EX-10.1






SECOND AMENDMENT




THIS SECOND AMENDMENT (the “Amendment”) dated as of May 24, 2013 to the Credit
Agreement referenced below is by and among GRIFFIN-AMERICAN HEALTHCARE REIT II HOLDINGS, LP, a
Delaware limited partnership (the “Borrower”), the Guarantors identified on the signature
pages hereto (the “Guarantors”), the lenders identified on the signature pages hereto as
Existing Lenders (the “Existing Lenders”), the Persons identified on the signature pages
hereto as New Lenders (the “New Lenders”, and together with the Existing Lenders, the
“Lenders”) and Bank of America, N.A., as Administrative Agent (in such capacity, the
“Administrative Agent”).



RECITALS




WHEREAS, credit facilities have been extended to the Borrower pursuant to the Credit Agreement
dated as of June 5, 2012 as amended by that certain First Amendment to Credit Agreement dated as of
August 15, 2012 (as further amended, modified, supplemented and extended from time to time, the
“Credit Agreement”) among the Borrower, the Guarantors, the Existing Lenders identified
therein and the Administrative Agent; and



WHEREAS, the Borrower has requested certain modifications to the Credit Agreement and the
Existing Lenders have agreed to the requested modifications on the terms and conditions set forth
herein.



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



1. Defined Terms. Capitalized terms used herein but not otherwise defined herein
shall have the meanings provided for such terms in the Credit Agreement.



2. Amendments.



2.1 The second paragraph of the recitals is amended and restated in its entirety to read as
follows:




WHEREAS, the Borrower has requested that the Lenders hereunder provide a credit
facility in an amount of Four Hundred Fifty Million Dollars ($450,000,000), which
amount may be increased to the amount of up to Six Hundred Fifty Million Dollars
($650,000,000) (the “Credit Facility”);



2.2 In Section 1.01, the definition of “Adjusted Borrowing Base Amount” is amended by deleting
“and” from section (c), replacing the “.” in section (d) with “;” and adding a new section (e) and
a new section (f) to read as follows:




(e) no more than twenty-five percent (25%) of the Adjusted Borrowing Base
Amount shall be attributable to Borrowing Base Properties that are skilled nursing
facilities; and




(f) no more than twenty percent (20%) of the Adjusted Borrowing Base Amount
shall be attributable to Borrowing Base Properties that are hospitals.



2.3 In Section 1.01, the definition of “EBITDAR” is amended and restated in its entirety to
read as follows:




“EBITDAR” means, with respect to any Real Property Asset, for the most
recently completed four fiscal quarter period, the combined unaudited financial
results as reported periodically by any Person’s (or consolidated group of Persons’)
tenants calculated as net income for such period plus, (a) to the extent
deducted in determining such net income, interest expense, rent expense paid to any
such Person (or consolidated group of Persons), income tax expense, management fees
and/or corporate overhead, depreciation and amortization for such period, excluding
any other non-recurring or extraordinary gains or losses as reported by such
Person’s (or consolidated group of Persons’) tenants, minus (b) management
fees in an amount equal to two percent (2%) of total revenues for hospitals for such
period and five percent (5%) of total revenues for skilled nursing facilities for
such period; provided, that with respect to any Real Property Asset acquired
during such four fiscal quarter period, EBITDAR shall be determined on a pro forma
basis as if such acquisition occurred on the first day of such period.



2.4 In Section 1.01, the definition of “Eligible Borrowing Base Property” is amended by
amending and restating section (h) in its entirety to read as follows:




(h) unless such Real Property Asset is a hospital or skilled nursing facility,
the Aggregate Occupancy Rate of that portion of the Borrowing Base Pool that is
other than a hospital or skilled nursing facility shall, as of any date of
determination, be equal to or greater than eighty percent (80%); and



2.5 In Section 1.01, the definition of “Eurodollar Rate” is amended by adding “or the
successor thereto if the British Bankers Association is no longer making a LIBOR rate available”
immediately before the first parenthetical.



2.6 In Section 1.01, a new definition of “Second Amendment Effective Date” is hereby added in
the appropriate alphabetical order and which shall read as follows:




“Second Amendment Effective Date” means, May 24, 2013.



