EX-10.2






FIRST AMENDMENT TO PURCHASE AND SALE




THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (the “Amendment”) is made this
21st day of July, 2010, by and between by and between GRUBB & ELLIS EQUITY ADVISORS,
LLC, a Delaware limited liability company (“Buyer”), CLC RE, LLC, a Virginia limited liability
company (“CLC Seller”), and ALBEMARLE HEALTH INVESTORS, LLC, a Virginia limited liability company
(“Albemarle Seller”, and together with CLC Seller, “Seller”).



WITNESSETH




A. Seller and Purchaser are parties to that certain Purchase and Sale Agreement
dated June 28, 2010 relating to seven (7) properties located in the State of Virginia, and the
other property described therein (the “Agreement”).



B. Seller and Purchaser desire to amend the Agreement as provided in this Amendment.



NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the
parties hereto, intending to be legally bound hereby, agree as follows:



1. EXTENSION OF DILIGENCE PERIOD. Under the Agreement, the term “Due
Diligence Period” is defined as the period beginning upon the execution of the Agreement and
extending until July 21, 2010. The parties hereby agree that the Due Diligence Period is hereby
extended to July 28, 2010 with respect to the following items: (a) Medicare surveys of the
Property, and (b) the condition of title to the Real Property, including Buyer’s review of title
and survey, and (c) the physical condition of the Property, including without limitation zoning and
code compliance, the condition of the Improvements and all environmental matters. The rights and
obligations of the parties with respect under the Agreement, including without limitation the
rights and obligations with respect to the Initial Deposit, the Additional Deposit and the Final
Deposit that are established by the expiration of the Due Diligence Period shall be determined
based upon the extended Due Diligence Period specified in this Amendment.



2. CLOSING DATE. As used in the Agreement, the term “Closing Date” shall
mean August 20, 2010, which is the thirtieth (30th) day after the expiration of the original Due
Diligence Period prior to its extension pursuant to the terms of this Amendment.



3. MISCELLANEOUS. As amended by this Amendment, the parties hereto agree
that the Agreement remains in full force and effect. This 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 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.



Signatures follow on the next page.





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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year
first set forth above.



“BUYER”:



GRUBB & ELLIS EQUITY ADVISORS, LLC



By: /s/ Jeffrey T. Hanson

Jeffrey T. Hanson

Chief Executive Officer




IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and
year first set forth above.



“SELLER”:



ALBEMARLE SELLER:



ALBEMARLE HEALTH INVESTORS, LLC





a Virginia limited liability company



By: /s/ James R. Pietrzak

James R. Pietrzak

Vice Chairman Manager




CLC SELLER:



CLC RE, LLC



By: CLC HEALTH INVESTORS, LLC


Its Sole Member



By: /s/ James R. Pietrzak

James R. Pietrzak

Vice Chairman Manager




“GUARANTOR”:



/s/ James R. Smith


James R. Smith

/s/ James R. Pietrzak

James R. Pietrzak




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