EX-10.5






JOINDER TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS




This Joinder to Credit Agreement and Other Loan Documents (this “Joinder”) is made
this 28th day of January, 2011, by and among:



G&E HC REIT II ENNIS MOB, LLC, a Delaware limited liability company (the “Additional
Borrower”), with its principal executive offices at c/o Grubb & Ellis Equity Advisors, LLC,
1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705; and



BANK OF AMERICA, N.A., a national banking association, with a place of business at 135 South
LaSalle Street, Chicago, Illinois 60603, and the other lending institutions which may become
parties to the Credit Agreement (hereinafter, singly and collectively, the “Lender” or
"Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent for itself and such other
lending institutions (in such capacity, the “Administrative Agent”),



in consideration of the mutual covenants herein contained and benefits to be derived herefrom.



W I T N E S S E T H:




A. Reference is made to a certain Credit Agreement dated as of July 19, 2010 (as amended,
modified, supplemented or restated and in effect from time to time, the “Credit
Agreement”), by and among the Administrative Agent, the Lenders, and Grubb & Ellis Healthcare
REIT II Holdings, LP, a Delaware limited partnership, G&E HC REIT II Lacombe MOB, LLC, a Delaware
limited liability company, G&E HC REIT II Parkway Medical Center, a Delaware limited liability
company, G&E HC REIT II St. Vincent Cleveland MOB, LLC, a Delaware limited liability company, G&E
HC REIT II Livingston MOB, LLC, a Delaware limited liability company and G&E HC REIT II Sylva MOB,
LLC, a Delaware limited liability company (hereinafter, each such Borrower being referred to
herein, singly and collectively, and jointly and severally, as the “Borrower”). All
capitalized terms used herein, and not otherwise defined herein, shall have the meanings assigned
to such terms in the Credit Agreement.



B. The Additional Borrower desires to become a BBP Subsidiary to, and to be bound by the terms
of, the Credit Agreement and the other Loan Documents, as a “Borrower” thereunder, in the same
capacity and to the same extent as each existing Borrower thereunder (hereinafter, each such
existing Borrower being referred to herein, singly and collectively, and jointly and severally, as
the “Existing Borrower”).



C. Pursuant to the terms of the Credit Agreement, in order for the Additional Borrower to
become party to the Credit Agreement and the other Loan Documents as provided in Section 6.12 of
the Credit Agreement, the Additional Borrower and the Existing Borrower are required to execute
this Joinder.



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



1. Joinder and Assumption of Obligations. Effective as of the date of this Joinder,
the Additional Borrower hereby acknowledges that the Additional Borrower has received and reviewed
a copy of the Credit Agreement, the Environmental Agreement and each other Loan Document, and
hereby acknowledges, covenants and agrees to:



(a) join in the execution of, and become a party to, the Credit Agreement as a Borrower
thereunder, and the Environmental Agreement as an Obligor thereunder, as indicated with its
signature below;



(b) be bound by all representations, warranties, covenants, agreements, liabilities and
acknowledgments of the Existing Borrower under the Credit Agreement, the Environmental Agreement
and the other Loan Documents, in each case, with the same force and effect as if such Additional
Borrower was a signatory to the Credit Agreement, the Environmental Agreement and the other Loan
Documents and was expressly named as a Borrower or Obligor therein; and



(c) assume all rights and interests and perform all applicable duties and Obligations of the
Existing Borrower under the Credit Agreement, the Environmental Agreement and the other Loan
Documents, jointly and severally with each Existing Borrower.



2. Representations, Warranties and Covenants. The Additional Borrower hereby makes
all representations, warranties and covenants set forth in the Credit Agreement, the Environmental
Agreement and the other Loan Documents as of the date hereof (other than representations,
warranties and covenants that relate solely to an earlier date). To the extent that any changes in
any representations, warranties and covenants require any amendments to the schedules to the Credit
Agreement or the Environmental Agreement, such schedules are hereby updated, as evidenced by any
supplemental schedules (if any) annexed to this Joinder.