	 	 	 
	2.7

	 	Section 1.03(a) is amended by adding the following at the end thereof:







Notwithstanding any other provision contained herein, all terms of an accounting or
financial nature used herein shall be construed, and all computations of amounts and
ratios referred to herein shall be made, (i) without giving effect to any election
under Accounting Standards Codification 825 (or any other Financial Accounting
Standard or Accounting Standards Codification having a similar result or effect) to
value any Indebtedness or other liabilities of the Consolidated Parties or any
Unconsolidated Affiliate at “fair value,” as defined therein and (ii) any change to
lease accounting rules from those in effect pursuant to FASB ASC 840 and other
related lease accounting guidance as in effect on the Second Amendment Effective
Date.



2.8 Section 2.01(a) is amended by replacing the reference to “TWO HUNDRED MILLION DOLLARS
($200,000,000)” with “FOUR HUNDRED FIFTY MILLION DOLLARS ($450,000,000)”.



2.9 Section 2.01(c) is amended by replacing the reference to “fifteen percent (15%) of the
Aggregate Revolving Commitments” in subsection (i) with “Fifty Million Dollars ($50,000,000)”.



2.10 Section 2.01(d) is amended by replacing the reference to “ONE HUNDRED FIFTY MILLION
DOLLARS ($150,000,000) (to an aggregate amount not more than THREE HUNDRED FIFTY MILLION DOLLARS
($350,000,000))” with “TWO HUNDRED MILLION DOLLARS ($200,000,000) (to an aggregate amount not more
than SIX HUNDRED FIFTY MILLION DOLLARS ($650,000,000))”.



2.11 Section 2.03(g) is amended to (a) add “(i)” at the beginning thereof, (b) delete the
current “(i)” and (c) to add “then in each case,” immediately before the first occurrence of “the
Borrower” in clause (ii).



2.12 Section 6.12(c) is amended and restated in its entirety to read as follows:




(c) Consolidated Tangible Net Worth. The Credit Parties shall cause the
Consolidated Tangible Net Worth to all at all times to be equal to or greater than the sum
of (i) $881,104,000 plus (ii) an amount equal to seventy-five percent (75%) of the
net cash proceeds received by the Consolidated Parties from Equity Transactions subsequent
to the Second Amendment Effective Date.



2.13 Section 6.18 is amended and restated in its entirety to read as follows:




Each Credit Party shall, and shall cause each of its Subsidiaries to, ensure
that the Adjusted Borrowing Base Amount shall be equal to or greater than
$250,000,000.



2.14 Schedule 2.01 to the Credit Agreement is amended and restated in its entirety to read as
Exhibit A attached hereto.



3. Conditions to Effectiveness.



3.1 Second Amendment Effective Date. This Amendment shall be and become effective as
of the date hereof (the “Second Amendment Effective Date”) when all of the conditions set
forth in this Section 3 shall have been satisfied.



3.2 Execution of Counterparts of Amendment. The Administrative Agent shall have
received counterparts of this Amendment, which collectively shall have been duly executed on behalf
of (a) the Credit Parties, (b) the Administrative Agent, (c) the Existing Lenders and (d) the New
Lenders.



3.3 Resolutions and Incumbency. The Administrative Agent shall have received such
certificates, resolutions or other action, incumbency certificates and/or other certificates of
Responsible Officers of each Credit Party as the Administrative Agent may reasonably require
evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to
act as a Responsible Officer in connection with this Amendment and the other Credit Documents to
which such Borrower is a party.



3.4 Organizational Documents. The Administrative Agent shall have received copies of
the Organization Documents of each Credit Party certified to be true and complete as of a recent
date by the appropriate Governmental Authority of the state or other jurisdiction of its
incorporation or organization, where applicable, and certified by a secretary or assistant
secretary of such Credit Party to be true and correct as of the Second Amendment Effective Date (or
a certificate by a secretary or assistant secretary of such Credit Party certifying that the
Organization Documents delivered to the Administrative Agent in connection with the Credit
Agreement are still in full force and effect and have not been amended, restated, replaced or
otherwise modified since the closing of the Credit Agreement).



