Exhibit 10.2
SECOND AMENDED AND RESTATED GUARANTY
THIS SECOND AMENDED AND RESTATED GUARANTY ("Guaranty") made as of this
30th day of September, 2005, by WINDROSE MEDICAL PROPERTIES TRUST, a Maryland
real estate investment trust ("Guarantor"), to and for the benefit of THE
HUNTINGTON NATIONAL BANK, a national banking association, as agent for the
Lenders (as defined in the Credit Agreement defined below) (The Huntington
National Bank, in its capacity as agent for the Lenders being referred to herein
as "Agent").
R E C I T A L S
A. Concurrently herewith, Windrose Medical Properties, L.P., a Virginia
limited partnership (the "Borrower"), and The Huntington National Bank,
individually, and as agent, entered into that certain Second Amended and
Restated Secured Revolving Credit Agreement (the "Credit Agreement"), whereby
Lenders agreed to make certain credit facilities available to Borrower in the
maximum amount at any time outstanding not to exceed the aggregate sum of
Sixty-Three Million Dollars ($63,000,000) (collectively, the "Loan").
Capitalized terms used and not otherwise defined herein shall have the meanings
given to them in the Credit Agreement.
B. Guarantor will derive material financial benefit from the Loan.
C. Lenders have relied on the statements and agreements contained
herein in agreeing to make the Loan. The execution and delivery of this Guaranty
by Guarantor is a condition precedent to the making of the Loan by Lenders.
AGREEMENTS
NOW, THEREFORE, intending to be legally bound, Guarantor, in
consideration of the matters described in the foregoing Recitals, which Recitals
are incorporated herein and made a part hereof, and for other good and valuable
consideration the receipt and sufficiency of which are acknowledged, hereby
covenants and agrees for the benefit of Agent and its respective successors,
endorsees, transferees, participants and assigns as follows:
1. Guarantor absolutely, unconditionally and irrevocably guarantees:
(a) the full and prompt payment of the principal of and
interest on the Notes and Facility 3 Note when due, whether at stated
maturity, upon acceleration or otherwise, and at all times thereafter,
and the full and prompt payment of all sums which may now be or may
hereafter become due and owing under the Notes, the Facility 3 Note,
the Credit Agreement and the other Loan Documents;
(b) the prompt, full and complete performance of all of
Borrower's obligations under each and every covenant contained in the
Loan Documents; and
(c) the full and prompt payment of any Enforcement Costs (as
hereinafter defined in Section 6 hereof).
All amounts due, debts, liabilities and payment obligations described in
subsections (a) and (b) of this Section 1 shall be hereinafter collectively
referred to as the "Indebtedness."
2. In the event of any failure by Borrower in the payment of the
Indebtedness, after the expiration of any applicable cure or grace period,
Guarantor agrees, on demand by Agent, to pay the Indebtedness regardless of any
defense, right of set-off or claims which Borrower or Guarantor may have against
Agent or any Lender or the holder of the Notes or the Facility 3 Note and
without relief from valuation and appraisement laws.
All of the remedies set forth herein and/or provided for in any of the
Loan Documents or at law or equity shall be equally available to Agent, and the
choice by Agent of one such alternative over another shall not be subject to
question or challenge by Guarantor or any other person, nor shall any such
choice be asserted as a defense, setoff, or failure to mitigate damages in any
action, proceeding, or counteraction by Agent to recover or seeking any other
remedy under this Guaranty, nor shall such choice preclude Agent from
subsequently electing to exercise a different remedy. The parties have agreed to
the alternative remedies provided herein in part because they recognize that the
choice of remedies in the event of a default hereunder will necessarily be and
should properly be a matter of good faith business judgment, which the passage
of time and events may or may not prove to have been the best choice to maximize
recovery by Agent on behalf the Lenders at the lowest cost to Borrower and/or
Guarantor. It is the intention of the parties that such good faith choice by
Agent be given conclusive effect regardless of such subsequent developments.
