EX-10.2






NINTH AMENDMENT TO




PURCHASE AND SALE AGREEMENT




THIS NINTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Ninth Amendment”) is made and
entered into as of March 2, 2007 by and between GREIT–ONE WORLD TRADE CENTER, L.P., a California
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 Purchase and Sale Agreement dated as of
August 17, 2006, as amended by that certain First Amendment to Purchase and Sale Agreement dated as
of September 21, 2006, that certain Second Amendment to Purchase and Sale Agreement dated as of
January 5, 2007 and that certain Third Amendment to Purchase and Sale Agreement dated as of January
19, 2007, that certain Fourth Amendment to Purchase and Sale Agreement dated as of January 26,
2007, that certain Fifth Amendment to Purchase and Sale Agreement dated as of January 31, 2007,
that certain Sixth Amendment to Purchase and Sale Agreement dated as of February 15, 2007, that
certain Seventh Amendment to Purchase and Sale Agreement dated as of February 22, 2007 and that
certain Eighth Amendment to Purchase and Sale Agreement dated as of February 28, 2007 (as amended,
the “Purchase Agreement”), with respect to that certain real property commonly known as One World
Trade Center, located in the County of Los Angeles, State of California, and more particularly
described in the Purchase Agreement.



B. The parties hereto desire to amend the Purchase Agreement to confirm certain matters 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 Ninth Amendment and not
otherwise defined in this Ninth Amendment shall have the meanings provided for such terms in the
Purchase Agreement.



2. Purchase Price Reduction. The Purchase Price set forth in Section 2 of the
Purchase Agreement is hereby reduced by the sum of One Million One Hundred Thousand Dollars
($1,100,000) to One Hundred Forty Eight Million Nine Hundred Thousand Dollars ($148,900,000).



3. Installation of Filtration System; Closing. It is acknowledged that prior to the
date hereof Seller has entered into that certain Short Form Construction Contract dated January 19,
2007 by and between Seller and Integral Engineering Services, Inc., as amended by that certain
Revision #1 dated February 21, 2007 (as amended, the “Filtration System Contract”) regarding the
installation of a certain water treatment and filtration system (“Filtration System”) that is
required to be installed at the Property to comply with the National Pollutant Discharge
Elimination System and Waste Discharge Elimination System (NPDES) Permit (the “Permit”) issued by
the California Regional Water Quality Control Board (“Water Board”). Seller and Buyer hereby agree
that, in addition to the conditions to Closing set forth in the Purchase Agreement, it shall be a
condition to Closing that (i) the installation of the Filtration System shall be complete; (ii) two
(2) rounds of effluent sampling in compliance with the Permit shall have been collected and
analyzed in compliance with the Water Board’s Monitoring and Reporting Program No. CI-9201
(contained within the Permit); and (iii) two (2) rounds of influent sampling shall have been
collected and analyzed and delivered to Buyer (collectively, the “Water Discharge Condition”).
Seller agrees to keep Buyer fully informed regarding the schedule for installation of the
Filtration System, and shall provide Buyer with no less than 48 hours prior notice of the scheduled
time for taking the necessary samples to comply with the terms of the Permit and reasonable prior
notice of the submission of the samples to the Water Board. For purposes of determining whether
the installation is complete, or that a given sampling complies with the Permit, Seller shall seek
(in each instance) to obtain the verbal confirmation of the same from a representative of the Water
Board (each, a “Water Board Approval”). Seller shall provide Buyer with 24 hours’ prior notice and
an opportunity to listen to the conversation in which Seller seeks each Water Board Approval. In
the event that Seller is unable to secure any Water Board Approval within three (3) business days
after the installation of the Filtration System or after a round of sampling (as applicable), and
if Buyer and Seller cannot reach agreement that the Water Discharge Condition has been satisfied,
Buyer and Seller shall select a third party consultant, mutually acceptable to both Buyer and
Seller, each in its reasonable discretion (the “Independent Consultant”) to make a determination as
to the Water Discharge Condition. The cost for the Independent Consultant’s services shall be
split equally between Buyer and Seller. If the Independent Consultant determines that the
installation is complete and that two rounds of samples comply with the terms of the Permit, the
Water Discharge Condition shall be conclusively deemed to be satisfied. Seller and Buyer will
endeavor to satisfy all Closing conditions in the Purchase Agreement (as amended hereby) to
accommodate a Closing by March 14, 2007, or as may otherwise be agreed by the parties.
Notwithstanding anything to the contrary in Section 7.2.1 of the Purchase Agreement, Seller
and Buyer agree that the outside date for Closing shall be extended to March 28, 2007.



