EX-10.1






SECOND AMENDMENT TO LOAN DOCUMENTS




THIS SECOND AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made and entered into as of this
31st day of January, 2010 by and among those entities identified on Schedule 1
attached hereto and incorporated herein by this reference (collectively, “Borrower”), GRUBB & ELLIS
REALTY INVESTORS, LLC, a Virginia limited liability company, f/k/a TRIPLE NET PROPERTIES, LLC
(“GERI”), NNN REALTY ADVISORS, INC., a Delaware corporation (“NNN Realty Advisors”, and together
with GERI, collectively, the “Guarantors”) and BANK OF AMERICA, N.A., a national banking
association, successor by merger to LaSalle Bank National Association (“Lender”).



RECITALS:




WHEREAS, Lender previously made a $13,000,000.00 senior loan (the “Senior Loan”) to Borrower
as evidenced and secured by, among other things, (i) that certain Promissory Note dated as of
December 28, 2005 made by Borrower in favor of Lender (as amended, restated, modified or
supplemented, the “Senior Note”), (ii) that certain Deed of Trust, Security Agreement and Fixture
Filing made by Borrower in favor of Lender, dated as of December 28, 2005 and recorded on January
9, 2006 in the Real Property Records of Dallas County, Texas (the “Records”) as Instrument Number
200600008233, as amended by that certain First Modification to Deed of Trust, Security Agreement
and Fixture Filing made by Borrower in favor of Lender, dated October 16, 2006 and recorded on
November 7, 2006 in the Records as Instrument Number 200600413971 and that certain Second
Modification to Deed of Trust, Security Agreement and Fixture Filing made by Borrower in favor of
Lender, dated December 28, 2009 and recorded on January 6, 2010 in the Records as Instrument Number
201000002931 (as amended, restated, modified or supplemented, the “Senior Deed of Trust”), securing
certain collateral described in the Senior Deed of Trust, including, without limitation, the
property commonly known as Executive Center II and III, 8330-8360 LBJ Freeway, Dallas, Texas 75243
(the “Property”), which Property is legally described on Exhibit A attached hereto and
(iii) that certain Assignment of Leases and Rents dated December 28, 2005 and recorded on January
9, 2006 in the Records as Instrument Number 200600008234;



WHEREAS, Lender also previously made a $3,000,000.00 mezzanine loan (the “Mezzanine Loan” and
together with the Senior Loan, collectively, the “Loans”) to Borrower as evidenced and secured by,
among other things, (i) that certain Mezzanine Promissory Note dated as of December 28, 2005 made
by Borrower in favor of Lender (as amended, restated, modified or supplemented, the “Mezzanine
Note” and, together with the Senior Note, collectively, the “Notes”), (ii) that certain Junior Deed
of Trust, Security Agreement and Fixture Filing made by Borrower in favor of Lender, dated as of
December 28, 2005 and recorded on January 9, 2006 in the Records as Instrument Number 200600008235
as amended by that certain First Modification to Junior Deed of Trust, Security Agreement and
Fixture Filing made by Borrower in favor of Lender, dated October 16, 2006 and recorded on November
7, 2006 in the Records as Instrument Number 200600413972 and that certain Second Modification to
Junior Deed of Trust, Security Agreement and Fixture Filing made by Borrower in favor of Lender,
dated December 28, 2009 and recorded on January 6, 2010 in the Records as Instrument Number
201000002932 (as amended, restated, modified or supplemented, the “Junior Deed of Trust”), securing
certain collateral described in the Junior Deed of Trust, including, without limitation, the
Property and (iii) that certain Junior Assignment of Leases and Rents dated December 28, 2005 and
recorded on January 9, 2006 in the Records as Instrument Number 200600008236;



WHEREAS, the Senior Loan was further secured and evidenced by certain other Loan Documents (as
defined in the Senior Deed of Trust), including, without limitation, (i) that certain Guaranty of
Payment dated December 28, 2005 made by GERI in favor of Lender with respect to the Senior Loan (as
amended, restated, modified or supplemented, the “Senior GERI Guaranty”), (ii) that certain
Guaranty of Payment dated December 28, 2005 made by Anthony W. Thompson, an individual
(“Thompson”), in favor of Lender with respect to the Senior Loan (as amended, restated, modified or
supplemented, the “Senior Thompson Guaranty”), and (iii) that certain Guaranty (Securities Laws)
dated December 28, 2005 made by GERI in favor of Lender with respect to the Senior Loan (the
“Senior Securities Guaranty”); the Senior GERI Guaranty was later replaced by that certain Guaranty
of Payment dated as of February 26, 2009 made by NNN Realty Advisors in favor of Lender with
respect to the Senior Loan (as amended, restated, modified or supplemented, the “Senior NNN
Guaranty”);