3. Guarantor does hereby (a) waive notice of acceptance of this
Guaranty by Agent and Lenders and any and all notices and demands of every kind
which may be required to be given, or which Guarantor may be entitled to
receive, by any statute, rule or law, (b) agree to refrain from asserting, until
after repayment in full of the Loan, any defense, right of set-off or other
claim which Guarantor may have against Borrower (c) waive any defense, right of
set-off or other claim which Guarantor or Borrower may have against Agent or any
Lender, or the holder of the Notes or the Facility 3 Note, (d) waive any and all
rights Guarantor may have under any anti-deficiency statute or other similar
protections, (e) waive presentment for payment, demand for payment, notice of
nonpayment or dishonor, notice of nonperformance, protest and notice of protest,
diligence in collection, diligence in protection or realization upon the
Indebtedness or any security therefore, and any and all formalities which
otherwise might be legally required to charge Guarantor with liability, (f)
waive all defenses other than performance by Agent required under the Loan
Documents, legal or equitable or otherwise available to Guarantor as a guarantor
or surety, and (g) waive any failure by Agent or any Lender to inform Guarantor
of any facts Agent or any Lender may now or hereafter know about Borrower, the
Project, the Loan, or the transactions contemplated by the Credit Agreement, it
being understood and agreed that Agent and the Lenders have no duty so to inform
and that Guarantor is fully responsible for being and remaining informed by
Borrower of all circumstances bearing on the risk of nonperformance of
Borrower's obligations. Credit may be granted or continued from time to time by
Lenders to Borrower without notice to or authorization from Guarantor,
regardless of the financial or other condition of Borrower at the time of any
such grant or continuation. Agent and Lenders shall have no obligation to
disclose or discuss with Guarantor Agent's or Lenders' assessment of the
financial condition of Borrower. Guarantor acknowledges that no representations
of any kind whatsoever have been made by Agent or any Lender. No
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modification or waiver of any of the provisions of this Guaranty shall be
binding upon Agent or Lenders except as expressly set forth in a writing duly
signed and delivered by Agent.
4. Guarantor further agrees that Guarantor's liability hereunder as
guarantor shall not be impaired, affected, released or discharged by any
renewals or extensions which may be made from time to time, with or without the
knowledge or consent of Guarantor, of the time for payment of interest or
principal under the Notes or the Facility 3 Note, or by any forbearance or delay
in collecting interest or principal under the Notes or the Facility 3 Note, or
by any waiver by Agent under the Credit Agreement, Mortgages or any other Loan
Document, or by Agent's or Lenders' failure or election not to pursue any other
remedies it may have against Borrower or Guarantor or any other guarantor of the
Indebtedness or any other security for the Indebtedness, or by reason of the
incapacity, lack of authority or disability of any other guarantor of the
Indebtedness or the failure of Agent or any Lender to file or enforce a claim
against the estate of any other guarantor of the Indebtedness or the failure of
any other guarantor to execute its guaranty, or by reason of the fact that any
of the collateral for the Indebtedness may be in default at the time of
acceptance thereby by Agent or any Lender or later, or by reason of the fact
that a valid lien in any of the collateral for the Indebtedness may not be
conveyed to or created in favor of Agent or Lenders or by reason of the fact
that the collateral may be subject to equities or defenses or claims in favor of
others or may be invalid or defective in any way, or by reason of the fact that
any of the Indebtedness may be invalid for any reason whatsoever, or by reason
of the fact that the value of any of the collateral for the Indebtedness or the
financial condition of Borrower or any obligor under or other guarantor of any
of the collateral for the Indebtedness may not have been correctly estimated or
may have changed or may hereafter change or by reason of any deterioration,
waste or loss by fire, theft or otherwise, or by any change or modification in
Indebtedness, the Notes, the Facility 3 Note, the Credit Agreement, the
Mortgages or any other Loan Document, or by the acceptance by Agent or any
Lender of any additional security or any increase, substitution or change
therein, or by the release by Agent or any Lender of any security or any