3.5 Good Standings. The Administrative Agent shall have received such documents and
certifications as the Administrative Agent may reasonably require to evidence that each Credit
Party is duly organized or formed, and is validly existing, in good standing and qualified to
engage in business in the jurisdiction of their incorporation or organization.



3.6 Opinions of Counsel. The Administrative Agent shall have received, in each case
dated as of the Second Amendment Effective Date and in form and substance reasonably satisfactory
to the Administrative Agent a legal opinion of (i) Cox, Castle & Nicholson LLP, special New York
and Delaware counsel for the Credit Parties and (ii) special local counsel for the Credit Parties
for the state of Maryland, in each case addressed to the Administrative Agent and the Lenders.



3.7 Officer’s Certificate. The Administrative Agent shall have received a certificate
or certificates executed by a Responsible Officer of the Borrower as of the Second Amendment
Effective Date, in a form reasonably satisfactory to the Administrative Agent, stating that (i)
each Credit Party is in compliance in all material respects with all existing financial obligations
(whether pursuant to the terms and conditions of the Credit Agreement or otherwise), (ii) all
governmental, stockholder and third party consents and approvals, if any, with respect to the
Credit Documents and the transactions contemplated thereby have been obtained, (iii) no action,
suit, investigation or proceeding is pending, or to the knowledge of the Credit Parties threatened,
in any court or before any arbitrator or governmental instrumentality that purports to affect any
Consolidated Party or any transaction contemplated by the Credit Documents, if such action, suit,
investigation or proceeding could have a Material Adverse Effect, (iv) immediately prior to and
following the transactions contemplated herein, each of the Credit Parties shall be Solvent, and
(v) immediately after the execution of this Amendment, (A) no Default or Event of Default exists
and (B) all representations and warranties contained herein and in the other Credit Documents are
true and correct in all material respects (except to the extent that any representation and
warranty is qualified by materiality, in which case such representation and warranty shall be true
and correct in all respects), other than those representations and warranties which expressly
relate to an earlier date, in which case, they were true and correct in all material respects
(except to the extent that any such representation and warranty is qualified by materiality, in
which case such representation and warranty was true and correct in all respects) as of such
earlier date.



3.8 Borrowing Base Certificate. Receipt by the Administrative Agent of a Borrowing
Base Certificate as of the Second Amendment Effective Date, substantially in the form of
Exhibit C to the Credit Agreement, duly completed and executed by a Responsible Officer of
the Borrower.



3.9 Fees and Expenses. Payment by the Credit Parties to the Administrative Agent of
all fees and expenses relating to the preparation, execution and delivery of this Amendment which
are due and payable on the Second Amendment Effective Date, including, without limitation, payment
to the Administrative Agent of the fees set forth in the Second Amendment Fee Letter.



4. Amendment is a “Credit Document”. This Amendment is a Credit Document and all
references to a “Credit Document” in the Credit Agreement and the other Credit Documents
(including, without limitation, all such references in the representations and warranties in the
Credit Agreement and the other Credit Documents) shall be deemed to include this Amendment.



5. Lender Joinder. From and after the Second Amendment Effective Date, by execution
of this Amendment, each Person identified on the signature pages hereto as a New Lender
(individually a “New Lender” and collectively, the “New Lenders”) hereby
acknowledges, agrees and confirms that, by its execution of this Amendment, such Person will be
deemed to be a party to the Credit Agreement (as amended hereby) and a “Lender” for all purposes of
the Credit Agreement (as amended hereby), and shall have all of the rights and obligations of a
Lender thereunder as if it had executed the Credit Agreement (as amended hereby). Such Person
hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and
conditions applicable to the Lenders contained in the Credit Agreement.



6. Revolving Commitments/Revolving Loans; Assignments and Assumptions. Each Existing
Lender hereby sells and assigns, without recourse, to the New Lenders, and each New Lender hereby
purchases and assumes, without recourse, from each such Existing Lender, effective as of the Second
Amendment Effective Date, such interests in such Existing Lender’s rights and obligations under the
Credit Agreement (including, without limitation, the Commitment of and Loans owed to such Existing
Lender on the Second Amendment Effective Date) owing to each such Existing Lender which are
outstanding on the Second Amendment Effective Date) as shall be necessary in order to give effect
to the reallocations of the Commitments and Applicable Percentages effected by the amendment to
Schedule 2.01 to the Existing Credit Agreement pursuant to Section 2.14 hereof.



