EXHIBIT 10.3 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (the "AGREEMENT") dated as of October 24, 2005 (the "EFFECTIVE DATE"), is among the following: AZ-TEMPE LUKE LIMITED PARTNERSHIP, a Florida limited partnership ("SELLER"),...Escrow Agreement • November 1st, 2005 • Windrose Medical Properties Trust • Real estate investment trusts • Florida
EXHIBIT 10.1 PURCHASE AGREEMENT This Purchase Agreement (this "Agreement"), dated as of November 22, 2005, is by and among Windrose Medical Properties Trust, a Maryland real estate investment trust (the "Company"), each Purchaser listed under the...Purchase Agreement • November 23rd, 2005 • Windrose Medical Properties Trust • Real estate investment trusts • New York
Exhibit 4.2 AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • March 28th, 2006 • Windrose Medical Properties Trust • Real estate investment trusts • Delaware
RECITALSPurchase and Sale Agreement • August 6th, 2002 • Windrose Medical Properties Trust • Real estate investment trusts • Tennessee
RECITALSEmployment Agreement • February 22nd, 2005 • Windrose Medical Properties Trust • Real estate investment trusts • Indiana
EXHIBIT 1.1 WINDROSE MEDICAL PROPERTIES TRUST 1,500,000 Common Shares Par Value $.01 per Share UNDERWRITING AGREEMENTWindrose Medical Properties Trust • September 29th, 2004 • Real estate investment trusts • New York
ISDA(R)Master Agreement • August 6th, 2002 • Windrose Medical Properties Trust • Real estate investment trusts • New York
OFFICELease Agreement • July 3rd, 2002 • Windrose Medical Properties Trust • Real estate investment trusts • Tennessee
EXHIBIT 10.03 AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • August 9th, 2005 • Windrose Medical Properties Trust • Real estate investment trusts • Texas
BY AND AMONGContribution Agreement • May 24th, 2002 • Windrose Medical Properties Trust • Tennessee
RECITALSPurchase and Sale Agreement • August 6th, 2002 • Windrose Medical Properties Trust • Real estate investment trusts • Maryland
Exhibit 1.1] WINDROSE MEDICAL PROPERTIES TRUST 6,700,000 COMMON SHARES ($0.01 PAR VALUE PER SHARE) UNDERWRITING AGREEMENT August ____, 2002 Ferris, Baker Watts, Incorporated Morgan Keegan & Company, Inc. Stifel, Nicolaus & Company, Incorporated SWS...Underwriting Agreement • August 8th, 2002 • Windrose Medical Properties Trust • Real estate investment trusts • New York
EXHIBIT 10.26 UROLOGY AMBULATORY SURGERY CENTER SUBORDINATION AGREEMENT BY AND BETWEEN AND AMONG LEBONHEUR AMBULATORY SERVICES, INC.Subordination Agreement • July 3rd, 2002 • Windrose Medical Properties Trust • Real estate investment trusts • Tennessee
CONTRACT OF ACQUISITION BY AND BETWEEN WINDROSE MEDICAL PROPERTIES TRUST ("BUYER") AND PARK MEDICAL ASSOCIATES, LLC ("SELLER")Windrose Medical Properties Trust • May 24th, 2002 • North Carolina
4,000,000 Shares a/ - Common Shares ($0.01 par value)Windrose Medical Properties Trust • December 16th, 2003 • Real estate investment trusts • New York
EXHIBIT 1.1 WINDROSE MEDICAL PROPERTIES TRUST 1,700,000 Common Shares Par Value $.01 per Share UNDERWRITING AGREEMENTWindrose Medical Properties Trust • March 17th, 2005 • Real estate investment trusts • New York
R E C I T A L SGuaranty • October 6th, 2005 • Windrose Medical Properties Trust • Real estate investment trusts • Indiana
Exhibit 4.1 JUNIOR SUBORDINATED INDENTUREWindrose Medical Properties Trust • March 28th, 2006 • Real estate investment trusts • New York
EXHIBIT 10.27 REPLACEMENT CREDIT NOTE (Raymond James Bank, FSB) $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 Raymond James Bank,...Windrose Medical Properties Trust • May 10th, 2005 • Real estate investment trusts • Virginia
FOR VALUE RECEIVED, Windrose Medical Properties, L.P., a Virginia limited partnership ("Borrower"), promises to pay to the order of Raymond James Bank, FSB, 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"), First National Bank & Trust ("First National"), 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
