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                                                                    Exhibit 10.1

                               PURCHASE AGREEMENT

                                      AMONG

                       WINDROSE MEDICAL PROPERTIES, L.P.,

                       WINDROSE MEDICAL PROPERTIES TRUST,

                            WINDROSE CAPITAL TRUST I

                                       AND

                                    AWE, LTD.

                                       AND

                       CREDIT SUISSE SECURITIES (USA) LLC

                                  AS PURCHASERS

                                   ----------

                           Dated as of March 24, 2006

                                   ----------

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                               PURCHASE AGREEMENT
                    ($50,000,000 TRUST PREFERRED SECURITIES)

     THIS PURCHASE AGREEMENT, dated as of March 24, 2006, is entered into among
Windrose Medical Properties Trust, a Maryland real estate investment trust (the
"Guarantor"), Windrose Medical Properties, L.P., a Virginia limited partnership
(the "Company"), Windrose Capital Trust I, a Delaware statutory trust (the
"Trust," and, together with the Company, the "Sellers"), and AWE, Ltd. ("AWE")
and Credit Suisse Securities (USA) LLC ("Credit Suisse," and, together with AWE,
and including any assignee thereof, the "Purchasers").

                                   WITNESSETH:

     WHEREAS, the Sellers propose to issue and sell 50,000 Preferred Securities
of the Trust, having a stated liquidation amount of $1,000 per security, bearing
a fixed rate per annum equal to 7.22% through the interest payment date in
March, 2011, and a variable rate per annum, reset quarterly, equal to LIBOR plus
2.05% thereafter (the "Preferred Securities");

     WHEREAS, the entire proceeds from the sale of the Preferred Securities will
be combined with the entire proceeds from the sale by the Trust to the Company
of its common securities (the "Common Securities"), and will be used by the
Trust to purchase $51,000,000 in principal amount of the unsecured junior
subordinated notes of the Company (the "Junior Subordinated Notes");

     WHEREAS, the Preferred Securities and the Common Securities for the Trust
will be issued pursuant to the Amended and Restated Trust Agreement (the "Trust
Agreement"), dated as of the Closing Date (as defined in Section 2.2 hereof),
among the Company, as depositor, Wilmington Trust Company, as property trustee
(in such capacity, the "Property Trustee"), and as Delaware Trustee (in such
capacity, the "Delaware Trustee"), the Administrative Trustees named therein (in
such capacities, the "Administrative Trustees"), the Guarantor and the holders
from time to time of undivided beneficial interests in the assets of the Trust;
and

     WHEREAS, the Junior Subordinated Notes will be issued pursuant to a Junior
Subordinated Indenture, dated as of the Closing Date (the "Indenture"), between
the Company, the Guarantor and Wilmington Trust Company, as indenture trustee
(in such capacity, the "Indenture Trustee") and will have the benefit of the
Guarantee of the Guarantor specified in Article XIII of the Indenture (the
"Indenture Guarantee").

     NOW, THEREFORE, in consideration of the mutual agreements and subject to
the terms and conditions herein set forth, the parties hereto agree as follows:

Section 1. Definitions. The Preferred Securities, the Common Securities and the
Junior Subordinated Notes are collectively referred to herein as the
"Securities." This Purchase Agreement, the Indenture, the Trust Agreement and
the Securities are collectively referred to herein as the "Operative Documents."
All other capitalized terms used but not defined in this Purchase Agreement
shall have the meanings ascribed thereto in the Indenture.

Section 2. Purchase and Sale of the Preferred Securities.


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     2.1 The Sellers agree to sell to the Purchasers, and the Purchasers
severally agree to purchase from the Sellers the Preferred Securities for an
amount (the "Purchase Price") equal to $50,000,000. In connection with the sale
of the Preferred Securities, the Company hereby agrees to pay an aggregate fee
of $750,000 (the "Closing Fee") as detailed in the Memorandum of Flow of Funds,
dated March 24, 2006, by and among Windrose Medical Properties, L.P., Windrose
Capital Trust I and Wilmington Trust Company (the "Flow of Funds Memo").
Although the proceeds of the sale of the Preferred Securities and the Common
Securities will be used by the Trust to purchase the Junior Subordinated Notes
of the Company, Sellers hereby agree for administrative purposes that the
Closing Fee will be netted in part from the payment made by the Purchasers to
the Trust for the sale of the Preferred Securities and will be netted in part by
the Trust from the amount paid to the Company for the sale of the Junior
Subordinated Notes with the remainder of the Closing Fee paid to the introducing
agent as more fully set forth in the Flow of Funds Memo. The Purchasers shall be
responsible for any and all rating agency costs and expenses, if applicable.

     2.2 Delivery or transfer of, and payment for, the Preferred Securities
shall be made at 11:00 A.M. New York time, on March 24, 2006, or such later date
(not later than April 21, 2006) as the parties may designate (such date and time
of delivery and payment for the Preferred Securities being herein called the
"Closing Date"). The Preferred Securities shall be transferred and delivered to
the Purchasers against the payment of the Purchase Price to the Sellers made by
wire transfer in immediately available funds to a U.S. account designated in
writing by the Company.

     2.3 Delivery of the Preferred Securities shall be made at such location,
and in such names and denominations, as the Purchasers shall designate on the
Closing Date. The Company and the Trust agree to have the Preferred Securities
available for inspection and checking by the Purchasers in New York, New York,
not later than 2:00 P.M. New York time, on the Closing Date. The closing for the
purchase and sale of the Preferred Securities shall occur at the offices of
Thacher Proffitt & Wood LLP, Two World Financial Center, New York, New York
10281, or such other place as the parties hereto shall agree.

Section 3. Closing Conditions. The obligations of the parties under this
Agreement on the Closing Date are subject to the following conditions:

     3.1 Accuracy of Representations and Warranties. The representations and
warranties contained in this Agreement, and the statements of the Sellers and
the Guarantor made in any certificates pursuant to this Agreement, shall be
accurate as of the date of delivery of the Preferred Securities:

     3.2 Opinions of Counsel. On the Closing Date, the Purchasers shall have
received the following favorable opinions or certificate, as the case may be,
each dated as of the Closing Date: (a) from Thacher Proffitt & Wood LLP, special
counsel for the Purchasers and addressed to the Purchasers, an opinion in
substantially the form set forth on Exhibit A-1 attached hereto and incorporated
herein by this reference, (b) an Officers' Certificate from the President of the
Company addressed to the Purchasers in substantially the form set forth on
Exhibit A-2 attached hereto and incorporated herein by this reference, (c) from
Thacher Proffitt & Wood LLP, special tax counsel for the Purchasers addressed to
the Purchasers and Sellers in substantially the form


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set forth on Exhibit A-3 attached hereto and incorporated herein by this
reference, (d) from Morris, James, Hitchens & Williams LLP, special Delaware
counsel to the Trust and addressed to the Purchasers, in substantially the form
set forth on Exhibit A-4 attached hereto and incorporated herein by this
reference, and (e) from Morris, James, Hitchens & Williams LLP, special counsel
to the Indenture Trustee, the Property Trustee and the Delaware Trustee and
addressed to the Purchasers and the Sellers, in substantially the form set forth
on Exhibit A-5 attached hereto and incorporated herein by this reference. Each
certificate or opinion addressed to the Purchasers shall state that the first
entity, if any, to which the Purchasers transfer any of the Preferred
Securities, and, if such transferee is a warehouse entity, the next subsequent
transferee that is not a warehouse entity (each, a "Subsequent Purchaser") shall
be entitled to rely on such certificate or opinion.

     3.3 Officer's Certificate. Each of the Company and the Guarantor shall have
furnished to the Purchasers a certificate, signed by its President and by the
Chief Financial Officer, and the Trust shall have furnished to the Purchasers a
certificate of the Trust, signed by an Administrative Trustee of the Trust, in
each case dated the Closing Date, and, in the case of the Company, as to 3.3.1
and 3.3.2 below and, in the case of the Trust, as to 3.3.1 below:

     3.3.1 the representations and warranties in this Agreement are true and
correct on and as of the Closing Date, and the Guarantor, the Company and the
Trust have complied with all the agreements and satisfied all the conditions on
either of their part to be performed or satisfied at or prior to the Closing
Date; and

     3.3.2 since the date of the Financial Statements (as defined below), there
has been no material adverse change in the condition (financial or other),
earnings, business, or assets of the Guarantor, the Company and their
subsidiaries, taken as a whole, whether or not arising from transactions
occurring in the ordinary course of business.

