EX-10.3






Exhibit 10.3




THIRD AMENDMENT TO AGREEMENT OF SALE AND PURCHASE




THIS THIRD AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (this “Amendment”) is made and entered
into as of this 26th day of August, 2009 by and between Greenville Hospital System, a political
subdivision organized under the laws of South Carolina and Board of Trustees of Greenville Hospital
System (aka, The Board of Trustees of The Greenville Hospital System) (collectively,
“GHS”), Greenville Health Corporation, Inc. (“GHC”), a South Carolina corporation
and GHC Health Resources, Inc. (“GHR”), a South Carolina corporation, all having an address
at 701 Grove Road, Greenville, SC 29605 (collectively the “Seller”), and HTA — Greenville,
LLC, a Delaware limited liability company, having an address at 16427 N. Scottsdale Road, Suite
440, Scottsdale, Arizona 85254 (“Buyer”). Seller and Buyer are each individually
referred to herein as a “Party” and collectively as the “Parties”.



R E C I T A L S:




A. Seller and Buyer entered into that certain Agreement of Sale and Purchase as of July 15,
2009 (as amended by that certain First Amendment to Agreement of Sale and Purchase, executed by
Buyer and Seller as of August 14, 2009 and that certain Second Amendment to Agreement of Sale and
Purchase, executed by Buyer and Seller as of August 21, 2009, the “Agreement of Sale”).



B. Seller and Buyer desire to amend the Agreement of Sale as described herein.



NOW, THEREFORE, in consideration of the terms, conditions and covenants contained herein, and
of other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Seller and Buyer agree as follows:



1. Section 2(a). Section 2(a) of the Agreement of Sale is hereby amended by deleting
the amount “One Hundred Sixty-One Million Six Hundred Thirty Thousand Dollars ($161,630,000)” and
replacing it with the amount “One Hundred Sixty-One Million Six Hundred Seventy Thousand Dollars
($161,670,000)”.



2. Section 4(a)(iii). Section 4(a)(iii) of the Agreement of Sale is hereby amended by
(a) deleting the phrase “a space lease between Buyer, as landlord, and Seller and the
“Endowment Fund” (as hereinafter defined), as tenant” from the first sentence thereof and
replacing it with the phrase “a space lease between Buyer, as landlord, and GHS and the “Endowment
Fund” (as hereinafter defined), as tenant” and (b) inserting the phrase “Shared Services
Agreement” (as hereinafter defined) for each Property, as applicable,” prior to the phrase “the
“ROFR Agreement” (as hereinafter defined) in the first sentence thereof.



3. Section 4(f). The last sentence of Section 4(f) of the Agreement of Sale is hereby
amended by deleting the phrase “Section 4(g) and 4(h)” and replacing it with the phrase “Section
4(f) and 4(g)”.



4. Section 6(m)(vi). Section 6(m)(vi) of the Agreement of Sale is hereby deleted in
its entirety and replaced with the following:



(vi) With respect to each Property, two (2) originals of a valid
assignment in the form attached hereto as Exhibit “O” (the
“Assignment of Intangibles”), together with fully executed
consents to the assignment of any Warranties thereunder which
require consent for assignment, as set forth in Schedule I to the
Assignment of Intangibles;



5. Section 6(m)(x). Section 6(m)(x) of the Agreement of Sale is hereby deleted in its
entirety and replaced with the following:



(x) To the extent deemed necessary and appropriate by Buyer and
Seller, with respect to each Fee Property and Ground Lease Property
located on a hospital campus identified on the attached Exhibit
“A,” one (1) original of the Agreement for Grant of Reciprocal
Easements and Establishment of Covenants, Conditions and
Restrictions in the form agreed upon prior to the expiration of the
Due Diligence Period (which includes, among other things,
provisions for parking reasonably adequate to Buyer and Seller)
(the “REAs”) and one (1) original of the Shared Services
Agreement in the form agreed upon prior to the expiration of the
Due Diligence Period (the “Shared Services Agreement”),
each duly executed and acknowledged by Seller and the Endowment
Fund and (in the case of the REAs) in a proper form for recording,
which collectively allocate the responsibilities and costs related
to all services and utilities provided to the related hospital
campus;



6. Section 6(m)(xiii). Section 6(m)(xiii) of the Agreement of Sale is hereby deleted
in its entirety and replaced with the following:



(xiii) Two (2) originals of the Future Development Agreement in
the form agreed upon prior to the expiration of the Due Diligence
Period (the “Future Development Agreement”) and two (2)
originals of the Right of First Opportunity Agreement in the form
agreed upon prior to the expiration of the Due Diligence Period,
each duly executed by Seller, which collectively describe the
exclusive arrangement between Buyer and Seller with respect to
financing certain future development projects;



7. Section 6(m)(xiv). Section 6(m)(xiv) of the Agreement of Sale is hereby deleted in
its entirety and replaced with the phrase “Intentionally Omitted”.



8. Section 6(m)(xxiii). Section 6(m)(xxiii) of the Agreement of Sale is hereby
deleted in its entirety and replaced with the phrase “Intentionally Omitted”.



9. Section 6(m)(xxviii). Section 6(m)(xxviii) of the Agreement of Sale is hereby
deleted in its entirety and replaced with the following:



(xxviii) Seller shall deliver fully executed lease amendments
reasonably acceptable to Buyer with respect to the Leases described
on Exhibit “T” attached hereto.