3. Borrowing Base Property. The Additional Borrower will be utilizing loan proceeds
advanced under the Credit Agreement with respect to the following Borrowing Base Properties: 2200
Physicians Boulevard, Ennis, Texas (the “Ennis, Texas Property”). The Additional Borrower
represents and warrants that use of such loan proceeds shall be in accordance with the terms and
conditions of the Credit Agreement.



4. Amendments to Loan Documents. The parties hereto hereby agree that the following
other Loan Documents shall be amended as follows:



(a) Credit Agreement. Schedules 5.08(b), 5.13(a), 5.13(b) and 5.24 to the Credit
Agreement are each hereby amended and restated in their entirety as shown on the corresponding
schedule attached hereto. From and after the date hereof, Schedules 5.08(b), 5.13(a), 5.13(b) and
5.24 to the Credit Agreement shall hereinafter mean and refer to each such schedule as amended and
restated hereby. In addition, the “Borrower” portion of Schedule 10.02 to the Credit Agreement is
hereby amended to include the Additional Borrower as shown on Schedule 10.02 attached hereto. From
and after the date hereof, the “Borrower” portion of Schedule 10.02 to the Credit Agreement shall
hereinafter mean and refer to such portion as amended hereby, and the remaining portions of
Schedule 10.02 shall remain unchanged.



(b) Environmental Agreement. The definition of “Property” and Exhibit A to the
Environmental Agreement are each hereby amended to include the Ennis, Texas Property as described
on Exhibit A to Environmental Agreement attached hereto. From and after the date hereof, the
definition of “Property” and Exhibit A to the Environmental Agreement shall hereinafter mean and
include the Ennis, Texas Property, as described on Exhibit A to Environmental Agreement attached
hereto. The address for the Additional Borrower under the Environmental Agreement shall be the
same address as is shown for the Existing Borrower. In addition, the definition of “Phase I
Reports” in the Environmental Agreement shall be amended to include the following: “(vi) that
certain Phase I Environmental Site Assessment Report for Bluebonnet Medical Plaza dated December 6,
2010 and prepared by Partner Engineering and Science, Inc. (Partner Project No.10-73145.1)”.



(c) Pledge Agreement. Section 5e. of the Pledge Agreement is hereby amended and
restated in its entirety as follows: “The BBP Borrowers are duly organized and validly existing
limited liability companies in good standing under the laws of the State of Delaware pursuant to
(i) that certain Limited Liability Company Agreement of G&E HC REIT II Lacombe MOB, LLC effective
as of January 12, 2010, (ii) that certain Limited Liability Company Agreement of G&E HC REIT II
Parkway Medical Center, LLC effective as of January 22, 2010, (iii) that certain Limited Liability
Company Agreement of G&E HC REIT II St. Vincent Cleveland MOB, LLC effective as of June 11, 2010,
(iv) that certain Limited Liability Company Agreement of G&E HC REIT II Livingston MOB, LLC
effective as of April 22, 2010, (v) that certain Limited Liability Company Agreement of G&E HC REIT
II Sylva MOB, LLC effective as of October 25, 2010, and (vi) that certain Limited Liability Company
Agreement of G&E HC REIT II Ennis MOB, LLC effective as of November 23, 2010 (collectively referred
to herein as the “Organizational Documents”), and have all requisite power and authority to
own their properties and conduct their business in all applicable jurisdictions.” In addition,
Exhibit A to the Pledge Agreement is hereby amended and restated in its entirety as shown on
Exhibit A to Pledge Agreement attached hereto. From and after the date hereof, Exhibit A to the
Pledge Agreement shall hereinafter mean and refer to such Exhibit A as amended and restated hereby.



5. Ratification of Loan Documents; Absence of Claims. Except as specifically amended
by this Joinder and the other documents executed and delivered in connection herewith, all of the
terms and conditions of the Credit Agreement, the Environmental Agreement, the Pledge Agreement and
the other Loan Documents shall remain in full force and effect as in effect prior to the date
hereof, without releasing any obligors thereon or collateral security therefore, and are hereby
ratified, confirmed, and reaffirmed, in all respects and without condition and shall continue in
full force and effect. Each Existing Borrower, the Additional Borrower, the Pledgor and the
Guarantor hereby acknowledges and agrees that none has any defense, right of setoff, recruitment,
claim or counterclaim against the Administrative Agent and/or any Lender, and to the extent any
defense, right of setoff, recruitment, claim or counterclaim exists, whether known or unknown, at
law or in equity, each Existing Borrower, the Additional Borrower, the Pledgor and the Guarantor
hereby WAIVES and RELEASES the Administrative Agent and each Lender therefrom.



