EX-10.1






FIRST AMENDMENT TO PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS




This First Amendment to Purchase Agreement and Escrow Instructions (this “Amendment”)
is made and entered into as of February 23, 2010 (the “Effective Date”) by and between G&E
HC REIT II PARKWAY MEDICAL CENTER, LLC, a Delaware limited liability company, its successors and
assigns (“Buyer”), and PARKWAY MEDICAL CENTER, LLC, an Ohio limited liability company
(“Seller”).



RECITALS




A. Seller and Buyer entered into that certain Purchase Agreement and Escrow Instructions with
an effective date of January 28, 2010 (the “Agreement”), with respect to the purchase and
sale of that certain parcel of real property located at 3609 and 3619 Park East Drive, Beachwood,
Ohio 44122 (and known as Parkway Medical Center), and known as permanent parcel number 742-29-014
(the “Real Property”), as described in greater detail in the Agreement. All capitalized
terms not otherwise defined herein shall have the meaning given such terms in the Agreement.



B. Seller and Buyer desire to amend the Agreement by extending the Due Diligence Period as
provided herein.



AGREEMENT




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



1. Incorporation of Recitals. The foregoing recitals are incorporated herein and made
a part hereof as if set forth in their entirety.



2. Due Diligence Period. The last sentence of Section 3(A) of the Agreement is hereby
deleted in its entirety and replaced with the following:



The “Due Diligence Period” shall commence on the Effective Date
and expire at 5 P.M. EST on March 12, 2010.



3. Amendment. Except as specifically modified by this Amendment, the Agreement is
hereby ratified and confirmed, and all of the terms and provisions of the Agreement remain in full
force and effect. In the event of a conflict between the terms of this Amendment and the
Agreement, the terms of this Amendment shall prevail. This Amendment contains the entire
understanding of Seller and Buyer with respect to the subject matter hereof, and supersedes all
prior or contemporaneous written or oral agreements and understandings between the parties hereto
pertaining to any such matter.



4. Counterparts. Seller and Buyer intend and agree that (i) faxed or emailed
signatures of this Amendment shall constitute original signatures and (ii) a faxed or emailed
version of this Amendment containing the signature (original, faxed or emailed) of Seller and Buyer
shall be counterparts, each of which will constitute an original and all of which shall comprise
the entire Amendment. Seller and Buyer further agree that the acknowledgement of this Amendment by
Escrow Agent is not required for this Amendment to be binding and effective as between Seller and
Buyer.



[Remainder of page intentionally left blank]





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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written
above.



“SELLER”



PARKWAY MEDICAL CENTER, LLC,


an Ohio limited liability company



By: /s/ Donald M. King


Donald M. King,


its Manager



EXECUTED on this the 24th day of February, 2010.



“BUYER”



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

Title: Sole Member




By: GRUBB & ELLIS HEALTHCARE REIT II, INC., a Maryland corporation





Title: General Partner



By: /s/ Andrea R. Biller

Name: Andrea R. Biller

Title: Executive Vice-President





EXECUTED on this the 23rd day of February, 2010.



The undersigned Escrow Agent acknowledges the foregoing.



ESCROW AGENT:



RESOURCE TITLE AGENCY



By: /s/ Deborah Lawrence-Auten

Name: Deborah Lawrence-Auten

Its: Senior Vice President



Date: February 24, 2010




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