Exhibit



Exhibit 10.1 (I)



FIRST AMENDMENT
TO
AGREEMENT OF PURCHASE AND SALE (POOL I)


FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (POOL I) (this “Amendment”), dated as of the ___ day of May 2017, by and between (i) each of the seller entities set forth on the signature pages hereto (collectively, the “Sellers”), and (ii) HTA Acquisition Sub, LLC, a Delaware limited liability company (the “Buyer”).  


RECITALS


WHEREAS, the Sellers and the Buyer entered into that certain Agreement of Purchase and Sale (Pool I), dated as of April 29, 2017 (the “Agreement”);


WHEREAS, Section 2.4(a) of the Agreement provides that the Initial Closing shall take place on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the Initial Closing Conditions in accordance with Section 5.1 and Section 5.2 of the Agreement (other than those Initial Closing Conditions that by their nature are to be satisfied at the Initial Closing, but subject to the satisfaction or waiver of those Initial Closing Conditions at such time) in respect of Transferred Assets (under the Agreement and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under the Agreement and the Other PSAs, or on such other date or such other time as the parties to the Agreement may agree in writing;


WHEREAS, pursuant to Section 14.11 of the Agreement, the Agreement may be amended by written agreement executed by the party or parties to be charged; and


WHEREAS, the Sellers and the Buyers desire to enter into this Amendment to modify certain terms of the Agreement as provided below.


AGREEMENT


NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


1.Definitions.  Capitalized terms used herein and not otherwise defined have the meanings given to them in the Agreement.








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2.Amendment to Agreement.  


(a)    Notwithstanding anything to the contrary in the Agreement, including Section 2.4 of the Agreement, the Initial Closing may occur on such date as the Sellers and the Buyer may mutually agree.  In connection therewith, Sellers and Buyer hereby acknowledge and agree to waive the five (5) Business Day period after Buyer’s written waiver of the Initial Closing Conditions as set forth in Section 2.4 of the Agreement as a condition of setting the date of such Initial Closing.  Furthermore, Sellers and Buyer acknowledge and agree, notwithstanding the requirement in Section 2.4 of the Agreement that the Transferred Assets (under the Agreement and the Other PSAs) to be purchased and sold at the Initial Closing have an Allocated Asset Value of at least $1,400,000,000 in the aggregate, that the Transferred Assets for the Initial Closing shall be those on the attached Schedule IC with an aggregate Allocated Asset Value of $512,327,665.00. 


(b)    Notwithstanding anything to the contrary in the Agreement, including Section 2.1(c) of the Agreement, the Seller shall not be required to transfer, and the Buyer shall not be required to purchase, the Platform-Related Assets at the Initial Closing. In the event the Platform-Related Assets are not purchased and sold at the Initial Closing, then such Platform-Related Assets shall constitute Deferred Assets for purposes of the Agreement and the sale and purchase of the Platform-Related Assets, and the assumption of the Assumed Liabilities associated therewith, shall take place at the second Serial Closing in accordance with Section 2.5 of the Agreement.  For the avoidance of doubt, the closing deliverables contemplated to be delivered by each of the Buyer and the Sellers at the Initial Closing in accordance with, in the case of the Buyer, Sections 6.1(a)(iii), (iv) and (v), and in the case of the Sellers, Sections 6.2(a)(iii), (iv) and (v) shall not be delivered at the Initial Closing and instead shall be delivered at the second Serial Closing at which the Platform-Related Assets shall be purchased and sold otherwise in conformance with the Agreement.


3.Limited Amendment.  Except as specifically provided in this Amendment and as the context of this Amendment otherwise may require to give effect to the intent and purposes of this Amendment, the Agreement shall remain in full force and effect without any other amendments or modifications.


4.Governing Law.  This Amendment shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of Delaware.  To the fullest extent permitted by law, the parties hereby unconditionally and irrevocably waive and release any claim that the law of any other jurisdiction governs this Amendment and this Amendment shall be governed and construed with the laws of the State of Delaware.  


5.Severability.  If any term or provision of this Amendment or application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Amendment or the applicable of such term or provision to persons or circumstances other than those 







as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.


6.Section Headings.  The headings of the various Sections of this Amendment have been inserted only for purposes of convenience, are not part of this Amendment and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Amendment.


7.Counterparts.  This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart.




[Remainder of page intentionally left blank.]











IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the day and year first above written. 


SELLERS:


DUKE REALTY LIMITED PARTNERSHIP,
an Indiana Limited Partnership


By:    Duke Realty Corporation, an Indiana
corporation, its general partner


By:    /s/Nicholas C. Anthony            
Name:    Nicholas C. Anthony             
Title:Executive Vice President, Chief Investment Officer








[Signatures are continued on the following page.]