WHEREAS, the Mezzanine Loan was further secured and evidenced by certain other Loan Documents
(as defined in the Mezzanine Deed of Trust), including, without limitation, (i) that certain
Guaranty of Payment dated December 28, 2005 made by GERI in favor of Lender with respect to the
Mezzanine Loan (as amended, restated, modified or supplemented, the “Junior GERI Guaranty”), (ii)
that certain Guaranty of Payment dated December 28, 2005 made by Thompson, in favor of Lender with
respect to the Mezzanine Loan (as amended, restated, modified or supplemented, the “Junior Thompson
Guaranty”), and (iii) that certain Guaranty (Securities Laws) dated December 28, 2005 made by GERI
in favor of Lender with respect to the Mezzanine Loan (the “Junior Securities Guaranty”); the
Junior GERI Guaranty was later replaced by that certain Guaranty of Payment dated as of April 2009
made by NNN Realty Advisors in favor of Lender with respect to the Mezzanine Loan (as amended,
restated, modified or supplemented, the “Junior NNN Guaranty”); and



WHEREAS, Borrower, Guarantors and Lender have agreed to amend certain provisions of the Notes
and the Loan Documents, all as hereinafter set forth.



NOW, THEREFORE, for and in consideration of the recitals set forth above and made a part
hereof, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower, Guarantors and Lender do hereby agree as follows:



AGREEMENT:




1. Maturity Date. Subject to the terms and conditions contained in this Amendment,
the Maturity Date is hereby extended until January 15, 2011. The definition of “Maturity Date” in
the Loan Documents, and any and all references in the Loan Documents to the Maturity Date or the
maturity of the Loan (as defined herein), shall be deemed to mean January 15, 2011.



2. Initial Principal Paydown. Simultaneously with the execution and delivery of this
Amendment, Borrower shall pay to Lender the amount of Eight Hundred Thousand and No/100 Dollars
($800,000.00) in immediately available good U.S. funds as a repayment of the principal balance of
the Senior Loan (the “Initial Paydown”). Borrower shall have the right, subject to the terms of
this Amendment and the Amended and Restated Note (as defined below), to re-borrow, pursuant to one
or more draws (but, in all events, not on a revolving basis), the amount of the Initial Paydown
solely for purposes of the payment of tenant improvements and/or leasing commissions that are
approved in advance by Lender in Lender’s sole discretion. Notwithstanding anything to the
contrary in the Loan Documents, Lender agrees that there shall be no penalty of any kind against
Borrower for the payment by Borrower of the Initial Paydown, and Lender hereby waives any and all
prepayment fees and penalties to which Lender may be entitled under the Loan Documents solely as a
result of such payment of the Initial Paydown.



3. Loan Amount; Amended and Restated Note. Borrower and Guarantors agree and
acknowledge that, prior to giving effect to the terms of this Amendment, the outstanding principal
balance of the Senior Loan is $12,790,387.00 and the outstanding principal balance of the Mezzanine
Loan is $1,590,486.00. Effective as of the date of this Amendment, the parties hereto agree that
the outstanding principal balance of the Senior Loan shall be increased by the amount of the
outstanding principal balance of the Mezzanine Loan, such that the amount of the Senior Loan is
increased to Fourteen Million Three Hundred Eighty Thousand Eight Hundred Seventy-Three and 20/100
Dollars ($14,380,873.20) (the “New Loan Amount”). To evidence the New Loan Amount, and as an
amendment to and restatement of the Senior Note, concurrently herewith Borrower shall execute and
deliver to Lender an Amended and Restated Promissory Note in the original principal amount of
$14,380,873.20 (the “Amended and Restated Note”). All references in the Loan Documents to the
“Loan” shall mean the Senior Loan in the New Loan Amount. All references in the Loan Documents to
the “Note” shall be deemed to mean the Amended and Restated Note for all purposes. The Mezzanine
Note, shall be deemed to be replaced by the Amended and Restated Note and, from and after the date
hereof, the Mezzanine Note and the other Loan Documents (as defined in the Mezzanine Deed of Trust)
shall be automatically terminated and null and void and of no force or effect. Lender agrees that
no further action shall be required on the part of Lender, Borrower or Guarantors in order to
effectuate the foregoing termination; however, Lender covenants and agrees to (i) record a release
of Lender’s lien of the Junior Deed of Trust (using Lender’s standard form of release) and (ii)
file UCC-3 termination statements with respect to any financing statements filed by Lender that
relate solely to the Mezzanine Loan.



4. Debt Service Coverage Ratio. Pursuant to Section 17 of the Amended and Restated
Note, Borrower is required to maintain a Minimum Debt Service Coverage of 1.00. Notwithstanding
anything to the contrary set forth in the Amended and Restated Note, Lender covenants and agrees to
forbear from exercising any rights and remedies available to Lender on account of Borrower failing
to achieve a Debt Service Coverage equal to or greater than the Minimum Debt Service Coverage for
the period commencing on the date of this Amendment and continuing through June 30, 2010. For
purposes of this Section, the terms “Minimum Debt Service” and “Debt Service Coverage” shall have
the meanings ascribed to them in the Amended and Restated Note. Lender also agrees to waive any
failure by Borrower, during the period of June 30, 2009 through June 30, 2010, to maintain the
Minimum Debt Service Coverage (as defined in the Senior Note) required by the Senior Note.