10. Section 6(m)(xxix). A new Section 6(m)(xxix) is hereby added to the Agreement of
Sale which reads in its entirety as follows:



(xxix) With respect to each Property, Seller shall provide a
“final” certificate of occupancy for the Improvements thereon or,
in the absence of a certificate of occupancy for any such Property,
Seller shall provide evidence reasonably satisfactory to Buyer that
a certificate of occupancy has been issued for such Property or
evidence reasonably satisfactory to Buyer that all requirements for
the issuance of a “final” certificate of occupancy have been
satisfied.



11. Section 6(m)(xxx). A new Section 6(m)(xxx) is hereby added to the Agreement of
Sale which reads in its entirety as follows:



(xxx) With respect to the recently completed tenant improvements
at the Travelers Rest property: (1) a final certificate of
occupancy; (2) lien waivers or evidence of payment from the general
contractor, subcontractors and architect or other documentation
sufficient to allow the title company to issue title coverage
against all liens; (3) an assignment of all warranties, indemnities
and recourse rights under the construction, architect and
subcontract agreements in favor of Buyer, together with any
consents to assignment to the extent required; and (4) a “closeout
manual” that includes (a) a list of all subcontractors by trade,
(b) warranty documents by subcontractor or equipment, as
applicable, (c) spec sheets for equipment (if applicable), (d)
manuals for all equipment (if applicable) and (e) “as built”
drawings of the improvements; provided, however, that to the extent
the “closeout manual” is unavailable at Settlement, Seller may
provide it to Buyer after Settlement (and promptly upon the
availability thereof), and Seller shall use commercially reasonable
efforts to make it available to Buyer as soon as reasonably
practicable. Notwithstanding the foregoing, delivery of the
closeout manual after Settlement shall not relieve Seller of any
obligation to deliver the items in clauses (1) through (3) above
prior to Settlement.



12. Section 6(m)(xxxi). A new Section 6(m)(xxxi) is hereby added to the Agreement of
Sale which reads in its entirety as follows:



(xxxi) With respect to the current improvement projects listed on
Exhibit “R” attached hereto, Seller shall provide final lien
waivers evidencing that all contractors and subcontractors have
been paid and no lien rights exist against the applicable Property.
Upon completion of such work, Seller shall provide Buyer with
final certificates of occupancy (if required by the relevant
municipality), “as built” drawings (if requested by Buyer and
reasonably available), and any available warranties (together with
assignments thereof).



13. Exhibit “B”. Exhibit “B” attached to the Agreement of Sale is hereby deleted in
its entirety and is hereby replaced with Exhibit “B” attached hereto.



14. Exhibit “C”. Exhibit “C” attached to the Agreement of Sale is hereby deleted in
its entirety and is hereby replaced with Exhibit “C” attached hereto.



15. Exhibit “D”. Exhibit “D” attached to the Agreement of Sale is hereby amended by
(i) deleting the $1,585,000 allocated to Travelers Rest and replacing it with $1,625,000 and by
(ii) deleting the total purchase price of $161,630,000 and replacing it with $161,670,000.



16. Exhibit “F”. Exhibit “F” attached to the Agreement of Sale is hereby amended by
(a) deleting the word “Inc.” after the phrase “the Endowment Fund of the Greenville Hospital
System” and (b) deleting the table at the end of such exhibit in its entirety and replacing the
same with the following:



	 	 	 	 	 	 	 	 	 
	Property Name	 	Square Footage of Seller’s	 	Term (years)
	 	 	Lease	 	 	 	 
	Memorial Medical Office Building
	 	 	92,293	 	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	Cancer Treatment Center
	 	 	78,521	 	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	Center for Family Medicine
	 	 	21,503	 	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	Life Center
	 	 	61,524	 	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	Information Services Building
	 	 	59,519	 	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	Patewood A
	 	 	55,651	 	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	Patewood B
	 	 	48,431	 	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	Patewood C
	 	 	94,767	 	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	Patewood Administration
	 	 	121,319	 	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	Greer MOB A 315
	 	 	11,510	 	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	Greer MOB B 325
	 	 	14,508	 	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	Maxwell Pointe
	 	 	29,329	 	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	Center for Health (CHOS)
	 	 	7,100	 	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	Traveler’s Rest Family Practice
	 	 	10,771	 	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	Mills Avenue
	 	 	7,772	 	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	Cleveland St. MOB
	 	 	4,406	 	 	 	10	 
	 
	 	 	 	 	 	 	 	 






17. Exhibit “H”. Exhibit “H” attached to the Agreement of Sale is hereby deleted in
its entirety and is hereby replaced with Exhibit “H” attached hereto.



18. Exhibit “I”. Exhibit “I” attached to the Agreement of Sale is hereby deleted in
its entirety and is hereby replaced with Exhibit “I” attached hereto.



19. “Exhibit “L”. Exhibit “L” attached to the Agreement of Sale is hereby amended by
deleting the phrase “claiming the same or any part thereof” in the last paragraph thereof and
replacing it with the phrase “and against all persons claiming through or under the Grantor but not
otherwise”



20. Exhibit “O”. Exhibit “O” attached to the Agreement of Sale is hereby deleted in
its entirety and is hereby replaced with Exhibit “O” attached hereto.



