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”).
UNCONDITIONAL AND CONTINUING GUARANTYGuaranty Agreement • September 15th, 2006 • Windrose Medical Properties Trust • Real estate investment trusts • Ohio
THIS GUARANTY is made effective as of September 12, 2006 (the “Effective Date”) by WINDROSE MEDICAL PROPERTIES TRUST, a Maryland real estate investment trust (“Guarantor”), in favor of HEALTH CARE REIT, INC., a corporation organized under the laws of the State of Delaware (“Lender”).
LOAN AGREEMENT BETWEEN HEALTH CARE REIT, INC. AND WINDROSE MEDICAL PROPERTIES, L.P. September 12, 2006Loan Agreement • September 15th, 2006 • Windrose Medical Properties Trust • Real estate investment trusts
THIS LOAN AGREEMENT (“Agreement”) is made and entered into effective as of September 12, 2006 (the “Effective Date”) between WINDROSE MEDICAL PROPERTIES, L.P., a limited partnership organized under the laws of the State of Virginia (the “Borrower”), having its chief executive office at 3502 Woodview Trace, Suite 210, Indianapolis, Indiana 46268 and HEALTH CARE REIT, INC., a corporation organized under the laws of the State of Delaware (the “Lender”), having an address of One SeaGate, Suite 1500, Toledo, Ohio 43603-1475.