7. Representations and Warranties; No Default. Each Credit Party represents and
warrants to the Administrative Agent and each Lender that after giving effect to this Amendment,
(a) each of the representations and warranties of each Credit Party contained in the Credit
Agreement or any other Credit Document are true and correct in all material respects (except to the
extent that any representation and warranty is qualified by materiality, in which case such
representation and warranty shall be true and correct in all respects) as of the date hereof, other
than those representations and warranties which expressly relate to an earlier date, in which case,
they were true and correct in all material respects (except to the extent that any representation
and warranty is qualified by materiality, in which case such representation wand warranty shall be
true and correct in all respects) as of such earlier date, and (b) no Default exists.



8. Reaffirmation of Obligations. Each Credit Party (a) acknowledges and consents to
all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the
Credit Documents and (c) agrees that this Amendment and all documents, agreements and instruments
executed in connection with this Amendment do not operate to reduce or discharge such Credit
Party’s obligations under the Credit Documents.



9. No Other Changes. Except as modified hereby, all of the terms and provisions of
the Credit Documents shall remain in full force and effect.



10. Counterparts; Delivery. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which when taken together shall
constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by
facsimile or other electronic imaging means shall be effective as an original.



11. Governing Law. This Amendment shall be governed by, and construed in accordance
with, the law of the state of New York applicable to agreements made and to be performed entirely
within such state, without regard to conflict of laws principles; provided, that the Administrative
Agent and each Lenders shall retain all rights arising under Federal law.



[SIGNATURE PAGES FOLLOW]




Each of the parties hereto has caused a counterpart of this Second Amendment to be duly
executed and delivered as of the date first above written.




	 	 	BORROWER:





Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.


a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




PARENT:



Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


Its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




1



SUBSIDIARY GUARANTORS:



G&E HC REIT II Lacombe MOB, LLC,





a Delaware limited liability company



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




2



G&E HC REIT II Livingston MOB, LLC,





a Delaware limited liability company



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer

G&E HC REIT II Charlottesville SNF, LLC,


a Delaware limited liability company



By: G&E HC REIT II Virginia SNF Portfolio, LLC,





a Delaware limited Liability Company,


its Sole Member



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




3



G&E HC REIT II Fincastle SNF, LLC,





a Delaware limited liability company



By: G&E HC REIT II Virginia SNF Portfolio, LLC,


a Delaware limited liability company,


its Sole Member



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.,





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer

G&E HC REIT II Hot Springs SNF, LLC,


a Delaware limited liability company



By: G&E HC REIT II Virginia SNF Portfolio, LLC





a Delaware limited liability company,


its Sole Member



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




4



G&E HC REIT II Midlothian SNF, LLC,





a Delaware limited liability company



By: G&E HC REIT II Virginia SNF Portfolio, LLC,


a Delaware limited liability company,


its Sole Member



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.,





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer

G&E HC REIT II Bastian SNF, LLC,


a Delaware limited liability company



By: G&E HC REIT II Virginia SNF Portfolio, LLC





a Delaware limited liability company,


its Sole Member



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By:/s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




5



	 	 	 
	G&E HC REIT II Lebanon SNF, LLC,

	a Delaware limited liability company

	By:

	 	G&E HC REIT II Virginia SNF Portfolio, LLC






	 	 	 
	a Delaware limited liability company,

	its Sole Member

By:

	 	

Griffin-American Healthcare REIT II Holdings, LP,






a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.


