EX-10.3






SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT




THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Second Amendment”) is
entered into as of September 28, 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 have previously entered into that certain Purchase and Sale Agreement
dated as of August 14, 2007 (the “Purchase Agreement”), as amended by that certain First
Amendment to Purchase and Sale Agreement dated as of September 10, 2007 (the “First
Amendment”), wherein Seller agreed to sell to Buyer, and Buyer agreed to purchase from Seller,
those certain “Properties” more particularly described in the Purchase Agreement, on the
terms and conditions set forth in the Purchase Agreement.



B. 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. All initially capitalized terms not otherwise defined herein shall
have the meanings given to such terms in the Purchase Agreement unless the context clearly
indicates otherwise. As of the date hereof, all references to “the Agreement” or “this
Agreement” in the Purchase Agreement, in the First Amendment or in this Second Amendment shall
mean and refer to the Purchase Agreement as amended by the First Amendment and this Second
Amendment.



2. Ground Lease Properties. Notwithstanding anything to the contrary contained in the
Purchase Agreement, the parties hereby acknowledge and agree that in addition to receiving
leasehold title in and to the Ground Lease Properties pursuant to Section 1(b) of the
Purchase Agreement at the Closing, Buyer shall receive fee simple title in and to the Ground Lease
Properties from Seller at the Closing.



3. Purchase Price. The parties hereby acknowledge and agree that the Purchase Price
shall be increased to Twenty-Five Million Six Hundred Seventy-Five Thousand and 00/100 Dollars
($25,675,000.00), which shall be distributed as follows:




	 	(a)	 	Twenty-Five Million Fifty Thousand and 00/100 Dollars ($25,050,000.00) to be
paid at Closing for the Properties;






	 	(b)	 	Two Hundred Thousand and 00/100 Dollars ($200,000.00) to be paid on February 1,
2008 for the Lease Payment (as defined below); and






	 	(c)	 	Four Hundred Twenty-Five Thousand and 00/100 Dollars ($425,000.00) to be paid
upon the close of escrow for Suite 240 pursuant to Paragraph 5 below;
provided, however, that if the purchase of Suite 240 pursuant to Paragraph 5
below does not occur by December 31, 2009, then the Purchase Price shall be Twenty-Five
Million Two Hundred Fifty Thousand and 00/100 Dollars ($25,250,000.00).





4. Lease Payment. In consideration for the execution of the Triple Net Master Leases,
Buyer or its assignee shall, on or before February 1, 2008, pay to Seller Two Hundred Thousand and
00/100 Dollars ($200,000.00) (the “Lease Payment”). Seller shall give Buyer ten (10) days
prior written notice to deliver the Lease Payment.



5. Suite 240. Notwithstanding anything to the contrary contained in the Purchase
Agreement, Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase
and take from Seller, subject to and in accordance with all the terms of and conditions of the
Purchase Agreement, leasehold and fee title in and to condominium unit 240 located in 750 High
Street Professional Building Condominiums (MOB 4) (“Suite 240”) subject to the following:




	 	(a)	 	Seller does not currently own Suite 240. Upon the acquisition of Suite 240 by
Seller, Seller shall immediately notify Buyer of such acquisition and Seller shall be
obligated to sell and convey to Buyer, and Buyer shall be obligated to purchase, Suite
240 within thirty (30) days thereof.






	 	(b)	 	Within thirty (30) days of notification of the purchase of Suite 240, Buyer
shall deposit Four Hundred Twenty-Five Thousand and 00/100 Dollars ($425,000.00) (the
“Suite 240 Payment”) into Escrow, which shall be paid to Seller by Escrow
Holder upon the recordation of a Limited Warranty Deed, in the form set forth in
Exhibit I of the Purchase Agreement.






	 	(c)	 	The purchase of Suite 240 shall be subject to all representations, warranties,
and conditions as set forth in the Purchase Agreement relating to the purchase of the
Ground Lease Properties. In addition, Seller and Buyer shall be obligated to execute
any ancillary documents required to be executed pursuant to the purchase of the Ground
Lease Properties under the Purchase Agreement.






	 	(d)	 	If Seller does not acquire Suite 240 prior to December 31, 2009, then (i) Buyer
shall have no obligation to purchase Suite 240, (ii) Buyer shall have no obligation to
deposit the Suite 240 Payment into Escrow and (iii) both parties shall be released from
their obligations set forth herein.





6. Effect of this Second Amendment. Except as amended and/or modified by this Second
Amendment, the Purchase Agreement, as amended by the First Amendment, 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 Second Amendment. In the event of any conflict between the
provisions of this Second Amendment and the provisions of the Purchase Agreement, the provisions of
this Second Amendment shall control. Whether or not specifically amended by this Second 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 Second Amendment.



7. Counterparts. This Second 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 Second Amendment to be executed by
their duly authorized representatives as of the date Second referenced above.



	 	 	 
	SELLER:

	 	ST. RITA’S MEDICAL CENTER,

an Ohio nonprofit corporation
	
 
	 	By: /s/ William Roe

Name: William Roe

Title: Vice President
	BUYER:

	 	TRIPLE NET PROPERTIES, LLC,

a Virginia limited liability company
	
 
	 	By: /s/ Richard T. Hutton

Name: Richard T. Hutton

Title: Executive Vice President







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