EX-10.2






AMENDMENT NO. 1 TO

AGREEMENT OF LIMITED PARTNERSHIP

OF

GRUBB & ELLIS HEALTHCARE REIT HOLDINGS, LP




THIS AMENDMENT NO. 1 TO AGREEMENT OF LIMITED PARTNERSHIP OF GRUBB & ELLIS HEALTHCARE REIT
HOLDINGS, LP (this “Amendment”), dated as of November 14, 2008, is entered into by and
among Grubb & Ellis Healthcare REIT, Inc., a Maryland corporation, as general partner (the
“General Partner”), and Grubb & Ellis Healthcare REIT Advisor, LLC (referred to herein as
the “Initial Limited Partner” or the “Advisor”, as applicable).



W I T N E S S E T H




WHEREAS, the General Partner and the Initial Limited Partner formed Grubb & Ellis Healthcare
REIT Holdings, LP (the “Partnership”) as a limited partnership pursuant to the Act by
filing a certificate of limited partnership with the Secretary of State of the State of Delaware on
April 20, 2006;



WHEREAS, the General Partner and the Initial Limited Partner are parties to that certain
Agreement of Limited Partnership dated September 20, 2006 (the “Agreement”);



WHEREAS, the General Partner and the Initial Limited Partner desire to amend the Agreement as
herein provided;



WHEREAS, the Agreement, as amended by this Amendment shall be binding upon all Persons now or
at any time hereafter who are Partners;



NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth in this
Amendment, and of other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto, intending legally to be bound, hereby agree as follows:



1. Definitions.



(a) Amended Definitions. The definitions of the following terms in the Agreement are deleted
in their entirety and replaced with the following:




1.4 “Advisor” means Grubb & Ellis Healthcare REIT Advisor, LLC, the advisor to the
Partnership and the General Partner pursuant to the Advisory Agreement.




1.5 “Advisory Agreement” means that certain Amended and Restated Advisory Agreement
by and among the Advisor, the Partnership, the General Partner and for limited
purposes Grubb & Ellis Realty Investors, LLC, dated as of November 14, 2008 and
effective as of October 24, 2008.




1.8 “Agreement” means the Agreement of Limited Partnership of Grubb & Ellis
Healthcare REIT Holdings, LP, as originally executed, as amended by this Amendment
and as it may be further amended, modified, supplemented or restated from time to
time, as the context requires.




1.32 “General Partner” means Grubb & Ellis Healthcare REIT, Inc., a Maryland
corporation, and any successor as general partner of the Partnership.




1.37 “Initial Limited Partner” means Grubb & Ellis Healthcare REIT Advisor, LLC.




1.63 “Partnership” means Grubb & Ellis Healthcare REIT Holdings, LP, and any
successor thereto.



(b) New Definitions. The following defined terms are hereby added to the Agreement:




1.102 “Deferred Payment Election” has the meaning set forth in Section 5.1(e).




1.103 “Deferred Termination Amount” has the meaning set forth in Section 5.1(e).




1.104 “Included Assets” means the Partnership Assets owned by the Partnership as of
the date of the Termination Event plus any Partnership Assets acquired after the
date of the Termination Event for which the Advisor was entitled to receive an
Acquisition Fee (as defined in the Advisory Agreement) pursuant to Section 8(a)(i)
of the Advisory Agreement for services rendered; provided, however, no assets shall
be counted twice.




1.105 “Other Liquidity Event” means a Liquidating Event, a liquidation, sale of all
or substantially all of the assets of the Partnership or the merger of the
Partnership with another entity where the stockholders of the General Partner
receive in exchange for their shares of REIT Stock shares of a company that are
traded on a national securities exchange (“Merger”).




1.106 “Separate Asset Value” has the meaning set forth in Section 5.1(e).




1.107 “Self-Management Program” has the meaning set forth in Section 5.1(e).



2. Organizational Matters. Section 2.2 of the Agreement shall be deleted in its entirety
and replaced with the following:




2.2 Name




The name of the Partnership is Grubb & Ellis Healthcare REIT Holdings, LP.
The Partnership’s business may be conducted under such name or under any other name
or names deemed advisable by the General Partner, including the name of the General
Partner or any Affiliate thereof. The words “Limited Partnership,” “LP,” “Ltd.” or
similar words or letters shall be included in the Partnership’s name where
necessary for the purposes of complying with the laws of any jurisdiction that so
requires. The General Partner, acting in its sole and absolute discretion without
the Consent of any Limited Partner, may change the name of the Partnership. The
General Partner shall notify the Limited Partners of any such name change in the
next regular communication to the Limited Partners. Upon termination of the
Partnership or the termination, resignation or withdrawal of the Initial Limited
Partner as the Advisor, all of the Partnership’s right, title and interest in and
to the use of the name “Grubb & Ellis Healthcare REIT Holdings, LP” and any
variation thereof, shall become the property of the Initial Limited Partner, and if
requested to do so by the Initial Limited Partner, the Partnership shall change the
name of the Partnership to exclude the term “Grubb & Ellis.” Neither the
Partnership nor any Limited Partner other than the Initial Limited Partner shall
have any right or interest in and to the use of any such name or mark.



