FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT









This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT dated as of August 15, 2011, by and among AMERICAN REALTY CAPITAL V, LP (“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, “Seller”).







WITNESSETH:







WHEREAS, Buyer and Sellers have heretofore entered into one certain Purchase and Sale Agreement (herein so called) dated July 14, 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.







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.           Sellers acknowledge that the Required Approvals have not been obtained with respect to Rome LTH Partners, LP and UMC Triangle MOB, LP, as provided in Section 6(n) of the Purchase and Sale Agreement.  Accordingly, the Properties owned by such entities shall constitute Extension Properties and the minimum extension of the Due Diligence Period shall be ten (10) days.







3.           Notwithstanding Buyer’s failure to terminate the Purchase Agreement with respect to the Property owned by CTRX Hospital Investors, LP (“Craig Ranch”), if, by December 31, 2011, Baylor Health Care System, Texas Health Ventures Group (THVG), or an affiliate thereof has not acquired, merged, affiliated or acquired the hospital operations, or a portion of the hospital operations, at the Property owned by Craig Ranch under terms satisfactory to Buyer in Buyer’s sole discretion, Buyer shall have the right to terminate this Agreement as to Craig Ranch by delivery of written notice to CTRX Hospital Investors, LP on or before December 31, 2011.    Notwithstanding anything to the contrary in the Purchase Agreement, the Due Diligence Period with respect the Property owned by Craig Ranch shall be extended to 11:59 pm EDT on August 25, 2011.







4.           The closing with respect to Tomball (owned by NW Houston MOB II, LP) shall be closed in Tranche B and the closing with respect to Phoenix, Arizona owned by ARC MED Partners, LP shall be closed as part of Tranche A.


 




  





  










 









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


 




  





  










 






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







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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







 



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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








  


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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







 



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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







 



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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








 


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