a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer

G&E HC REIT II Low Moor SNF, LLC,





a Delaware limited liability company



By: G&E HC REIT II Virginia SNF Portfolio, LLC


a Delaware limited liability company,


its Sole Member



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




6



G&E HC REIT II Sylva MOB, LLC,





a Delaware limited liability company



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




7



G&E HC REIT II Ennis MOB, LLC,





a Delaware limited liability company



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




8



G&E HC REIT II Loma Linda Pediatric Specialty Hospital, LLC,





a Delaware limited liability company



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer

G&E HC REIT II Yuma SNF, LLC,


a Delaware limited liability company



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




9



G&E HC REIT II Lakewood MOB I, LLC,





a Delaware limited liability company



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




G&E HC REIT II Carlsbad MOB, LLC,





a Delaware limited liability company



By: G&E HC REIT II Dixie-Lobo MOB Portfolio, LLC,


a Delaware limited liability company,


its Sole Member



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




10



G&E HC REIT II Alice MOB, LLC,





a Delaware limited liability company



By: G&E HC REIT II Dixie-Lobo MOB Portfolio, LLC,



a Delaware limited liability company,



its Sole Member



By: Griffin-American Healthcare REIT II Holdings, LP,



a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




G&E HC REIT II Hobbs MOB, LLC,





a Delaware limited liability company



By: G&E HC REIT II Dixie-Lobo MOB Portfolio, LLC,


a Delaware limited liability company,


its Sole Member



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




11



G&E HC REIT II Hope MOB, LLC,





a Delaware limited liability company



By: G&E HC REIT II Dixie-Lobo MOB Portfolio, LLC,


a Delaware limited liability company,



its Sole Member



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




G&E HC REIT II Lake Charles MOB, LLC,





a Delaware limited liability company



By: G&E HC REIT II Dixie-Lobo MOB Portfolio, LLC,


a Delaware limited liability company,


its Sole Member



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




12



G&E HC REIT II Lufkin MOB, LLC,





a Delaware limited liability company



By: G&E HC REIT II Dixie-Lobo MOB Portfolio, LLC,


a Delaware limited liability company,


its Sole Member



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




G&E HC REIT II Victoria MOB, LLC,





a Delaware limited liability company



By: G&E HC REIT II Dixie-Lobo MOB Portfolio, LLC,


a Delaware limited liability company,


its Sole Member



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




13



G&E HC REIT II Wharton MOB, LLC,





a Delaware limited liability company



By: G&E HC REIT II Dixie-Lobo MOB Portfolio, LLC,


a Delaware limited liability company,


its Sole Member



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




G&E HC REIT II Benton Home Health MOB, LLC,





a Delaware limited liability company



By: G&E HC REIT II Milestone MOB Portfolio, LLC


a Delaware limited liability company,


its Sole Member



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




14



G&E HC REIT II Bryant MOB, LLC,





a Delaware limited liability company



By: G&E HC REIT II Milestone MOB Portfolio, LLC


a Delaware limited liability company,


its Sole Member



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




15



G&E HC REIT II Care Pavilion SNF, L.P.





a Delaware limited partnership



By: G&E HC REIT II Philadelphia SNF Portfolio SPE General Partner, LLC,


a Delaware limited liability company,


its General Partner



By: G&E HC REIT II Philadelphia SNF Portfolio SPE Limited Partner, LLC,





a Delaware limited liability company,



its Sole Member



By: G&E HC REIT II Philadelphia SNF Portfolio Holdings, LLC,


a Delaware limited liability company,


its Managing Member



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




16



G&E HC REIT II Cheltenham York SNF, L.P.





a Delaware limited partnership



By: G&E HC REIT II Philadelphia SNF Portfolio SPE General Partner, LLC,


a Delaware limited liability company,


its General Partner



By: G&E HC REIT II Philadelphia SNF Portfolio SPE Limited Partner, LLC,





a Delaware limited liability company,


its Sole Member



By: G&E HC REIT II Philadelphia SNF Portfolio Holdings, LLC,


a Delaware limited liability company,


its Managing Member



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




17



G&E HC REIT II Cliveden SNF, L.P.





a Delaware limited partnership



By: G&E HC REIT II Philadelphia SNF Portfolio SPE General Partner, LLC,


a Delaware limited liability company,


its General Partner



By: G&E HC REIT II Philadelphia SNF Portfolio SPE Limited Partner, LLC,





a Delaware limited liability company,


its Sole Member



By: G&E HC REIT II Philadelphia SNF Portfolio Holdings, LLC,


a Delaware limited liability company,


its Managing Member



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




18



G&E HC REIT II Maplewood Manor SNF, L.P.





