AMENDMENT NO. 2 TO AGREEMENT OF LIMITED PARTNERSHIP OF GRUBB & ELLIS HEALTHCARE REIT HOLDINGS, LP

Exhibit 10.1

AMENDMENT NO. 2 TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
GRUBB & ELLIS HEALTHCARE REIT HOLDINGS, LP

THIS AMENDMENT NO. 2 TO AGREEMENT OF LIMITED PARTNERSHIP OF GRUBB & ELLIS HEALTHCARE REIT HOLDINGS, LP (this “ Amendment ”), dated as of August 24, 2009, is entered into by Healthcare Trust of America, Inc. (formerly known as Grubb & Ellis Healthcare REIT, Inc.), a Maryland corporation, as general partner (the “ General Partner ”).

W I T N E S S E T H

WHEREAS, the General Partner and Grubb & Ellis Healthcare REIT Advisor, LLC (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 and amended as of November 18, 2008 (the “ Agreement ”);

WHEREAS, pursuant to Section 2.2 of the Agreement, the General Partner, acting in its sole and absolute discretion without the Consent of any Limited Partner, may change the name of the Partnership;

WHEREAS, the General Partner desires to amend the Agreement as herein provided; and

WHEREAS, the Agreement, as amended by this Amendment shall be binding u