EX-10.1






Exhibit 10.1




FIRST AMENDMENT TO AGREEMENT OF SALE AND PURCHASE




THIS FIRST AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (this “Amendment”) is made and entered
into as of this 14th 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 (“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, “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 (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. Greenville Hospital System. The first paragraph of the Agreement of Sale is hereby
amended by deleting the phrase “Greenville Hospital System (“GHS”), a political subdivision
organized under the laws of South Carolina” and hereby replacing it with the phrase “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”)”. All references in the Agreement of Sale to GHS shall be
deemed to refer to GHS, as such term is amended in this Amendment, as if such term had such meaning
from the Effective Date of the Agreement of Sale. The Board of Trustees of Greenville Hospital
System (aka, The Board of Trustees of The Greenville Hospital System) hereby acknowledges and
agrees to be bound by the terms, conditions and obligations of the Agreement of Sale, to the same
extent as if it had been an original party thereto and included as “Seller” from the Effective
Date.



2. Greenville Health Corporation. All references in the Agreement of Sale to
“Greenville Health Corporation, Inc.” are hereby deleted and replaced with “Greenville Health
Corporation”.



3. Section 4(a). Section 4(a) of the Agreement of Sale is hereby amended by (i)
deleting “August 14” from the first sentence therein and replacing it with “August 21”. The
Parties agree that for all purposes of the Agreement of Sale, the Due Diligence Period shall be
deemed to expire on August 21.



4. 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.



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



6. 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.



7. Capitalized Terms. Capitalized terms used in this Amendment and not otherwise
defined herein shall have the meanings ascribed to them in the Agreement of Sale, unless the
context clearly requires or indicates otherwise.



[SIGNATURE PAGE FOLLOWS]






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




	 	 	Date: August 14, 2009 SELLER:






GREENVILLE HOSPITAL SYSTEM,


a political subdivision organized under the laws of
South Carolina




By: /s/ Susan J. Bickel

Name: Susan J. Bickel

Title: Vice President and CFO




	 	 	 
	Date: August 14	2009	BOARD OF TRUSTEES OF GREENVILLE HOSPITAL SYSTEM
	 	 	(aka THE BOARD OF TRUSTEES OF THE GREENVILLE
	 	 	HOSPITAL SYSTEM)
	 	 	By: /s/ Susan J. Bickel

	 	 	 

	Date: August 14, 2009

a South Carolina corporation
	 	Name: Susan J. Bickel

Title: Vice President and CFO

GREENVILLE HEALTH CORPORATION,



By: /s/ Susan J. Bickel

	 	 	 

	Date: August 14, 2009

a South Carolina corporation
	 	Name: Susan J. Bickel

Title: Secretary/Treasurer

GHC HEALTH RESOURCES, INC.,



By: /s/ Susan J. Bickel

	 	 	 

	Date: August 14, 2009
	 	Name: Susan J. Bickel

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




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