5. Estoppels and SNDAs. Borrower covenants and agrees to deliver to Lender, not
later than ninety (90) days after the date hereof, (a) a tenant estoppel certificate in the form of
Exhibit B attached hereto with respect to all leases at the Premises and (b) a
subordination, non-disturbance and attornment agreement in the form of Exhibit C attached
hereto with respect to each lease at the Property (i) pursuant to which the tenant thereunder
leases 10,000 square feet or more, (ii) with Trailblazer Health Enterprises and (iii) with Trinity
Universal Insurance (collectively, the “Required Estoppels and SNDAs”), which Required Estoppels
and SNDAs shall not indicate any terms that are inconsistent with the terms of the underlying
leases, as the same may be amended, and shall be in form and substance reasonably acceptable to
Lender. Borrower’s failure to duly and timely deliver to Lender the Required Estoppels and SNDAs
shall constitute an Event of Default under the Loan Documents.



6. Amendment and Reaffirmation of Senior Securities Guaranty. Without limitation of
the other terms of this Amendment, the parties hereto agree that the Senior Securities Guaranty is
hereby amended as follows: (a) the Loan shall mean the $14,380,873.20 loan described herein and
(b) each of the Loan Documents defined or referenced therein shall mean such Loan Documents, as the
same may be amended, restated, modified or supplemented. Further, GERI hereby agrees that: (i) its
duties, liabilities, and obligations under the Senior Securities Guaranty, as amended hereby, are
hereby reaffirmed and shall not in any manner be discharged, impaired, or released by execution and
delivery of this Amendment or the Senior Deed of Trust Amendment (as hereinafter defined) (or any
other amendment or modification executed or delivered prior to the date hereof); and (ii) the
Senior Securities Guaranty, as amended hereby, is hereby reaffirmed and shall be and remain in full
force and effect in accordance with all of its terms.



7. Amendment and Reaffirmation of Senior NNN Guaranty. Without limitation of the
other terms of this Amendment, the parties hereto agree that the Senior NNN Guaranty is hereby
amended as follows: (a) the Loan shall mean the $14,380,873.20 loan described herein, (b) each of
the Loan Documents defined or referenced therein shall mean such Loan Documents, as the same may be
amended, restated, modified or supplemented, and (c) the Principal Guaranty Obligations set forth
in Section 1 of the Senior NNN Guaranty is hereby increased from Four Million Five Hundred Fifty
Thousand and No/100 Dollars ($4,550,000.00) to Eight Million and No/100 Dollars ($8,000,000.00).
Further, NNN hereby agrees that: (i) its duties, liabilities, and obligations under the Senior NNN
Guaranty, as amended hereby, are hereby reaffirmed and shall not in any manner be discharged,
impaired, or released by execution and delivery of this Amendment or the Senior Deed of Trust
Amendment (or any other amendment or modification executed or delivered prior to the date hereof);
and (ii) the Senior NNN Guaranty, as amended hereby, is hereby reaffirmed and shall be and remain
in full force and effect in accordance with all of its terms. Notwithstanding anything to the
contrary set forth in the Senior NNN Guaranty, for the period of June 30, 2009 through June 30,
2010, Lender covenants and agrees to forbear from exercising any rights and remedies available to
Lender with respect to Section 16(a) of the Senior NNN Guaranty.



8. Lease Termination Fees. Notwithstanding anything to the contrary contained in the
Loan Documents, from and after the date of this Amendment, Borrower shall promptly deliver (or
cause to be delivered) to Lender any and all termination fees (collectively, “Lease Termination
Fees”) received by Borrower or any of its affiliates in connection with the termination of any
Leases (as defined in the Senior Deed of Trust), which Lease Termination Fees shall be applied
against, and reduce, the outstanding principal balance of the Senior Loan. Without limitation of
the foregoing, Borrower shall use reasonable efforts to cause all such Lease Termination Fees to be
payable to Lender.



9. Conditions. As a condition precedent to the effectiveness of this Amendment and
Lender’s obligations hereunder, each of the following conditions precedent shall have been
satisfied (as determined by Lender in its sole and absolute discretion) as of the effective date of
this Amendment:




9.1 Borrower shall have delivered to Lender the following items, each satisfactory in
form and substance to Lender, in its sole and absolute discretion, and each dated as of the
date hereof unless otherwise specified:




9.1.1 An original of this Amendment duly executed by Borrower and each
Guarantor;




9.1.2 An original of the Amended and Restated Note executed by Borrower;




9.1.3 An amendment to the Senior Deed of Trust (the “Senior Deed of Trust
Amendment”), executed and notarized by Borrower;




9.1.4 A current Certificate of Fact issued by the Virginia Secretary of State
with respect to GERI;




9.1.5 A current Good Standing Certificate issued by the Delaware Secretary of
State with respect to each of the entities comprising Borrower (other than NNN
Executive Center II and III 2003, LP) and with respect to NNN Realty Advisors;




9.1.6 A current Certificate of Existence issued by the Texas Secretary of State
with respect to NNN Executive Center II and III 2003, LP;