3. Distributions. Section 5.1(e) of the Agreement shall be deleted in its entirety and
replaced with the following:




(e) Distribution to Advisor Upon Termination.




(i) Upon a Termination Event, the Advisor shall no longer be entitled to any
distributions of the Advisor Participation in Sales Proceeds under Section 5.1(c).
If a Listing Event has not occurred as of the date of a Termination Event, then the
Advisor (in its capacity as Partner) shall receive a distribution (the
“Termination Amount”), which shall be paid within five (5) Business Days of
the date of such Termination Event, in an amount equal to 15% of the amount, if
any, by which (A) the Appraised Value of all of the Partnership Assets as of the
date of the Termination Event, less any indebtedness secured by such assets, plus
the cumulative distributions made to the General Partner from the inception of the
Partnership through the date of the Termination Event, exceeds (B) the sum of (1)
the Invested Capital of the General Partner as of such date, and (2) the 8% Return
that has accrued with respect to the Invested Capital of the General Partner from
the inception of the Partnership through the date of the Termination Event;
provided, however, that, if the Advisory Agreement is not renewed because the
General Partner has decided to pursue a self-management program (the
“Self-Management Program”), then the Advisor, in its sole discretion, may
elect, within five (5) Business Days of the date of such Termination Event, to
forego a distribution of the Termination Amount upon such Termination Event and
instead elect (“Deferred Payment Election”) to receive a deferred
termination amount (the “Deferred Termination Amount”), which,
notwithstanding any other provisions herein to the contrary, shall exclude any new
Partnership Assets acquired and/or owned by the General Partner (either directly or
through third parties) after such Termination Event, other than the Included Assets
(the “Separate Asset Value”). The Deferred Termination Amount, if any,
shall be paid within five (5) Business Days of the first to occur of (x) a Listing
Event or (y) an Other Liquidity Event, in an amount equal to:




(A) if in connection with a Listing Event, 15% of the amount, if any, by
which (I) the Appraised Value as of the Listing Date of the Included
Assets, less any indebtedness secured by such assets as of the Listing
Date, plus the cumulative distributions made to the General Partner and to
any Limited Partners (other than the Initial Limited Partner) with respect
to Partnership Units issued in connection with the acquisition of the
Included Assets from the inception of the Partnership through the Listing
Date, exceeds (II) the sum of (1) the Invested Capital of the General
Partner as of the Listing Date (excluding Invested Capital relating to the
Separate Asset Value), (2) the capital value of any Partnership Units
issued in connection with the acquisition of the Included Assets to the
Limited Partners (other than the Initial Limited Partner) as valued by the
General Partner as of the date of such issuance, and (3) the 8% Return
that has accrued with respect to such Invested Capital of the General
Partner and that has accrued to any Limited Partners (other than the
Initial Limited Partner) with respect to Partnership Units issued in
connection with the acquisition of the Included Assets for the period from
the inception of the Partnership through the Listing Date; or




(B) if in connection with an Other Liquidity Event (except in connection
with a Merger, which is addressed in Paragraph (C) below), after the
Unrecovered Contribution Account and 8% Return Account of the General
Partner and similar accounts of each Limited Partner (other than the
Initial Limited Partner), in each case as of the date of the Other
Liquidity Event, have been reduced to zero ($0), 15% of any Net Sales
Proceeds received from the Sale of Included Assets shall be distributed to
the Advisor (in its capacity as Partner), and 85% of such Net Sales
Proceeds shall be distributed to the Partners as determined by the General
Partner in its sole and absolute discretion in accordance with their
respective Percentage Interests as of the applicable Partnership Record
Date; or




