    Healthcare Trust of America, Inc.,

its General Partner

By:     /s/ Kellie S. Pruitt

Name:     Kellie S. Pruitt

Title:     Chief Financial Officer

Acknowledged and Consented To:

GUARANTOR:

HEALTHCARE TRUST OF AMERICA, INC.,

a Maryland corporation

By:     /s/ Kellie S. Pruitt

Name:     Kellie S. Pruitt

Title:     Chief Financial Officer

[Signatures Continued on Next Page]

Signature Page to First Modification to Credit Agreement with
Healthcare Trust of America Holdings, LP

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent and as a Lender

By:     /s/ Dale Northup

Name:     Dale Northup

Title:     Senior Vice President

[Signatures Continued on Next Page]

Signature Page to First Modification to Credit Agreement with
Healthcare Trust of America Holdings, LP

CAPITAL ONE, N.A.

By:     /s/ Ashish Tandon

Name:     Ashish Tandon

Title:     Vice President

[Signatures Continued on Next Page]

Signature Page to First Modification to Credit Agreement with
Healthcare Trust of America Holdings, LP

PNC BANK, NATIONAL ASSOCIATION

By:     /s/ Tyler Lowry

Name:     Tyler Lowry

Title:     Vice President