EX-10.1






January 10, 2012




Owner and Operator Sellers


c/o Wellington Healthcare Services, L.P.


20 Mansell Court East


Suite 200


Roswell, Georgia 30076


Attention: Mr. Philip M. Rees




	 	 	 	RE: Purchase and Sale Agreement dated as of September 29, 2011 by and among the
Sellers identified in the signature blocks below, Wellington Healthcare Services, L.P.
and G&E HC REIT II Southeastern SNF Portfolio, LLC (the “Purchase and Sale Agreement”;
capitalized terms used herein have the same meanings as set forth in the Purchase and
Sale Agreement)





Dear Mr. Rees:



By this letter agreement, Purchaser confirms that the Purchase and Sale Agreement is amended
to include the following as new Section 14.20 thereof:



“14.20 HUD Approval. This Agreement is expressly
conditioned upon preliminary approval by HUD of the transaction as
set forth in Form 92266, Application for Transfer of Physical
Assets, and supporting documents submitted to HUD. No transfer
of any interest in any project under this Agreement shall be
effective prior to such HUD approval. Purchaser will not take
possession of any project nor assume benefits of any project
ownership prior to such approval by HUD. Purchaser, its successors
and assigns shall have no right upon any breach by Seller hereunder
to seek damages, directly or indirectly, from any project which is
the subject of this transaction, including from any assets, rents,
issues or profits thereof, and Purchaser shall have no right to
effect a lien upon any such project or the assets, rents, issues or
profits thereof.”



Please confirm the Sellers’ agreement with the foregoing by executing this letter agreement
below.




Sincerely,




G&E HC REIT II SOUTHEASTERN SNF PORTFOLIO, LLC




By: /s/ Danny Prosky

Name: Danny Prosky

Title: Authorized Signatory




Acknowledged and agreed as of the date set forth above:



	 	 	 
	SELLERS:	 	 
	FALLIGANT AVENUE ASSOCIATES, L.P.

By: /s/ James J. Andrews

	 	LTC CONSULTING, L.P.

By: /s/ James J. Andrews
	 

	 	 
	Name: James J. Andrews

Title: President

	 	Name: James J. Andrews

Title: President
	IVAN ASSOCIATES, L.P.

By: /s/ James J. Andrews

	 	CONGRESS STREET PARTNERS, L.P.

By: /s/ James J. Andrews
	 

	 	 
	Name: James J. Andrews

Title: President

	 	Name: James J. Andrews

Title: President
	MCGEE ROAD ASSOCIATES, L.P.

By: /s/ James J. Andrews

	 	ENGLAND ASSOCIATES, L.P.

By: /s/ James J. Andrews
	 

	 	 
	Name: James J. Andrews

Title: President

	 	Name: James J. Andrews

Title: President
	POWDER SPRINGS ROAD ASSOCIATES, L.P.

By: /s/ James J. Andrews

	 	PHARR COURT ASSOCIATES, L.P.

By: /s/ James J. Andrews
	 

	 	 
	Name: James J. Andrews

Title: President

	 	Name: James J. Andrews

Title: President
	RED RIVER ASSOCIATES, L.P.

By: /s/ James J. Andrews

	 	IRVING PLACE ASSOCIATES, L.P.

By: /s/ James J. Andrews
	 

	 	 
	Name: James J. Andrews

Title: President

	 	Name: James J. Andrews

Title: President
	SAN ALEJANDRO ASSOCIATES, L.P.

By: /s/ James J. Andrews

	 	HAMILTON MILL ASSOCIATES, L.P.

By: /s/ James J. Andrews
	 

	 	 
	Name: James J. Andrews

Title: President

	 	Name: James J. Andrews

Title: President






	 	 	 





	 	 	 
	SAN CARLOS ASSOCIATES, L.P. FACILITY INVESTMENTS, L.P.
	By: /s/ James J. Andrews

	 	By: /s/ James J. Andrews
	 

	 	 
	Name: James J. Andrews

Title: President

	 	Name: James J. Andrews

Title: President
	TENNESSEE PROPERTY ASSOCIATES, L.P.

By: /s/ James J. Andrews

	 	SOUTH PARKWAY ASSOCIATES, L.P.

By: /s/ James J. Andrews
	 

	 	 
	Name: James J. Andrews

Title: President

	 	Name: James J. Andrews

Title: President
	WEST POINT ROAD ASSOCIATES, L.P.

By: /s/ James J. Andrews

	 	WELLINGTON HEALTHCARE PROPERTIES, L.P.

By: /s/ James J. Andrews
	 

	 	 
	Name: James J. Andrews

Title: President

	 	Name: James J. Andrews

Title: President
	WEST STREET ASSOCIATES, L.P.

By: /s/ James J. Andrews

	 	RIVERSIDE HEALTHCARE, L.P.

By: /s/ James J. Andrews
	 

	 	 
	Name: James J. Andrews

Title: President

	 	Name: James J. Andrews

Title: President
	SELLER GUARANTOR:

	 	

	 

	 	

	WELLINGTON HEALTHCARE SERVICES, L.P.

By: /s/ James J. Andrews

	 	



	 

	 	

	Name: James J. Andrews

Title: President