Agreement

 

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                                                                    EXHIBIT 10.2

 

                                                               November 22, 2005

 

Cohen & Steers Capital Advisors, LLC

280 Park Avenue, 10th floor

New York, New York 10017

 

Robert W. Baird & Co. Incorporated

777 East Wisconsin Avenue

Milwaukee, WI 53202

 

            Re: Placement of Securities of Windrose Medical Properties Trust

 

Dear Sirs:

 

            This letter (the "Agreement") confirms our agreement to retain Cohen

& Steers Capital Advisors, LLC and Robert W. Baird & Co. Incorporated (the

"Co-Placement Agents") as our exclusive agents for a period commencing on the

date of this letter and terminating on December 15, 2005, unless extended by the

parties, to introduce Windrose Medical Properties Trust, a Maryland real estate

investment trust (the "Company"), to certain investors as prospective purchasers

(the "Offer") of up to 2,962,000 shares of the Company's Common Shares of

Beneficial Interest, par value $.01 per share (the "Securities") (assuming the

maximum number of Securities is issued and sold). The engagement described

herein (i) may be terminated by the Company at any time prior to the Closing (as

defined below) and (ii) shall be in accordance with applicable laws and pursuant

to the following procedures and terms and conditions:

 

            1. The Company will:

 

            (a) Cause the Company's independent public accountants to address to

the Company and the Co-Placement Agents and deliver to the Company and the

Co-Placement Agents (i) a letter or letters (which letters are frequently

referred to as "comfort letters") dated the date hereof, and (ii) if so

requested by the Co-Placement Agents, a "bring-down" letter delivered the date

on which the sale of Securities is consummated pursuant to the Purchase

Agreement dated the date hereof between the Company and the purchaser party

thereto (the "Purchase Agreement") (such date, the "Closing Date" and the time

of such consummation on any such Closing Date, a "Closing"), which, with respect

to the letter referred to in clause (i) above, will be substantially in the form

attached hereto as Annex I, and with respect to the letter or letters referred

to in clause (ii) above, will be in form and substance reasonably satisfactory

to the Co-Placement Agents.

 

            (b) On the Closing Date, cause outside counsel to the Company to

deliver an opinion or opinions to the Co-Placement Agents substantially in the

form of Annex II hereto.

 

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            (c) Prior to Closing apply for listing the Securities for trading on

the New York Stock Exchange, Inc. ("NYSE") and will use its commercially

reasonable efforts to obtain approval from the NYSE with respect to such listing

as soon as reasonably practicable within 10 days after the Closing Date and, if

such approval is not obtained within 10 days, to continue to use its

commercially reasonable efforts to obtain such approval as soon as practicable

thereafter.

 

            (d) Prior to the Closing, not sell or approve the solicitation of

offers for the purchase of additional Securities in excess of the amount which

shall be authorized by the Company or in excess of the aggregate offering price

of the Securities registered pursuant to the Registration Statement (as defined

below).

 

            (e) Use the proceeds of the offering contemplated hereby as set

forth under the caption "Use of Proceeds" in the Prospectus Supplement (as

defined below).

 

            2. The Company authorizes the Co-Placement Agents to use the

Prospectus (as defined below) in connection with the Offer for such period of

time as the Prospectus is required by law to be delivered in connection

therewith and the Co-Placement Agents agree to do so.

 

            3. (a) The Co-Placement Agents will use commercially reasonable

efforts on behalf of the Company in connection with the Co-Placement Agents'

services hereunder. No offers or sales of Securities shall be made to any person

without the prior approval of such person by the Company, such approval to be at

the reasonable discretion of the Company. The Co-Placement Agents' aggregate fee

for its services hereunder will be an amount equal to the sum of (i) 3.25% of

the gross proceeds received by the Company from the sale of Securities to

non-affiliates of the Co-Placement Agents as a result of the Offer and (ii) 1.0%

of the gross proceeds received by the Company from the sale of Securities to

affiliates of the Co-Placement Agents. Such fee shall be payable by the Company

at and subject to the consummation of the Closing. The Company, upon

consultation with the Co-Placement Agents, may establish in the Company's

discretion a minimum aggregate amount of Securities to be sold in the offering

contemplated hereby, which minimum aggregate amount shall be reflected in the

Prospectus. The Co-Placement Agents will not enter into any agreement or

arrangement with any broker, dealer or other person in connection with the

placement of Securities (individually, a "Participating Person" and

collectively, "Participating Persons") which will obligate the Company to pay

additional fees or expenses to or on behalf of a Participating Person without

the prior written consent of the Company, it being understood that Jefferies &

Company, Inc. will be acting as settlement agent ("Settlement Agent") in

connection with the Offer and the Company will pay the fees and expenses of the

Settlement Agent which shall be calculated at the rate of $.02 per Security

sold.

