EX-10.2






	 	 	 
	STATE OF OKLAHOMA	 	FIRST AMENDMENT TO
	 	 	CONTRACT OF PURCHASE AND SALE
	COUNTY OF MUSKOGEE

	 	







THIS FIRST AMENDMENT TO CONTRACT OF PURCHASE AND SALE (this “First Amendment”) is made
and entered into as of the 17th day of May, 2010, by and between MUSKOGEE LTACH LLC, a
North Carolina limited liability company (“Seller”) and GRUBB & ELLIS EQUITY ADVISORS, LLC,
a Delaware limited liability company (“Buyer”).



W I T N E S S E T H:




WHEREAS, Seller and Buyer are parties to that certain Contract of Purchase and Sale, dated as
of April 16, 2010 (the “Agreement”), whereby Seller has agreed to sell to Buyer, and Buyer
has agreed to purchase from Seller, subject to the terms therein, that certain real property
located in Muskogee, Oklahoma, (defined as the “Property” in the Agreement), as same is
more particularly described in the Agreement;



WHEREAS, the Due Diligence Period expires as of the date hereof;



WHEREAS, the parties hereto desire to enter into this First Amendment for the purpose of
agreeing to a credit against the Purchase Price and determining a specific Closing Date; and



WHEREAS, all defined terms used herein, as indicated by the initial capitalization thereof,
shall, unless otherwise expressly defined herein, have the same meaning herein as is ascribed
thereto in the Agreement.



NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto do hereby agree as follows:



1. Due Diligence Period Expiration. The parties hereby acknowledge and agree that as
of the date hereof, the Due Diligence Period has expired, and Buyer agrees to deposit the
Additional Deposit with the Escrow Agent no later than May 18, 2010.



2. Credit to Purchase Price. Notwithstanding anything in the Agreement to the
contrary, the Buyer will be issued a FIFTEEN THOUSAND DOLLAR ($15,000.00) credit at Closing as a
result of a drainage issue at the Property.



3. Closing Date. Notwithstanding anything in the Agreement to the contrary, Buyer and
Seller acknowledge and agree that the Closing Date shall be May 27, 2010. The foregoing shall not,
and shall not be deemed to, waive any right Buyer may have pursuant to the Agreement to refuse to
consummate the Closing and receive a full refund of the Deposit.



4. Ratification. As amended by this First Amendment, the parties hereto agree that
the Agreement remains in full force and effect.



5. Counterpart Signatures. This First Amendment may be executed in multiple
counterparts, each counterpart being executed by less than all of the parties hereto, and shall be
equally effective as if a single original had been signed by all parties; but all such counterparts
shall be deemed to constitute a single agreement, and this First Amendment shall not be or become
effective unless and until each of the signatory parties below has signed at least one such
counterpart and caused the counterpart so executed to be delivered to the other party.



IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly
executed as of the day and year first above written.



SELLER:



MUSKOGEE LTACH, LLC,


a North Carolina limited liability company



By: Flagship Capital Partners, LLC,


a North Carolina limited liability company, its Manager



By: /s/ William S. Trantton

Name: William S. Trantton

Title: Executive Vice President and Chief Investment Officer




BUYER:



GRUBB & ELLIS EQUITY ADVISORS, LLC,





a Delaware limited liability company



By: /s/ Andrea R. Biller

Name: Andrea R. Biller

Title: Executive Vice President