6. Conditions Precedent to Effectiveness. This Joinder shall not be effective until
each of the following conditions precedent have been fulfilled to the reasonable satisfaction of
the Administrative Agent:



(a) This Joinder shall have been duly executed and delivered by the respective parties hereto,
and shall be in full force and effect and in form and substance reasonably satisfactory to the
Administrative Agent.



(b) All action on the part of the Additional Borrower and each other party necessary for the
valid execution, delivery and performance by the Additional Borrower, the Existing Borrower, the
Pledgor and the Guarantor of this Joinder and all other documentation, instruments, and agreements
to be executed in connection herewith shall have been duly and effectively taken and evidence
thereof reasonably satisfactory to the Administrative Agent shall have been provided to the
Administrative Agent.



(c) All due diligence items required under the Credit Agreement with respect to the proposed
Borrowing Base Properties have been delivered to the Administrative Agent and those conditions
precedent pursuant to Section 6.12 of the Credit Agreement have been fully satisfied.



(d) The Additional Borrower shall have delivered the following to the Administrative Agent, in
form and substance reasonably satisfactory to the Administrative Agent:




(i) A certified copy of such party’s certificate of formation and a certificate of
legal existence and good standing issued by the Secretary of the State of its incorporation
or organization, and evidence that such party is validly existing, in good standing and
qualified to engage in business in each jurisdiction where its ownership, lease or operation
of properties or the conduct of its business requires such qualification.




(ii) A certificate of an authorized officer relating to the organization and existence
of such party, the authorization of the transactions contemplated by the Loan Documents, and
attesting to the true signatures of each Person authorized as a signatory to any of the Loan
Documents, together with true and accurate copies of all organizational documents.




(iii) Execution and delivery by the Additional Borrower (and as applicable, the
Guarantor) of the following Loan Documents:




(A) Joinder to the Note;




(B) The Security Document required under Subsection 4.01(a) (iv) of the Credit
Agreement; and




(C) Such other applicable documents and agreements required by the
Administrative Agent.



(e) The Administrative Agent shall have received a written legal opinion of the Additional
Borrower’s counsel addressed to the Administrative Agent and the other Lenders, covering such
matters relating to the Additional Borrower, the Loan Documents and/or the transactions
contemplated thereby as the Administrative Agent shall reasonably request.



(f) All fees and expenses incurred by the Administrative Agent in connection with the
preparation and negotiation of this Joinder and related documents (including the reasonable fees
and expenses of counsel to the Administrative Agent) shall have been paid in full.



(g) No Default or Event of Default shall have occurred and be continuing.



(h) The Existing Borrower and the Guarantor shall have executed and delivered to the
Administrative Agent such additional documents, instruments and agreements as the Administrative
Agent may reasonably request.



7. Miscellaneous.



(a) This Joinder may be executed in several counterparts and by each party as a separate
counterpart, each of which when so executed and delivered shall be an original, and all of which
together shall constitute one instrument.



(b) This Joinder expresses the entire understanding of the parties with respect to the
transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or
otherwise affect the provisions hereof.



(c) Any determination that any provision of this Joinder or any application hereof is invalid,
illegal or unenforceable in any respect and in any instance shall not affect the validity,
legality, or enforceability of such provision in any other instance, or the validity, legality or
enforceability of any other provisions of this Joinder.



(d) The Borrower shall pay all fees and expenses of the Administrative Agent, including,
without limitation, reasonable attorneys’ fees in connection with the preparation, negotiation,
execution and delivery of this Joinder in accordance with the terms of the Credit Agreement.



