THIRD AMENDMENT TO

PURCHASE AND SALE AGREEMENT

This Third Amendment to Purchase and Sale Agreement (this “Amendment”) is made and entered into as of December 10, 2013 (the “Effective Date”) by and among PROVIDENCE HEALTH CARE, INC. and MID-STATE MEDICAL ENTERPRISES, INC. (collectively, “Seller”), and WASH/GREENE, LLC, ATL/WARR, LLC, PROVIDENCE HR, LLC, CLEARVIEW 310 PROPERTY HOLDINGS, LLC, BRYANT 134 PROPERTY HOLDINGS, LLC, and PINEHILL 712 PROPERTY HOLDINGS, LLC (collectively, “Purchaser”).

WITNESSETH:

WHEREAS, Seller and Purchaser are parties to that certain Purchase and Sale Agreement dated as of April 3, 2013, as amended by that certain First Amendment to Purchase and Sale Agreement dated as of April 30, 2013 and that Second Amendment to Purchase and Sale Agreement dated June 30, 2013  (as amended, the “Agreement”); and

WHEREAS, the parties desire to further amend the Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.

Recitals; Terms.  The foregoing recitals are true and correct and incorporated into this Amendment as if fully set forth herein.  Capitalized but undefined terms used in this Amendment shall have the meanings set forth in the Agreement.

2.

Purchase Price.  The parties agree to reduce the Purchase Price for the Thomaston facility to $6,900,000 and to increase the Purchase Price for the Warrenton facility to $3,500,000.  Accordingly, Page 1 of Exhibit “A” to the Purchase Agreement is hereby deleted in its entirety and Page 1 attached hereto is substituted in lieu thereof.

3.

Conflict; Ratification. To the extent that there is any conflict between the terms of this Amendment and the Agreement, the terms of this Agreement shall control.  Except to the extent amended hereby, Seller and Purchaser ratify and confirm that all other terms and conditions of the Agreement remain in full force and effect.

4.

Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall be taken to be one and the same Amendment, for the same effect as if all parties hereto had signed the same signature page, and an electronic PDF or facsimile copy of an executed counterpart shall constitute the same as delivery of the original of such executed counterpart. Any signature page of this Amendment (whether original, PDF or facsimile) may be detached from any counterpart of this Amendment (whether original, PDF or facsimile) without impairing the legal effect of any signatures thereof and may be attached to another counterpart of this Amendment (whether original, PDF or facsimile) identical in form hereto but having attached to it one or more additional signature pages (whether original, PDF or facsimile).

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IN WITNESS WHEREOF, each party has caused this instrument to be executed as of the date set forth hereinabove.

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2

EXHIBIT “A”

Brogdon ‐ Saliba Purchase Price Summary

Footnotes

¹ The C Bonds shall (i) be interest only at 6 ½ % (tax –exempt); (ii) mature five (5) years from the date of the applicable closing and (iii) be secured by a subordinate deed to secure debt on the applicable facility.

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