withdrawal thereof or decrease therein, or by the application of payments
received from any source to the payment of any obligation other than the
Indebtedness even though Agent or Lenders might lawfully have elected to apply
such payments to any part or all of the Indebtedness, it being the intent hereof
that, subject to Agent's compliance with the terms of this Guaranty, Guarantor
shall remain liable for the payment of the Indebtedness, until the Indebtedness
has been paid in full, notwithstanding any act or thing which might otherwise
operate as a legal or equitable discharge of a guarantor or surety. Guarantor
further understands and agrees that Agent or Lenders may at any time enter into
agreements with Borrower to amend and modify the Notes, the Facility 3 Note, the
Credit Agreement, the Mortgages or any other Loan Document, and may waive or
release any provision or provisions of the Notes, the Facility 3 Note, the
Credit Agreement, the Mortgages and other Loan Documents or any thereof, and,
with reference to such instruments, may make and enter into any such agreement
or agreements as Agent or Lenders and Borrower may deem proper and desirable,
without in any manner impairing or affecting this Guaranty or any of Agent's or
Lender's rights hereunder or Guarantor's obligations hereunder.
5. This is an absolute, present and continuing guaranty of payment and
not of collection. Guarantor agrees that this Guaranty may be enforced by Agent
without the necessity at any time of resorting to or exhausting any other
security or collateral given in connection herewith or with the Notes, the
Facility 3 Note, the Credit Agreement, the Mortgages or any of
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the other Loan Documents through foreclosure or sale proceedings, as the case
may be, under the Mortgages or otherwise, or resorting to any other guaranties,
and Guarantor hereby waives any right to require Agent or Lenders to join
Borrower in any action brought hereunder or to commence any action against or
obtain any judgment against Borrower or any other guarantor of the Indebtedness
or to pursue any other remedy or enforce any other right. Guarantor further
agrees that nothing contained herein or otherwise shall prevent Agent or Lenders
from pursuing concurrently or successively all rights and remedies available to
it at law and/or in equity or under the Notes, the Facility 3 Note, the Credit
Agreement, the Mortgages or any other Loan Document, and the exercise of any of
its rights or the completion of any of its remedies shall not constitute a
discharge of Guarantor's obligations hereunder, it being the purpose and intent
of Guarantor that the obligations of Guarantor hereunder shall be absolute,
independent and unconditional under any and all circumstances whatsoever. None
of Guarantor's obligations under this Guaranty or any remedy for the enforcement
thereof shall be impaired, modified, changed or released in any manner
whatsoever by any impairment, modification, change, release or limitation of the
liability of Borrower under the Notes, the Facility 3 Note, the Credit
Agreement, the Mortgages or other Loan Document or by reason of the bankruptcy
of Borrower or any other guarantor of the Indebtedness or by reason of any
creditor or bankruptcy proceeding instituted by or against Borrower or any other
guarantor of the Indebtedness. This Guaranty shall continue to be effective or
be reinstated (as the case may be) if at any time payment of all or any part of
any sum payable pursuant to the Notes, the Facility 3 Note, the Credit
Agreement, the Mortgages or any other Loan Document is rescinded or otherwise
required to be returned by Agent or Lenders upon the insolvency, bankruptcy,
dissolution, liquidation, or reorganization of Borrower or any other guarantor
of the Indebtedness, or upon or as a result of the appointment of a receiver,
intervenor, custodian or conservator of or trustee or similar officer for,
Borrower or any substantial part of its property, or otherwise, all as though
such payment to Agent or Lenders had not been made, regardless of whether Agent
or Lenders contested the order requiring the return of such payment. In the
event of the foreclosure of the Mortgages and of a deficiency, Guarantor hereby
promises and agrees forthwith to pay the amount of such deficiency
notwithstanding the fact that recovery of said deficiency against Borrower would
not be allowed by applicable law; however, the foregoing shall not be deemed to
require that Agent institute foreclosure proceedings or otherwise resort to or
exhaust any other collateral or security prior to or concurrently with enforcing
this Guaranty.