EXHIBIT 1.1 WINDROSE MEDICAL PROPERTIES TRUST 2,300,000 Common Shares Par Value $0.01 per Share UNDERWRITING AGREEMENTUnderwriting Agreement • April 14th, 2006 • Windrose Medical Properties Trust • Real estate investment trusts • New York
EXHIBIT 10.1] FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPWindrose Medical Properties Trust • July 23rd, 2002 • Real estate investment trusts • Virginia
UROLOGY AMBULATORY SURGERY CENTER SUBORDINATION, NON-COMPETE LIMITED GUARANTY AND INDEMNIFICATION AGREEMENTAgreement • July 3rd, 2002 • Windrose Medical Properties Trust • Real estate investment trusts • Tennessee
RECITALSPurchase and Sale Agreement • November 20th, 2003 • Windrose Medical Properties Trust • Real estate investment trusts • Florida
EXHIBIT 10.2 INTEREST PURCHASE AND SALE AGREEMENT THIS INTEREST PURCHASE AND SALE AGREEMENT (the "AGREEMENT") dated as of October 24, 2005 (the "EFFECTIVE DATE"), is among the following: the entities listed on EXHIBIT "A-1" hereto, each a "MANAGING...Escrow Agreement • November 1st, 2005 • Windrose Medical Properties Trust • Real estate investment trusts • Florida
June 27, 2005 Cohen & Steers Capital Advisors, LLC 757 Third Avenue New York, New York 10017 Re: Placement of Securities of Windrose Medical Properties Trust Dear Sirs: This letter (the "Agreement") confirms our agreement to retain Cohen & Steers...Windrose Medical Properties Trust • July 1st, 2005 • Real estate investment trusts
EXHIBIT 10.1 FORM OF PURCHASE AGREEMENT This Purchase Agreement (this "Agreement"), dated as of June , 2005, is by and among Windrose Medical Properties Trust, a Maryland real estate investment trust (the "Company"), each Purchaser listed under the...Form of Purchase Agreement • July 1st, 2005 • Windrose Medical Properties Trust • Real estate investment trusts • New York
PARK MEDICAL ASSOCIATES GENERAL PARTNERSHIP (Grantor) to CHARLES T. MARSHALL (Trustee)Windrose Medical Properties Trust • July 3rd, 2002 • Real estate investment trusts
AMENDED AND RESTATED CONTRACT OF ACQUISITION BY AND BETWEEN WINDROSE MEDICAL PROPERTIES, L.P. ("BUYER") AND PARK MEDICAL ASSOCIATES, LLC ("SELLER")Windrose Medical Properties Trust • July 23rd, 2002 • Real estate investment trusts • North Carolina
EXHIBIT 10.2 UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE FOR AND IN CONSIDERATION OF the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration paid or delivered to the undersigned WINDROSE MEDICAL PROPERTIES TRUST, a...Windrose Medical Properties Trust • December 9th, 2005 • Real estate investment trusts
WITNESSETH:Secured Revolving Credit Agreement • May 10th, 2005 • Windrose Medical Properties Trust • Real estate investment trusts • Indiana
RECITALSChange in Control Severance Agreement • February 7th, 2006 • Windrose Medical Properties Trust • Real estate investment trusts • Maryland
SUBORDINATION, LIMITED GUARANTY AND INDEMNIFICATION AGREEMENT BY AND BETWEEN AND AMONG UROLOGY CENTER OF THE SOUTH, P.C. ("UCS") AND UROLOGY AMBULATORY SURGERY CENTER, L.L.C. ("UASC") AND BRIERBROOK PARTNERS, LLC ("LANDLORD") DATEDAgreement • July 3rd, 2002 • Windrose Medical Properties Trust • Real estate investment trusts • Tennessee
LEASE GUARANTYLease Guaranty • July 3rd, 2002 • Windrose Medical Properties Trust • Real estate investment trusts
RECITALSHazardous Materials Indemnity Agreement • July 3rd, 2002 • Windrose Medical Properties Trust • Real estate investment trusts
Exhibit 4.06 REGISTERED PRINCIPAL AMOUNT $ ___________________ CUSIP NO.: __________ Windrose Medical Properties Trust [Designation of Subordinated Security] Windrose Medical Properties Trust, a Maryland real estate investment trust (hereinafter...Windrose Medical Properties Trust • June 16th, 2006 • Real estate investment trusts