21. Exhibit “R”. Exhibit “R” attached to the Agreement of Sale is hereby deleted in
its entirety and is hereby replaced with Exhibit “R” attached hereto.



22. Exhibit “T”. A new Exhibit “T” is attached hereto and is hereby incorporated by
reference into the Agreement of Sale.



23. Reaffirmation. Except as modified by this Amendment, Seller and Buyer hereby
reaffirm all terms, covenants and conditions contained in the Agreement of Sale. The Parties agree
that except as modified herein, all other terms of the Agreement of Sale shall remain in full force
and effect. In the event of any conflict between the provisions of this Amendment and the
provisions of the Agreement of Sale, the provisions of this Amendment shall control. Whether or
not specifically amended by this Amendment, all of the terms and provisions of the Agreement of
Sale are hereby amended to the extent necessary to give effect to the purpose and intent of this
Agreement.



24. Counterparts. This Amendment may be executed in any number of identical
counterparts, any or all of which may contain the signatures of fewer than all of the Parties but
all of which shall be taken together as a single instrument.



25. Distribution. Counterparts to this Amendment may be executed and delivered by
facsimile or other electronic transmission, and for purposes of this Amendment, signatures so
transmitted shall be deemed to be original signatures.



[SIGNATURE PAGE FOLLOWS]






1






IN WITNESS WHEREOF, the Parties have executed this Second Amendment as of the day, month and
year first written above.




SELLER:




GREENVILLE HOSPITAL SYSTEM,


a political subdivision organized under the laws of
South Carolina




By: /s/ Susan J. Bichel

Name: Susan J. Bichel

Title: Vice President and CFO





BOARD OF TRUSTEES OF GREENVILLE HOSPITAL SYSTEM (aka
THE BOARD OF TRUSTEES OF THE GREENVILLE HOSPITAL
SYSTEM)




By: /s/ Susan J. Bichel

Name: Susan J. Bichel

Title: Vice and President and CFO





GREENVILLE HEALTH CORPORATION






a South Carolina corporation




By: /s/ Susan J. Bichel

Name: Susan J. Bichel

Title: Vice President and CFO





GHC HEALTH RESOURCES, INC.,






a South Carolina corporation




By: /s/ Susan J. Bichel

Name: Susan J. Bichel

Title: Secretary/Treasurer





BUYER:




HTA – GREENVILLE, LLC,






a Delaware limited liability company




By: /s/ Kellie S. Pruitt

Name: Kellie S. Pruitt

Title: Chief Accounting Officer




Exhibit “B”




EXCLUDED PERSONAL PROPERTY




	 	 	 
	Property	 	Excluded Personal Property
	Memorial Medical

Office Building
	 	All furniture, including but not limited to, all furnishings, ranges,

refrigerators, awnings, shades, screens, blinds, lamps, carpeting,

artwork, office equipment and other furnishings and all, lighting,

cooking, laundry, refrigerating, telephone systems, televisions and

television systems, audio systems, and computer systems

	 	 	 

	Cancer Treatment

Center
	 	Location Quantity Brand/Make Description Serial Number

Radiology/Oncology 35   Waiting Room Chairs None Provided

Radiology/Oncology 7   End Tables None Provided

Radiology/Oncology 8   Lamps None Provided

Radiology/Oncology 2   Coffee Tables None Provided

Radiology/Oncology 3   Artwork None Provided

Ambulatory 23   Gang Seats None Provided

Ambulatory 3   Lamps None Provided

Ambulatory 8   End Tables None Provided

Ambulatory 3   Artwork None Provided

Lab Area 1st Floor 18   Waiting Room Chairs None Provided

Lab Area 1st Floor 4   tables None Provided

Lab Area 1st Floor 1   Artwork None Provided

3rd Floor Gyn 35   Waiting Room Chairs None Provided

3rd Floor Gyn 4   Lamps None Provided

3rd Floor Gyn 2   End Tables None Provided

3rd Floor Gyn 2   Artwork None Provided

3rd Floor Gyn 1   Mirror None Provided

	 
	 	


	Center for

Family Medicine
	 	Location Quantity Brand/Make Description Serial Number

Upper Level Waiting 35   Chairs  

Upper Level Waiting 4   Tables  

Upper Level Waiting 6   24x36 Artwork  

Upper Level Hallway 5   Artwork  

Upper Level Hallway 3   Refrigerator GHS061492

Upper Level Hallway 1   Tables  

Upper Level Hallway 1   Chairs  

Upper Level Hallway 4   Lamps  

Upper Level Hallway 8   File Cabinet GHS058517

Upper Level Hallway     File Cabinet GHS057906

Upper Level Hallway     File Cabinet GHS07876

Upper Level Hallway     File Cabinet GHS058504

Upper Level Hallway     File Cabinet GHS057874

Upper Level Hallway     File Cabinet GHS058676

Upper Level Hallway     File Cabinet GHS058890

Upper Level Hallway     File Cabinet GHS058664

Lower Level Waiting 35   Chairs  

Lower Level Waiting 5   Tables  

Lower Level Waiting 5   Artwork  

Lower Level Waiting 3   Lamps  

Lower Level Hallway 2   Artwork  

	 
	 	