(C) if in connection with an Other Liquidity Event involving a Merger, 15%
of the amount, if any, by which (I) the Appraised Value as of the Merger
of the Included Assets, less any indebtedness secured by such assets as of
the date of the Merger, plus the cumulative distributions made to the
General Partner and to any Limited Partners (other than the Initial
Limited Partner) with respect to Partnership Units issued in connection
with the acquisition of the Included Assets from the inception of the
Partnership through the date of the Merger, exceeds (II) the sum of (1)
the Invested Capital of the General Partner as of the date of the Merger
(excluding Invested Capital relating to the Separate Asset Value), (2) the
capital value of any Partnership Units issued in connection with the
acquisition of the Included Assets to the Limited Partners (other than the
Initial Limited Partner) as valued by the General Partner as of the date
of such issuance, and (3) the 8% Return that has accrued with respect to
such Invested Capital of the General Partner and that has accrued to any
Limited Partners (other than the Initial Limited Partner) with respect to
Partnership Units issued in connection with the acquisition of the
Included Assets for the period from the inception of the Partnership
through the date of the Merger;




Provided further that if the Advisor makes a Deferred Payment Election, the Advisor
shall not be entitled to receive any other amounts under Sections 5.1(c) or (d)
following the date of such election.




Notwithstanding any other provisions herein to the contrary, the Advisor
acknowledges and agrees that: (i) the Advisor has not received and the General
Partner has not provided any assurance or representation of any kind relating to
the Deferred Termination Amount; (ii) the Advisor does not have any expectation of
any minimum level of the Deferred Termination Amount; (iii) the Advisor shall not
have any rights or interests of any kind with respect to the Separate Asset Value;
(iv) neither the General Partner nor any director, officer, shareholder, partner,
member, employee, trustee, representative or agent of the General Partner shall
have any liability or responsibility to the Advisor for any act or omission
performed or failed to be performed by it, or for any losses, claims, costs,
damages, or liabilities arising from any such act or omission relating to the
acquisition, management, operation, or disposition of the Partnership Assets; (v)
the General Partner shall have full power, authority, discretion and control with
respect to the Partnership Assets and in pursuing and conducting the
Self-Management Program; (vi) the Deferred Termination Amount, if any, is and shall
be deemed to be a contingent interest; (vii) nothing herein shall in any way limit
or restrict the General Partner’s rights to pursue a follow-on offering; (viii) any
rights of the Advisor to the Deferred Termination Amount, if any, are personal to
the Advisor and, notwithstanding any other provisions herein to the contrary, may
not be assigned by the Advisor except to an Affiliate or successor entity; and (ix)
payment of the Deferred Termination Amount, if any, is subject to the Advisor fully
and reasonably cooperating with the General Partner and the Self-Management
Program, including, without limitation, executing any documents reasonably
requested by the General Partner, provided nothing herein shall limit the Advisor’s
(or its Affiliates’) rights to pursue and engage in other offerings in the same or
other asset class(es), subject to the Advisory Agreement. The foregoing provisions
are of material importance to the General Partner. The Advisor acknowledges and
agrees that the General Partner has agreed to payment of the Deferred Termination
Amount (subject to the provisions herein), if any, in reliance of the Advisor’s
agreement to the foregoing provisions.




(ii) Any Termination Amount or Deferred Termination Amount, if any and as
applicable, shall be paid, as determined by the General Partner’s board of
directors, including a majority of the independent directors, either in the form of
cash or the issuance to the Advisor of an interest-bearing promissory note (the
“Termination Note”) in an amount equal to the Termination Amount or the
Deferred Termination Amount, as applicable; provided, however, in connection with a
Merger, the General Partner shall have the right, at its sole discretion, to pay
the Deferred Termination Amount, if any, in the form of REIT Stock prior to such
Merger or in the form of the stock of the surviving company traded on a national
securities exchange, in connection with such Merger. Interest on the Termination
Note will accrue beginning on the date that the Termination Amount or Deferred
Termination Amount, as applicable, would otherwise be due and payable, at a rate
deemed fair and reasonable by the General Partner. In the event the Termination
Amount or the Deferred Termination Amount, as applicable, is paid in the form of
the Termination Note, the Partnership shall repay the Termination Note using Net
Sales Proceeds prior to making any distributions under Section 5.1(c) until the
Termination Note is paid in full, including all accrued but unpaid interest. If
the Termination Note has not been paid in full within five (5) years after the date
of the issuance of the Termination Note, then the General Partner (as determined by
the General Partner’s board of directors, including a majority of the independent
directors) shall purchase the Termination Note from the Advisor in exchange for
either cash or REIT Stock with a Value equal to the aggregate amount outstanding
under the Termination Note, including principal and accrued but unpaid interest.
The Advisor agrees to execute such documents as the General Partner may reasonably
require in connection with the issuance of REIT Stock if the Termination Note is
purchased with REIT Stock as provided herein.



