EX-10.1






FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS




THIS FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS (this “First
Amendment”) is entered into as of this 19th day of February, 2010, by and between CC Lacombe, LLC,
a Georgia limited liability company (“Seller”); G&E HC REIT II Lacombe MOB, LLC, a Delaware limited
liability company, its successors and assigns (“Buyer”); and First American Title Insurance Company
(“Escrow Agent”).



RECITALS




A. Seller, Buyer and Escrow Agent entered into that certain Real Estate Purchase Agreement and
Escrow Instructions dated February 8, 2010 (the “Original Agreement”) pursuant to which Seller
agreed to sell, and Buyer agreed to purchase, certain real property located in Lacombe, Louisiana
and more particularly described in the Original Agreement.



B. Seller and Buyer desire to amend the Original Agreement as set forth herein.



AGREEMENT




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



1. Closing Date. Section 1.5 is hereby deleted in its entirety and replaced with the
following:



1.5 Closing Date. The closing (“Closing”) shall take
place on February 25, 2010 (as the same may be extended in
accordance herewith, the “Closing Date”). Notwithstanding the
foregoing, Buyer may, upon written notice to Seller, extend the
Closing Date to February 26, 2010, in the event that the conditions
precedent set forth in Section 5.4 below are not satisfied by
February 25, 2010.



2. Entire Agreement. The Original Agreement, as modified by this First Amendment,
constitutes the entire agreement between the parties hereto with respect to the transactions
contemplated therein. Except as modified by this First Amendment, the Original Agreement remains
unchanged and unmodified and in full force and effect, and the parties hereto hereby ratify and
affirm the same.



3. Counterparts. This First Amendment may be executed in any number of counterparts
and it shall be sufficient that the signature of each party appear on one or more such
counterparts. All counterparts shall collectively constitute a single agreement. Signatures to
this First Amendment transmitted by facsimile or electronic mail shall be treated as originals in
all respects.IN WITNESS WHEREOF, the parties hereto have entered into this First Amendment
as of the date above first written.



SELLER



CC LACOMBE, LLC,


a Georgia limited liability company



	 	 	 
	By:

Its:
	 	CHD Lacombe, LLC,

a Georgia limited liability company

Manager

	By:
	 	CHD Holdings, LLC,







	 	 	 
	a Georgia limited liability company

	Its:

	 	Manager






	 	 	 
	By: /s/ Alan W. McKinney

	Alan W. McKinney

	Its:

	 	Manager






BUYER



G&E HC REIT II LACOMBE MOB, LLC,


a Delaware limited liability company



	 	 	 
	By:

Title:
	 	GRUBB & ELLIS HEALTHCARE REIT II HOLDINGS, L.P.,

a Delaware limited partnership

Sole Member

	By:

Title:
	 	GRUBB & ELLIS HEALTHCARE REIT II, INC.,

a Maryland corporation

General Partner







	 	 	 
	By: /s/ Andrea R. Biller

	Name:

	 	Andrea R. Biller






Title: Executive Vice President



ESCROW AGENT:



First American Title Insurance Company



By: /s/ Barbara Laffer

Its: Escrow Officer