6. If: (a) this Guaranty is placed in the hands of an attorney for
collection or is collected through any legal proceeding; (b) an attorney is
retained to represent Agent and/or Lenders in any bankruptcy, reorganization,
receivership, or other proceedings affecting creditors' rights and involving a
claim under this Guaranty; (c) an attorney is retained to provide advice or
other representation with respect to this Guaranty; or (d) an attorney is
retained to represent Agent and/or Lenders in any proceedings whatsoever in
connection with this Guaranty and Agent and/or Lenders prevail in any such
proceedings, then Guarantor shall pay to Agent and/or Lenders upon demand all
reasonable attorney's fees, costs and expenses incurred in connection therewith
(all of which are referred to herein as "Enforcement Costs"), in addition to all
other amounts due hereunder, regardless of whether all or a portion of such
Enforcement Costs are incurred in a single proceeding brought to enforce this
Guaranty as well as the other Loan Documents.
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7. The parties hereto intend and believe that each provision in this
Guaranty comports with all applicable local, state and federal laws and judicial
decisions. However, if any provision or provisions, or if any portion of any
provision or provisions, in this Guaranty is found by a court of law to be in
violation of any applicable local, state or federal ordinance, statute, law,
administrative or judicial decision, or public policy, and if such court should
declare such portion, provision or provisions of this Guaranty to be illegal,
invalid, unlawful, void or unenforceable as written, then it is the intent of
all parties hereto that such portion, provision or provisions shall be given
force to the fullest possible extent that they are legal, valid and enforceable,
that the remainder of this Guaranty shall be construed as if such illegal,
invalid, unlawful, void or unenforceable portion, provision or provisions were
not contained therein, and that the rights, obligations and interest of Agent
and Lenders under the remainder of this Guaranty shall continue in full force
and effect.
8. TO THE GREATEST EXTENT PERMITTED BY LAW, GUARANTOR HEREBY WAIVES ANY
AND ALL RIGHTS TO REQUIRE MARSHALING OF ASSETS BY AGENT OR LENDERS. WITH RESPECT
TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THIS GUARANTY (EACH, A
"PROCEEDING"), AGENT AND GUARANTOR IRREVOCABLY (A) SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF THE STATE AND FEDERAL COURTS HAVING JURISDICTION IN THE CITY OF
INDIANAPOLIS AND STATE OF INDIANA, AND (B) WAIVES ANY OBJECTION WHICH IT MAY
HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDING BROUGHT IN ANY SUCH
COURT, WAIVES ANY CLAIM THAT ANY PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDING,
THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. NOTHING IN THIS
GUARANTY SHALL PRECLUDE AGENT FROM BRINGING A PROCEEDING IN ANY OTHER
JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY ONE OR MORE
JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING IN ANY OTHER JURISDICTION.
AGENT AND GUARANTOR FURTHER AGREE AND CONSENT THAT, IN ADDITION TO ANY METHODS
OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS
IN ANY PROCEEDING IN ANY COUNTY, STATE OR UNITED STATES COURT SITTING IN THE
CITY OF INDIANAPOLIS AND MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN
RECEIPT REQUESTED, DIRECTED TO THE APPLICABLE PARTY AT THE ADDRESS INDICATED
BELOW, AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT; EXCEPT THAT IF SUCH
PARTY SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL BE DEEMED COMPLETE FIVE (5)
DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.