9.1.7 Certified copies of each Borrower’s (other than NNN Executive Center II
and III 2003, LP) and GERI’s Certificate of Formation and Operating Agreement,
certified copies of the Certificate of Formation and Limited Partnership Agreement of
NNN Executive Center II and III 2003, LP, and certified copies of NNN Realty
Advisors’ Articles of Incorporation and Bylaws;




9.1.8 Such other limited liability company, partnership or corporate documents
as Lender may reasonably request, including without limitation, certified resolutions
of Borrower and each Guarantor authorizing the transactions contemplated hereby;




9.1.9 A loan policy of title insurance issued by Chicago Title Insurance Company
in the amount of the New Loan Amount, indicating that the Senior Deed of Trust is in
a first priority lien position and otherwise in form and substance, and including
such endorsements as Lender shall require, acceptable to Lender in its sole and
absolute discretion (the “New Loan Policy”);




9.1.10 An opinion of counsel for Borrower and each Guarantor regarding due
authority, execution, delivery and enforceability and otherwise in form and substance
acceptable to Lender; and




9.1.11 Such other documents and instruments as Lender may reasonably request.




9.2 The representations and warranties set forth in this Amendment and all of the other
Loan Documents are true and correct in all respects, as of the date hereof.




9.3 The Borrower shall have paid to Lender the amount of Twenty Thousand and No/100
Dollars ($20,000.00) in immediately available good U.S. funds, which amount shall be applied
against the principal balance of the Senior Loan (as shall be separate and distinct from the
Initial Paydown).




9.4 The Borrower shall have paid to Lender an extension and modification fee in the
amount of One Hundred Forty Five Thousand and No/100 Dollars ($145,000.00) (the “Extension
Fee”), which Extension Fee shall be deemed fully earned, payable and non-refundable upon the
execution and delivery of this Amendment.




9.5 As of the date hereof, except for (i) the failure of Borrower, during the period of
June 30, 2009 through June 30, 2010, to maintain the Minimum Debt Service Coverage required
by the Senior Note (which Lender has waived pursuant to Section 4 of this Amendment) and
(ii) any failure on the part of NNN Realty Advisors, during the period of June 30, 2009
through June 30, 2010, to comply with Section 16(a) of the Senior NNN Guaranty (which Lender
has waived pursuant to Section 7 of this Amendment), there shall not have been an Event of
Default (as defined in the Loan Documents) and there exists no state of facts that, with
notice or the passage of time, or both, could ripen into a default on the Borrower under any
of the Loan Documents.



The parties hereby agree that this Amendment will not be binding upon or enforceable against
Lender until such time as each of the conditions precedent set forth above has been satisfied in
Lender’s sole and absolute determination.



10. Miscellaneous Costs. Borrower agrees to pay all title, recording, filing,
reasonable legal and other expenses incurred by Lender or otherwise in connection with this
Amendment and the Senior Deed of Trust Amendment and all other documents or instruments
contemplated hereby or thereby, including, without limitation, the premium and endorsements for the
New Loan Policy. Borrower also agrees to pay any mortgage, transfer, intangible or other such tax
payable in connection with this Amendment and/or the Senior Deed of Trust Amendment, and Borrower
shall indemnify, defend and hold Lender and its affiliates harmless from and against any and all
losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs,
judgments, suits, proceedings, damages, disbursements or expenses of any kind or nature whatsoever
(including, without limitation, attorneys’ fees and expenses), which may at any time be either
directly or indirectly imposed upon, incurred by or asserted or awarded against Lender or any of
its affiliates in connection with, arising from or relating to a failure by Borrower to timely pay
any such amounts. In the event Lender institutes legal proceedings in connection with this
Amendment and Lender is the prevailing party in such proceedings, Lender shall be entitled to
recover from Borrower the costs and expenses incurred in connection therewith, including, without
limitation, court costs and litigation expenses, including without limitation, deposition costs,
witness fees, transcript fees, and reasonable attorneys’ fees.



11. Amendments to Loan Documents. The parties hereto agree that:




11.1 The term “Loan,” as used in the Loan Documents shall mean the Senior Loan, as
amended by this Amendment;




11.2 The term “Maturity Date,” as used in the Loan Documents shall mean such Maturity
Date, as amended by this Amendment;




11.3 The term “Note,” as used in any of the Loan Documents shall mean the Amended and
Restated Note;




11.4 The term “Deed of Trust,” as used in any of the Loan Documents shall mean the
Senior Deed of Trust, as amended by this Amendment and the Senior Deed of Trust Amendment;




11.5 The term “Guaranties” and each reference to a Guaranty shall mean the Senior
Thompson Guaranty, the Senior Securities Guaranty and the Senior NNN Guaranty, each as
amended by this Amendment;




11.6 The term “Loan Documents” and each reference to each of such Loan Documents as
used in the Amended and Restated Note and any of such Loan Documents shall mean the Loan
Documents (as defined in the Senior Deed of Trust), as amended by this Amendment and the
Senior Deed of Trust Amendment. This Amendment and the Senior Deed of Trust Amendment shall
be deemed “Loan Documents” for all purposes.