     3.4 No Subsequent Change. Subsequent to the execution of this Agreement,
there shall not have been any change, or any development involving a prospective
change, in or affecting the condition (financial or other), earnings, business,
or assets of the Guarantor, the Company and their subsidiaries, whether or not
occurring in the ordinary course of business, the effect of which is, in the
Purchasers' reasonable judgment, so material and adverse as to make it
impractical or inadvisable to proceed with the purchase of the Preferred
Securities.

     3.5 Purchase Permitted by Applicable Laws; Legal Investment. The purchase
of and payment for the Preferred Securities as described in this Agreement shall
(a) not be prohibited by any applicable law or governmental regulation, (b) not
subject the Purchasers to any penalty or, in the reasonable judgment of the
Purchasers, other onerous conditions under or pursuant to any applicable law or
governmental regulation, and (c) be permitted by the laws and regulations of the
jurisdictions to which the Purchasers are subject.

     3.6 Consents and Permits. The Guarantor, the Company and the Trust shall
have received all consents, permits and other authorizations, and made all such
filings and declarations, as may be required from any person or entity pursuant
to any law, statute, regulation or rule (federal, state, local and foreign), or
pursuant to any agreement, order or decree


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to which the Guarantor, the Company or the Trust is a party or to which either
is subject, in connection with the transactions contemplated by this Agreement.

     3.7 Information. Prior to or on the Closing Date, the Guarantor and Sellers
shall have furnished to the Purchasers and their counsel such further
information, certificates, opinions and documents as the Purchasers or their
counsel may reasonably request.

     If any of the conditions specified in this Section 3 shall not have been
fulfilled when and as required in this Agreement, or if any of the opinions,
certificates and documents mentioned above or elsewhere in this Agreement shall
not be reasonably satisfactory in form and substance to the Purchasers or their
counsel, this Agreement and all the Purchasers' obligations hereunder may be
canceled at, or any time prior to, the Closing Date by the Purchasers. Notice of
such cancellation shall be given to the Sellers in writing or by telephone or
facsimile confirmed in writing.

     Each certificate signed by any trustee of the Trust or any officer of the
Guarantor or the Company and delivered to the Purchasers or their counsel in
connection with the Operative Documents and the transactions contemplated hereby
and thereby shall be deemed to be a representation and warranty of the Trust,
the Guarantor and/or the Company, as the case may be, and not by such trustee or
officer in any individual capacity.

Section 4. Representations and Warranties of the Guarantor and the Sellers. The
Guarantor and Sellers jointly and severally represent and warrant to the
Purchasers as of the date hereof and as of the Closing Date as follows:

     4.1 Representations and Warranties of the Guarantor, the Company and the
Trust. Each of the Guarantor, the Company and the Trust, jointly and severally
represents and warrants to, and agrees with the Purchasers, as follows:

          (a) Securities Laws Matters:

               (i) Neither the Guarantor, the Company nor the Trust, nor any of
their "Affiliates" (as defined in Rule 501(b) of Regulation D under the
Securities Act ("Regulation D")), nor any person acting on any of their behalf
(except for the Purchasers, as to which the Guarantor, the Company and the Trust
make no representation) has, directly or indirectly, made offers or sales of any
security, or solicited offers to buy any security, under circumstances that
would require the registration under the Securities Act of any of the
Securities.

               (ii) Neither the Guarantor, the Company nor the Trust, nor any of
their Affiliates, nor any person acting on its or their behalf (except for the
Purchasers, as to which the Guarantor, the Company and the Trust make no
representation) has (i) offered for sale or solicited offers to purchase the
Securities, (ii) engaged in any form of general solicitation or general
advertising (within the meaning of Regulation D) in connection with any offer or
sale of any of the Securities, or (iii) engaged in any "directed selling
efforts" within the meaning of Regulation S under the Securities Act
("Regulation S") with respect to the Securities.

               (iii) The Securities (i) are not and have not been listed on a
national securities exchange registered under Section 6 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or quoted on a U.S.
automated interdealer quotation system


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and (ii) are not of an open-end investment company, unit investment trust or
face-amount certificate company that are, or are required to be, registered
under Section 8 of the Investment Company Act of 1940, as amended (the
"Investment Company Act"), and the Securities otherwise satisfy the eligibility
requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act
("Rule 144A(d)(3)").

               (iv) Neither the Guarantor, the Company nor the Trust is, and,
immediately following consummation of the transactions contemplated hereby and
the application of the net proceeds therefrom, neither the Guarantor, the
Company nor the Trust will be, an "investment company" or an entity "controlled"
by an "investment company," in each case within the meaning of Section 3(a) of
the Investment Company Act.

               (v) Neither the Guarantor, the Company nor the Trust has paid or
agreed to pay to any person or entity, directly or indirectly, any fees or other
compensation for soliciting another to purchase any of the Securities, except
for the Closing Fee.

     4.2 Standing and Qualification of the Trust. To the knowledge of the
Guarantor and the Company, the Trust has been duly created and is validly
existing in good standing as a statutory trust under the Delaware Statutory
Trust Act, 12 Del. C. Section 3801, et seq. (the "Statutory Trust Act") with all
requisite power and authority to own property and to conduct the business it
transacts and proposes to transact and to enter into and perform its obligations
under the Operative Documents to which it is a party. To the knowledge of the
Guarantor and Company, the Trust is duly qualified to transact business as a
foreign entity and is in good standing in each jurisdiction in which such
qualification is necessary, except where the failure to so qualify or be in good
standing would not have a material adverse effect on the condition (financial or
otherwise), earnings, business, or assets of the Trust, whether or not occurring
in the ordinary course of business. The Trust is not a party to, or otherwise
bound by, any agreement other than the Operative Documents. The Trust is, and
under current law will continue to be, classified for federal income tax
purposes as a grantor trust and not as an association or publicly traded
partnership taxable as a corporation.

     4.3 Trust Agreement. The Trust Agreement has been duly authorized by the
Guarantor, the Company and, on the Closing Date specified in Section 2.3.1, will
have been duly executed and delivered by the Guarantor, the Company and the
Administrative Trustees of the Trust, and, assuming due authorization, execution
and delivery by the Property Trustee and the Delaware Trustee, will be a legal,
valid and binding obligation of the Guarantor, the Company and the
Administrative Trustees, enforceable against them in accordance with its terms,
subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and to general principles of equity. Each of the
Administrative Trustees of the Trust is an employee of the Guarantor, the
Company or one of its Subsidiaries and has been duly authorized by the Company
to execute and deliver the Trust Agreement. To the knowledge of the Guarantor
and the Company, the Trust is not in violation of any provision of the Statutory
Trust Act.

     4.4 Indenture. The Indenture has been duly authorized by the Company and
the Guarantor and, on the Closing Date, will have been duly executed and
delivered by the Company and the Guarantor, and, assuming due authorization,
execution and delivery by the Indenture Trustee, will be a legal, valid and
binding obligation of the Company and the Guarantor


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enforceable against each in accordance with its terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors' rights generally
and to general principles of equity.

     4.5 Preferred Securities and Common Securities. The Preferred Securities
and the Common Securities have been duly authorized by the Trust and, when
authenticated by manual signature of the Property Trustee (as to which the
Guarantor and the Sellers make no representation and warranty), issued and
delivered against payment therefor on the Closing Date to the Purchasers in
accordance with this Agreement, in the case of the Preferred Securities, and to
the Company in accordance with the Common Securities Subscription Agreement
between the Company and the Trust, dated as of the Closing Date, in the case of
the Common Securities, will be validly issued, fully paid and nonassessable and
will represent undivided beneficial interests in the assets of the Trust
entitled to the benefits of the Trust Agreement, enforceable against the Trust
in accordance with their terms, subject to applicable bankruptcy, insolvency and
similar laws affecting creditors' rights generally and to general principles of
equity. The issuance of the Securities is not subject to preemptive or other
similar rights. On the Closing Date, all of the issued and outstanding Common
Securities will be directly owned by the Company free and clear of any pledge,
security interest, claim, lien or other encumbrance (each, a "Lien").