	Life Center
	 	All furniture, including but not limited to, all furnishings, ranges,

refrigerators, awnings, shades, screens, blinds, lamps, carpeting,

artwork, office equipment and other furnishings and all, lighting,

cooking, laundry, refrigerating, telephone systems, televisions and

television systems, audio systems, and computer systems

	 
	 	 

	Information

Services Building
	 	All furniture, including but not limited to, all furnishings, ranges,

refrigerators, awnings, shades, screens, blinds, lamps, carpeting,

artwork, office equipment and other furnishings and all, lighting,

cooking, laundry, refrigerating, telephone systems, televisions and

television systems, audio systems, and computer systems

	 
	 	 

	Patewood A
	 	All furniture, including but not limited to, all furnishings, ranges,

refrigerators, awnings, shades, screens, blinds, lamps, carpeting,

artwork, office equipment and other furnishings and all, lighting,

cooking, laundry, refrigerating, telephone systems, televisions and

television systems, audio systems, and computer systems

	 
	 	 

	Patewood B
	 	Location Quantity Brand/Make Description Serial Number

1st Floor Lobby 8 None Provided Blue and Teal Chair None Provided

1st Floor Lobby 4 None Provided Floor Plant None Provided

1st Floor Lobby 3 None Provided 4’X4’ Picture None Provided

2nd Floor Lobby 4 None Provided 30“X30” Picture None Provided

2nd Floor Lobby 4 None Provided Blue and Teal Chair None Provided

2nd Floor Lobby 1 None Provided Blue and Teal Sofa None Provided

2nd Floor Lobby 5 None Provided Floor Plant None Provided

2nd Floor Lobby 3 None Provided Table None Provided

2nd Floor Lobby 2 None Provided Lamp None Provided

2nd Floor Lobby 1 None Provided Table Plant None Provided

2nd Floor Lobby 1 None Provided 4’X4’ Picture None Provided

	 
	 	


	Patewood C
	 	Location Quantity Brand/Make Description Serial Number

Main Lobby 8 None Provided Orange Chair None Provided

Main Lobby 2 None Provided Purple Bench None Provided

Main Lobby 4 None Provided Round Granite Table None Provided

Main Lobby 6 None Provided 24’ X 48’ Picture None Provided

Main Lobby 5 None Provided Table Flower None Provided

Main Lobby 2 None Provided Bamboo Tree None Provided

Main Lobby 3 None Provided Easter Lillie None Provided

1st Floor Lobby 6 None Provided Orange Sofa None Provided

1st Floor Lobby 4 None Provided Orange 1/4 Radius Chair None Provided

1st Floor Lobby 5 None Provided Purple Sofa None Provided

1st Floor Lobby 32 None Provided Black Single Chair None Provided

1st Floor Lobby 11 None Provided Table None Provided

1st Floor Lobby 1 None Provided Lamp None Provided

1st Floor Lobby 2 None Provided Multi-Color Fabric Bench None Provided

1st Floor Lobby 8 None Provided Floor Plant None Provided

1st Floor Lobby 3 None Provided Table Plant None Provided

2nd Floor Lobby 4 None Provided Green 1/4 Radius Chair None Provided

2nd Floor Lobby 32 None Provided Black Single Chair None Provided

2nd Floor Lobby 5 None Provided Blue Sofa None Provided

2nd Floor Lobby 6 None Provided Green Sofa None Provided

2nd Floor Lobby 9 None Provided Table None Provided

2nd Floor Lobby 9 None Provided Lamp None Provided

2nd Floor Lobby 1 None Provided Green Bench None Provided

2nd Floor Lobby 2 None Provided Blue Bench None Provided

2nd Floor Lobby 22 None Provided Floor Plant None Provided

2nd Floor Lobby 7 None Provided Table Plant None Provided

	 
	 	


	Patewood

Administration
	 	All furniture, including but not limited to, all furnishings, ranges,

refrigerators, awnings, shades, screens, blinds, lamps, carpeting,

artwork, office equipment and other furnishings and all, lighting,

cooking, laundry, refrigerating, telephone systems, televisions and

television systems, audio systems, and computer systems

	 
	 	 

	Greer MOB A 315
	 	Location Quantity Brand/Make Description Serial Number

1st Floor 4 None Provided Wooden planter boxes with plants None Provided

1st Floor 6 None Provided Large pieces of artwork None Provided

1st Floor 2 None Provided Medium pieces of artwork None Provided

1st Floor 1 None Provided Coffee table None Provided

1st Floor 1 None Provided Wooden bench None Provided

2nd Floor 4 None Provided Clay planter boxes with plants None Provided

2nd Floor 4 None Provided Large pieces of artwork None Provided

2nd Floor 4 None Provided Medium pieces of artwork None Provided

	 
	 	


	Greer MOB B 325
	 	Location Quantity Brand/Make Description Serial Number

1st Floor 6 None Provided Wooden planter boxes with plants None Provided

1st Floor 4 None Provided Clay planter boxes with plants None Provided

1st Floor 6 None Provided Large pieces of artwork None Provided

1st Floor 12 None Provided Medium pieces of artwork None Provided

1st Floor 3 None Provided Wooden benches None Provided

2nd Floor 5 None Provided Large pieces of artwork None Provided

2nd Floor 2 None Provided Clay planter boxes with plants None Provided

2nd Floor 1 None Provided Waste receptacle None Provided

	 
	 	