9. Any indebtedness of Borrower to Guarantor now or hereafter existing
is hereby subordinated to the payment of the Indebtedness. After an Event of
Default, Guarantor agrees that, until the entire Indebtedness has been paid in
full, Guarantor will not seek, accept, or retain for its own account, any
payment from Borrower on account of such subordinated debt. After an Event of
Default, any payments to Guarantor on account of such subordinated debt shall be
collected and received by Guarantor in trust for Agent for the benefit of
Lenders and shall be
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paid over to Agent on account of the Indebtedness without impairing or releasing
the obligations of Guarantor hereunder.
10. Any amounts received by Agent or any Lender from any source on
account of the Loan may be utilized by Agent or Lenders for the payment of the
Indebtedness and any other obligations of Borrower to Agent or Lenders in such
order as Agent may from time to time elect. Additionally, if the indebtedness
guaranteed hereby is less than the full indebtedness evidenced by the Notes and
the Facility 3 Note, all rents, proceeds and avails of the Project, including
proceeds of realization of Lenders' collateral, shall be deemed applied on the
indebtedness of Borrower to Lenders that is not guaranteed by Guarantor until
such unguaranteed indebtedness of Borrower to Lenders has been fully repaid
before being applied upon the indebtedness guaranteed by Guarantor.
11. GUARANTOR AND AGENT (BY ITS ACCEPTANCE HEREOF) HEREBY WAIVE ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHT UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO OR
ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS GUARANTY AND
AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.
12. Any notice, demand, request or other communication which any party
hereto may be required or may desire to give hereunder shall be in writing and
shall be deemed to have been properly given (a) if hand delivered, when
delivered; (b) if mailed by United States Certified Mail (postage prepaid,
return receipt requested), three Business Days after mailing (c) if by Federal
Express or other reliable overnight courier service for delivery on the next
Business Day, on the next Business Day after delivered to such courier service
or (d) if by telecopier on the day of transmission so long as copy is sent on
the same day by overnight courier as set forth below:
Guarantor: Windrose Medical Properties Trust
0000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to: Xxxxxx X. Xxxxxx
Secretary and General Counsel
0000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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Agent: The Huntington National Bank
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With copies to: Xxxxxx & Xxxxxxxxx LLP
00 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or at such other address as the party to be served with notice may have
furnished in writing to the party seeking or desiring to serve notice as a place
for the service of notice.
13. In order to induce Lenders to make the Loan, Guarantor makes the
following representations and warranties to Agent for the benefit of Lenders set
forth in this Section. Guarantor acknowledges that but for the truth and
accuracy of the matters covered by the following representations and warranties,
Lenders would not have agreed to make the Loan.
(a) Guarantor is duly formed, validly existing, and in good
standing in its state of organization and has qualified to do business
and is in good standing in any state in which it is necessary in the
conduct of its business.
(b) Guarantor maintains an office at the address set forth for
such party in Section 12.
(c) Any and all balance sheets, net worth statements, and
other financial data with respect to Guarantor which have heretofore
been given to Agent by or on behalf of Guarantor fairly and accurately
present the financial condition of Guarantor, subject to minor,
immaterial errors, as of the respective dates thereof.
(d) The execution, delivery, and performance by Guarantor of
this Guaranty does not and will not contravene or conflict with (i) any
Laws, order, rule, regulation, writ, injunction or decree now in effect
of any Government Authority, or court having jurisdiction over
Guarantor, (ii) any contractual restriction binding on or affecting
Guarantor or Guarantor's property or assets which may adversely affect
Guarantor's ability to fulfill its obligations under this Guaranty,
(iii) the instruments creating any trust holding title to any assets
included in Guarantor's financial statements, or (iv) the
organizational or other documents of Guarantor.
(e) This Guaranty creates legal, valid, and binding
obligations of Guarantor enforceable in accordance with its terms.