     4.6 Junior Subordinated Notes. The Junior Subordinated Notes have been duly
authorized by the Company and, on the Closing Date, will have been duly executed
and delivered to the Indenture Trustee for authentication in accordance with the
Indenture and, when authenticated in the manner provided for in the Indenture
and delivered to the Trust against payment therefor in accordance with the
Junior Subordinated Note Subscription Agreement between the Company and the
Trust, dated as of the Closing Date, will constitute legal, valid and binding
obligations of the Company entitled to the benefits of the Indenture enforceable
against the Company in accordance with their terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors' rights generally
and to general principles of equity.

     4.7 Purchase Agreement. This Agreement has been duly authorized, executed
and delivered by the Guarantor, the Company and the Trust and constitutes the
legal, valid and binding obligation of the Guarantor, the Company and the Trust,
enforceable against the Guarantor, the Company and the Trust in accordance with
its terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally and to general principles of equity.

     4.8 Defaults. The issue and sale of the Common Securities, the Preferred
Securities or the Junior Subordinated Notes, the purchase of the Junior
Subordinated Notes by the Trust, the execution and delivery of and compliance
with the Operative Documents by the Guarantor, the Company or the Trust, to the
extent a party thereto, the consummation of the transactions contemplated herein
or therein, or the use of the proceeds therefrom, (i) will not conflict with or
constitute a breach of, or a default under, the Trust Agreement or the charter
or bylaws, the certificate of limited partnership or limited partnership
agreement or the certificate of formation or limited liability company operating
agreement of the Guarantor, the Company or any subsidiary of the Guarantor or
the Company or any applicable law, statute, rule, regulation, judgment, order,
writ or decree of any government, governmental authority, agency or
instrumentality or court, domestic or foreign, having jurisdiction over the
Trust, the Guarantor or


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the Company or any of their subsidiaries, or their respective properties or
assets (collectively, "Governmental Entities"), (ii) except as provided in
Schedule 4.8, will not conflict with or constitute a violation or breach of, or
a default or Repayment Event (as defined below) under, or result in the creation
or imposition of any Lien upon any property or assets of the Trust, the
Guarantor, the Company or any of their subsidiaries pursuant to any contract,
indenture, mortgage, loan agreement, note, lease or other agreement or
instrument to which (A) the Trust, the Guarantor, the Company or any of their
subsidiaries is a party or by which it or any of them may be bound, or (B) any
of the property or assets of any of them is subject, or any judgment, order or
decree of any court, Governmental Entity or arbitrator, except, in the case of
this clause or (iii), for such conflicts, breaches, violations, defaults,
Repayment Events (as defined below) or Liens which (X) would not, singly or in
the aggregate, adversely affect the consummation of the transactions
contemplated by the Operative Documents and (Y) would not, singly or in the
aggregate, have a material adverse effect on the condition (financial or
otherwise), earnings, business, liabilities and assets (taken as a whole) of the
Guarantor, the Company and their subsidiaries taken as a whole, whether or not
occurring in the ordinary course of business (a "Material Adverse Effect"). As
used herein, a "Repayment Event" means any event or condition which gives the
holder of any note, debenture or other evidence of indebtedness (or any person
acting on such holder's behalf) the right to require the repurchase, redemption
or repayment of all or a portion of such indebtedness by the Trust, the
Guarantor or the Company or any of their subsidiaries prior to its scheduled
maturity.

     4.9 Organization, Standing and Qualification of the Company. The Company
has been duly formed and is validly existing as a limited partnership in good
standing under the laws of Virginia, with all requisite partnership power and
authority to own, lease and operate its properties and conduct the business it
transacts and proposes to transact, and is duly qualified to transact business
and is in good standing as a foreign limited partnership in each jurisdiction
where the nature of its activities requires such qualification, except where the
failure of the Company to be so qualified would not, singly or in the aggregate,
have a Material Adverse Effect.

     4.10 Organization, Standing and Qualification of the Guarantor. The
Guarantor has been duly incorporated and is validly existing as a real estate
investment trust in good standing under the laws of Maryland, with all requisite
corporate power and authority to own, lease and operate its properties and
conduct the business it transacts and proposes to transact, and is duly
qualified to transact business and is in good standing as a foreign corporation
in each jurisdiction where the nature of its activities requires such
qualification, except where the failure of the Guarantor to be so qualified
would not, singly or in the aggregate, have a Material Adverse Effect.

     4.11 Subsidiaries of the Guarantor and the Company. The Guarantor has no
subsidiaries that were "significant subsidiaries" as of December 31, 2005 (as
defined in Rule 1-02 of Regulation S-X) other than the Company. The Company has
no subsidiaries that were "significant subsidiaries" (as defined in Rule 1-02 of
Regulation S-X) as of December 31, 2005.

     4.12 Government Licenses; Laws. Each of the Trust, the Guarantor, the
Company and each of their subsidiaries hold all necessary approvals,
authorizations, orders, licenses, certificates and permits (collectively,
"Government Licenses") of and from Governmental


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Entities necessary to conduct its respective business as now being conducted,
and neither the Trust, the Guarantor, the Company nor any of their subsidiaries
has received any notice of proceedings relating to the revocation or
modification of any such Government License, except where the failure to be so
licensed or approved or the receipt of an unfavorable decision, ruling or
finding, would not, singly or in the aggregate, have a Material Adverse Effect;
all of the Government Licenses are valid and in full force and effect, except
where the invalidity or the failure of such Government Licenses to be in full
force and effect, would not, singly or in the aggregate, have a Material Adverse
Effect; and the Guarantor, the Company and their subsidiaries are in compliance
with all applicable laws, rules, regulations, judgments, orders, decrees and
consents, except where the failure to be in compliance would not, singly or in
the aggregate, have a Material Adverse Effect.

     4.13 Stock. All of the issued and outstanding shares of capital stock,
partnership interests or membership interests of the Guarantor, the Company and
each of their subsidiaries are validly issued, fully paid and nonassessable; all
of the issued and outstanding capital stock, partnership interests or membership
interests of each subsidiary of the Guarantor or the Company that the Guarantor
or the Company owns, as applicable, directly or through subsidiaries, is free
and clear of any Lien, claim or equitable right, other than in connection with
or due to Senior Debt (as defined in the Indenture); and none of the issued and
outstanding capital stock of the Guarantor or the Company or any subsidiary was
issued in violation of any preemptive or similar rights arising by operation of
law, under the charter or by-laws, certificate of limited partnership or limited
partnership agreement or the certificate of formation or limited liability
company operating agreement of such entity or under any agreement to which the
Guarantor, the Company or any of their subsidiaries is a party.

     4.14 Property. Each of the Trust, the Guarantor, the Company and each
subsidiary of the Company and the Guarantor has good and marketable title to all
of its respective real and personal properties, in each case free and clear of
all Liens and defects, except for those that would not, singly or in the
aggregate, have a Material Adverse Effect; and all of the leases and subleases
under which the Trust, the Guarantor, the Company or any subsidiary of the
Company or the Guarantor holds properties are in full force and effect, except
where the failure of such leases and subleases to be in full force and effect
would not, singly or in the aggregate, have a Material Adverse Effect and none
of the Trust, the Guarantor, the Company or any subsidiary of the Company or the
Guarantor has any notice of any claim of any sort that has been asserted by
anyone adverse to the rights of the Trust, the Guarantor, the Company or any
subsidiary of the Company or the Guarantor under any such leases or subleases,
or affecting or questioning the rights of such entity to the continued
possession of the leased or subleased premises under any such lease or sublease,
except for such claims that would not, singly or in the aggregate, have a
Material Adverse Effect.

     4.15 Conflicts, Authorizations and Approvals. Neither the Guarantor, the
Company nor any of their subsidiaries is (i) in violation of its respective
charter, bylaws, certificate of limited partnership, limited partnership
agreement, certificate of formation, limited liability company operating
agreement or similar organizational documents or (ii) in default in the
performance or observance of any obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage, loan agreement, note, lease or
other agreement or instrument to which either the Guarantor, the Company or any
such subsidiary is a party or by which it or any


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of them may be bound or to which any of the property or assets of any of them is
subject, except, in the case of clause (ii), where such default would not,
singly or in the aggregate, have a Material Adverse Effect. No filing with, or
authorization, approval, consent, license, order, registration, qualification or
decree of, any Governmental Entity, other than those that have been made or
obtained, is necessary or required for the performance by the Trust, the
Guarantor, or the Company of their respective obligations under the Operative
Documents, as applicable, or the consummation by the Trust, the Guarantor, and
the Company of the transactions contemplated by the Operative Documents.

