EX-10.14






June 30, 2011



Grubb & Ellis Healthcare REIT II, Inc.


1551 North Tustin Avenue, Suite 300


Santa Ana, California 92705



Re: Proposed $71,500,000 Secured Line of Credit (the “Facility”) for Grubb & Ellis Healthcare REIT
II Holdings, LP (the “Borrower”).



Ladies and Gentlemen:



This letter is delivered to you in connection with that certain Summary of Terms and
Conditions, dated as of June 6, 2011 a copy of which is attached hereto as Exhibit A (the “Term
Sheet"; capitalized terms used herein and not otherwise defined shall have the meanings given to
such terms in the Term Sheet or in that certain Credit Agreement to be dated as of June 30, 2011,
the “Credit Agreement”), executed among Grubb & Ellis Healthcare REIT II Holdings, LP (the
“Borrower”), KeyBank National Association (“KeyBank”), in its capacity as administrative agent (the
“Administrative Agent” or “Agent”) and KeyBank in its capacity as lead arranger and book manager
(the “Lead Arranger”). In connection with, and in consideration of the commitments contained in
the Term Sheet, the Borrower hereby agrees as follows:




	1.	 	Underwriting Fee: At closing, the Borrower agrees to pay the Lead Arranger a fee of
$972,500 (which equals to one hundred fifty (150) basis points (1.50%) of the underwritten
amount of the Facility (i.e., $71,500,000, the “Facility Amount”), multiplied by .015 =
$1,072,500 minus a $100,000 credit from the Lead Arranger) for its work in underwriting,
documenting and syndicating the Facility.






	2.	 	Accordion Fee: Upon closing of the Accordion (as described on the Term Sheet) the
Borrower shall pay an accordion fee to the Lead Arranger in an amount equal to 1.50% of
proceeds raised in excess of $71,500,000 (such amounts, the “Accordion Amount”).






	3.	 	Unused Fee: Throughout the term of the Facility (and as more fully set forth in
Section 2.7(b) of the Credit Agreement), the Borrower shall pay an unused fee to the
Administrative Agent and each Lender of fifty (50) basis points (0.50%) of the average daily
difference between the Facility Amount (i.e., $71,500,000) and the aggregate
Facility outstandings, payable in arrears at the end of each quarter. The unused fee will be
waived for any quarter where the average usage of the Facility exceeds 65% of the Facility
Amount.






	4.	 	Extension Fee: In the event that the Borrower shall have delivered an extension
notice to extend the Term of the Facility as set forth in the Term Sheet, the Borrower shall
pay to the Agent (as more fully set forth in Section 2.24 of the Credit Agreement,) for the
ratable benefit of the Lenders on the end of the initial Term (i.e., three years after the
Closing Date, herein the “Revolving Credit Commitment Termination Date”), a non-refundable
extension fee (the “Extension Fee”) in an amount equal to fifty (50) basis points (0.50%)
multiplied by the Facility Amount.






	5.	 	As more fully set forth below, in connection with permanent financings of properties financed
through the Facility and other properties owned by the Borrower or its Subsidiaries, Borrower
agrees as follows:






(a) Right of First Refusal (“ROFR”). Borrower agrees that the Lead Arranger and Lead
Arranger’s Affiliates shall have the exclusive right (other than with respect to any
agreements with other parties existing as of the date of this Letter and set forth on
Schedule I hereof) of first refusal on Borrower’s (and its Subsidiary’s, any such party, a
“Borrower Party”) behalf to arrange for or otherwise provide any permanent loan regarding
any Eligible Borrowing Base Assets (as defined in Term Sheet) included (past or present) in
the Facility’s Borrowing Base or other real estate asset owned by a Borrower Party (any such
permanent loan being referred to herein as a “Permanent Loan”) provided to such Borrower
Party by Fannie Mae, Freddie Mac, HUD, an insurance company, a CMBS lender or similar long
term institutional investor or lender (any such entity being referred to herein as a
“Permanent Lender”) in an aggregate amount of not less than $50,000,000 (the “Threshold
Amount”). Lead Arranger (or Lead Arranger’s Affiliate) will have a period of fifteen (15)
Business Days after its receipt of all necessary analytical information to advise the
Borrower of Lead Arranger’s (or Lead Arranger’s Affiliate’s) decision with respect to such
financing.