	Maxwell Pointe
	 	All furniture, including but not limited to, all furnishings, ranges,

refrigerators, awnings, shades, screens, blinds, lamps, carpeting,

artwork, office equipment and other furnishings and all, lighting,

cooking, laundry, refrigerating, telephone systems, televisions and

television systems, audio systems, and computer systems

	 
	 	 

	Center for Health

(CHOS)
	 	Location Quantity Brand/Make Description Serial Number

Lobby 8 None Provided Chairs None Provided

Lobby 3 None Provided End Tables None Provided

Lobby 2 None Provided Couches None Provided

Lobby 2 None Provided Pictures None Provided

Lobby 2 None Provided Lamps None Provided

Lobby 1 None Provided Table None Provided

	 
	 	


	Traveler’s

Rest Family

Practice
	 	All furniture, including but not limited to, all furnishings, ranges,

refrigerators, awnings, shades, screens, blinds, lamps, carpeting,

artwork, office equipment and other furnishings and all, lighting,

cooking, laundry, refrigerating, telephone systems, televisions and

television systems, audio systems, and computer systems

	 
	 	 

	Mills Avenue
	 	All furniture, including but not limited to, all furnishings, ranges,

refrigerators, awnings, shades, screens, blinds, lamps, carpeting,

artwork, office equipment and other furnishings and all, lighting,

cooking, laundry, refrigerating, telephone systems, televisions and

television systems, audio systems, and computer systems

	 
	 	 

	Cleveland St. MOB
	 	All furniture, including but not limited to, all furnishings, ranges,

refrigerators, awnings, shades, screens, blinds, lamps, carpeting,

artwork, office equipment and other furnishings and all, lighting,

cooking, laundry, refrigerating, telephone systems, televisions and

television systems, audio systems, and computer systems

	 
	 	 







Exhibit “C”




LEASES




	 	 	 	 	 	 	 	 	 
	Property Name	 	Tenant	 	Square Footage	 	Lease Term
	Cancer Treatment

Center
	 	AOR Management

Company of

Virginia, LLC;

sublessee is

Oncology and

Hermatology

Associates of South

Carolina, L.L.C.

d/b/a Cancer

Centers of the

Carolinas

	 	26,914





















	 	01/01/09 to 09/30/13





















	Center for Family

Medicine
	 	Carolina Cardiology

Consultants, P.A.

	 	18,285



	 	11/01/07 to 10/31/12



	Patewood B
	 	Greenville

Endoscopy Center,

Inc.

	 	7,669





	 	08/20/07 to 08/19/17





	Patewood B
	 	Medequip, Inc.

	 	 	180	 	 	03/14/08 to 03/13/13
	Patewood B
	 	Carolina Cornea and

Laser Center, LLC

	 	10,419



	 	02/27/06 to 02/26/16



	Patewood B
	 	Gastroenterology

Associates, P.A.

	 	16,744



	 	10/08/07 to 10/07/12



	Patewood B
	 	Greenville Ear,

Nose and Throat

Associates, P.A.

f/k/a Greenville

E.N.T. Associates,

P.A.

	 	14,064











	 	04/01/06 to 03/31/11











	Patewood C
	 	Greenville Proaxis

Therapy, LLC f/k/a

Greenville Pivital

Therapy, LLC

	 	14,840







	 	11/06/07 to 05/31/13







	Greer MOB A 315
	 	Greenville Proaxis

Therapy, LLC f/k/a

Greenville Pivital

Therapy, LLC

	 	3,528







	 	07/01/08 to 06/30/13







	Greer MOB A 315
	 	Carolina Cardiology

Consultants, P.A.

	 	9,903



	 	07/14/08 to 07/13/13



	Greer MOB B 325
	 	Internal Medicine

of Eastside-Greer,

P.A.

	 	9,709





	 	08/01/08 to 07/31/13





	Center for Health

(CHOS)
	 	Greenville Proaxis

Therapy, LLC f/k/a

Greenville Pivital

Therapy, LLC

	 	5,000







	 	06/01/05 to 05/31/13













Exhibit “H”




SERVICE CONTRACTS




None.



Exhibit “I”




COMPLETION OBLIGATIONS




None.



EXHIBIT “O”




ASSIGNMENT OF INTANGIBLES




THIS ASSIGNMENT AND ASSUMPTION OF INTANGIBLES (this “Assignment”) dated as of
     , 2009 is between [Greenville Hospital System, a political subdivision organized
under the laws of South Carolina and Board of Trustees of Greenville Hospital System (aka, The
Board of Trustees of The Greenville Hospital System) (collectively, “GHS”), Greenville
Health Corporation, Inc. (“GHC”), a South Carolina corporation and GHC Health Resources,
Inc. (“GHR”), a South Carolina corporation, all having an address at 701 Grove Road,
Greenville, SC 29605 (the “Assignor”)][INCLUDE SPECIFIC ASSIGNOR, AS APPLICABLE, FOR EACH
PROPERTY and       , a Delaware limited liability company (“Assignee”).



Assignor and HTA-Greenville, LLC, a Delaware limited liability company (“HTA”), Assignee’s
predecessor-in-interest, have entered into that certain Agreement of Sale and Purchase dated
     , 2009 (as amended, the “Agreement”), pursuant to which HTA agreed to purchase the real
property and improvements described therein (the “Property”) from Assignor and Assignor agreed to
sell the Property to HTA, on the terms and conditions contained therein. All of HTA’s acquisition
rights and obligations under the Agreement were subsequently assigned to, and assumed by, Assignee.



