**Exhibit 10.33**

 

AMERICANSPECTRUM REALTY, INC.

1800EAST DEERE AVENUE

SANTAANA, CA 92705

 

 

October15, 2001

 

 

Third Coast LLC

c/o CGS Real Estate Company, Inc.

1800 East Deere Avenue

Santa Ana, Ca 92705

 

 

Re:                               Agreement andPlan of Merger Between American Spectrum Realty, Inc. and Third Coast LLC

 

Gentlemen:

 

Thefollowing sets forth our agreement with respect to the Amendment of theAgreement and Plan of Merger (the “Agreement”) dated August 6, 2000.

 

In accordance with theAgreement, Third Coast LLC (“Third Coast”) was to form a new subsidiary limitedliability company (the “Subsidiary LLC”) to which it was to contribute itsinterests in the properties known as Richardson Plaza and Sierra Technologieswhich would be merged with and into American Spectrum Realty, Inc. or AmericanSpectrum Operating Partnership L.P. (the “Operating Partnership”).  The parties have determined that it would bein the best interests of the parties if instead of a merger, American SpectrumRealty Operating Partnership L.P. (the “Operating Partnership”) acquired all ofthe membership interests of the Subsidiary LLC from Third Coast, its solemember.  Accordingly, the parties haveagreed to amend the Agreement as follows:

 

1.                                       Third Coastwill form the Subsidiary LLC and contribute to the Subsidiary LLC the propertyknown as Richardson Plaza and its interest as the sole member of Third CoastSierra Technology, LLC.  Third Coast,the sole member of Subsidiary LLC, will assign all of its right, title andinterest in and to all of the membership interests in Subsidiary LLC to theOperating Partnership.  Third Coastrepresents that it will own all of the membership interests in Subsidiary LLCfree and clear of all liens, claims and encumbrances and has full power andauthority to execute and deliver this agreement and perform its obligationshereunder.

 

2.                                       The closing ofthe transfer (“Transfer”), pursuant to the Agreement, shall take place on theClosing Date.

 

 

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3.                                       At the closing,Third Coast shall deliver to the Operating Partnership an assignment, assigningall of its right, title and interest in and to the membership interests inSubsidiary LLC to the Operating Partnership.

 

4.                                       At the closing,the Operating Partnership shall deliver to Third Coast certificates certifyingthat they are the owner of the number of Operating Partnership Units in theOperating Partnership, representing the Exchange Value (as defined in the finalProspectus/Consent Solicitation Statement) of Richardson Plaza and SierraTechnology divided by $15.

 

5.                                       Each of ThirdCoast and the Operating Partnership shall execute a signature page to theOperating Partnership Agreement admitting Third Coast as a partner in theOperating Partnership.

 

6.                                       Each of ThirdCoast and the Operating Partnership shall execute all other instruments whichmay be necessary or desirable to reflect the admission of Third Coast as apartner in the Operating Partnership and to reflect the admission of theOperating Partnership as the sole member of Subsidiary LLC.

 

7.                                       Except asmodified hereby, the Agreement shall remain in full force and effect.  All defined terms used herein and nototherwise defined shall have the meaning set forth in the Agreement.

 

Please confirm youracceptance of and agreement with the foregoing by executing a copy of thisletter in the space provided below.

 

| AMERICAN  SPECTRUM REALTY OPERATING PARTNERSHIP. L.P. |
|-------------------------------------------------------|
|                                                  |   |
|                                                  |   |
| BY:                                                   | AMERICAN  SPECTRUM REALTY, INC. |
|                                                  |   |
|                                                  | By: |   |   |

 

 

Acceptedand Agreed to as of

this15th Day of October, 2001

 

 
| THIRD  COAST LLC |
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|             |
|             |
| By:              |   |   |

 

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