     4.16 Financial Statements.

          (a) The audited consolidated financial statements (including the notes
thereto) and schedules of the Guarantor and its consolidated subsidiaries at and
for each of the three fiscal years ended December 31, 2005, (the "Financial
Statements") provided to the Purchasers are the most recently available audited
consolidated financial statements of the Guarantor and its consolidated
subsidiaries, respectively, and fairly present in all material respects, in
accordance with U.S. generally accepted accounting principles ("GAAP"), the
financial position of the Guarantor and its consolidated subsidiaries, and the
results of operations and changes in financial condition as of the dates and for
the periods therein specified. Such consolidated financial statements and
schedules have been prepared in accordance with GAAP consistently applied
throughout the periods involved (except as otherwise noted therein).

          (b) Since the date of the Financial Statements, there has not been (A)
any material adverse change or development with respect to the condition
(financial or otherwise), earnings, business or assets of the Guarantor and its
subsidiaries, taken as a whole, whether or not occurring in the ordinary course
of business or (B) any dividend or distribution of any kind declared, paid or
made by the Guarantor on any class of its capital stock other than regular
quarterly dividends on the Guarantor's common and preferred stock.

          (c) The accountants of the Guarantor who certified the Financial
Statements are independent public accountants of the Guarantor and its
subsidiaries within the meaning of the Securities Act and the rules and
regulations of the Securities and Exchange Commission ("SEC") thereunder.

     4.17 No Undisclosed Liabilities. None of the Trust, the Guarantor, the
Company nor any of their subsidiaries has any material liability, whether known
or unknown, whether asserted or unasserted, whether absolute or contingent,
whether accrued or unaccrued, whether liquidated or unliquidated, and whether
due or to become due, including any liability for taxes (and there is no past or
present fact, situation, circumstance, condition or other basis for any present
or future action, suit, proceeding, hearing, charge, complaint, claim or demand
against the Guarantor, the Company or their subsidiaries that could give rise to
any such liability), except for (i) liabilities set forth in the Financial
Statements and (ii) normal fluctuations in the amount of the liabilities
referred to in clause (i) above occurring in the ordinary course of business of
the Trust, the Guarantor, the Company and all of their subsidiaries since the
date of the most recent balance sheet included in such Financial Statements.


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     4.18 Litigation. There is no action, suit or proceeding before or by any
Governmental Entity, arbitrator or court, domestic or foreign, now pending or,
to the knowledge of the Guarantor, the Company or the Trust after due inquiry,
threatened against or affecting the Trust, the Guarantor, or the Company or any
of their subsidiaries, except for such actions, suits or proceedings that, if
adversely determined, would not, singly or in the aggregate, adversely affect
the consummation of the transactions contemplated by the Operative Documents or
have a Material Adverse Effect; and the aggregate of all pending legal or
governmental proceedings to which the Trust, the Guarantor or the Company or any
of its subsidiaries is a party or of which any of their respective properties or
assets is subject, including ordinary routine litigation incidental to the
business, are not expected to result in a Material Adverse Effect.

     4.19 No Labor Disputes. No labor dispute with the employees of the Trust,
the Guarantor, the Company or any of their subsidiaries exists or, to the
knowledge of the executive officers of the Trust, the Guarantor, or the Company,
is imminent, except those which would not, singly or in the aggregate, have a
Material Adverse Effect.

     4.20 Filings with the SEC. The documents of the Guarantor filed with the
SEC in accordance with the Exchange Act, from and including the commencement of
the fiscal year covered by the Guarantor's most recent Annual Report on Form
10-K, at the time they were filed by the Guarantor with the SEC (collectively,
the "1934 Act Reports"), complied in all material respects with the requirements
of the Exchange Act and the rules and regulations of the SEC thereunder (the
"1934 Act Regulations"), and, did not at the time of filing, and at the date of
this Agreement and on the Closing Date do not include an untrue statement of a
material fact or omit to state 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; and other than such instruments,
agreements, contracts and other documents as are filed as exhibits to the
Guarantor's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q or
Current Reports on Form 8-K, there are no instruments, agreements, contracts or
documents of a character described in Item 601 of Regulation S-K promulgated by
the SEC to which the Guarantor or any of its subsidiaries is a party. The
Guarantor is in compliance with all currently applicable requirements of the
Exchange Act and the 1934 Act Regulations that were added by the Sarbanes-Oxley
Act of 2002.

     4.21 Tax Returns. The Guarantor and the Company have timely and duly filed
all Tax Returns (defined below) required to be filed by them or have obtained a
valid extension of such filing, and all such Tax Returns were, when filed, true,
correct and complete in all material respects. The Guarantor and the Company
have timely and duly paid in full all material Taxes required to be paid by them
(whether or not such amounts are shown as due on any Tax Return). There are no
federal, state, or other Tax audits or deficiency assessments proposed or
pending with respect to the Guarantor or the Company, and no such audits or
assessments are threatened. As used herein, the terms "Tax" or "Taxes" mean (i)
all federal, state, local, and foreign taxes, and other assessments of a similar
nature (whether imposed directly or through withholding), including any
interest, additions to tax, or penalties applicable thereto, imposed by any
Governmental Entity, and (ii) all liabilities in respect of such amounts arising
as a result of being a member of any affiliated, consolidated, combined, unitary
or similar group, as a successor to another person or by contract. As used
herein, the term "Tax Returns" means all federal, state, local, and foreign Tax
returns, declarations, statements, reports, schedules, forms, and


                                       11

<PAGE>

information returns and any amendments thereto filed or required to be filed
with any Governmental Entity.

     4.22 Taxes. The Trust will not be subject to United States federal income
tax with respect to income received or accrued on the Junior Subordinated Notes,
interest payable by the Company on the Junior Subordinated Notes will be
deductible by the Company, in whole or in part, for United States federal income
tax purposes, and the Trust is not, or will not be within ninety (90) days of
the date hereof, subject to more than a de minimis amount of other taxes, duties
or other governmental charges. There are no rulemaking or similar proceedings
before the United States Internal Revenue Service or comparable federal, state,
local or foreign government bodies which involve or affect the Guarantor, the
Company or any subsidiary, which, if the subject of an action unfavorable to the
Guarantor, the Company or any subsidiary, could result in a Material Adverse
Effect.

     4.23 Books and Records. The books, records and accounts of the Guarantor,
the Company and their subsidiaries accurately and fairly reflect, in reasonable
detail, the transactions in, and dispositions of, the assets of, and the results
of operations of, the Guarantor, the Company and their subsidiaries. The
Guarantor, the Company and each of its subsidiaries maintains a system of
internal accounting controls sufficient to provide reasonable assurances that
(i) transactions are executed in accordance with management's general or
specific authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP and to maintain
asset accountability, (iii) access to assets is permitted only in accordance
with management's general or specific authorization and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.

     4.24 Insurance. The Guarantor and the Company are insured by insurers of
recognized financial responsibility against such losses and risks and in such
amounts in all material respects as are customary in the businesses in which
they are engaged or propose to engage after giving effect to the transactions
contemplated hereby, including, but not limited to, real or personal property
owned or leased against theft, damage, destruction, act of vandalism and all
other risks customarily insured against. All policies of insurance and fidelity
or surety bonds insuring the Guarantor or the Company or the Guarantor's or the
Company's respective businesses, assets, employees, officers and directors are
in full force and effect. The Guarantor and the Company are in compliance with
the terms of such policies and instruments in all material respects. Neither the
Guarantor nor the Company has reason to believe that it will not be able to
renew its existing insurance coverage as and when such coverage expires or to
obtain similar coverage from similar insurers as may be necessary to continue
its business at a cost that would not have a Material Adverse Effect. Within the
past twelve months, neither the Guarantor nor the Company has been denied any
insurance coverage which it has sought or for which it has applied.

     4.25 Corporate Funds. The Guarantor, the Company and their subsidiaries or
to the Company's and the Guarantor's knowledge any person acting on their behalf
including, without limitation, any director, officer, agent or employee of the
Guarantor, the Company or their subsidiaries has not, directly or indirectly,
while acting on behalf of the Guarantor, the Company and their subsidiaries (i)
used any corporate funds for unlawful contributions, gifts, entertainment or
other unlawful expenses relating to political activity; (ii) made any unlawful
payment to


                                       12

<PAGE>

foreign or domestic government officials or employees or to foreign or domestic
political parties or campaigns from corporate funds; (iii) violated any
provision of the Foreign Corrupt Practices Act of 1977, as amended; or (iv) made
any other unlawful payment.