Pursuant to the Agreement, Assignor desires to assign all of its rights and benefits in, to
and under all Warranties (including, without limitation, those set forth on Schedule I
hereto), Permits, Plans, Tradenames, Reports and Intangible Property, including all Warranties,
recourse rights and indemnities contained in that certain [INSERT DESCRIPTION OF CONSTRUCTION,
ARCHITECT AND SUBCONTRACTOR AGREEMENT FOR TRAVELERS REST IMPROVEMENTS] (each as defined in the
Agreement) (collectively, the “Assigned Interests”) to the Assignee, and Assignee desires to accept
the assignment thereof, on the terms and conditions set forth below.



ACCORDINGLY, the parties hereto agree as follows:



As of the date on which the Property is conveyed to Assignee pursuant to the Agreement (the
“Conveyance Date”), Assignor hereby assigns to Assignee all of its rights and benefits in, to and
under the Assigned Interests, and to the extent required under any Warranty or agreement, Assignor
shall obtain the written consent and take such other actions as are required to assign such
Assigned Interests.



Assignor hereby agrees to defend and reimburse Assignee for any claims or costs originating
prior to the Conveyance Date and arising out of Assignor’s obligations under the Assigned
Interests. Assignor acknowledges and agrees that any such claims or costs constitute “Excluded
Liabilities” as defined in the Agreement, and all provisions relating to such Excluded Liabilities
in the Agreement are incorporated herein by reference, and shall survive Settlement and recording
of the Deed.



As of the Conveyance Date, Assignee hereby assumes all of Assignor’s obligations under the
Assigned Interests to the extent arising on or subsequent to the Conveyance Date and agrees to
indemnify Assignor against and hold Assignor harmless from any and all Claims originating on or
subsequent to the Conveyance Date and arising out of the Assignee’s obligations under the Assigned
Interests.



In the event of any dispute between Assignor and Assignee arising out of the obligations of
the parties under this Assignment or concerning the meaning or interpretation of any provision
contained herein, the losing party shall pay the prevailing party’s costs and expenses of such
dispute, including, without limitation, reasonable attorneys’ fees and costs.



This Assignment shall be binding on and inure to the benefit of the parties hereto and their
respective successors and assigns.



This Assignment may be executed in any number of counterparts, each of which shall be deemed
an original, but all of which taken together shall constitute one and the same instrument.



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 Agreement.



Assignor and Assignee have executed this Agreement as of the day and year first written above.



	 	 	 
	Assignor: [INSERT AS APPLICABLE]
	 	Assignee:

	[Greenville Hospital System, a

political subdivision organized under

the laws of South Carolina

By:       

Name:       

Title:       ]
	 	      , LLC,





a Delaware limited liability company

By:      

Name:      

Title:      

	 	 	HTA-GREENVILLE, LLC, a Delaware

limited liability company

By:      

Name:      

Title:      







2




SCHEDULE I

to

Assignment of Contracts




Greenville Hospital System MOB Portfolio

Warranties to be Assigned




GREENVILLE MEMORIAL MEDICAL CAMPUS




	 	 	 	 	 	 	 	 	 	 	 
	#	 	Building	 	Warranty Company	 	Product	 	Consent Required?
	 	1.	 	 	Life Center
	 	(1) JVS, Inc./Tamko

Building Products

	 	(a) Fiberglass

Shingles, Limited

Warranty
	 	Yes





	 	 	 	 	 	 	(2) JVS, Inc. (roof

contractor)

	 	(a) Roof construction



	 	Silent









PATEWOOD MEDICAL CAMPUS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Building	 	Warranty Company	 	Product	 	Consent Required?
	 	2.	 	 	Patewood MOB B
	 	(1) South-eastern

Roofing

(subcontractor for

Bovis Lend Lease)
	 	(a) Coated foamed

roofing –

workmanship and

materials

	 	Silent







	 	 	 	 	 	 	(2) Viracon
	 	(a) Tempered + heat

strengthened glass

(b) Insulating

glass unit

(c) High

performance coated

glass

(d) Viraspan

ceramic frit

silkscreened +

spandrel glass

	 	Silent





















	 	 	 	 	 	 	(3) Carolina Door

Controls, Inc.
	 	(a) Speed control –

workmanship and

materials

	 	Silent





	 	 	 	 	 	 	(4) Kawneer
	 	(a) “Products

supplied by it on

the project...” –

workmanship and

materials

(b) Aluminum finish

(fluoropolymer)

	 	













	 	3.	 	 	Patewood MOB C

Patewood MOB C cont.

Patewood MOB C cont.

