EX-10.1






MODIFICATION OF LOAN AGREEMENT




THIS MODIFICATION OF LOAN AGREEMENT (this “Agreement”) is made as of the 12th day of
December, 2007, by and among GRUBB & ELLIS HEALTHCARE REIT HOLDINGS, L.P. (formerly known as NNN
Healthcare/Office REIT Holdings, L.P.), a Delaware limited partnership (“Borrower”), GRUBB
& ELLIS HEALTHCARE REIT, INC. (formerly known as NNN Healthcare/Office REIT, Inc.), a Maryland
corporation (“Original Guarantor”), NNN HEALTHCARE/OFFICE REIT 2750 MONROE, LLC, a Delaware
limited liability company and NNN HEALTHCARE/OFFICE REIT TRIUMPH, LLC, a Delaware limited liability
company (jointly, “Subsidiary Guarantor” and together with Original Guarantor,
“Guarantor”) and LASALLE BANK NATIONAL ASSOCIATION, a national banking association
(“Agent”), its successors and assigns, as agent for itself and the other Banks (as defined
in the Loan Agreement referenced below.



R E CI T A L S:




A. The Banks have heretofore made a credit facility (“Loan”) available to Borrower in
the original principal amount of Fifty Million and no/100 Dollars ($50,000,000.00) pursuant to the
terms and conditions of that certain Loan Agreement dated as of September 10, 2007 between
Borrower, Banks and Agent, (the “Loan Agreement”, all terms not otherwise defined herein
shall have the meanings set forth in the Loan Agreement), and as evidenced by Notes made payable by
Borrower to each Bank.



B. The Loan is secured by various mortgages and deeds of trusts from time to time encumbering
the Collateral Pool Properties.



C. The Loan is further secured by a Guaranty of Payment dated September 10, 2007, from
Original Guarantor to Agent (the “Guaranty”). The Subsidiary Guarantors have become
parties to the Guaranty pursuant to those certain Joinder Agreements each dated September 10, 2007.



D. Borrower desires to amend the Loan Documents in order to, among other things, reduce the
Applicable Margin.



AGREEMENTS:




NOW, THEREFORE, in consideration of (i) the facts set forth hereinabove (which are hereby
incorporated into and made a part of this Agreement), (ii) the agreements by the Banks to modify
the Loan Agreement, as provided herein, (iii) the covenants and agreements contained herein, and
(iv) for other good and valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:



1. Loan Agreement.




(a) The definition of Applicable Margin is hereby deleted in its entirety and replaced
with the following:




"Applicable Margin: For any day, the Applicable Margin rate per annum for
LIBOR Loans shall be 1.50%, and for Base Rate Loans shall be 0%.”




(b) The Commitment Amount is hereby increased to Eighty Million and No/100 Dollars
($80,000,000.00). Nothing herein shall be deemed to preclude further increases of the
Commitment Amount, up to the maximum aggregate amount of $120,000,000, in accordance with
the terms of the Loan Agreement.




(c) The fourth sentence of Section 3.2 of the Loan Agreement is hereby deleted in its
entirety and replaced with the following: “Each existing Bank shall have the right to
increase its Commitment in an amount so that such Bank’s Pro Rata Share shall not be
decreased as a result of such requested increase in the Commitment or up to such lesser
amount (in $1,000,000.00 increments) as may be requested by such Bank.”




(d) Section 7.3 of the Loan Agreement is hereby modified to provide that the Lenders
shall have received (i) items (o), (v), (w) and (z) at least seven (7) Business Days prior
to the date of any Acquisition Disbursement and (ii) item (bb) at least twenty (20) days
prior to the date of any Acquisition Disbursement.




(e) The reference to “Sections 8.12 and 8.13” in the last paragraph of Section 8.14 of
the Loan Agreement are hereby replaced with “Sections 8.11 and 8.12”. Furthermore, the
reference to “Section 8.15(a) or (b)” in such paragraph are replaced with “Section 8.14(a)
or (b)”.



2. Representations and Warranties of Borrower. Borrower hereby represents, covenants
and warrants to the Banks as follows:




(a) The representations and warranties in the Notes, Loan Agreement and other Loan
Documents are true and correct in all material respects as of the date hereof (except to the
extent that such representations and warranties relate solely to an earlier date (in which
such case representations and warranties shall have been true and correct in all material
respects on and as of such earlier date)).




(b) There is currently no Event of Default under the Notes, Loan Agreement or other
Loan Documents and Borrower does not know of any event or circumstance which with the giving
of notice or passing of time, or both, would constitute an Event of Default under the Notes,
Loan Agreement or other Loan Documents.




(c) The Notes, Loan Agreement and other Loan Documents are in full force and effect
and, following the execution and delivery of this Agreement, and continue to be the legal,
valid and binding obligation of Borrower enforceable in accordance with their respective
terms, subject to limitations imposed by general principles of equity.




(d) There has been no material adverse change in the financial condition of Borrower,
Guarantor or any other party whose financial statement has been delivered to the Banks in
connection with the Loan from the date of the most recent financial statement of such person
received by Agent.




(e) As of the date hereof, Borrower has no claims, counterclaims, defenses, or set-offs
with respect to the Loan, the Loan Agreement as modified herein or the other Loan Documents.




(f) Borrower is validly existing under the laws of the State of its formation or
organization and has the requisite power and authority to execute and deliver this Agreement
and to perform under the Loan Agreement as modified herein. The execution and delivery of
this Agreement and the performance under the Loan Agreement as modified herein have been
duly authorized by all requisite action by or on behalf of Borrower.



