EX-10.1






SECOND AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS




THIS SECOND AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS (this “Second
Amendment”) is entered into as of this 26th 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 as amended by that certain First Amendment to Real
Estate Purchase Agreement and Escrow Instructions dated February 19, 2010 (collectively, 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 of the Original Agreement is hereby deleted in its
entirety and replaced with the following:



1.5 Closing Date. The closing (“Closing”) shall take
place on March 4, 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 March
5, 2010, in the event that the conditions precedent set forth in
Section 5.4 below are not satisfied by March 4, 2010.



2. Security Deposits, Unpaid Rent Concessions, Unpaid Tenant Improvement Allowances and
Other Tenant Credits. Section 5.8.2(c) of the Original Agreement is hereby amended by
inserting the following at the end of the text:



Notwithstanding the foregoing, Buyer shall not receive a credit
for a sum set forth on Schedule 4.5.1 if (i) Seller pays such sum
directly to the party that is owed such sum (or Seller directs
Escrow Agent to pay such sum directly to the party that is owed such
sum), and (ii) Seller provides evidence reasonably satisfactory to
Buyer that Seller paid such sum.



3. Smith, Patel & Amkieh, L.L.C. – Lease Credit. The following Section 5.8.2(j) is
inserted after the end of Section 5.8.2(i):



(j) Smith, Patel & Amkieh, L.L.C. – Lease Credit.
Notwithstanding anything to the contrary contained in this
Agreement, Buyer shall receive a credit at Closing in the amount of
$153,200.96 if the Closing occurs on March 4, 2010 and in the amount
of $152,868.47 if the Closing occurs on March 5, 2010 for certain
matters related to the lease of Smith, Patel & Amkieh, L.L.C., a
Louisiana limited liability company.



4. Purchase Price Interest. The following Section 1.4.3 is inserted after the end of
Section 1.4.2:



1.4.3 Purchase Price Interest. Notwithstanding
anything to the contrary contained herein, in the event that prior
to Closing Buyer funds into the escrow established with Escrow Agent
a portion of or all of the balance of the Purchase Price any and all
interest earned thereon shall accrue for the benefit of the Buyer.



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



6. Counterparts. This Second 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 Second Amendment transmitted by facsimile or electronic mail shall be treated as originals in
all respects.



[Remainder of page intentionally left blank; signatures appear on following pages]IN
WITNESS WHEREOF, the parties hereto have entered into this Second 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:

Its:
	 	CHD Holdings, LLC,

a Georgia limited liability company

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, LP,

a Delaware limited partnership

Sole Member

	By:

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

a Maryland corporation

General Partner







By: /s/ Shannon KS Johnson

Name: Shannon KS Johnson

Title: Chief Financial Officer

















ESCROW AGENT:



First American Title Insurance Company



By: /s/ Barbara Laffer

Its: Escrow Officer