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(f) Except as disclosed in writing to Agent, there is no
action, proceeding, or investigation pending or, to the knowledge of
Guarantor, threatened or affecting Guarantor, which may adversely
affect Guarantor's ability to fulfill his obligations under this
Guaranty. There are no judgments or orders for the payment of money
rendered against Guarantor for an amount in excess of $100,000 which
have been undischarged for a period of ten (10) or more consecutive
days and the enforcement of which is not stayed by reason of a pending
appeal or otherwise. Guarantor is not in default under any agreements
which may adversely affect Guarantor's ability to fulfill its
obligations under this Guaranty.
(g) All statements set forth in the Recitals are true and
correct.
All of the foregoing representations and warranties shall be deemed
remade on the date of the first disbursement of proceeds of the Loan, on the
date of each advance of proceeds of the Loan, and upon any extension of the Loan
pursuant to the Credit Agreement. Guarantor hereby agrees to indemnify and hold
Agent and Lenders free and harmless from and against all loss, cost, liability,
damage, and expense, including reasonable attorney's fees and costs, which Agent
or Lenders may sustain by reason of the inaccuracy or breach of any of the
foregoing representations and warranties as of the date the foregoing
representations and warranties are made and are remade.
14. Guarantor shall deliver or cause to be delivered to Agent all of
the Guarantor financial statements to be delivered in accordance with the terms
of the Credit Agreement.
15. This Guaranty shall be binding upon the heirs, executors, legal and
personal representatives, successors and assigns of Guarantor and shall not be
discharged in whole or in part by the death or dissolution of Guarantor or any
principal of Guarantor. If more than one party executes this Guaranty, the
liability of all such parties shall be joint and several, and Guarantor shall be
jointly and severally liable with any other guarantor which guarantees the
Indebtedness pursuant to a guaranty executed and delivered by such guarantor to
Agent.
16. THIS GUARANTY, THE NOTES, THE FACILITY 3 NOTE AND ALL OTHER
INSTRUMENTS EVIDENCING, GOVERNING AND SECURING THE LOAN GUARANTEED HEREBY WERE
NEGOTIATED IN THE STATE OF INDIANA, AND DELIVERED BY GUARANTOR OR BORROWER, AS
APPLICABLE, AND ACCEPTED BY AGENT IN THE STATE OF INDIANA, WHICH STATE THE
PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND THE UNDERLYING
TRANSACTIONS EMBODIED HEREBY. IN ALL RESPECTS, INCLUDING, WITHOUT LIMITATION,
MATTERS OF CONSTRUCTION OF THE IMPROVEMENTS AND PERFORMANCE OF THIS GUARANTY AND
THE OBLIGATIONS ARISING HEREUNDER, THIS GUARANTY SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF INDIANA
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
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17. Agent or Lenders shall be entitled to honor any request for
proceeds of the Loan made by Borrower and shall have no obligation to see to the
proper disposition of such advances. Guarantor agrees that its obligations
hereunder shall not be released or affected by reason of any improper
disposition by Borrower of such proceeds of the Loan.
18. This Guaranty may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same instrument.
19. This Second Amended and Restated Guaranty completely amends and
restates in its entirety that certain Amended and Restated Guaranty executed by
Guarantor in favor of Agent, dated December 30, 2003.
IN WITNESS WHEREOF, Guarantor has delivered this Guaranty in the State
of Indiana as of the date first written above.
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SIGNATURE PAGE TO SECOND AMENDED AND RESTATED GUARANTY
"GUARANTOR"
WINDROSE MEDICAL PROPERTIES TRUST, a
Maryland real estate investment trust
By: /s/ Xxxxxxxxx X. Xxxxxx
---------------------------------
Xxxxxxxxx X. Xxxxxx, President
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State, personally
appeared Xxxxxxxxx X. Xxxxxx, known to me to be the President of WINDROSE
MEDICAL PROPERTIES TRUST, a Maryland real estate investment trust, and
acknowledged the execution of the foregoing for and on behalf of said real
estate investment trust.
Witness my hand and Notarial Seal, this ______day of September, 2005.
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Notary Public - Signature
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Notary Public - Printed
My Commission Expires: My County of Residence:
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