     4.26 Environmental Laws. Except as would not, individually or in the
aggregate, result in a Material Adverse Effect, (i) the Guarantor, the Company
and their subsidiaries have been and are in compliance with applicable
Environmental Laws (as defined below), (ii) none of the Guarantor, the Company,
any of their subsidiaries or, to the best of the Guarantor's or the Company's
knowledge, any other owners of any of the real property owned, leased, operated
or managed by the Guarantor, the Company or any of their subsidiaries (the
"Properties") at any time or any other party, has at any time released (as such
term is defined in CERCLA (as defined below)) or otherwise disposed of Hazardous
Materials (as defined below) on, to, in, under or from the Properties or any
other real properties previously owned, leased or operated by the Guarantor or
the Company or any of their subsidiaries, (iii) neither the Guarantor, the
Company nor any of their subsidiaries intends to use the Properties or any
subsequently acquired properties, other than in compliance with applicable
Environmental Laws, (iv) neither the Guarantor, the Company nor any of their
subsidiaries has received any notice of, or has any knowledge of any occurrence
or circumstance which, with notice or passage of time or both, would give rise
to a claim under or pursuant to any Environmental Law with respect to the
Properties, any other real properties previously owned, leased or operated by
the Guarantor, the Company or any of their subsidiaries, or their respective
assets or arising out of the conduct of the Guarantor, the Company or their
subsidiaries, (v) none of the Properties are included or, to the knowledge of
the Guarantor or the Company, proposed for inclusion on the National Priorities
List issued pursuant to CERCLA by the United States Environmental Protection
Agency or, to the knowledge of the Guarantor or the Company, proposed for
inclusion on any similar list or inventory issued pursuant to any other
Environmental Law or issued by any other Governmental Entity, (vi) none of the
Guarantor, the Company, any of their subsidiaries or agents or, to the knowledge
of the Guarantor or the Company, any other person or entity for whose conduct
any of them is or may be held responsible, has generated, manufactured, refined,
transported, treated, stored, handled, disposed, transferred, produced or
processed any Hazardous Material at any of the Properties, except in compliance
with all applicable Environmental Laws, and has not transported or arranged for
the transport of any Hazardous Material from the Properties or any other real
properties previously owned, leased or operated by the Guarantor, the Company or
any of their subsidiaries to another property, except in compliance with all
applicable Environmental Laws, (vii) no lien has been imposed on the Properties
by any Governmental Entity in connection with the presence on or off such
Property of any Hazardous Material, and (viii) none of the Guarantor, the
Company, any of their subsidiaries or, to the knowledge of the Guarantor or the
Company, any other person or entity for whose conduct any of them is or may be
held responsible, has entered into or been subject to any consent decree,
compliance order, or administrative order with respect to the Properties or any
facilities or improvements or any operations or activities thereon.

As used herein, "Hazardous Material" shall include, without limitation, any
flammable materials, explosives, radioactive materials, hazardous materials,
hazardous substances, hazardous wastes, toxic substances or related materials,
asbestos, petroleum, petroleum products and any hazardous material as defined by
any federal, state or local environmental law, statute, ordinance, rule or
regulation, including, without limitation, the Comprehensive Environmental
Response,


                                       13

<PAGE>

Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Sections
9601-9675 ("CERCLA"), the Hazardous Materials Transportation Act, as amended, 49
U.S.C. Sections 5101-5127, the Resource Conservation and Recovery Act, as
amended, 42 U.S.C. Sections 6901-6992k, the Emergency Planning and Community
Right-to-Know Act of 1986, 42 U.S.C. Sections 11001-11050, the Toxic Substances
Control Act, 15 U.S.C. Sections 2601-2692, the Federal Insecticide, Fungicide
and Rodenticide Act, 7 U.S.C. Sections 136-136y, the Clean Air Act, 42 U.S.C.
Sections 7401-7642, the Clean Water Act (Federal Water Pollution Control Act),
33 U.S.C. Sections 1251-1387, the Safe Drinking Water Act, 42 U.S.C. Sections
300f-300j-26, and the Occupational Safety and Health Act, 29 U.S.C. Sections
651-678, and any analogous state laws, as any of the above may be amended from
time to time and in the regulations promulgated pursuant to each of the
foregoing (including environmental statutes and laws not specifically defined
herein) (individually, an "Environmental Law" and collectively, the
"Environmental Laws") or by any Governmental Entity.

     4.27 Review of Environmental Laws. In the ordinary course of their
business, the Guarantor and the Company periodically review the effect of
Environmental Laws on the business, operations and properties of the Company and
their subsidiaries, and periodically identify and evaluate associated costs and
liabilities (including, without limitation, any capital or operating
expenditures required for clean-up, closure of properties or compliance with
Environmental Laws or any permit, license or approval, any related constraints
on operating activities and any potential liabilities to third parties). On the
basis of such reviews and the amount of their established reserves, the
Guarantor and the Company have reasonably concluded that such associated costs
and liabilities would not, individually or in the aggregate, result in a
Material Adverse Effect.

     4.28 REIT Status. The Guarantor is organized in conformity with the
requirements for qualification as a real estate investment trust (a "REIT")
under the Internal Revenue Code of 1986, as amended (the "Code"), and the
present and contemplated method of operation of the Guarantor and its
subsidiaries does and will enable the Guarantor to meet the requirements for
taxation as a REIT under the Code.

     4.29 OSHA Compliance. Neither the Guarantor, the Company nor any of their
subsidiaries is in violation of any federal or state law or regulation relating
to occupational safety and health and the Guarantor, the Company and their
subsidiaries have received all permits, licenses or other approvals required of
them under applicable federal and state occupational safety and health and
environmental laws and regulations to conduct their respective businesses, and
the Guarantor, the Company and each of their subsidiaries is in compliance with
all terms and conditions of any such permit, license or approval, except any
such violation of law or regulation, failure to receive required permits,
licenses or other approvals or failure to comply with the terms and conditions
of such permits, licenses or approvals which would not, singly or in the
aggregate, result in a Material Adverse Effect.

     4.30 Information. The information provided by the Guarantor, the Company
and the Trust pursuant to this Agreement does not contain any untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.


                                       14

<PAGE>


     Section 5. Representations and Warranties of the Purchasers. Each of the
Purchasers severally represents and warrants to, and agrees with, the Guarantor,
the Company and the Trust as follows:

     5.1 Each of the Purchasers is duly organized, validly existing and in good
standing under its respective laws of organization.

     5.2 Each of the Purchasers understands and acknowledges that the Preferred
Securities, the Notes and the Indenture Guarantee (i) have not been registered
under the Securities Act of 1933, as amended (the "Securities Act"), or any
other applicable securities law, (ii) are being offered for sale by the Trust in
transactions not requiring registration under the Securities Act and (iii) may
not be offered, sold, pledged or otherwise transferred by the Purchasers except
in compliance with the registration requirements of the Securities Act or any
other applicable securities laws, pursuant to an exemption therefrom or in a
transaction not subject thereto.

     5.3 Each of the Purchasers has all requisite power and authority to enter
into this Agreement.

     5.4 Each of the Purchasers represents and warrants that it is purchasing
the Preferred Securities for its own account and not with a view to, or for
offer or sale in connection with, any distribution thereof in violation of the
Securities Act or other applicable securities laws, subject to any requirement
of law that the disposition of its property be at all times within its control
and subject to its ability to resell such Preferred Securities pursuant to an
effective registration statement under the Securities Act or under Rule 144A or
any other exemption from registration available under the Securities Act or any
other applicable securities law. Each of the Purchasers understands that no
public market exists for any of the Preferred Securities, and that it is
unlikely that a public market will ever exist for the Preferred Securities.

     5.5 Neither the Purchasers, nor any of the Purchasers' affiliates, nor any
person acting on the Purchasers' or the Purchasers' affiliates' behalf, has
engaged or will engage, in any form of "general solicitation or general
advertising" (within the meaning of Regulation D under the Securities Act) in
connection with any offer or sale of the Preferred Securities.

     5.6 Each of the Purchasers represents and warrants that (a) it has
consulted with its own legal, regulatory, tax, business, investment, financial
and accounting advisers in connection herewith to the extent it has deemed
necessary; (b) it has had a reasonable opportunity to ask questions of and
receive answers from officers and representatives of the Guarantor and the
Sellers concerning their respective financial condition and results of
operations and the purchase of the Preferred Securities and any such questions
have been answered to its satisfaction; (c) it has had the opportunity to review
all publicly available records and filings concerning the Guarantor and the
Sellers and it has carefully reviewed such records and filings that it considers
relevant to making an investment decision; and (d) it has made its own
investment decisions based upon its own judgment, due diligence and advice from
such advisers as it has deemed necessary and not upon any view expressed by the
Guarantor and the Sellers.