a Delaware limited partnership



By: G&E HC REIT II Philadelphia SNF Portfolio SPE General Partner, LLC,


a Delaware limited liability company,


its General Partner



By: G&E HC REIT II Philadelphia SNF Portfolio SPE Limited Partner, LLC,





a Delaware limited liability company,



its Sole Member



By: G&E HC REIT II Philadelphia SNF Portfolio Holdings, LLC,


a Delaware limited liability company,


its Managing Member



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




19



G&E HC REIT II Tucker House SNF, L.P.





a Delaware limited partnership



By: G&E HC REIT II Philadelphia SNF Portfolio SPE General Partner, LLC,


a Delaware limited liability company,


its General Partner



By: G&E HC REIT II Philadelphia SNF Portfolio SPE Limited Partner, LLC,





a Delaware limited liability company,



its Sole Member



By: G&E HC REIT II Philadelphia SNF Portfolio Holdings, LLC,


a Delaware limited liability company,


its Managing Member



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




G&E HC REIT II Lafayette Rehabilitation Hospital, LLC,





a Delaware limited liability company



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




20



G&E HC REIT II Austell MOB, LLC,





a Delaware limited liability company



By: G&E HC REIT II Flags MOB Portfolio, LLC


a Delaware limited liability company,


its Sole Member



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




G&E HC REIT II El Paso MOB, LLC,





a Delaware limited liability company



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




21



GA HC REIT II Amarillo MOB, LLC,





a Delaware limited liability company



By: G&E HC REIT II Gulf Plains MOB Portfolio, LLC


a Delaware limited liability company,


its Sole Member



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




GA HC REIT II River Oaks Houston MOB, LLC,





a Delaware limited liability company



By: G&E HC REIT II Gulf Plains MOB Portfolio, LLC


a Delaware limited liability company,


its Sole Member



By: Griffin-American Healthcare REIT II Holdings, LP,


a Delaware limited partnership,


its Sole Member



By: Griffin-American Healthcare REIT II, Inc.





a Maryland corporation,


its General Partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Chief Financial Officer




22



GA HC REIT II Texarkana MOB, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Las Vegas Alta Vista MOB, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Hilo MOB, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

GA HC REIT II San Angelo MOB I, LLC,


a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

GA HC REIT II San Angelo MOB II, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

GA HC REIT II Schertz MOB, LLC,


a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Warsaw MOB, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II New Port Richey MOB, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

GA HC REIT II Killeen MOB, LLC,


a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Temple MOB, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Rowlett MOB, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

GA HC REIT II DeSoto MOB, LLC,


a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

GA HC REIT II Shelbyville MOB, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Jasper MOB III, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Prineville OR ALF, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Corvalllis OR ALF, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

GA HC REIT II Salem OR ALF, LLC,


a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Redmond OR ALF, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Bend OR Wilson AVE ALF, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

GA HC REIT II Bend OR Wilson AVE SNF, LLC,


a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

GA HC REIT II Grants Pass OR 6th Street SNF, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

GA HC REIT II North Bend WA SNF, LLC,


a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

GA HC REIT II Prineville OR SNF, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

GA HC REIT II Olympia WA SNF, LLC,


a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

GA HC REIT II Tacoma WA SNF, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

GA HC REIT II Bend OR Pilot Butte SNF, LLC,


a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

GA HC REIT II Redmond OR SNF, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II East Tennessee MOB Portfolio, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Frisco MOB, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II East LA Hospital, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Gardena CA Hospital, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory


GA HC REIT II Norwalk CA Hospital, LLC,


a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Highlands Ranch Medical Pavilion, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II 8220 and 8240 Naab Road MOB, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Bellaire Hospital, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Bessemer MOB, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory


GA HC REIT II Dalton ALF, LLC,


a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

GA HC REIT II Dalton SNF, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Falls of Neuse Raleigh MOB, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Fayetteville ALF, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Fuquay-Varina ALF, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

GA HC REIT II Hyde Park SNF, LLC,


a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Indian Trail ALF, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Indiana Orthopedics MOB, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

GA HC REIT II Knightdale ALF, LLC,


a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Lafayette MOB, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory


GA HC REIT II Lincolnton ALF, LLC,


a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

GA HC REIT II Santa Rosa Health Plaza MOB, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

GA HC REIT II St. Petersburg MOB, LLC,


a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



G&E HC REIT II Benton Medical Plaza I & II MOB, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Lemont MOB, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Ruston MOB, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Abilene MOB, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Greeley Northern Colorado MOB