(b) Right of First Offer (“ROFO”). Borrower agrees that the Lead Arranger and Lead
Arranger’s Affiliates shall have the exclusive right (other than with respect to any
agreements with other parties existing as of the date of this Letter and set forth on
Schedule I hereof) of first offer to arrange for or otherwise provide to (or on behalf of)
any Borrower Party with respect to any Permanent Loan of any Eligible Borrowing Base Assets
included (past or present) in the Facility’s Borrowing Base or other real estate asset owned
by a Borrower Party in an aggregate amount of not less than the Threshold Amount.




(c) Exit Fee. On or before the Revolving Credit Commitment Termination Date (or such
earlier date as the Lenders’ commitments under the Facility may be terminated, whether
pursuant to Borrower’s voluntary election, default or otherwise, herein, the “Termination
Date”), the Borrower will pay to the Lead Arranger an exit fee equal to two percent (2.0%)
of the difference (which will in no case be less than $0.00) between the Threshold Amount
minus the aggregate original principal amount of all Permanent Loans provided or arranged by
Lead Arranger or an Affiliate of Lead Arranger (the “Exit Fee”); provided, that if Lead
Arranger or an Affiliate of Lead Arranger arranges any Permanent Loan that funds within the
period of one (1) year after the Termination Date (such new Permanent Loan, a “New Loan”),
then Borrower will receive a refund of that portion of the Exit Fee previously paid in the
amount equal to the amount by which the Exit Fee would have been reduced if such New Loan
had been in place on or before the Termination Date. The Exit Fee shall be deemed to be
earned upon the execution of this Letter but is not due and payable until the time set forth
in the first sentence of this Subsection (c)




	6.	 	Market Flex: The Borrower acknowledges and agrees that Lead Arranger will arrange
syndication of the Facility, either prior to or after closing, based on the pricing, fees,
structure, and terms referenced in the attached Term Sheet. If, on or prior to the time of
the syndication, Agent, in its reasonable judgment, determines that Lead Arranger will not be
able to successfully arrange syndication of the transaction, then Agent may, in consultation
with the Borrower, adjust the amounts, pricing, fees, terms, tranching and structure of the
transactions contemplated hereby in an effort to effect a successful syndication of the
Facility, provided that the total Facility Amount will not change. The rights of Agent/Lead
Arranger under this paragraph will survive the execution of the definitive loan documentation
and any borrowings thereunder and will continue in full force and effect after the closing
until Agent/Lead Arranger determines that a successful syndication has occurred.





The fees payable above shall be fully earned upon becoming due and payable (regardless of
whether such fees are being paid for a later period), shall be non-refundable for any reason
whatsoever and shall be in addition to any other fee, cost or expense payable pursuant to the
Facility. Agent and Lead Arranger reserve the right to allocate to its affiliates, in whole or
part, certain fees payable to it in such manner as each may determine in its sole discretion.



Please evidence your acknowledgment and consent to the provisions of this letter by signing in
the space provided below and returning a copy of this letter to the undersigned.



Very truly yours,



KEYBANK NATIONAL ASSOCIATION



By: /s/ Brian Heagler

Name: Brian Heagler

Title: Senior Relationship Manager







KEYBANC CAPITAL MARKETS



By: /s/ Wally Neill

Name: Wally Neill

Title: Managing Director





Acknowledged and agreed to as of June 30, 2011.



Grubb & Ellis Healthcare REIT II Holdings, LP,


a Delaware limited partnership



By: Grubb & Ellis Healthcare REIT II, Inc.



By: /s/ Shannon K S Johnson

Name: Shannon K.S Johnson

Title: Chief Financial Officer