4. Redemption Right. Section 8.6(l) of the Agreement is deleted in its entirety and
replaced with the following:



(l) Redemptions by the Advisor. For so long as the Advisor remains the advisor to the
Partnership and General Partner under the Advisory Agreement, or in the event the Advisor makes a
Deferred Payment Election pursuant to Section 5.1(e), until payment of the Deferred Termination
Amount, if any and as applicable, neither the Advisor nor any Affiliate of the Advisor (other than
the General Partner) may redeem any portion of the Partnership Units held by such Person; provided
that, upon the occurrence of a Listing Event, immediately following the distribution to the Advisor
of all amounts required to be distributed to the Advisor pursuant to Section 5.1(d) or Section
5.1(e), as applicable, the Partnership shall redeem all of the Partnership Units held by the
Advisor and its Affiliates (other than the General Partner), at a redemption price equal to and in
the form of the Redemption Amount. In addition, upon the occurrence of a Termination Event,
immediately following the distribution to the Advisor of all amounts required to be distributed to
the Advisor pursuant to Section 5.1(e) (including, but not limited to the repayment of the
Termination Note in full, if applicable), the Partnership shall redeem all of the Partnership Units
held by the Advisor and its Affiliates (other than the General Partner), at a redemption price
equal to and in the form of the Redemption Amount. With respect to any automatic redemption of
Partnership Units held by the Advisor or its Affiliates (other than the General Partner) pursuant
to this Section 8.6(l), the General Partner will elect for payment of the Redemption Amount by the
Partnership to the Advisor and/or any such Affiliate to be the Cash Amount.



5. Transfers by the Advisor. Section 11.3(g) of the Agreement is deleted in its entirety
and replaced with the following:



(g) Transfers by the Advisor. For so long as the Advisor remains the advisor to the
Partnership and the General Partner under the Advisory Agreement, or in the event the Advisor makes
a Deferred Payment Election pursuant to Section 5.1(e), until payment of the Deferred Termination
Amount, if any and as applicable, neither the Advisor nor any Affiliate of the Advisor (other than
the General Partner) may transfer any portion of the Partnership Units held by the Advisor to any
Person, other than (i) Transfers to any Affiliate of the Advisor, and (ii) deemed Transfers to the
General Partner pursuant to Section 8.6(c).



6. The Advisor. Notwithstanding any other provisions in the Agreement or this Amendment to
the contrary, upon a Termination Event, the Advisor shall not have any rights, powers, authorities
or interests of any kind relating to the management, control, or operation of the Partnership or
the Partnership Assets.



7. Separate Assets. Notwithstanding any other provisions in the Agreement or this
Amendment to the contrary, the General Partner shall have the ability to form a new partnership for
which it serves as General Partner for the purpose of acquiring real estate and other assets after
the date of the Termination Event, other than the Included Assets.



8. Further Action. The parties shall execute and deliver all documents, provide all
information and take or refrain from taking action as may be necessary or appropriate to achieve
the purposes of this Amendment.



9. Binding Effect. This Amendment shall be binding upon and inure to the benefit of the
parties hereto and their heirs, executors, administrators, successors, legal representatives and
permitted assigns.



10. Counterparts. This Amendment may be executed in counterparts, all of which together
shall constitute one agreement binding on all of the parties hereto, notwithstanding that all such
parties are not signatories to the original or the same counterpart. Each party shall become bound
by this Amendment immediately upon affixing its signature hereto.



11. Applicable Law. This Amendment shall be construed and enforced in accordance with and
governed by the laws of the State of Delaware, without regard to the principles of conflicts of
laws thereof.



12. Invalidity of Provisions. If any provision of this Amendment is or becomes invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not be affected thereby.



13. Entire Agreement. The Agreement, as amended by this Amendment, contains the entire
understanding and agreement among the Partners with respect to the subject matter hereof and
supersedes any other prior written or oral understandings or agreements among them with respect
thereto.



[SIGNATURE PAGE FOLLOWS]





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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment No. 1 to
Agreement of Limited Partnership as of the day and year first above written.




GENERAL PARTNER:


Grubb & Ellis Healthcare REIT, Inc.




By: /s/ Scott D. Peters

Name: Scott D. Peters

Title: Chief Executive Officer & President





INITIAL LIMITED PARTNER/ADVISOR:






Grubb & Ellis Healthcare REIT Advisor, LLC




By: Andrea R. Biller

Name: Andrea R. Biller

Title: Executive Vice President





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