 

            (b) The Company agrees that it will pay its own costs and expenses

incident to the performance of the obligations hereunder whether or not any

Securities are

 

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offered or sold pursuant to the Offer, including, without limitation, (i) the

filing fees and expenses, if any, incurred with respect to any filing with the

NYSE, (ii) all costs and expenses incident to the preparation, issuance,

execution and delivery of the Securities, (iii) all costs and expenses

(including filing fees) incident to the preparation, printing and filing under

the Securities Act of 1933, as amended (the "Act"), of the Registration

Statement and the Prospectus, including, without limitation, in each case, all

exhibits, amendments and supplements thereto, (iv) all costs and expenses

incurred in connection with the required registration or qualification of the

Securities issuable under the laws of such jurisdictions as the Co-Placement

Agents may reasonably designate, if any, (v) all costs and expenses incurred by

the Company in connection with the printing (including word processing and

duplication costs) and delivery of the Prospectus and Registration Statement

(including, without limitation, any preliminary and supplemental blue sky

memoranda) including, without limitation, mailing and shipping, (vi) all fees

and expenses incurred in marketing the Offer and (vii) the fees and

disbursements of Hunton & Williams, LLP, counsel to the Company, and any other

counsel to the Company, and KPMG LLP, auditors to the Company. In addition, the

Company agrees to reimburse the Co-Placement Agents for all out-of-pocket

expenses of the Co-Placement Agents in connection with the Offer, including but

not limited to the reasonable legal fees, expenses and disbursements of the

Co-Placement Agents' counsel in connection with the Offer, which out-of-pocket

expenses and fees shall not exceed $90,000.

 

            4. (a) The Company will indemnify and hold harmless the Co-Placement

Agents and each of their partners, directors, officers, associates, affiliates,

subsidiaries, employees, consultants, attorneys and agents, and each person, if

any, controlling each of the Co-Placement Agents or any of their affiliates

within the meaning of either Section 15 of the Act or Section 20 of the

Securities Exchange Act of 1934, as amended (the "Exchange Act"), from and

against any and all losses, claims, damages, liabilities or costs (and any

reasonable legal or other expenses incurred by each of the Co-Placement Agents

in investigating or defending the same or in giving testimony or furnishing

documents in response to a request of any government agency or to a subpoena) in

any way relating to, arising out of or caused by any untrue statement or alleged

untrue statement of a material fact contained in the Registration Statement or

in the Prospectus or in any way relating to, arising out of or caused by any

omission or alleged omission to state therein a material fact required to be

stated therein or necessary to make the statements therein, in the light of the

circumstances under which they were made, not misleading. Such indemnity

agreement shall not, however, apply to any such loss, claim, damage, liability,

cost or expense (i) if such statement or omission was made in reliance upon or

in conformity with information furnished in writing to the Company by the

Co-Placement Agents or their affiliates or any of the Purchasers, Investment

Advisers or Broker-Dealers (as defined in the Purchase Agreement) or their

respective affiliates expressly for use in the Prospectus Supplement, or (ii)

which is held in a final judgment of a court of competent jurisdiction (not

subject to further appeal) to have arisen out

 

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of the gross negligence or willful misconduct of the Co-Placement Agents or

any indemnitee described in this paragraph 4(a).

 

            (b) The Co-Placement Agents will indemnify and hold harmless the

Company and each of its trustees, officers, associates, affiliates,

subsidiaries, employees, consultants, attorneys, agents, and each person

controlling the Company or any of its affiliates within the meaning of either

Section 15 of the Act or Section 20 of the Exchange Act from and against any and

all losses, claims, damages, liabilities, costs or expenses (and any reasonable

legal or other expenses incurred by such indemnitee in investigating or

defending the same or in giving testimony or furnishing documents in response to

a request of any government agency or to a subpoena) (i) which are held in a

final judgment of a court of competent jurisdiction (not subject to further

appeal) to have arisen out of the gross negligence or willful misconduct of such

Co-Placement Agents or any of its respective partners, directors, officers,

associates, affiliates, subsidiaries, employees, consultants, attorneys and

agents, and each person, if any, controlling the Co-Placement Agents or any of

its affiliates within the meaning of Section 15 of the Act or Section 20 of the

Exchange Act or (ii) relating to, arising out of or caused by any untrue

statement or alleged untrue statement of a material fact contained in the

Prospectus Supplement or in any way relating to, arising out of or caused by any

omission or alleged omission to state therein a material fact required to be

stated therein or necessary to make the statements therein, in the light of the

circumstances under which they were made, not misleading, if such statement or

omission was made in reliance upon or in conformity with information furnished

in writing to the Company by the Co-Placement Agents or their affiliates or any

of the Purchasers, Investment Advisers or Broker-Dealers or their respective

affiliates expressly for use in the Prospectus Supplement, or (iii) which result

from violations by the Co-Placement Agents of law or of requirements, rules or

regulations of federal or state securities regulators, self-regulatory

associations or organizations in the securities industry, stock exchanges or

organizations with similar functions or responsibilities with respect to

securities brokers or dealers, as determined by a court of competent

jurisdiction or applicable federal or state securities regulators,

self-regulatory associations or organizations in the securities industry or

stock exchanges or organizations, as applicable.

 

            (c) If any action, proceeding or investigation is commenced as to

which any indemnified party hereunder proposes to demand indemnification under

this letter agreement, such indemnified party will notify the indemnifying party

with reasonable promptness. The indemnifying party shall have the right to