Patewood MOB C cont.
	 	(1) BE&K Building

Group’s Warranty





	 	(a) Subcontractor

listing






	 	







	 	 	 	 	 	 	(2) Strange

Brothers Grading

Company
	 	(a) Asphalt paving

– subcontractor

warranty

	 	





	 	 	 	 	 	 	(3) Wayne Brothers,

Inc.
	 	(a) Concrete

installation –

subcontractor

warranty

	 	







	 	 	 	 	 	 	(4) Pride Masonry
	 	(a) Masonry –

subcontractor

warranty

	 	





	 	 	 	 	 	 	(5) SteelFab, Inc.
	 	(a) Structural

steel –

subcontractor

warranty

	 	







	 	 	 	 	 	 	(6) Architectural

Railings & Grilles,

Inc.
	 	(a) Ornamental

railings –

subcontractor

warranty

	 	







	 	 	 	 	 	 	(7) NTEC Systems,

LLC
	 	(a) Roofing –

subcontractor

warranty

	 	





	 	 	 	 	 	 	(8) Technical

Roofing Solutions,

Inc.
	 	(a) Roofing

workmanship and

materials

	 	Silent





	 	 	 	 	 	 	(9) Palmetto

Waterpoofing
	 	(a) Caulking and

waterproofing

	 	



	 	 	 	 	 	 	(10) Pecora

Corporation

(manufacturer)
	 	(a) Weatherseal

warranty #5418

(b) Silicone

building sealants

warranty #5419

	 	Silent









	 	 	 	 	 	 	(11) Alpha

Insulation &

Waterproofing
	 	(a) Spray foam

insulation –

limited

subcontractor

warranty

	 	









	 	 	 	 	 	 	(12) Graham Hodge

Associates, Inc.
	 	(a) Doors and

windows –

subcontractor

warranty

(b) Aluminum framed

entrances +

storefront –

workmanship

(c) Glazed aluminum

curtain walls –

workmanship

	 	Silent





















	 	 	 	 	 	 	(13) Glover

Painting, Inc.
	 	(a) Painting –

subcontractor

warranty

	 	





	 	 	 	 	 	 	(14) H&K Interior,

Inc.
	 	(a) Finishes,

drywall and

acoustical –

subcontractor

warranty

	 	









	 	 	 	 	 	 	(15) Bonitz

Flooring Group,

Inc.
	 	(a) Carpet & VCT –

subcontractor

warranty

	 	





	 	 	 	 	 	 	(16) Otis Elevator

Company
	 	(a) Elevator –

subcontractor

warranty

	 	





	 	 	 	 	 	 	(17) Advanced Fire

Protection
	 	(a) Fire protection

– subcontractor

warranty

	 	





	 	 	 	 	 	 	(18) Waldrop

Heating and Air

Conditioning
	 	(a) HVAC –

subcontractor

warranty

	 	





	 	 	 	 	 	 	(19) Johnson

Controls warranty
	 	(a) HVAC

instrumentation and

controls

	 	





	 	 	 	 	 	 	(20) Trane warranty
	 	


	 	

	 	 	 	 	 	 	(21) Pace

Electrical Company,

Inc.
	 	(a) Electrical –

subcontractor

warranty

	 	





	 	 	 	 	 	 	(22) Vistawall

Architectural

Products
	 	(a) Aluminum framed

entrances and

storefront –

materials, finish

(b) Glazed aluminum

curtain walls –

materials, finish

	 	













	 	 	 	 	 	 	(23) Vistawall/PPG

Industries
	 	(a) Kynar/Hylar

coating warranty

(metal coating)

	 	Can not be assigned





	 	 	 	 	 	 	(24) Viracon
	 	(a) Glazing:

insulating glass

seal failure and

coating

(b) Glazing: high

performance coated

glass

(c) Tempered + heat

strengthened glass

(d) Laminated glass

+ LG sloped glazing

(e) Viraspan

ceramic frit

silkscreened +

spandrel glass

	 	Silent



































3




GREER MEDICAL CAMPUS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Building	 	Warranty Company	 	Product	 	Consent Required
	 	4.	 	 	Greer MOB A

Greer MOB A cont.

Greer MOB A cont.

Greer MOB A cont.

Greer MOB A cont.

Greer MOB A cont.
	 	(1) Trane

(contractor:

McCarter

Mechanical, Inc.)






	 	(a) Air to Air

Energy Recovery

Equipment







	 	Silent











	 	 	 	 	 	 	(2) JVS, Inc.

	 	(a) Roof contractor
	 	Silent
	 	 	 	 	 	 	(3) Elk Asphalt

Shingles

	 	(a) Asphalt

shingles limited

warranty
	 	Yes. And must

complete Transfer

Notification Card

with transfer fee

of $2/100 s.f.

within 30 days

after transfer of

building.
	 	 	 	 	 	 	(4) Cutshall

Exterminating

	 	(a) Termite control

services
	 	Silent



	 	 	 	 	 	 	(5) Yeargin Potter

Shackelford

(installation)

	 	(a) Synthetic

millwork

fabrication –

installation and

workmanship
	 	Silent









	 	 	 	 	 	 	(6) Southeastern

Architectural

Systems (supplier)

	 	(a) Wood tectonics

material – material

and workmanship
	 	Silent





	 	 	 	 	 	 	(7) Grace

Construction

Products

(subcontractor:

Southern

Fireproofing

Company, Inc.)

	 	(a) Self-adhering

sheet waterproofing

– bituthene

waterproofing

membrane





	 	Yes













	 	 	 	 	 	 	(8) Pecora

Corporation

(contractor:

Southern

Fireproofing

Company, Inc.)

