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
EXHIBIT 1.1 WINDROSE MEDICAL PROPERTIES TRUST 1,500,000 Common Shares Par Value $.01 per Share UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2004 • Windrose Medical Properties Trust • Real estate investment trusts • New York
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 10.1] FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPLimited Partnership Agreement • July 23rd, 2002 • Windrose Medical Properties Trust • Real estate investment trusts • Virginia
RECITALSEmployment Agreement • February 22nd, 2005 • Windrose Medical Properties Trust • Real estate investment trusts • Indiana
R E C I T A L SGuaranty • October 6th, 2005 • Windrose Medical Properties Trust • Real estate investment trusts • Indiana
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"),...Purchase and Sale Agreement • November 1st, 2005 • Windrose Medical Properties Trust • Real estate investment trusts • Florida
CONTRACT OF ACQUISITION BY AND BETWEEN WINDROSE MEDICAL PROPERTIES TRUST ("BUYER") AND PARK MEDICAL ASSOCIATES, LLC ("SELLER")Acquisition Agreement • May 24th, 2002 • Windrose Medical Properties Trust • North Carolina
BY AND AMONGContribution Agreement • May 24th, 2002 • Windrose Medical Properties Trust • Tennessee
EXHIBIT 10.03 AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • August 9th, 2005 • Windrose Medical Properties Trust • Real estate investment trusts • Texas
EXHIBIT 1.1 WINDROSE MEDICAL PROPERTIES TRUST 1,700,000 Common Shares Par Value $.01 per Share UNDERWRITING AGREEMENTUnderwriting Agreement • March 17th, 2005 • 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 10.26 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
ISDA(R)Isda Master Agreement • August 6th, 2002 • Windrose Medical Properties Trust • Real estate investment trusts • New York
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
RECITALSPurchase and Sale Agreement • November 20th, 2003 • Windrose Medical Properties Trust • Real estate investment trusts • Florida
PARK MEDICAL ASSOCIATES GENERAL PARTNERSHIP (Grantor) to CHARLES T. MARSHALL (Trustee)Deed of Trust • July 3rd, 2002 • Windrose Medical Properties Trust • Real estate investment trusts
PARK MEDICAL ASSOCIATES GENERAL PARTNERSHIP (Borrower) to GENERAL ELECTRIC CAPITAL CORPORATION (Lender)Assignment of Leases and Rents • July 3rd, 2002 • Windrose Medical Properties Trust • Real estate investment trusts
RECITALSPurchase and Sale Agreement • August 6th, 2002 • Windrose Medical Properties Trust • Real estate investment trusts • Maryland
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
AMONGPurchase Agreement • March 28th, 2006 • Windrose Medical Properties Trust • Real estate investment trusts • New York
Exhibit 4.1 JUNIOR SUBORDINATED INDENTUREJunior Subordinated Indenture • March 28th, 2006 • Windrose Medical Properties Trust • Real estate investment trusts • New York
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...Placement Agreement • July 1st, 2005 • Windrose Medical Properties Trust • Real estate investment trusts
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,...Replacement Credit Note • May 10th, 2005 • Windrose Medical Properties Trust • 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
LEASE GUARANTYLease Guaranty • 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...Subordinated Security Agreement • June 16th, 2006 • Windrose Medical Properties Trust • Real estate investment trusts
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...Unconditional Guaranty of Payment and Performance • December 9th, 2005 • Windrose Medical Properties Trust • Real estate investment trusts
EXHIBIT 10.16 THIRD LEASE AMENDMENT This Lease Amendment is made and entered into on this the 15th day of June, 1998, by and between Park Medical Associates, (Lessor) and Mecklenburg Medical Group, Inc. (Lessee). W I T N E S S E T H This Agreement...Lease Amendment • July 3rd, 2002 • Windrose Medical Properties Trust • Real estate investment trusts • North Carolina
RECITALSPurchase and Sale Agreement • September 24th, 2004 • Windrose Medical Properties Trust • Real estate investment trusts • Florida
EXHIBIT 1.01 WINDROSE MEDICAL PROPERTIES TRUST DOCS(R) FINANCING PROGRAM 1,200,000, COMMON SHARES OF BENEFICIAL INTEREST, $0.01 PAR VALUE SALES AGREEMENTSales Agreement • May 25th, 2005 • Windrose Medical Properties Trust • Real estate investment trusts • New York
AGREEMENT AND PLAN OF MERGER BY AND AMONG HEALTH CARE REIT, INC., HEAT MERGER SUB, LLC, HEAT OP MERGER SUB, L.P., WINDROSE MEDICAL PROPERTIES TRUST AND WINDROSE MEDICAL PROPERTIES, L.P. DATED AS OF SEPTEMBER 12, 2006Merger Agreement • September 15th, 2006 • Windrose Medical Properties Trust • Real estate investment trusts • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 12, 2006 by and among Health Care REIT, Inc., a Delaware corporation (“Parent”), Heat Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), Heat OP Merger Sub, L.P., a Virginia limited partnership and a wholly-owned, indirect subsidiary of Parent (“OP Merger Sub”), Windrose Medical Properties Trust, a Maryland real estate investment trust (the “Company”), and Windrose Medical Properties, L.P., a Virginia limited partnership and the operating limited partnership of the Company (“Company OP”).
EXHIBIT 10.31] CHANGE IN CONTROL SEVERANCE AGREEMENT THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the "Agreement") is made and entered into this __ day of ____, 2002, between WINDROSE MEDICAL PROPERTIES TRUST, a Maryland business trust (the "REIT"),...Change in Control Severance Agreement • July 23rd, 2002 • Windrose Medical Properties Trust • Real estate investment trusts • Maryland