                                       15
<PAGE>

     5.7 Each of the Purchasers represents and warrants that it is an
institutional "accredited investor" within the meaning of subparagraph (a)(1),
(2), (3) or (7) of Rule 501 of Regulation D under the Securities Act.

Section 5.a Representations and Warranties of AWE.

     5.a.1 As used herein "Blocked Party" shall mean any party or nation that
(a) is listed on the Specially Designated Nationals and Blocked Persons List
maintained by the Office of Foreign Asset Control, Department of the U.S.
Treasury ("OFAC") pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079
(Sept. 25, 2001) or other similar requirements contained in the rules and
regulations of OFAC (the "Order") or in any enabling legislation or other
Executive Orders in respect thereof (the Order and such other rules,
regulations, legislation, or orders are collectively called the "Orders") or on
any other list of terrorists or terrorist organizations maintained pursuant to
any of the rules and regulations of OFAC or pursuant to any other applicable
Orders (such lists are collectively referred to as the "Lists"); or (b) has been
determined by competent authority to be subject to the prohibitions contained in
the Orders.

     5.a.2 As a material inducement for the Sellers entering into this
Agreement, AWE represents and warrants that none of AWE, any Affiliate of AWE,
or any beneficial owner of AWE or any such partner, member or stockholder of AWE
(collectively, an "AWE Owner"): (a) is a Blocked Party; (b) is owned or
controlled by, or is acting, directly or indirectly, for or on behalf of, any
Blocked Party; or (c) has instigated, negotiated, facilitated, executed or
otherwise engaged in this Agreement, directly or indirectly, on behalf of any
Blocked Party.

     5.a.3 AWE shall not (a) transfer or permit the transfer of any interest in
AWE or any AWE Owner to any Blocked Party; or (b) make a transfer to any Blocked
Party or party who is engaged in illegal activities.

Section 5.b Representations and Warranties of Credit Suisse.

     5.b.1 Credit Suisse represents and warrants that pursuant to the USA
PATRIOT Act, it has an anti-money laundering program in place.

Section 6. Covenants of the Guarantor and the Sellers. The Guarantor and the
Sellers covenant and agree with the Purchasers as follows:

     6.1 Sale and Registration of Securities. None of the Guarantor, the Company
or the Trust will, nor will any of them permit any of their Affiliates to, nor
will any of them permit any person acting on its or their behalf (other than the
Purchasers and their Affiliates and assignees) to, directly or indirectly, (i)
resell any Preferred Securities that have been acquired by any of them, (ii)
sell, offer for sale or solicit offers to buy or otherwise negotiate in respect
of any security (as defined in the Securities Act) that would or could
reasonably be deemed to be integrated with the sale of the Preferred Securities
in any manner that would require the registration of the Securities under the
Securities Act or (iii) make offers or sales of any such Security, or solicit
offers to buy any such Security, under any circumstances that would require the
registration of any of such Securities under the Securities Act.


                                       16

<PAGE>

     6.2 Integration. Neither the Guarantor, the Company nor the Trust will,
until one hundred eighty (180) days following the Closing Date, without the
Purchasers' prior written consent, offer, sell, contract to sell, grant any
option to purchase or otherwise dispose of, directly or indirectly, (i) any
Preferred Securities or other securities of the Trust other than as contemplated
by this Agreement or (ii) any other securities convertible into, or exercisable
or exchangeable for, any Preferred Securities or other securities of the Trust.

     6.3 Qualification of Securities. The Company and the Trust will arrange for
the qualification of the Preferred Securities for sale under the laws of such
jurisdictions as the Purchasers may designate and will maintain such
qualifications in effect so long as required for the sale of the Preferred
Securities. The Company or the Trust, as the case may be, will promptly advise
the Purchasers of the receipt by the Company or the Trust, as the case may be,
of any notification with respect to the suspension of the qualification of the
Preferred Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose.

     6.4 Use of Proceeds. The Trust shall use the proceeds from the sale of the
Preferred Securities and the Common Securities to purchase the Junior
Subordinated Notes from the Company.

     6.5 Investment Company. So long as any of the Securities are outstanding,
(i) the Securities shall not be listed on a national securities exchange
registered under Section 6 of the Exchange Act or quoted in a U.S. automated
interdealer quotation system, (ii) neither the Guarantor, the Company nor the
Trust shall be an open-end investment company, unit investment trust or
face-amount certificate company that is, or is required to be, registered under
Section 8 of the Investment Company Act, and the Securities shall otherwise
satisfy the eligibility requirements of Rule 144A(d)(3) and (iii) neither the
Guarantor, the Company nor the Trust shall engage, or permit any subsidiary to
engage, in any activity which would cause it or any subsidiary to be an
"investment company" under the provisions of the Investment Company Act.

     6.6 Solicitation and Advertising. Neither the Guarantor, the Company nor
the Trust will, nor will any of them permit any of their Affiliates or any
person acting on their behalf to, (i) engage in any "directed selling efforts"
within the meaning of Regulation S under the Securities Act or (ii) engage in
any form of "general solicitation or general advertising" (within the meaning of
Regulation D) in connection with any offer or sale of any of the Securities.

     6.7 Compliance with Rule 144A(d)(4) under the Securities Act. So long as
any of the Securities are outstanding and are "restricted securities" within the
meaning of Rule 144(a)(3) under the Securities Act, the Guarantor and the
Sellers will, during any period in which they are not subject to and in
compliance with Section 13 or 15(d) of the Exchange Act, or the Sellers are not
exempt from such reporting requirements pursuant to and in compliance with Rule
12g3-2(b) under the Exchange Act, provide to each holder of such restricted
securities and to each prospective purchaser (as designated by such holder) of
such restricted securities, upon the request of such holder or prospective
purchaser in connection with any proposed transfer, any information required to
be provided by Rule 144A(d)(4) under the Securities Act, if applicable. The
information provided by the Guarantor and the Sellers pursuant to this Section
6.8 will not, at the date thereof, contain any untrue statement of a material
fact or omit to state any material


                                       17

<PAGE>

fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. If the Guarantor, the Company and
the Trust are required to register under the Exchange Act, such reports filed in
compliance with Rule 12g3-2(b) shall be sufficient information as required
above. This covenant is intended to be for the benefit of the Purchasers, the
holders of the Securities, and the prospective purchasers designated by such
holders, from time to time, of the Securities.

     6.8 Reports. The Guarantor shall furnish to (i) the Purchasers and any
subsequent holder of the Securities, and (ii) any beneficial owner of the
Securities reasonably identified to the Guarantor (which identification may be
made by either such beneficial owner or by the Purchasers), a duly completed and
executed certificate in the form attached hereto as Annex F, including the
financial statements referenced in such Annex, which certificate and financial
statements shall be so furnished by the Guarantor not later than forty-five (45)
days after the end of each of the first three fiscal quarters of each fiscal
year of the Guarantor and not later than ninety (90) days after the end of each
fiscal year of the Guarantor.

Section 7. Payment of Expenses. The Guarantor and the Company hereby covenant
and agree that they shall pay (without duplication) or cause to be paid
(directly or by reimbursement) all costs and expenses incident to the
performance of the obligations of the Sellers under this Agreement, whether or
not the transactions contemplated herein are consummated or this Agreement is
terminated, including (i) the fees and expenses of the counsel, the accountants
and any other experts or advisors retained by the Guarantor, the Company and the
Trust; (ii) in accordance with the Fee Agreement, between Wilmington Trust
Company, the Company and the Guarantor, dated as of March 24, 2006, the fees and
all reasonable expenses of the Property Trustee, the Delaware Trustee, the
Indenture Trustee and any other trustee or paying agent appointed under the
Operative Documents, including the fees and disbursements of counsel for such
trustees; (iii) the fees and all reasonable expenses of Thacher Proffitt & Wood
LLP, special counsel retained by the Purchasers, which fees and expenses shall
not exceed $32,000; (iv) a due diligence fee in an amount equal to $12,500; and
(v) a PORTAL eligibility fee of $2,000.

Section 8. Indemnification & Contribution.