	 	(a) Watertight

joint weatherseal –

material and

workmanship





	 	Silent











	 	 	 	 	 	 	(9) Marshfield Door

Systems

(supplier: Cook &

Boardman of South

Carolina)

	 	(a) Flush wood

doors – interior

warranty only





	 	Silent









	 	 	 	 	 	 	(10) Kawneer

	 	(a) Aluminum finish
	 	

	 	 	 	 	 	 	(11) AGC Flat Glass

North America, Inc.

	 	(a) Tempered Glass

(b) Insulating

glass units

(c) Coated glass
	 	Silent







	 	 	 	 	 	 	(12) Cook &

Boardman of South

Carolina (supplier

of door products)

	 	(a) Door hardware -

warrants products,

workmanship,

materials furnished

in accordance with

factory warranty

for hardware
	 	Silent













	 	 	 	 	 	 	(13) Pemko

Manufacturing

Company, Inc.

	 	(a) Pemko products

– material and

workmanship
	 	Silent





	 	 	 	 	 	 	(14) Yale Security

Inc. aka Rixson

	 	(a) Door controls –

material and

workmanship
	 	Silent





	 	 	 	 	 	 	(15) Sargent

Manufacturing

Company

	 	(a) Lock systems –

material and

workmanship
	 	Silent





	 	 	 	 	 	 	(16) Metal

Products, Inc.

	 	(a) Door hardware



	 	Silent



	 	 	 	 	 	 	(17) Ceco Door

Products

	 	(a) Door hardware



	 	Silent



	 	 	 	 	 	 	(18) Larsen’s

Manufacturing

Company (supplier:

Keaton Kompany)

	 	(a) Fire protection

– material and

workmanship



	 	Silent







	 	 	 	 	 	 	(19) Bradley

Corporation

(supplier: Stock

Building Supply)

	 	(a) Washroom

accessories,

materials and

workmanship
	 	“This warranty

extends only to

commercial and

institutional

purchasers and does

not extend to any

others, including

consumer customers

of commercial and

institutional

purchasers.”
	 	 	 	 	 	 	(20) Otis Elevator

Company

(contractor)

	 	(a) Hydraulic

elevators –

material and

workmanship
	 	Silent







	 	 	 	 	 	 	(21) State Water

Heaters

(contractor: Mike

Varner Plumbing,

Inc.)

	 	(a) Commercial

electric water

heater





	 	Yes









	 	 	 	 	 	 	(22) Surgelogic –

Square D

(contractor:

Huntington & Guerry

Electric Company,

Inc.)

	 	(a) TVSS protection

systems – material

and workmanship







	 	Yes











	 	 	 	 	 	 	(23) Square D

	 	(a) Panelboards –

materials and

workmanship
	 	Yes





	 	 	 	 	 	 	(24) Metalux

(contractor:

Huntington & Guerry

Electric Company,

Inc.)

	 	(a) Interior

lighting fixtures







	 	Silent









	 	4.	 	 	Greer MOB B
	 	Same as Greer MOB A

	 	Same as Greer MOB A
	 	Same as Greer MOB A
	 	 	 	 	 
	 	
 
	 	 
	 	 






OFF-CAMPUS MOBS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Building	 	Warranty Company	 	Product	 	Consent Required
	 	5.	 	 	Maxwell Pointe MOB	 	None
Note: Since the
most recent phase
was built in 2008,
the major
systems/improvements
should be under
some level of
warranty. If not,
please confirm why.	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	6.	 	 	Travelers Rest Family	 	[NOTE: All
warranties related
to the recent
improvements at the
Travelers Rest
Property must be
identified in an
updated schedule
prior to closing,
assigned to buyer
and any required
consents to
assignment
obtained.]	 	 	 	 
	 	7.	 	 	Mills Ave. MOB	 	(1) JVS, Inc./Tamko
Building Products	 	(a) Roofing shingles	 	Yes
	 	 	 	 	 	 	(2) JVS, Inc.
(roofing
contractor)	 	(a) Materials and
workmanship	 	Silent






Exhibit “R”




CURRENT IMPROVEMENT PROJECTS




	 	 	 	 	 	 	 
	I. Building
	 	II. Description of Work

	 	III. Projected

Start
	 	IV. Projected

Completion
	A. Patewood

B
	 	B. Remaining shell space

upfit in Suite 260.

C. 3rd floor

construction/renovations.

	 	D. Aug. 2009

E. Jul. 2009





	 	F. Nov. 2009

G. Nov. 2009





	H. Patewood

C
	 	I. 4th floor construction

of Clemson space.

	 	J. Aug. 2009



	 	K. Sept. 2009









Exhibit “T”




LEASE AMENDMENTS




	 	 	 
	Property Name	 	Tenant
	Cancer Treatment Center
	 	AOR Management Company of Virginia,

LLC; sublessee is Oncology and

Hermatology Associates of South

Carolina, L.L.C. d/b/a Cancer Centers

of the Carolinas

	Patewood B
	 	Greenville Endoscopy Center, Inc.

	Patewood B
	 	Carolina Cornea and Laser Center, LLC

	Patewood B
	 	Gastroenterology Associates, P.A.

	Patewood C
	 	Greenville Proaxis Therapy, LLC f/k/a

Greenville Pivital Therapy, LLC

	Center for Health (CHOS)
	 	Greenville Proaxis Therapy, LLC f/k/a

Greenville Pivital Therapy, LLC








4