THIRD AMENDED AND RESTATED GUARANTY
Exhibit 10.2
THIRD AMENDED AND RESTATED GUARANTY
THIS
THIRD AMENDED AND RESTATED GUARANTY (“Guaranty”)
made as of the 19th day of
September, 2006, 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”).
RECITALS
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 Third 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 Fifty-Three Million
Dollars ($53,000,000) (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 the
LOC Facility 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 LOC Facility 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 LOC Facility 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
LOC Facility 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 LOC Facility Note, or by any forbearance or delay in
collecting interest or principal under the Notes or the LOC Facility 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 LOC Facility 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 LOC Facility Note, the Credit
Agreement, the Mortgages or any other Loan Document, and may waive or release any provision or
provisions of the Notes, the LOC Facility 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 LOC Facility Note, the Credit Agreement, the Mortgages or any
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of 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 LOC Facility 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 LOC Facility 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 LOC Facility 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 LOC Facility 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: Xxxx X. Xxxxxx, 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 LOC FACILITY 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 Third Amended and Restated Guaranty completely amends and restates in its entirety
that certain Second Amended and Restated Guaranty executed by Guarantor in favor of Agent, dated
September 30, 2005.
IN WITNESS WHEREOF, Guarantor has delivered this Guaranty in the State of Indiana as of the
date first written above.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
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SIGNATURE PAGE TO THIRD AMENDED AND RESTATED GUARANTY
| “GUARANTOR” | ||||||
| WINDROSE MEDICAL PROPERTIES TRUST, a Maryland real estate investment trust | ||||||
| By: | /s/ Xxxxxxxxx X. Xxxxxx | |||||
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 15th day of September, 2006.
| Xxx X. Xxxxx | ||||
| Xxx X. Xxxxx | ||||
My
Commission Expires:
|
||||
2/24/2013 |
Xxxxxx | |||