Portfolio, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

GA HC REIT II St. Anthony North Denver MOB II, LLC,


a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Eagles Landing GA MOB, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

GA HC REIT II Keystone Medical Center MOB, LLC,


a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II West Oaks MOB, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

GA HC REIT II Milton SNF, LLC,


a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

GA HC REIT II Watsontown SNF, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

GA HC REIT II Penn St. Indianapolis MOB, LLC,


a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory



GA HC REIT II Hope MOB, LLC,





a Delaware limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Its: Authorized Signatory

EXISTING LENDERS:



	 
	BANK OF AMERICA, N.A., as

	Administrative Agent







	 
	By: /s/ Keegan Koch

	Name: Keegan Koch

	Title: Senior Vice President







BANK OF AMERICA, N.A., as a Lender


L/C Issuer and Swing Line Lender



	 
	By: /s/ Keegan Koch

	Name: Keegan Koch

	Title: Senior Vice President







23




KEYBANK NATIONAL ASSOCIATION, as a Lender



	 
	By: /s/ Bellini Lacey

	Name: Bellini Lacey

	Title: Vice President







RBS CITIZENS, N.A., as a Lender



	 
	By: /s/ Donald Woods

	Name: Donald Woods

	Title: Senior Vice President







COMERICA BANK, as a Lender



	 
	By: /s/ Charles Weddell

	Name: Charles Weddell

	Title: Vice President







NEW LENDERS:



	 
	BARCLAYS BANK PLC, as a Lender







	 
	By: /s/ Ronnie Glenn

	Name: Ronnie Glenn

	Title: Vice President







FIFTH THIRD BANK, as a Lender



	 
	By: /s/ Matthew Rodgers

	Name: Matthew Rodgers

	Title: Vice President







	 
	WELLS FARGO BANK, N.A., as a Lender







	 
	By: /s/ Dale Northup

	Name: Dale Northup

	Title: Vice President







	 
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender







	 
	By: /s/ Thomas Randolph

	Name: Thomas Randolph

	Title: Managing Director







By: /s/ Amy Trapp

Name: Amy Trapp

Title: Managing Director




	 
	SUMITOMO MITSUI BANKING CORPORATION, as a Lender







	 
	By: /s/ Kazuhisa Matsuda

	Name: Kazuhisa Matsuda

	Title: Managing Director







Exhibit A to Second Amendment




Schedule 2.01




COMMITMENTS AND APPLICABLE PERCENTAGES




	 	 	 	 	 	 	 	 	 
	Lender

	 	Revolving Credit

Commitment
	 	Applicable Revolving

Credit Percentage

	 

	 	 	 	 	 	 	 	 
	Bank of America, N.A.

	 	$	100,000,000.00	 	 	 	22.222222222	%
	 

	 	 	 	 	 	 	 	 
	KeyBank National Association

	 	$	85,000,000.00	 	 	 	18.888888889	%
	 

	 	 	 	 	 	 	 	 
	Barclays Bank PLC

	 	$	65,000,000.00	 	 	 	14.444444445	%
	 

	 	 	 	 	 	 	 	 
	RBS Citizens, N.A.

	 	$	50,000,000.00	 	 	 	11.111111111	%
	 

	 	 	 	 	 	 	 	 
	Fifth Third Bank

	 	$	40,000,000.00	 	 	 	8.8888888889	%
	 

	 	 	 	 	 	 	 	 
	Comerica Bank

	 	$	30,000,000.00	 	 	 	6.666666667	%
	 

	 	 	 	 	 	 	 	 
	Wells Fargo Bank, N.A.

	 	$	30,000,000.00	 	 	 	6.666666667	%
	 

	 	 	 	 	 	 	 	 
	Credit Agricole Corporate and

Investment Bank

	 	

$25,000,000.00
	 	

5.555555555%

	 

	 	 	 	 	 	 	 	 
	Sumitomo Mitsui Banking

Corporation

	 	

$25,000,000.00
	 	

5.555555555%

	 

	 	 	 	 	 	 	 	 
	Total

	 	$	450,000,000.00	 	 	 	100.000000000	%
	 

	 	 	 	 	 	 	 	 







24