FOURTH AMENDMENT
TO AGREEMENT OF SALE AND PURCHASE
THIS FOURTH AMENDMENT TO AGREEMENT
OF SALE AND PURCHASE (this “ Amendment ”) is
made and entered into as of this 4th day of September, 2009 by and
between Greenville Hospital System , a political subdivision
organized under the laws of South Carolina and Board of Trustees
of Greenville Hospital System (aka, The Board of Trustees of The
Greenville Hospital System) (collectively, “
GHS ”), Greenville Health Corporation,
Inc. (“ GHC ”), a South Carolina
corporation and GHC Health Resources, Inc. (“
GHR ”), a South Carolina corporation, all
having an address at 701 Grove Road, Greenville, SC 29605
(collectively the “ Seller ”), and HTA
— Greenville, LLC , a Delaware limited liability company,
having an address at 16427 N. Scottsdale Road, Suite 440,
Scottsdale, Arizona 85254 (“ Buyer ”).
Seller and Buyer are each individually referred to herein as a
“ Party ” and collectively as the “
Parties ”.
R
E C I T
A L S :
A. Seller and Buyer entered
into that certain Agreement of Sale and Purchase as of
July 15, 2009 (as amended by that certain First Amendment to
Agreement of Sale and Purchase, executed by Buyer and Seller as of
August 14, 2009, that certain Second Amendment to Agreement of
Sale and Purchase, executed by Buyer and Seller as of
August 21, 2009, and that certain Third Amendment to Agreement
of Sale and Purchase executed by Buyer and Seller as of
August 26, 2009, the “ Agreement of Sale
”).
B. Seller and Buyer desire to
amend the Agreement of Sale as described herein.
NOW, THEREFORE , in
consideration of the terms, conditions and covenants contained
herein, and of other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, Seller and Buyer
agree as follows:
1. 1.
Section 2(a) . Section 2(a) of the Agreement of
Sale is hereby amended by deleting the amount “One Hundred
Sixty-One Million Six Hundred Seventy Thousand Dollars
($161,670,000)” and replacing it with the amount “One
Hundred Sixty-Two Million Eight Hundred Twenty Thousand Dollars
($162,820,000)”.
2. Section 3.
Settlement and Removed Property. Section 3 of the
Agreement of Sale is hereby amended by deleting the first sentence
of subsection (a) and and replacing it with the
following::
(a) All documents to be
executed and delivered by the parties as part of Settlement shall
be executed and delivered by each party to its respective counsel
on or