DUKE CONSTRUCTION LIMITED PARTNERSHIP, an Indiana limited partnership




By:    Duke Business Centers Corporation, 
an Indiana corporation, its general partner




By:    /s/Nicholas C. Anthony            
Name:    Nicholas C. Anthony             
Title:Executive Vice President, Chief Investment Officer






DUKE TEXAS PROPERTIES , LP, an Indiana limited partnership


By:    Duke Texas GP, an Indiana
limited company, its general partner


By:    Duke Realty Limited Partnership, an Indiana
limited partnership, its sole member


By:    Duke Realty Corporation, an Indiana
corporation, its general partner


By:    /s/Nicholas C. Anthony            
Name:    Nicholas C. Anthony             
Title:Executive Vice President, Chief Investment Officer






[Signatures are continued on the following page.]



















BREMNERDUKE BCC GP , LLC, an Indiana limited liability company


By:    Duke Realty Limited Partnership, an Indiana
limited partnership, its sole member


By:    Duke Realty Corporation, an Indiana
corporation, its general partner


By:    /s/Nicholas C. Anthony            
Name:    Nicholas C. Anthony             
Title:Executive Vice President, Chief Investment Officer








BREMNERDUKE BCC LP , LLC, an Indiana limited liability company


By:    Duke Realty Limited Partnership, an Indiana
limited partnership, its sole member


By:    Duke Realty Corporation, an Indiana
corporation, its general partner


By:    /s/Nicholas C. Anthony            
Name:    Nicholas C. Anthony             
Title:Executive Vice President, Chief Investment Officer






[Signatures are continued on the following page.]











DUKE REALTY BROWNING F.O.B. DEVELOPMENT, LLC, an Indiana limited liability company


By:    Duke Realty Limited Partnership, an Indiana
limited partnership, its sole member


By:    Duke Realty Corporation, an Indiana
corporation, its general partner


By:    /s/Nicholas C. Anthony            
Name:    Nicholas C. Anthony             
Title:Executive Vice President, Chief Investment Officer






DUKE REALTY TOWNE LAKE DEVELOPMENT, LLC, an Indiana limited liability company


By:    Duke Realty Limited Partnership, an Indiana
limited partnership, its managing member


By:    Duke Realty Corporation, an Indiana
corporation, its general partner


By:    /s/Nicholas C. Anthony            
Name:    Nicholas C. Anthony             
Title:Executive Vice President, Chief Investment Officer




[Signatures are continued on the following page.]











DUKE REALTY OHIO, an Indiana general partnership


By:    Duke Realty Limited Partnership, an Indiana
limited partnership, its managing partner


By:    Duke Realty Corporation, an Indiana
corporation, its general partner


By:    /s/Nicholas C. Anthony            
Name:    Nicholas C. Anthony             
Title:Executive Vice President, Chief Investment Officer








DUKE REALTY NORTH BERGEN DEVELOPMENT, LLC, an Indiana limited liability company


By:    Duke Realty Limited Partnership, an Indiana
limited partnership, its sole member


By:    Duke Realty Corporation, an Indiana
corporation, its general partner


By:    /s/Nicholas C. Anthony            
Name:    Nicholas C. Anthony             
Title:Executive Vice President, Chief Investment Officer




[Signatures are continued on the following page.]











DUKE REALTY KISSIMMEE MOB, LLC, a Delaware limited liability company


By:    Duke Realty Limited Partnership, an Indiana
limited partnership, its sole member


By:    Duke Realty Corporation, an Indiana
corporation, its general partner


By:    /s/Nicholas C. Anthony            
Name:    Nicholas C. Anthony             
Title:Executive Vice President, Chief Investment Officer






DUKE REALTY EAST ORLANDO MOB, LLC, a Delaware limited liability company


By:    Duke Realty Limited Partnership, an Indiana
limited partnership, its sole member


By:    Duke Realty Corporation, an Indiana
corporation, its general partner


By:    /s/Nicholas C. Anthony            
Name:    Nicholas C. Anthony             
Title:Executive Vice President, Chief Investment Officer






[Signatures are continued on the following page.]











DUKE REALTY SEBRING MOB, LLC, a Delaware limited liability company


By:    Duke Realty Limited Partnership, an Indiana
limited partnership, its sole member


By:    Duke Realty Corporation, an Indiana
corporation, its general partner


By:    /s/Nicholas C. Anthony            
Name:    Nicholas C. Anthony             
Title:Executive Vice President, Chief Investment Officer








DUKE REALTY WOMEN’S CENTER DEVELOPMENT, LLC, an Indiana limited liability company


By:    Duke Construction Limited Partnership, an 
Indiana limited partnership, its sole member


By:    Duke Business Centers Corporation, an 
Indiana corporation, its general partner


By:    /s/Nicholas C. Anthony            
Name:    Nicholas C. Anthony             
Title:Executive Vice President, Chief Investment Officer




[Signatures are continued on the following page.]















