EX-10.6






FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT




THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Fifth Amendment”) is
entered into as of November 2, 2007, by and between ST. RITA’S MEDICAL CENTER, an Ohio nonprofit
corporation (“Seller”), and TRIPLE NET PROPERTIES, LLC, a Virginia limited liability
company, (“Buyer”), with reference to the following Recitals:



R E C I T A L S




A. Seller and Buyer entered into that certain Purchase and Sale Agreement dated August 14,
2007, as amended by (i) that certain First Amendment to Purchase and Sale Agreement dated September
10, 2007, (ii) that certain Second Amendment to Purchase and Sale Agreement dated September 28,
2007, (iii) that certain Third Amendment to Purchase and Sale Agreement dated October 10, 2007 and
(iv) that certain Fourth Amendment to Purchase and Sale Agreement dated October 15, 2007
(collectively, the “Purchase Agreement”) wherein Seller agreed to sell to Buyer, and Buyer
agreed to purchase from Seller, those certain “Properties” (as defined in the Purchase
Agreement), pursuant to the terms and conditions set forth in the Purchase Agreement.



B. Seller and Buyer wish to enter into this Fifth Amendment to extend the closing date
contemplated by the Purchase Agreement.



C. Seller and Buyer desire to amend the Purchase Agreement as more particularly set forth
herein.



NOW, THEREFORE, in consideration of the foregoing Recitals (which are incorporated herein by
this reference) and for other good and valuable consideration, the receipt and sufficiency of which
are herby acknowledged, the parties hereto agree as follows:



A G R E E M E N T




1. Definitions. Unless the context clearly indicates otherwise, (a) all initially
capitalized terms not otherwise defined herein shall have the meanings given to such terms in the
Purchase Agreement, and (b) all references to “the Agreement” or “this Agreement”
in the Purchase Agreement or this Fifth Amendment shall mean and refer to the Purchase Agreement as
amended by this Fifth Amendment.



2. Closing Date. Notwithstanding anything to the contrary contained in the Purchase
Agreement, the parties acknowledge and agree that the Closing is hereby extended and the Closing
Date is deemed to mean and refer to Friday, December 7, 2007.



3. Effect of this Fifth Amendment. Except as amended and/or modified by this Fifth
Amendment, the Purchase Agreement is hereby ratified and confirmed and all other terms of the
Purchase Agreement are and shall remain in full force and effect, unaltered and unchanged by this
Fifth Amendment. In the event of any conflict between the provisions of this Fifth Amendment and
the provisions of the Purchase Agreement, the provisions of this Fifth Amendment shall control.
Whether or not specifically amended by this Fifth Amendment, all of the terms and provisions of the
Purchase Agreement are hereby amended to the extent necessary to give effect to the purpose and
intent of this Fifth Amendment.



4. Further Assurances. Each party will, whenever and as often as it shall be
requested to do so by the other party, execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered any and all such further conveyances, assignments, approvals, consents
and any and all other documents and do any and all other acts as may be necessary to carry out the
intent and purpose of this Fifth Amendment.



5. Counterparts. This Fifth Amendment may be executed in any number of counterparts
with the same effect as if all of the parties had signed the same document. All counterparts shall
be construed together and shall constitute one agreement.



[Signatures on next page]








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IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to be executed by
their duly authorized representatives as of the date first referenced above.



	 	 	 
	SELLER:

	 	ST. RITA’S MEDICAL CENTER,

an Ohio nonprofit corporation
	
 
	 	By: /s/ Brian D. Smith

Name: Brian D. Smith

Title: COO
	BUYER:

	 	TRIPLE NET PROPERTIES, LLC,

a Virginia limited liability company
	
 
	 	By: /s/ Francene LaPoint

Name: Francene LaPoint

Title: CFO







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