3. Reaffirmation of Guaranty. Guarantor ratifies and affirms the Guaranty and agrees
that the Guaranty is in full force and effect following the execution and delivery of this
Agreement. The representations and warranties of Guarantor in the Guaranty are, as of the date
hereof, true and correct and Guarantor does not know of any default thereunder. The Guaranty
continues to be the valid and binding obligation of Guarantor, enforceable in accordance with its
terms and Guarantor has no claims or defenses to the enforcement of the rights and remedies of the
Banks thereunder.



4. Expenses. As a condition precedent to the agreements contained herein, Borrower
shall pay all out-of-pocket costs and expenses incurred by Agent in connection with this Agreement,
including, without limitation, reasonable attorneys’ fees and expenses.



5. Miscellaneous.




(a) This Agreement shall be governed by and construed in accordance with the laws of
the State of Illinois.




(b) This Agreement shall not be construed more strictly against Agent and the Banks
than against Borrower or Guarantor merely by virtue of the fact that the same has been
prepared by counsel for Agent, it being recognized that Borrower, Guarantor, Agent and the
Banks have contributed substantially and materially to the preparation of this Agreement,
and Borrower, Guarantor, Agent and the Banks each acknowledges and waives any claim
contesting the existence and the adequacy of the consideration given by the other in
entering into this Agreement. Each of the parties to this Agreement represents that it has
been advised by its respective counsel of the legal and practical effect of this Agreement,
and recognizes that it is executing and delivering this Agreement, intending thereby to be
legally bound by the terms and provisions thereof, of its own free will, without promises or
threats or the exertion of duress upon it. The signatories hereto state that they have read
and understand this Agreement, that they intend to be legally bound by it and that they
expressly warrant and represent that they are duly authorized and empowered to execute it.




(c) Notwithstanding the execution of this Agreement by the Banks, the same shall not be
deemed to constitute any of the Banks a venturer or partner of or in any way associated with
Borrower or Guarantor nor shall privity of contract be presumed to have been established
with any third party.




(d) Borrower, Guarantor and the Banks each acknowledges that there are no other
understandings, agreements or representations, either oral or written, express or implied,
that are not embodied in the Loan Agreement, Loan Documents and this Agreement, which
collectively represent a complete integration of all prior and contemporaneous agreements
and understandings of Borrower, Guarantor and the Banks; and that all such prior
understandings, agreements and representations are hereby modified as set forth in this
Agreement. Except as expressly modified hereby, the terms of the Loan Agreement and Loan
Documents are and remain unmodified and in full force and effect.




(e) This Agreement shall bind and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and assigns.




(f) Any references to the “Loan Agreement” contained in any of the Loan Documents shall
be deemed to refer to the Loan Agreement as amended hereby. The paragraph and section
headings used herein are for convenience only and shall not limit the substantive provisions
hereof. All words herein which are expressed in the neuter gender shall be deemed to
include the masculine, feminine and neuter genders. Any word herein which is expressed in
the singular or plural shall be deemed, whenever appropriate in the context, to include the
plural and the singular.




(g) This Agreement may be executed in one or more counterparts, all of which, when
taken together, shall constitute one original Agreement.




(h) Time is of the essence of each of Borrower’s obligations under this Agreement.



6. Customer Identification — USA Patriot Act Notice; OFAC and Bank Secrecy Act. Agent
hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act (Title III of
Pub. L. 107-56, signed into law October 26, 2001) (the “Act”), and Bank’s policies and practices,
Agent is required to obtain, verify and record certain information and documentation that
identifies Borrower, which information includes the name and address of Borrower and such other
information that will allow Agent to identify Borrower in accordance with the Act. In addition,
Borrower shall (a) ensure that no person who owns a controlling interest in or otherwise controls
Borrower or any subsidiary of Borrower is or shall be listed on the Specially Designated Nationals
and Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control
(“OFAC”), the Department of the Treasury or included in any Executive Orders, (b) not use or permit
the use of the proceeds of the Loan to violate any of the foreign asset control regulations of OFAC
or any enabling statute or Executive Order relating thereto, and (c) comply, and cause any of its
subsidiaries to comply, with all applicable Bank Secrecy Act (“BSA”) laws and regulations, as
amended.



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IN WITNESS WHEREOF, the parties hereto have executed this Agreement dated as of the day and
year first above written.



	 	 	 
	BORROWER:

	 	AGENT:
	GRUBB & ELLIS HEALTHCARE REIT HOLDINGS, L.P., a

Delaware limited partnership

By: Grubb & Ellis Healthcare REIT, Inc., a Maryland

corporation, its General Partner

By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Title: Chief Financial Officer

	 	LASALLE BANK NATIONAL

ASSOCIATION,

a national banking association

By: /s/ Michelle Herrick

Name: Michelle Herrick

Title: Assistant Vice

President
	GUARANTOR:

	 	

	GRUBB & ELLIS HEALTHCARE REIT, INC., a Maryland

corporation

By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Title: Chief Financial Officer

NNN HEALTHCARE/OFFICE REIT 2750 MONROE, LLC, a

Delaware limited liability company

By: Grubb & Ellis Healthcare REIT Holdings, L.P., a

Delaware limited partnership, its sole member

By: Grubb & Ellis Healthcare REIT, Inc.,

a Maryland corporation, its General

Partner

By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Title: Chief Financial

Officer

NNN HEALTHCARE/OFFICE REIT TRIUMPH, LLC, a Delaware

limited liability company

By: Grubb & Ellis Healthcare REIT Holdings, L.P., a

Delaware limited partnership, its sole member

By: Grubb & Ellis Healthcare REIT, 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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