exv10w2



 






Exhibit 10.2




FIRST AMENDMENT TO

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY

AND ESCROW INSTRUCTIONS




          THIS FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND
SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (this “First
Amendment”) is made and entered into as of June 9, 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”).




RECITALS




          A. Seller and Buyer have entered into that certain Agreement for Purchase
and Sale of Real Property and Escrow Instructions dated as of May 11, 2006 (the “Agreement”),
with respect to that certain real property located at 600 B Street, in the City and County of San
Diego, State of California, and more particularly described in the Agreement.




          B. The parties hereto desire to amend the Agreement as set forth below.




AGREEMENT




          NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Seller and Buyer agree as follows:




          1. Defined Terms. Initially capitalized terms used in this First Amendment
and not otherwise defined in this First Amendment shall have the meanings provided for such
terms in the Agreement.




          2. Purchase Price. The Purchase Price set forth in Section 2 of the
Agreement is hereby reduced to Ninety Five Million Five Hundred Thousand Dollars
($95,500,000).




          3. Deposit. The Additional Deposit set forth in Section 2.1.3 of the
Agreement is hereby increased by the sum of Two Hundred Fifty Thousand Dollars
($250,000.00), to equal One Million Seven Hundred Fifty Thousand Dollars ($1,750,000.00).
Notwithstanding anything to the contrary in the Agreement and provided that this First
Amendment has been executed and delivered by Seller and Buyer, Buyer hereby agrees to
deposit the Additional Deposit with Escrow Holder on June 12, 2006.




          4. Approval Notices. Buyer and Seller acknowledge that Buyer, has sent its
First Approval Notice and Second Approval Notice, and that the Deposit is now nonrefundable,
except as expressly provided in the Agreement.




          5. Contracts. The list of Contracts attached as Exhibit F to the Agreement is
hereby replaced with and superseded by the list of Contracts attached to this First Amendment.
Buyer will assume all Contracts disclosed on the list of Contracts attached to this First



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Amendment. Seller represents and warrants that the Contract with Ace Parking is currently a
month to month service contract and is terminable upon 30 days written notice. With respect to
the contract with Otis Elevator, Seller will notify Otis in writing and Otis will agree that
Buyer’s
assumption of this contract at Closing is conditioned upon the agreement of Buyer to pay Otis
under the contract on a monthly basis rather than annually.




          6. Tenant Improvement Obligation Credit. Pursuant to the terms of
Section 7.7.1(f) of the Agreement, Seller will give Buyer a credit at Closing for the
following
tenant improvement obligations, but only to the extent such obligations have not been paid prior
to Closing: (a) $780,525 for the City of San Diego; (b) $837,830 for the City of San Diego;
(c)
$4,680 for Henry Emecoff; (d) $72,920 for Embassy CES; (e) $54,366 for Akonix; (f) $5,000 for
Senator Barbara Boxer; and (g) $42,780 for Endeman, Lincoln. The foregoing list will be subject
to adjustment based upon information received prior to Closing, including through tenant
estoppels, and verification of amounts paid prior to Closing, all subject to and in accordance with
the terms of Section 7.7.l(f).




          7. Miscellaneous. It is acknowledged that there was a typographical error in
the Seller’s signature block to the Agreement which has been corrected in the signature block
below. Except to the extent expressly modified by this First Amendment, the Agreement
remains in full force and effect. To the extent of any inconsistency between this First
Amendment and the Agreement, the terms and conditions of this First Amendment shall control.
This First Amendment may be executed in multiple counterparts, all of which, taken together,
shall constitute one document. This First Amendment shall be deemed effective against a party
upon receipt by the other party (or its counsel) of a counterpart executed by facsimile.




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     IN WITNESS WHEREOF, Seller and Buyer have executed this First 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/ Scott D. Peters
 

	 	 
	 

	 	 	 	 
	 

	 	Name: 	 Scott D. Peters	 	 
	 

	 	 	 	 	 
	 

	 	Title: 	 CEO	 	 
	 

	 	 	 	 	 





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/ Rick Wada
	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





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