(e) The Additional Borrower warrants and represents that the Additional Borrower has consulted
with independent legal counsel of its selection in connection with this Joinder and is not relying
on any representations or warranties of the Administrative Agent or the Lenders or their counsel in
entering into this Joinder.



THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
ILLINOIS, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. THE ADDITIONAL
BORROWER AND EACH OTHER BORROWER, THE PLEDGOR AND THE GUARANTOR EACH ACKNOWLEDGES AND AGREES THAT
THE FOREGOING CHOICE OF ILLINOIS LAW WAS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT AND THE
LENDERS TO ENTER INTO THIS JOINDER AND TO MAKE THE LOAN.



[SIGNATURE PAGES FOLLOW]





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IN WITNESS WHEREOF, each of the undersigned have caused this Joinder to be duly executed and
delivered by its proper and duly authorized officer as of the date set forth above.



ADDITIONAL BORROWER:



G&E HC REIT II ENNIS MOB, LLC,


a Delaware limited liability company



By: GRUBB & ELLIS HEALTHCARE REIT II HOLDINGS, LP,


a Delaware limited partnership, its sole Member



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





a Maryland corporation, its general partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Title: Chief Financial Officer

ADMINISTRATIVE AGENT AND A LENDER:

BANK OF AMERICA, N.A., a national banking association





By: /s/ Christopher A. Thangaraj

Name: Christopher A. Thangaraj

Title: Vice President



Consented to, Acknowledged and Agreed:



EXISTING BORROWER:




	 	 	GRUBB & ELLIS HEALTHCARE REIT II






	 	 	HOLDINGS, LP, a Delaware limited partnership





By: Grubb & Ellis Healthcare REIT II, Inc.,





a Maryland corporation, its general partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Title: Chief Financial Officer




G&E HC REIT II LACOMBE MOB, LLC,





a Delaware limited liability company



By: Grubb & Ellis Healthcare REIT II Holdings, LP,


a Delaware limited partnership, its sole Member



By: Grubb & Ellis Healthcare REIT II, Inc.,





a Maryland corporation, its general partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Title: Chief Financial Officer

G&E HC REIT II PARKWAY MEDICAL CENTER, LLC,

a Delaware limited liability company





By: Grubb & Ellis Healthcare REIT II Holdings, LP,

a Delaware limited partnership, its sole Member



By: Grubb & Ellis Healthcare REIT II, Inc.,





a Maryland corporation, its general partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Title: Chief Financial Officer

EXISTING BORROWER (CONTINUED):

G&E HC REIT II ST. VINCENT CLEVELAND MOB, LLC,


a Delaware limited liability company



By: Grubb & Ellis Healthcare REIT II Holdings, LP,


a Delaware limited partnership, its sole Member



By: Grubb & Ellis Healthcare REIT II, Inc.,





a Maryland corporation, its general partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Title: Chief Financial Officer

G&E HC REIT II LIVINGSTON MOB, LLC,

a Delaware limited liability company





By: Grubb & Ellis Healthcare REIT II Holdings, LP,

a Delaware limited partnership, its sole Member



By: Grubb & Ellis Healthcare REIT II, Inc.,





a Maryland corporation, its general partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Title: Chief Financial Officer

G&E HC REIT II SYLVA MOB, LLC,


a Delaware limited liability company




	 	 	By: Grubb & Ellis Healthcare REIT II Holdings, LP,






	 	 	a            Delaware limited partnership, its sole Member






	 	 	By: Grubb & Ellis Healthcare REIT II, Inc.,






	 	 	a            Maryland corporation, its general partner





By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Title: Chief Financial Officer





Consented to, Acknowledged and Agreed:



GUARANTOR:



GRUBB & ELLIS HEALTHCARE REIT II, INC.,





a Maryland corporation



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Title: Chief Financial Officer





Consented to, Acknowledged and Agreed:



PLEDGOR:




	 	 	GRUBB & ELLIS HEALTHCARE REIT II






	 	 	HOLDINGS, LP, a Delaware limited partnership





By: Grubb & Ellis Healthcare REIT II, Inc.,





a Maryland corporation, its general partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Title: Chief Financial Officer





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