EX-10.3






This document was prepared by:



Barack Ferrazzano Kirschbaum & Nagelberg


200 W. Madison Street, Suite 3900


Chicago, Illinois 60606


Attn: Katherine S. Sprenger



THIRD MODIFICATION TO DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING




This Third Modification to Deed of Trust, Security Agreement and Fixture Filing (this “Deed of
Trust Amendment”) is made and entered into as of the 31st day of January, 2010 by and
between those entities listed on Schedule I attached hereto (collectively, “Grantor”),
whose address is 1551 N. Tustin Avenue, Suite 200, Santa Ana, California 92705, for the benefit of
BANK OF AMERICA, N.A., a national banking association, successor by merger to LaSalle Bank National
Association, its successors and assigns (“Beneficiary”), whose address is 135 South LaSalle Street,
Chicago, Illinois 60603.



RECITALS




WHEREAS, Grantor, by that certain Deed of Trust, Security Agreement and Fixture Filing dated
as of December 28, 2005 to J. Michael Pruitt, as trustee, for the benefit of Beneficiary, which was
recorded on January 9, 2006 in the Official Public Records of Real Property of Dallas County, Texas
(the “Records”) as Document 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, 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, recorded on January 6, 2010 in the Records as
Instrument Number 201000002931 (as amended, restated, modified or supplemented, the “Deed of
Trust”), granted, sold, conveyed, mortgaged, pledged and assigned unto Beneficiary certain real
property located in Dallas County, Texas, which is more particularly described on Exhibit A
attached hereto, which Deed of Trust secures Grantor’s obligations under a certain loan (the
“Loan”) in the original principal amount of $13,000,000.00 made by Beneficiary to Grantor;



WHEREAS, Grantor and Beneficiary have agreed to increase the amount of the Loan to
$14,380,873.20 and to make certain other modifications to the Loan Agreement, the Note and the
other Loan Documents (all as defined in the Deed of Trust), all as set forth in that certain
Amended and Restated Promissory Note of even date herewith made by Grantor to the order of Lender
in the principal amount of $14,380,873.20 (the “Amended and Restated Note”) and that certain Second
Amendment to Loan Documents of even date herewith by and between Grantor, Beneficiary, Grubb &
Ellis Realty Investors, LLC and NNN Realty Advisors, Inc., a Delaware corporation (the “Second
Amendment”), and Grantor and Beneficiary desire to execute and deliver this Deed of Trust Amendment
to reflect conforming changes in the Deed of Trust as specified herein;



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, the undersigned do hereby agree as follows:



1. Pursuant to the Amended and Restated Note and the Second Amendment, the maximum principal
amount of the Loan is being increased from $13,000,000.00 to $14,380,873.20. Any and all
references in the Deed of Trust to the “Loan” or the “Principal Amount,” including, without
limitation, the definition in the Defined Terms, shall mean the maximum principal amount of
$14,380,873.20.



2. Pursuant to the Amended and Restated Note and the Second Amendment, the maturity date of
the Loan is being extended from January 31, 2010 to January 15, 2011. Any and all references in
the Deed of Trust to the “Maturity Date,” including, without limitation, the definition in the
Defined Terms, shall mean January 15, 2011. Any and all references to the “Extended Maturity Date”
are hereby deleted.



3. The definition of Guarantors in the Defined Terms is hereby amended to include NNN Realty
Advisors, Inc., a Delaware corporation (“NNN Realty Advisors”), located at 1551 N. Tustin, Suite
200, Santa Ana, California 92705. Any and all references in the Deed of Trust to “Guarantors” or
a “Guarantor” shall be deemed to include NNN Realty Advisors.



4. For purposes of the Deed of Trust: (a) the term “Note” shall mean the Amended and Restated
Note, as same may be amended, restated, modified or supplemented; and (b) the term “Loan Documents”
(and each of such Loan Documents) shall mean the Loan Documents (and each of them), respectively,
each as amended by the Second Amendment and this Deed of Trust Amendment and shall include the
Amended and Restated Note.



5. Section 12(o) is hereby amended as follows:



a. The phrase “Except as listed on Exhibit C hereto” is hereby deleted in its
entirety.



b. Subsection (i) is hereby deleted in its entirety and replaced with the following:



“(i) there is no litigation, arbitration, condemnation proceeding or
other proceeding or governmental investigation pending or, to
Grantor’s knowledge, threatened against or relating to Grantor, any
Guarantor, or the Property which could reasonably be expected to
prevent Grantor or Guarantor from complying with its obligations
under the Loan, and there are no outstanding judgment(s) against or
relating to Grantor or any Guarantor which could reasonably be
expected to prevent Grantor or Guarantor from complying with its
obligations under the Loan.”



6. Except as expressly modified and amended hereby, the Deed of Trust shall continue in full
force and effect and, as thus modified and amended, is hereby ratified, confirmed and approved.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




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



Grantor Signatures




	 	 	 
	GRANTOR:
	 	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




4