     8.1 Indemnification.

     8.1.1 The Guarantor, the Company and the Trust agree jointly and severally
to indemnify and hold harmless the Purchasers, a Subsequent Purchaser and their
respective affiliates (collectively, the "Indemnified Parties") and the
Indemnified Parties' respective directors, officers, employees and agents and
each person who "controls" the Indemnified Parties within the meaning of either
the Securities Act or the Exchange Act against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of them may
become subject under the Securities Act, the Exchange Act or other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon (i) any untrue statement or alleged untrue statement of a
material fact contained in any information or documents furnished or made
available to the Purchasers by or on behalf of the Guarantor or the Company,
(ii) the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
or (iii) the breach or alleged breach of any representation,


                                       18

<PAGE>

warranty or agreement of the Guarantor or either Seller contained herein, and
agrees to reimburse each such Indemnified Party, as incurred, for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action. This indemnity
agreement will be in addition to any liability which the Guarantor, the Company
or the Trust may otherwise have.

     8.1.2 Promptly after receipt by an Indemnified Party under this Section 8
of notice of the commencement of any action, such Indemnified Party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, promptly notify the indemnifying party in writing of the commencement
thereof; but the failure so to notify the indemnifying party (i) will not
relieve the indemnifying party from liability under Section 8.1.1 above unless
and to the extent that such failure results in the forfeiture by the
indemnifying party of material rights and defenses and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any Indemnified
Party other than the indemnification obligation provided in Section 8.1.1 above.
The Purchasers shall be entitled to appoint counsel to represent the Indemnified
Party in any action for which indemnification is sought. An indemnifying party
may participate at its own expense in the defense of any such action; provided,
however, that counsel to the indemnifying party shall not (except with the
consent of the Indemnified Party) also be counsel to the Indemnified Party. In
no event shall the indemnifying parties be liable for fees and expenses of more
than one counsel (in addition to any local counsel) separate from their own
counsel for all Indemnified Parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. The indemnifying party shall not
be liable for any settlement of any proceeding effected without its written
consent (which consent shall not be unreasonably withheld or delayed), but if
settled with such consent, or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the Indemnified Party against any
loss, claim, damage, liability or expense by reason of such settlement or
judgment. An indemnifying party will not, without the prior written consent of
the Indemnified Parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification may be sought hereunder (whether
or not the Indemnified Parties are actual or potential parties to such claim,
action, suit or proceeding) unless such settlement, compromise or consent
includes an unconditional release of each Indemnified Party from all liability
arising out of such claim, action, suit or proceeding; provided, however, that
should the Indemnified Party disapprove of a settlement proposal in writing
within the 10-day period prior to a proposed settlement and desire to have the
indemnifying party tender the defense of such matter back to the Indemnified
Party, the Indemnified Party shall thereafter have all of the responsibility for
defending, contesting and settling such claim but shall not be entitled to
indemnification by the indemnifying party to the extent that, upon final
resolution of such claim, the indemnifying party's liability to the Indemnified
Party but for this proviso exceeds what the indemnifying party's liability to
the Indemnified Party would have been if the indemnifying party were permitted
to settle such claim in the absence of the Indemnified Party exercising its
right pursuant to this proviso.

     8.2 Contribution.

     8.2.1 In order to provide for just and equitable contribution in
circumstances under which the indemnification provided for in Section 8.1 hereof
is for any reason held to be


                                       19

<PAGE>

unenforceable for the benefit of an Indemnified Party in respect of any losses,
liabilities, claims, damages or expenses referred to therein, then each
indemnifying party shall contribute to the aggregate amount of such losses,
liabilities, claims, damages and expenses incurred by such Indemnified Party, as
incurred, (i) in such proportion as is appropriate to reflect the relative
benefits received by the Guarantor and the Sellers, on the one hand, and the
Purchasers and their affiliates, on the other hand, from the offering of the
Securities or (ii) if the allocation provided by clause (i) is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above, but also the relative fault
of the Guarantor and the Sellers, on the one hand, and the Purchasers and their
affiliates, on the other hand, in connection with the statements, omissions or
breaches, which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.

     8.2.2 The relative benefits received by the Guarantor and the Sellers, on
the one hand, and the Purchasers and their affiliates, on the other hand, in
connection with the offering of the Securities shall be deemed to be in the same
respective proportions as the total net proceeds from the offering of the
Securities (before deducting expenses) received by the Guarantor and the Sellers
and the Closing Fee received by the Purchasers and their affiliates bear to the
aggregate of such net proceeds and Closing Fee.

     8.2.3 The Guarantor and the Sellers and the Purchasers agree that it would
not be just and equitable if contribution pursuant to this Section 8.2 were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above in this
Section 8.2. The aggregate amount of losses, liabilities, claims, damages and
expenses incurred by an Indemnified Party and referred to above in this Section
8.2 shall be deemed to include any legal or other expenses reasonably incurred
by such Indemnified Party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement, omission or alleged omission or breach or
alleged breach.

     8.2.4 Notwithstanding any provision of this Section 8 to the contrary, the
Purchasers and their affiliates shall not be required to contribute any amount
in excess of the amount of the Closing Fee, and the Guarantor and the Sellers
shall not be required to contribute any amount in excess of the total net
proceeds from the offering of the Securities (before deducting expenses)
received by the Guarantor and the Sellers.

     8.2.5 No person guilty of fraudulent misrepresentation (within the meaning
of section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

     8.2.6 For purposes of this Section 8.2, the Purchasers, each person, if
any, who controls the Purchasers within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act and the respective partners,
directors, officers, employees and agents of the Purchasers or any such
controlling person shall have the same rights to contribution as the Purchasers,
while each officer and trustee of the Guarantor and the general partner of the
Company, each trustee of the Trust and each person, if any, who controls the
Guarantor or the


                                       20

<PAGE>

Company within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act shall have the same rights to contribution as the Guarantor and
the Sellers.

     8.3 Additional Remedies. The indemnity and contribution agreements
contained in this Section 8 are in addition to any liability that the Guarantor
or the Sellers may otherwise have to any Indemnified Party.

     8.4 Additional Indemnification. The Guarantor and the Company shall
indemnify and hold harmless the Trust against all loss, liability, claim, damage
and expense whatsoever, as due from the Trust under Sections 8.1 through 8.3
hereof.

Section 9. Rights and Responsibilities of Purchasers.

     9.1 Reliance. In performing its duties under this Agreement, the Purchasers
shall be entitled to rely upon any notice, signature or writing which it shall
in good faith believe to be genuine and to be signed or presented by a proper
party or parties. The Purchasers may rely upon any opinions or certificates or
other documents delivered by the Sellers or their counsel or designees to the
Purchasers.

     9.2 Rights of Purchasers. In connection with the performance of its duties
under this Agreement, the Purchasers shall not be liable for any error of
judgment or any action taken or omitted to be taken unless the Purchasers were
grossly negligent or engaged in willful misconduct in connection with such
performance or non-performance.

Section 10. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Purchasers, by notice given to the Guarantor and the
Sellers prior to delivery of and payment for the Preferred Securities, if prior
to such time (i) a downgrading shall have occurred in the rating, if any,
accorded the Guarantor's or the Company's debt securities or preferred stock by
any "nationally recognized statistical rating organization," as that term is
used by the SEC in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such
organization shall have publicly announced that it has under surveillance or
review, with possible negative implications, its rating of the Guarantor's or
the Company's debt securities or preferred stock, (ii) the Trust shall be unable
to sell and deliver to the Purchasers at least $50,000,000 stated liquidation
value of Preferred Securities, (iii) a suspension or material limitation in
trading in securities generally shall have occurred on the New York Stock
Exchange, (iv) a suspension or material limitation in trading in any of the
Guarantor's or the Company's securities shall have occurred on the exchange or
quotation system upon which the Guarantor's or the Company's securities are
traded, if any, (v) there shall have occurred any outbreak or escalation of
hostilities, or declaration by the United States of a national emergency or war
or other calamity or crisis the effect of which on financial markets is such as
to make it, in the Purchasers' judgment, impracticable or inadvisable to proceed
with the offering or delivery of the Preferred Securities.

Section 11. Miscellaneous.

