Exhibit 10.2
SECOND AMENDMENT
TO AGREEMENT OF SALE AND PURCHASE
THIS SECOND AMENDMENT TO AGREEMENT
OF SALE AND PURCHASE (this “ Amendment ”) is
made and entered into as of this 21st day of August, 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, the “ Agreement of Sale
”).
B. Seller and Buyer desire to
enter into this Amendment 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. Satisfaction of Due
Diligence . Pursuant to this Amendment, Buyer hereby
confirms, and Seller agrees, that Buyer has satisfied its due
diligence review, subject to the following:
a. Title and Survey .
All of Buyer’s rights, as more particularly set forth in
Section 5 of the Agreement of Sale, with respect to review and
objection of any title and survey matters with respect to the
Properties.
b. Geotechnical
Confirmation . Confirmation and approval of Buyer’s
ongoing geotechnical review and examination of the Properties.
c. Board Approval .
Final approval of the transaction contemplated by the Agreement of
Sale by the Board of Directors of Buyer.
d. Third Amendment to
Agreement of Sale . Execution by Buyer and Seller of the Third
Amendment to Agreement of Purchase and Sale, a form of which has
been previously sent to and approved by Seller’s counsel.
The Parties hereby agree that the
Due Diligence Period shall be deemed extended as set forth herein,
an
