exv10w3



 







Exhibit 10.3




SECOND AMENDMENT

TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY

AND ESCROW INSTRUCTIONS




     THIS SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW
INSTRUCTIONS (this “Second Amendment”) is made and entered into as of July 7, 2006 by and between
GREIT – 525 AND 600 B STREET, LP, a Virginia limited partnership (“Seller”), and LEGACY PARTNERS
REALTY FUND II, LLC, a Delaware limited liability company (“Buyer”).



WITNESSETH:




     WHEREAS, the parties entered into a Agreement for Purchase and Sale of Real Property and
Escrow Instructions dated May 11, 2006 (as it has been amended, the “Agreement”) for sale of
property located at 600 B Street, San Diego (“Property”), and



     WHEREAS, the parties desire to modify the Agreement as set forth herein;



     NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



     1. Section 7.2.1 of the Agreement is hereby modified by deleting the phrase “the date which is
twenty (20) business days following the expiration of the Inspection Period” and replacing it with
“July 18, 2006”.



     2. Exhibit I is hereby modified to include as Personal Property the following, to the extent
owned by Seller:



     (a) Access control system (including software and computers), building office furniture,
fixtures and equipment, including six PC’s, printers, file cabinets, desks, chairs, a large
conference room table, black leather chairs, various artwork, microwave; (b) engineering furniture,
tools, and hydraulic man lift; (c) lobby furniture, including leather chairs; (d) engineer and
parking break room furniture; (e) engineer locker room includes lockers and benches; (f) furniture,
file boxes, computer equipment, building doors and light fixtures located in storerooms.



     3. This Amendment may be executed in any number of counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument. This
Amendment may be executed and delivered by facsimile signature. In the event of any conflict or
inconsistency between the terms of this Amendment and the terms of the Agreement, the terms of this
Amendment shall govern and control. Except as expressly amended hereby, the Agreement is in full
force and effect and the terms and conditions thereof are ratified and reaffirmed in their
entirety.



 









 




IN WITNESS WHEREOF, Seller and Buyer have executed this Second Amendment as of the date referenced
above.




SELLER:




GREIT — 525 AND 600 B STREET, LP,

a Virginia limited partnership




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	GREIT - 525 and 600 B Street GP, LLC,	 	 
	 	 	 	 	a Virginia limited liability company	 	 
	 	 	Its:	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	G REIT, L.P.,	 	 
	 	 	 	 	 	 	a Virginia limited partnership,	 	 
	 	 	 	 	Its:	 	sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	G REIT, Inc.,	 	 
	 	 	 	 	 	 	 	 	a Maryland corporation,	 	 
	 	 	 	 	 	 	Its:	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	/s/ Andrea R. Biller	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 	Andrea R. Biller	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	Executive Vice President	 	 






 









 






BUYER:




LEGACY PARTNERS REALTY FUND II, LLC,

a Delaware limited liability company




	 	 	 	 	 	 	 
	By:	 	Legacy Partners Investment Management Services, LLC	 	 
	 	 	a Delaware limited liability company	 	 
	Its:	 	Managing Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert F. Phipps	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert F. Phipps	 	 
	 

	 	Title:
	 	V. P.