FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT dated as of August 15, 2011, by and among AMERICAN REALTY CAPITAL V, LP (“Buyer”), and CCNV VENTURE, LP, DURANGO MEDICAL PLAZA, LP, NW HOUSTON MOB II, LP, ARC MED PARTNERS, LP, GRSA IRF II, LP, NORTH DALLAS HOSPITAL BBD PARTNERS, LP, ROME LTH PARTNERS, LP, UMC TRIANGLE MOB, LP, LA MESA MED PARTNERS, LP, NORTHWEST HOUSTON HOSPITAL RE PARTNERS, LP, CRTX HOSPITAL INVESTORS, LP, AND VILLAGE HC PARTNERS, LP, all Texas limited partnerships (collectively, “Seller”).
WITNESSETH:
WHEREAS, Buyer and Sellers have heretofore entered into one certain Purchase and Sale Agreement (herein so called) dated July 14, 2011, to reference is hereby made for all purposes; and
WHEREAS, Buyer and Sellers desire to modify the terms of the Purchase and Sale Agreement as more particularly set forth herein.
1. The terms used herein with the first letter thereof capitalized which are not otherwise defined shall have the respective meanings set forth in the Purchase and Sale Agreement.
2. Sellers acknowledge that the Required Approvals have not been obtained with respect to Rome LTH Partners, LP and UMC Triangle MOB, LP, as provided in Section 6(n) of the Purchase and Sale Agreement. Accordingly, the Properties owned by such entities shall constitute Extension Properties and the minimum extension of the Due Diligence Period shall be ten (10) days.
3. Notwithstanding Buyer’s failure to terminate the Purchase Agreement with respect to the Property owned by CTRX Hospital Investors, LP (“Craig Ranch”), if, by December 31, 2011, Baylor Health Care System, Texas Health Ventures Group (THVG), or an affiliate thereof has not acquired, merged, affiliated or acquired the hospital operations, or a portion of the hospital operations, at the Property owned by Craig Ranch under terms satisfactory to Buyer in Buyer’s sole discretion, Buyer shall have the right to terminate this Agreement as to Craig Ranch by delivery of written notice to CTRX Hospital Investors, LP on or before December 31, 2011. Notwithstanding anything to the contrary in the Purchase Agreement, the Due Diligence Period with respect the Property owned by Craig Ranch shall be extended to 11:59 pm EDT on August 25, 2011.
4. The closing with respect to Tomball (owned by NW Houston MOB II, LP) shall be closed in Tranche B and the closing with respect to Phoenix, Arizona owned by ARC MED Partners, LP shall be closed as part of Tranche A.
5. Except as otherwise modified herein, all of the terms and conditions of the Purchase and Sale Agreement are hereby ratified and confirmed.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
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| | BUYER: |
| | |
| | AMERICAN REALTY CAPITAL V, LLC, |
| | a Delaware limited liability company |
| | | |
| | By: | /s/ William M. Kahane |
| | Name: William M. Kahane |
| | Title: President |
| | |
| | SELLERS: |
| | |
| | CCNV VENTURE, LP, |
| | a Texas limited partnership |
| | | |
| | By: | CCNV Managers, LLC, |
| | | a Texas limited liability company, |
| | | its general partner |
| | | |
| | | By: | /s/ Jason K. Dodd |
| | | | Jason K. Dodd, Manager |
| | | |
| | DURANGO MEDICAL PLAZA, LP, |
| | a Texas limited partnership |
| | | |
| | By: | Durango Medical GP, LLC, |
| | | a Texas limited liability company, |
| | | its General Partner |
| | | |
| | | By: | /s/ Jason K. Dodd |
| | | | Jason K. Dodd, Manager |
SIGNATURE PAGE OF PURCHASE AND SALE AGREEMENT
| | NW HOUSTON MOB II, LP, |
| | a Texas limited partnership |
| | | |
| | By: | TOMTEX MOB, LLC |
| | | a Texas limited liability company, |
| | | its general partner |
| | | | |
| | | By: | /s/ Jason K. Dodd |
| | | | Jason K. Dodd, Manager |
| | | | |
| | ARC MED PARTNERS, LP, |
| | a Texas limited partnership |
| | | | |
| | By: | ARC Advisors, LLC, |
| | | a Texas limited liability company, |
| | | its General Partner |
| | | | |
| | | By: | /s/ Jason K. Dodd |
| | | | Jason K. Dodd, Manager |
| | | | |
| | GRSA IRF II, LP, |
| | a Texas limited partnership |
| | | | |
| | By: | GRSA IRF MANAGERS, LLC, |
| | | a Texas limited liability company, |
| | | its General Partner |
| | | | |
| | | By: | /s/ Jason K. Dodd |
| | | | Jason K. Dodd, Manager |
SIGNATURE PAGE OF PURCHASE AND SALE AGREEMENT
| | NORTH DALLAS HOSPITAL BBD PARTNERS, LP, |
| | a Texas limited partnership |
| | |
| ` | By: | NORTH DALLAS HOSPITAL BBD |
| | | MANAGER, LLC, |
| | | a Texas limited liability company, |
| | | its sole general partner |
| | | |
| | | By: | /s/ Jason K. Dodd |
| | | | Jason K. Dodd, Manager |
| | | | |
| | ROME LTH PARTNERS, LP, |
| | a Texas limited partnership |
| | | | |
| | By: | Rome LTH Managers, LLC, |
| | | a Texas limited liability company, |
| | | its general partner |
| | | | |
| | | By: | /s/ Jason K. Dodd |
| | | | Jason K. Dodd, Manager |
| | | | |
| | UMC TRIANGLE MOB, LP, |
| | a Texas limited partnership |
| | | | |
| | By: | UMC TRIANGLE MOB MANAGERS, LLC, a Texas limited liability company, |
| | | its sole general partner |
| | | | |
| | | By: | /s/ Jason K. Dodd |
| | | | Jason K. Dodd, Manager |
SIGNATURE PAGE OF PURCHASE AND SALE AGREEMENT
| | LA MESA MED PARTNERS, LP, |
| | a Texas limited partnership |
| | |
| | By: | La Mesa Med Managers, LLC, |
| | | a Texas limited liability company |
| | | its general partner |
| | | | |
| | | By: | /s/ Jason K. Dodd |
| | | | Jason K. Dodd, Manager |
| | | | |
| | NORTHWEST HOUSTON HOSPITAL RE PARTNERS, LP, a Texas limited partnership |
| | | | |
| | By: | Northwest Houston Hospital RE Manager, LLC, a Texas limited liability company |
| | | its general partner |
| | | | |
| | | By: | /s/ Jason K. Dodd |
| | | Name: Jason K. Dodd |
| | | Title: Manager |
| | | | |
| | CRTX HOSPITAL INVESTORS, LP, |
| | a Texas limited partnership |
| | | | |
| | By: | CRTX MANAGERS, LLC, |
| | | a Texas limited liability company, |
| | | its general partner |
| | | | |
| | | By: | /s/ Jason K. Dodd |
| | | | Jason K. Dodd, Manager |
SIGNATURE PAGE OF PURCHASE AND SALE AGREEMENT
| | VILLAGE HC PARTNERS, LP, |
| | a Texas limited partnership |
| | | |
| | By: | Village HC Managers, LLC, |
| | | a Texas limited liability company, |
| | | its General Partner |
| | | | |
| | | By: | /s/ Jason K. Dodd |
| | | | Jason K. Dodd, Manager |
SIGNATURE PAGE OF PURCHASE AND SALE AGREEMENT