11.7 Section 15 of the Certificate of Representations, Warranties and Covenants is
hereby deleted in its entirety.



12. Representations and Warranties. Each of Borrower and each Guarantor hereby
represents, warrants and covenants to and with Lender that:




12.1 The Loan Documents are in full force and effect and have not been modified,
amended or changed, except as expressly provided in this Amendment or the Senior Deed of
Trust Amendment;




12.2 As of the date hereof, there are no charges, liens, claims, defenses or setoffs in
favor of Borrower under any of the Loan Documents, including, without limitation, any
charges, liens, claims, defenses or setoffs under or against the validity and enforceability
of any of the Loan Documents in accordance with their respective terms;




12.3 All of the representations and warranties of Borrower set forth in the Loan
Documents, as any of such Loan Documents may be modified by this Amendment, are complete and
correct as of the date hereof; and




12.4 As of the date hereof, except for (i) the failure of Borrower, during the period
of June 30, 2009 through June 30, 2010, to maintain the Minimum Debt Service Coverage
required by the Senior Note (which Lender has waived pursuant to Section 4 of this
Amendment) and (ii) any failure on the part of NNN Realty Advisors, during the period of
June 30, 2009 through June 30, 2010, to comply with Section 16(a) of the Senior NNN Guaranty
(which Lender has waived pursuant to Section 7 of this Amendment), there is no uncured Event
of Default and, there exists no state of facts that, with notice or the passage of time, or
both, could ripen into a default on the part of Borrower under any of the Loan Documents.



13. Ratification. Each of Borrower and each Guarantor hereby ratifies, acknowledges
and agrees that the Loan Documents (as modified hereby) represent valid, binding, and enforceable
obligations of Borrower or Guarantor, as applicable. Each of Borrower and Guarantor respectively
represents and warrants that all of the representations and warranties of Borrower or Guarantor, as
applicable, set forth in this Amendment and the other Loan Documents (as modified hereby) are
complete and correct as of the date hereof. Each of Borrower and Guarantor hereby respectively
reaffirms to Lender each of the representations, warranties, covenants and agreements of Borrower
or Guarantor, as applicable, set forth in the Loan Documents (as modified by this Amendment) with
the same force and effect as if each were separately stated herein and made as of the date hereof.
Each of Borrower and Guarantor, respectively, further acknowledges, represents, warrants and agrees
that there are and they have no existing claims, defenses, personal or otherwise, or rights of
setoff whatsoever with respect to any of the Loan Documents. Each of Borrower and Guarantor hereby
respectively agrees that this Amendment and all of the Loan Documents, as applicable, are in full
force and effect, and nothing herein contained shall be construed as modifying in any manner any of
the Loan Documents, except as may specifically be set forth herein, and nothing contained herein
shall be deemed to constitute a waiver by Lender of any default under any of the Loan Documents,
except as expressly set forth herein, it being the express intention of all parties to this
Agreement to preserve Lender’s rights and remedies with respect to any such defaults, whether such
rights and remedies are available under the Loan Documents, at law or in equity. Each of Borrower
and Guarantor respectively agrees that no invalidity or unenforceability of any of the Loan
Documents shall affect the validity or enforceability of this Amendment. Notwithstanding anything
set forth herein to the contrary, neither Borrower nor Guarantors is making any representation or
warranty as to the representations or warranties made by Anthony W. Thompson in the Loan Documents
or otherwise reaffirming any of such representations or warranties.



14. Release of Lender; No Defenses. As additional consideration for Lender’s entering
into this Amendment, except as to the obligations of Lender set forth in this Amendment, Borrower
and each Guarantor hereby irrevocably releases, discharges and acquits Lender, and each of its
affiliates, agents, officers, directors, shareholders, attorneys and employees, and their
respective successors and/or assigns, of and from all rights, claims, demands, obligations,
liabilities, causes of action, breaches, damages, costs and expenses of any kind whatsoever,
whether known or unknown, suspected or unsuspected, liquidated or unliquidated, whether heretofore
or now existing, whether based on contract, tort, breach of any duty or any other legal or
equitable theory of recovery (collectively, the “Potential Claims”) arising on or prior to the date
hereof, including, without limitation, any claims that in any way arise out of, are connected with
or relate, in any way, to the Loan Documents and the Mezzanine Loan Documents, or the transactions
contemplated by any of the foregoing. The Potential Claims described herein are not limited to
matters known or disclosed. Borrower and each Guarantor each acknowledges and agrees that as of the
date hereof, it has no defenses of any nature whatsoever to the enforcement of any or all of the
Loan Documents, and that it has no claims, counterclaims or offsets whatsoever against Lender in
respect of the matters described in the Loan Documents, or which could be asserted against Lender,
by reason of any act, conduct or omission of Lender, nor shall this Amendment give rise to any such
defenses, claims, counterclaims or offsets.