BUYER:


HTA ACQUISITION SUB, LLC, a Delaware limited liability company


By:    /s/Robert Milligan            
Name:    Robert Milligan                
Title:Authorized Signatory
    












SCHEDULE IC


	
									
	No.
	Pool
	State
	Property
	Address
	Seller
	Buyer
	Allocated Value ($)
	Property Interest

	18
	I
	TX
	Baylor Emerus Burleson Hosp
	12500 South Freeway, Burleson, TX
	Duke Texas Properties, L.P.
	HTA-Burleson Hospital, LLC
	20,918,043
	Fee

	19
	I
	TX
	Baylor Emerus Colleyville Hosp
	5500 Colleyville Blvd., Colleyville, TX
	Duke Texas Properties, L.P.
	HTA-Colleyville Hospital, LLC
	13,881,889
	Fee

	20
	I
	TX
	Baylor Emerus Mansfield Hosp
	1776 US Highway 287, Mansfield, TX
	Duke Texas Properties, L.P.
	HTA-Mansfield Hospital, LLC
	19,111,379
	Fee

	51
	I
	GA
	Harbin Clinic Cedartown MOB
	14 Cherokee Road, Cedartown, GA
	Duke Realty Limited Partnership
	HTA-Cedartown Dialysis, LLC
	6,244,449
	Fee

	52
	I
	GA
	Harbin Clinic Heart Center MOB
	504 Redmond Road, Rome, GA
	Duke Realty Limited Partnership
	HTA-Heart Center MOB, LLC
	20,000,000
	Fee

	54
	I
	GA
	Harbin Clinic Rome Dialysis
	172 Three Rivers Drive, Rome, GA
	Duke Realty Limited Partnership
	HTA-Rome Dialysis, LLC
	1,800,000
	Fee

	56
	I
	GA
	Harbin Clinic Specialty Center
	550 Redmond Road, Rome, GA
	Duke Realty Limited Partnership
	HTA-Specialty Center, LLC
	27,000,000
	Fee

	55
	I
	GA
	Harbin Clinic Summerville Dialysis
	12541 Hwy. 27 North, Summerville, GA
	Duke Realty Limited Partnership
	HTA- Summerville Dialysis,  LLC
	2,600,000
	Fee

	85
	I
	FL
	VA Sunrise MOB
	9800 West Commercial Blvd., Sunrise, FL
	Duke Realty Limited Partnership
	HTA-VA Sunrise MOB, LLC
	49,729,938
	Fee

	 
	 
	 
	 
	 
	 
	 
	 
	 

	64
	IV
(1031)
	CO
	SCL Emerus Aurora Hosp
	23770 East Smoky Hill Rd, Aurora, CO
	DR Aurora Development, LLC
	HTA-Aurora Hospital, LLC
	35,508,530
	Fee

	66
	IV
(1031)
	CO
	SCL Emerus Northglenn Hosp
	11900 Grant Street, Northglenn, CO
	DR Northglenn Development, LLC
	HTA-Northglenn Hospital, LLC
	36,910,667
	Fee






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	39
	V
(1031)
	OH
	Centerre University Avon Hosp
	37900 Chester Road, Avon, OH
	DR Avon Development, LLC
	HTA-Avon Hospital, LLC
	33,429,841
	Fee

	65
	V
(1031)
	CO
	SCL Emerus Littleton Hosp
	8515 W. Coal Mine Avenue, Littleton, CO
	DR Littleton Development, LLC
	HTA-Littleton Hospital, LLC
	34,114,143
	Fee

	67
	V
(1031)
	CO
	SCL Emerus Westminster Hosp
	6500 W. 104th Ave., Westminster, CO
	Duke Realty Westminster Development, LLC
	HTA-Westminster Hospital, LLC
	28,723,368
	Fee

	85
	VII
(1031)
	NM
	CHS Mountain View MOB
	4351 E. Lohman Avenue, Las Cruces, NM
	Duke Realty Las Cruces MOB, LLC
	HTA-Regional Medical Center MOB, LLC
	42,787,229
	Leasehold

	47
	VIII
(1031)
	TX
	CHS Cedar Park 1 MOB
	1401 Medical Parkway B, Cedar Park, TX
	Duke Realty Limited Partnership
	HTA-Cedar Park MOB 1, LLC
	31,209,117
	Leasehold

	53
	VIII
(1031)
	GA
	Harbin Clinic Hospital
	1825 Martha Berry, Rome, GA
	Duke Realty Limited Partnership
	HTA-Martha Berry Hospital, LLC
	45,829,541
	Fee

	40
	XII
(1031)
	TN
	Centerre Baptist Memphis Hosp
	1240 S. Germantown Road, Germantown, TN
	Duke Realty Limited Partnership
	HTA-Memphis Hospital, LLC
	30,829,647
	Leasehold

	37
	XII
(1031)
	IN
	Centerre Community Indy Hosp
	7343 Clearvista Drive, Indianapolis, IN
	Duke Realty CHN Development, LLC
	HTA-Indianapolis Hospital, LLC
	31,699,884
	Leasehold








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