     11.1 Disclosure Schedule. The term "Disclosure Schedule," as used herein,
means the schedule, if any, attached to this Agreement that sets forth items the
disclosure of which is necessary or appropriate as an exception to one or more
representations or warranties contained in Section 4 hereof. The Disclosure
Schedule shall be arranged in paragraphs corresponding to


                                       21

<PAGE>

the section numbers contained in Section 4. Nothing in the Disclosure Schedule
shall be deemed adequate to disclose an exception to a representation or
warranty made herein unless the Disclosure Schedule identifies the exception
with reasonable particularity and describes the relevant facts in reasonable
detail. Without limiting the generality of the immediately preceding sentence,
the mere listing (or inclusion of a copy) of a document or other item in the
Disclosure Schedule shall not be deemed adequate to disclose an exception to a
representation or warranty made herein unless the representation or warranty has
to do with the existence of the document or other item itself. Information
provided by the Guarantor or the Company in response to any due diligence
questionnaire shall not be deemed part of the Disclosure Schedule and shall not
be deemed to be an exception to one or more representations or warranties
contained in Section 4 hereof unless such information is specifically included
on the Disclosure Schedule in accordance with the provisions of this Section
11.1.

     11.2 Notices. All communications hereunder will be in writing and effective
only on receipt, and will be mailed, delivered by hand or courier or sent by
facsimile and confirmed:

If to the AWE, to:

                         AWE, Ltd.
                         c/o Maples Finance Limited
                         P.O. Box 1093 GT
                         Queensgate House
                         South Church Street
                         George Town
                         Grand Cayman, Cayman Islands
                         Facsimile: (345) 945-7100
                         Telephone: (345) 945-7099
                         Attention: The Directors

If to Credit Suisse, to:

                         Credit Suisse Securities (USA) LLC
                         Eleven Madison Avenue
                         New York, New York 10010
                         Facsimile: (212)743-5043
                         Telephone: (212) 325-1870
                         Attention: The CDO Group

with a copy to:

                         Thacher Proffitt & Wood LLP
                         Two World Financial Center
                         New York, New York 10281
                         Facsimile: (212) 912-7751
                         Telephone: (212) 912-7400
                         Attention: Mark I. Sokolow, Esq.

if to the Sellers, to:


                                       22

<PAGE>

                         Windrose Medical Properties, L.P.
                         3502 Woodview Trace, Suite 210
                         Indianapolis, IN 46268
                         Facsimile: (317) 860-9128
                         Telephone: (317) 860-8180
                         Attention: President

if to the Guarantor, to:

                         Windrose Medical Properties Trust
                         3502 Woodview Trace, Suite 210
                         Indianapolis, IN 46268
                         Facsimile: (317) 860-9128
                         Telephone: (317) 860-8180
                         Attention: President

with a copy to:

                         Hunton & Williams LLP
                         Riverfront Plaza, East Tower
                         951 East Byrd Street
                         Richmond, VA 23219
                         Facsimile: (804) 788-8218
                         Telephone: (804) 788-8200
                         Attention: David C. Wright, Esq.

     All such notices and communications shall be deemed to have been duly given
(i) at the time delivered by hand, if personally delivered, (ii) five business
days after being deposited in the mail, postage prepaid, if mailed, (iii) when
answered back, if telexed, (iv) the next business day after being telecopied, or
(v) the next business day after timely delivery to a courier, if sent by
overnight air courier guaranteeing next-day delivery. From and after the
Closing, the foregoing notice provisions shall be superseded by any notice
provisions of the Operative Documents under which notice is given. The
Purchasers, the Sellers and the Guarantor, and their respective counsel, may
change their respective notice addresses, from time to time, by written notice
to all of the foregoing persons.

     11.3 Parties in Interest, Successors and Assigns. This Agreement will inure
to the benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns. Nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any person other than the
parties hereto and the affiliates, directors, officers, employees, agents and
controlling persons referred to in Section 8 hereof, their successors, assigns,
heirs and legal representatives, and any Subsequent Purchaser, any right or
obligation hereunder. None of the rights or obligations of the Sellers or the
Guarantor under this Agreement may be assigned, whether by operation of law or
otherwise, without the Purchasers' prior written consent. The rights and
obligations of the Purchasers under this Agreement may be assigned by such party
without the Sellers' and the Guarantor's consent; provided that the assignee
assumes the obligations of such party under this Agreement.


                                       23

<PAGE>

     11.4 Amendments. This Agreement may not be modified, amended, altered or
supplemented, except upon the execution and delivery of a written agreement by
each of the parties hereto.

     11.5 Counterparts and Facsimile. This Agreement may be executed by any one
or more of the parties hereto in any number of counterparts, each of which shall
be deemed to be an original, but all such counterparts shall together constitute
one and the same instrument. This Agreement may be executed by any one or more
of the parties hereto by facsimile which shall be effective as delivery of a
manually executed counterpart hereof.

     11.6 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     11.7 Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE
TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW).

     11.8 Submission to Jurisdiction.

          (a) ANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR
WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT IN OR REMOVED TO
THE COURTS OF THE STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF
THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE
SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND
COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT.

          (b) In connection with any such legal action or proceeding between the
Guarantor and the Seller on the one hand and the Purchasers on the other hand,
or any of their permitted successors and assigns, relating to a claim of a
breach of a representation or warranty made by the Purchasers herein, the
non-prevailing party or parties shall be obligated to reimburse the prevailing
party or parties for all of the reasonable costs and expenses (including
reasonable legal fees and expenses) incurred by the prevailing party or parties
in connection with any such legal action or proceeding.

     11.9 Entire Agreement. This Agreement, together with the Operative
Documents and the other documents delivered in connection with the transactions
contemplated by this Agreement, is intended by the parties as a final expression
of their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein and therein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein and
therein. This Agreement, together with the Operative Documents and the other
documents delivered in


                                       24

<PAGE>

connection with the transaction contemplated by this Agreement, supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.

     11.10 Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected, it
being intended that all of the Purchasers', Guarantor's and Seller's rights and
privileges shall be enforceable to the fullest extent permitted by law.

     11.11 Survival. The respective agreements, representations, warranties,
indemnities and other statements of the Guarantor, the Company and the Trust and
their respective officers or trustees and of the Purchasers set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation made by or on behalf of the Purchasers, the Guarantor, the
Company or the Trust or any of their respective officers, directors, trustees or
controlling persons, and will survive delivery of and payment for the Preferred
Securities. The provisions of Sections 7 and 8 shall survive the termination or
cancellation of this Agreement.

                     Signatures appear on the following page


                                       25

<PAGE>


     IN WITNESS WHEREOF, this Purchase Agreement has been entered into as of the
date first written above.

                                        WINDROSE MEDICAL PROPERTIES, L.P.

                                        By: WINDROSE MEDICAL PROPERTIES TRUST,
                                            its general partner


                                        By: /s/ Frederick L. Farrar
                                            ------------------------------------
                                            Frederick L. Farrar
                                            President, Chief Operating Officer
                                            and Treasurer


                                        WINDROSE MEDICAL PROPERTIES TRUST


                                        By: /s/ Frederick L. Farrar
                                            ------------------------------------
                                            Frederick L. Farrar
                                            President, Chief Operating Officer
                                            and Treasurer


                                        WINDROSE CAPITAL TRUST I,

                                        By: WINDROSE MEDICAL PROPERTIES, L.P.,
                                            as Depositor

                                        By: WINDROSE MEDICAL PROPERTIES TRUST,
                                            its general partner


                                        By: /s/ Frederick L. Farrar
                                            ------------------------------------
                                            Frederick L. Farrar
                                            President, Chief Operating Officer
                                            and Treasurer


AWE, LTD.,                              Credit Suisse Securities (USA) LLC,
as Purchaser,                           as Purchaser

By: ATTENTUS MANAGEMENT GROUP, LLC,
    as Portfolio Manager


By: /s/ John M. Stein                   By: /s/ Steven Hilfer
    ---------------------------------       ------------------------------------
Name: John M. Stein                     Name: Steven Hilfer
      -------------------------------         ----------------------------------
Title: Managing Director                Title: Managing Director
       ------------------------------          ---------------------------------
<PAGE>

                                                                    Schedule 4.8

The Company, the Guarantor and KeyBank National Association entered into a
Bridge Loan Agreement, dated December 6, 2005, by and among the Company, the
Guarantor and KeyBank National Association (the "Bridge Loan") which currently
restricts the Company's ability to incur additional debt. Immediately following
the Company's receipt of the proceeds from the issuance of the Notes, the
Company will repay all amounts outstanding under the Bridge Loan and terminate
the Bridge Loan.


                                       27