15. No Waiver of Rights Under Loan Documents. No delay or failure by Lender to
exercise any of its rights or remedies under any or all of the Loan Documents shall be deemed to
constitute, nor, except as specifically and expressly set forth in this Amendment, is it intended
to constitute, a waiver of any kind or nature with respect to any matter whatsoever under any or
all of the Loan Documents or a waiver of Lender’s rights to pursue any and all of its rights and
remedies under the Loan Documents at any time without further notice to the Borrower or any
Guarantor with respect to any matter whatsoever, including, without limitation, under the Senior
Thompson Guaranty and Thompson is expressly not released by this Amendment or any document executed
and delivered in connection herewith. Further, no failure by Lender to exercise, or delay by
Lender in exercising, any right, power or privilege under the Loan Documents or otherwise shall
operate as a waiver thereof, nor shall any single or partial exercise of any right, power or
privilege under the Loan Documents or otherwise preclude any other or future exercise thereof, or
the exercise of any other right, power or privilege, nor shall any provision of this Amendment be
deemed to amend, modify, supplement, extend, delay, renew, terminate, waive, release or otherwise
limit or prejudice Lender’s rights and remedies or the Borrower’s obligations under the Loan
Documents. Except as specifically and expressly set forth in this Amendment, Lender has not waived
any, and hereby expressly reserves all, rights and remedies of Lender, whether at law or in equity,
with respect to the Loan and the Loan Documents or any matter, event or circumstance relating
thereto.



16. Miscellaneous.




16.1 Assignment. This Amendment shall be binding upon and shall inure to the
benefit of the parties hereto, and their respective permitted successors, and assigns,
provided, however, that this Amendment may not be assigned by Borrower without the prior
express written consent of Lender.




16.2 Governing Law. This Amendment shall be construed under and interpreted in
accordance with and governed by the laws of the State of Illinois without regard to the
conflicts of law provisions thereof.




16.3 Complete Agreement. This Amendment replaces any prior oral agreement
between the parties, and any such prior oral agreement shall be of no force or effect. The
provisions of this Amendment may only be amended by a subsequent instrument in writing
clearly purporting to effect such amendment and signed by both parties.




16.4 Waiver. The failure of a party hereto to enforce, or the delay by a party
hereto to enforce, any of its rights under this Amendment shall not be deemed a continuing
waiver or a modification by such party of any of its rights under this Amendment and any
party may, within the time provided by the applicable law, commence appropriate proceedings
to enforce any or all of its rights under this Amendment and any prior failure to enforce or
delay in enforcement shall not constitute a defense.




16.5 Partial Invalidity. In the event that any provision of this Amendment
shall be found invalid or unenforceable, in whole or in part, by a court of competent
jurisdiction or an arbitration tribunal, such provision shall be limited to the minimum
extent necessary to render the same valid and enforceable, or shall be excised from this
Amendment, as circumstances may require, and this Amendment shall be construed as if said
provision had been incorporated herein as so limited, or as if said provision had not been
included herein, as the case may be, and enforced to the maximum extent permitted by law.




16.6 Construction. Whenever used in this Amendment, the singular shall be
construed to include the plural and vice versa, where applicable, and the use of the
masculine, feminine or neuter gender shall include the other genders. The subject matter
and language of this Amendment has been the subject of negotiations between the parties and
their respective counsel, and this Amendment has been jointly prepared by their respective
counsel. Accordingly, this Amendment shall not be construed against any party on the basis
that this Amendment was drafted by such party or its counsel. Headings of section and
subsections are for convenience of reference only, and shall not be construed as a part of
this Amendment, or as limiting or defining the scope of any term or provision hereof.




16.7 Time is of the Essence. It is expressly agreed by the parties hereto that
time is of the essence with respect to this Amendment.




16.8 Waiver of Jury Trial. BORROWER AND LENDER, HAVING BEEN REPRESENTED BY
COUNSEL, EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS, REGARDLESS OF WHETHER SUCH ACTION SOUNDS IN
CONTRACT, TORT OR OTHERWISE (a) UNDER THIS AMENDMENT OR ANY RELATED AGREEMENT OR UNDER ANY
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE
DELIVERED IN CONNECTION WITH THIS AMENDMENT OR (b) ARISING FROM ANY BANKING RELATIONSHIP
EXISTING IN CONNECTION WITH THIS AMENDMENT, AND AGREE THAT ANY SUCH ACTION OR PROCEEDING
WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. BORROWER AGREES THAT IT WILL NOT ASSERT
ANY CLAIM AGAINST LENDER ON ANY THEORY OF LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL,
INCIDENTAL OR PUNITIVE DAMAGES.




16.9 Counterparts. This Amendment may be executed in one or more counterparts,
and by each of the parties on separate counterparts, all of which, when taken together,
shall constitute one original agreement.




16.10 Incorporation of Recitals. The recitals set forth above are true and
correct and incorporated herein.




16.11 Signatures. This Amendment is fully binding on Borrower and each
Guarantor whose signature is indicated below, notwithstanding the fact that this Amendment
may have been signed by less than all of the obligors under the Loan Documents, and the fact
that not all of the obligors under the Loan Documents have signed this Amendment shall not
be used as a defense to enforcement of this Amendment or any other Loan Documents against
Borrower and each Guarantor.




