SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT







This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Amendment”) dated as of September 14, 2011, by and among AMERICAN REALTY CAPITAL V, LLC, a Delaware limited liability company (“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, “Sellers”).







WITNESSETH:







WHEREAS, Buyer and Sellers have heretofore entered into one certain Purchase and Sale Agreement (herein so called) dated July 14, 2011, as amended by that certain First Amendment to Purchase and Sale Agreement dated August 15, 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.







NOW, THEREFORE, in consideration of the sum of Ten and No/100 Dollars ($10.00) in hand paid and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:







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.           The Closing Date for Tranche A is hereby extended to 5:00 p.m. (Eastern Time) September 19, 2011.  Buyer agrees and acknowledges that, subject to a default by Seller, Buyer has no right and Sellers have no obligation to further extend the Closing Date for Tranche A after September 19, 2011.







3.           Buyer further agrees and acknowledges that, upon the release of the executed Closing documents set forth in Section 10 of the Purchase and Sale Agreement, Seller has fully satisfied all of the conditions precedent under the Agreement to Buyer’s obligation to consummate the purchase of Tranche A and that Buyer has waived any and all remaining contingencies to Buyer’s obligation to perform under the Agreement.  In the event that the Sellers of all Properties in Tranche A are ready, willing and able to close in accordance with the terms and provisions hereof and  Buyer does not consummate the purchase of the Tranche A Properties on or before 5:00 p.m. (Eastern Time) September 19, 2011, Buyer will be in default under Section 9(a) of the Purchase and Sale Agreement and Seller shall be entitled to exercise any and all rights and remedies that Seller may have under Section 9(a) of the Purchase and Sale Agreement.






  





  










 









4.           Except as otherwise modified herein, all of the terms and conditions of the Purchase and Sale Agreement are hereby ratified and confirmed.







5.           This Amendment may be executed in counterparts, which when taken together shall be deemed one agreement.







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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.








	  	
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







 




  





  










 




 



	  	
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







 




  





  










 










	  	
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







 




  





  










 










	  	
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











  





  










 










	  	
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