16.12 Authority. Lender represents and warrants to Borrower that it is the
sole holder of the Senior Note and Mezzanine Note, that Lender has full legal right, power
and authority to enter into and perform this Amendment, and that the officer, agent or other
representative executing this Amendment on behalf of Lender has the full right and authority
to fully commit and bind it to this Amendment. Borrower and each Guarantor represents that
it has full legal right, power and authority to enter into and perform this Amendment, and
that the officer, agent or other representative executing this Amendment on behalf of
Borrower or Guarantor, as the case may be, has the full right and authority to fully commit
and bind it to this Amendment.



16.13 Financing Statements. Lender shall have the right to file any amendments to
existing financing statements or any new financing statements that are necessary, in Lender’s
reasonable judgment, to perfect or continue the perfection of Lender’s security interest in the
Property.



[Signature Pages to Follow]




IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the day
and year first above written.



	 	 	 
	BORROWER:
	 	See Schedule 1 attached hereto and incorporated herein

by reference and made a part hereof

	 	 	 

	GERI:
	 	GRUBB & ELLIS REALTY INVESTORS, LLC, a Virginia limited

liability company, f/k/a TRIPLE NET PROPERTIES, LLC

By: /s/ Jeffrey T. Hanson

	 	 	 

	 	 	Name: Jeffrey T. Hanson

	 	 	 

	 	 	Its: Chief Investment Officer

	 
	 	 

	NNN REALTY ADVISORS:
	 	NNN REALTY ADVISORS, INC., a Delaware corporation

By: /s/ Jeffrey T. Hanson

	 	 	 

	 	 	Name: Jeffrey T. Hanson

	 	 	 

	 	 	Its: Chief Investment Officer

	 
	 	 

	LENDER:
	 	BANK OF AMERICA, N.A., a national banking association,

successor by merger to LaSalle Bank National Association

By: /s/Christopher Thangaraj

	 	 	 

	 	 	Name: Christopher Thangaraj

	 	 	 

	 	 	Its: VP

	 
	 	 







SCHEDULE 1




Borrower Signatures




	 	 	 
	BORROWER:
	 	NNN Executive Center, LLC, a Delaware limited liability company

By: Grubb & Ellis Realty Investors, LLC,

a Virginia limited liability company, f/k/a

Triple Net Properties, LLC

Its: Manager

By: /s/ Jeffrey T. Hanson

	 	 	 

	 	 	Name: Jeffrey T. Hanson

	 	 	 

	 	 	Its: Chief Investment Officer

	 
	 	 

	 	 	NNN Executive Center 1, LLC, a Delaware limited liability company

By: Grubb & Ellis Realty Investors, LLC,

a Virginia limited liability company, f/k/a

Triple Net Properties, LLC,

Its: Vice President

By: /s/ Jeffrey T. Hanson

	 	 	 

	 	 	Name: Jeffrey T. Hanson

	 	 	 

	 	 	Its: Chief Investment Officer

	 	 	 

	 	 	NNN Executive Center 2, LLC, a Delaware limited liability company

By: Grubb & Ellis Realty Investors, LLC,

a Virginia limited liability company, f/k/a

Triple Net Properties, LLC,

Its: Vice President

By: /s/ Jeffrey T. Hanson

	 	 	 

	 	 	Name: Jeffrey T. Hanson

	 	 	 

	 	 	Its: Chief Investment Officer

	 	 	 







1




2




	 	 	 
	NNN Executive Center 3, LLC, a Delaware limited liability company
	By: Grubb & Ellis Realty Investors, LLC,
	a Virginia limited liability company, f/k/a
	Triple Net Properties, LLC,
	Its:	 	Vice President
	By: /s/ Jeffrey T. Hanson
	Name: Jeffrey T. Hanson
	Its: Chief Investment Officer
	NNN Executive Center 4, LLC, a Delaware limited liability company
	By: Grubb & Ellis Realty Investors, LLC,
	a Virginia limited liability company, f/k/a
	Triple Net Properties, LLC,
	Its:	 	Vice President
	By: /s/ Jeffrey T. Hanson
	Name: Jeffrey T. Hanson
	Its: Chief Investment Officer
	NNN Executive Center 5, LLC, a Delaware limited liability company
	By: Grubb & Ellis Realty Investors, LLC,
	a Virginia limited liability company, f/k/a
	Triple Net Properties, LLC,
	Its:	 	Vice President
	By: /s/ Jeffrey T. Hanson
	Name: Jeffrey T. Hanson
	Its: Chief Investment Officer





3




	 	 	 
	NNN Executive Center 6, LLC, a Delaware limited liability company
	By: Grubb & Ellis Realty Investors, LLC,
	a Virginia limited liability company, f/k/a
	Triple Net Properties, LLC,
	Its:	 	Vice President
	By: /s/ Jeffrey T. Hanson
	Name: Jeffrey T. Hanson
	Its: Chief Investment Officer
	NNN Executive Center 7, LLC, a Delaware limited liability company
	By: Grubb & Ellis Realty Investors, LLC,
	a Virginia limited liability company, f/k/a
	Triple Net Properties, LLC,
	Its:	 	Vice President
	By: /s/ Jeffrey T. Hanson
	Name: Jeffrey T. Hanson
	Its: Chief Investment Officer
	NNN Executive Center 8, LLC, a Delaware limited liability company
	By: Grubb & Ellis Realty Investors, LLC,
	a Virginia limited liability company, f/k/a
	Triple Net Properties, LLC,
	Its:	 	Vice President
	By: /s/ Jeffrey T. Hanson
	Name: Jeffrey T. Hanson
	Its: Chief Investment Officer
	NNN Executive Center 9, LLC, a Delaware limited liability company
	By: Grubb & Ellis Realty Investors, LLC,
	a Virginia limited liability company, f/k/a
	Triple Net Properties, LLC,
	Its:	 	Vice President
	By: /s/ Jeffrey T. Hanson
	Name: Jeffrey T. Hanson
	Its: Chief Investment Officer
	NNN Executive Center 10, LLC, a Delaware limited liability company
	By: Grubb & Ellis Realty Investors, LLC,
	a Virginia limited liability company, f/k/a
	Triple Net Properties, LLC,
	Its:	 	Vice President
	By: /s/ Jeffrey T. Hanson
	Name: Jeffrey T. Hanson
	Its: Chief Investment Officer
	NNN Executive Center 11, LLC, a Delaware limited liability company
	By: Grubb & Ellis Realty Investors, LLC,
	a Virginia limited liability company, f/k/a
	Triple Net Properties, LLC,
	Its:	 	Vice President
	By: /s/ Jeffrey T. Hanson
	Name: Jeffrey T. Hanson
	Its: Chief Investment Officer





	 	 	 
	NNN Executive Center 12, LLC, a Delaware limited liability company
	By: Grubb & Ellis Realty Investors, LLC,
	a Virginia limited liability company, f/k/a
	Triple Net Properties, LLC,
	Its:	 	Vice President
	By: /s/ Jeffrey T. Hanson
	Name: Jeffrey T. Hanson
	Its: Chief Investment Officer
	NNN Executive Center 13, LLC, a Delaware limited liability company
	By: Grubb & Ellis Realty Investors, LLC,
	a Virginia limited liability company, f/k/a
	Triple Net Properties, LLC,
	Its:	 	Vice President
	By: /s/ Jeffrey T. Hanson
	Name: Jeffrey T. Hanson
	Its: Chief Investment Officer
	NNN Executive Center 15, LLC, a Delaware limited liability company
	By: Grubb & Ellis Realty Investors, LLC,
	a Virginia limited liability company, f/k/a
	Triple Net Properties, LLC,
	Its:	 	Vice President
	By: /s/ Jeffrey T. Hanson
	Name: Jeffrey T. Hanson
	Its: Chief Investment Officer
	NNN Executive Center 16, LLC, a Delaware limited liability company
	By: Grubb & Ellis Realty Investors, LLC,
	a Virginia limited liability company, f/k/a
	Triple Net Properties, LLC,
	Its:	 	Vice President
	By: /s/ Jeffrey T. Hanson
	Name: Jeffrey T. Hanson
	Its: Chief Investment Officer
	NNN Executive Center II and III 2003, LP, a Texas limited partnership
	By: NNN Executive Center II and III 2003 GP, LLC, a Delaware limited liability
	company, its sole general partner
	By: Grubb & Ellis Realty Investors, LLC,
	a Virginia limited liability company, f/k/a
	Triple Net Properties, LLC
	Its:	 	Manager
	By: /s/ Jeffrey T. Hanson
	Name: Jeffrey T. Hanson
	Its: Chief Investment Officer





	 	 	 	 	 
	STATE OF CALIFORNIA

COUNTY OF ORANGE

	 	)

)
	 	

) SS.









On February 3, 2010, before me, P.C. Han, Notary Public, personally appeared Jeffrey T.
Hanson, who proved to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument in person, or the entity upon
behalf of which person acted, executed the instrument.



I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.



WITNESS my hand and official seal.



Signature /s/ P.C. Han (Seal)



My Commission Expires:


June 25, 2011



	 	 	 
	STATE OF Illinois

COUNTY OF Cook

	 	)

) SS.

)






I, the undersigned, a Notary Public in and for said County, in the State aforesaid, DO HEREBY
CERTIFY that Christopher Thangaraj, who is personally known to me to be the same person
whose name is subscribed to the foregoing instrument as VP appeared before me this day in
person and acknowledged that he signed and delivered said instrument as his own free and voluntary
act and as the free and voluntary act of said entity/entities for the uses and purposes therein set
forth.



GIVEN under my hand and Notarial Seal this 4 day of February, 2010.



/s/ Dallas Witt



Notary Public



My Commission Expires: 5/1/12




4