4. Modification of Property Approval and Release Conditions. In light of the
foregoing, it is understood and agreed that Buyer shall not assume or be liable at Closing for any
matters arising out of or resulting from the need for the Permit or the discharge of groundwater
from the Property prior to Closing (collectively, the “Pre-Closing Groundwater Matters”),
including, without limitation, any fines, penalties, assessments, enforcement actions or other
claims relating to the operation of the Property prior to Closing, all of which shall remain the
responsibility of Seller. Accordingly, it is understood and agreed that the terms of Section
8.2 of the Purchase Agreement is hereby expressly amended to delete therefrom any indemnity or
release by Buyer relating to the Pre-Closing Groundwater Matters, or any agreement to hold Seller
free or harmless from or against any claims, liabilities, causes of action or other fines,
penalties or enforcement remedies arising out of or resulting from the Pre-Closing Groundwater
Matters prior to Closing. The foregoing is expressly understood and agreed to be a carve out and
limitation on the terms of Section 8.2 of the Purchase Agreement with respect to the
Pre-Closing Groundwater Matters prior to Closing, but such provisions shall otherwise remain in
full force and effect as to matters unrelated to the Pre-Closing Groundwater Matters.



Similarly, it is understood and agreed that Seller shall not assume or be liable after Closing
for any matters arising out of or resulting from the need for the Permit or the discharge of
groundwater from the Property after Closing (collectively, the “Post-Closing Groundwater Matters”),
including, without limitation, any fines, penalties, assessments, enforcement actions or other
claims relating to the operation of the Property after Closing, all of which shall be the
responsibility of Buyer. Furthermore, Buyer agrees and acknowledges that the reduction in Purchase
Price set forth in this Ninth Amendment is intended as full compensation for (a) all ongoing costs
of replacing and repairing the Filtration System, (b) all ongoing monitoring and sampling,
analytical testing, reporting, labor, service and permit fees arising post-closing (it being agreed
that Seller will pay any fees or costs relating to the testing and sampling referenced above as a
condition to Closing, and will pay any transfer fees relating to the transfer of the Permit to
Buyer); (c) any impact the Post-Closing Groundwater Matters or Pre-Closing Groundwater Matters may
have on the value of the Property; and (d) the risk of losses or liabilities arising directly or
indirectly from the Post-Closing Groundwater Matters, including without limitation, any enforcement
actions and penalties relating to Post-Closing Groundwater Matters. Buyer agrees that all
representations made by Seller in the Purchase Agreement are deemed to be updated to include all
matters of which Buyer is aware as of the date of this Ninth Amendment and that no breach of a
Seller representation or warranty of which Buyer is aware as of the date of this Ninth Amendment
shall give rise to any right to terminate the Purchase Agreement, or give rise to any cause of
action against Seller or affiliate of Seller after Closing.



Buyer and Seller agree to keep one another reasonably informed regarding all matters relating
to the installation, operation and testing of the Filtration System and all communications
delivered to or received from the Water Board, regarding the Permit or otherwise and this
obligation shall survive Closing until December 31, 2007.



5. Estoppel Delivery Condition. Pursuant to Section 10.3.1 of the Purchase
Agreement, it is hereby confirmed that Seller shall have obtained and delivered to Buyer estoppel
certificates, in accordance with their respective Leases, from tenants representing seventy-five
percent (75%) of the square feet which are leased and occupied by tenants as of the Effective Date
of the Purchase Agreement, which shall include, at a minimum, estoppels from the Major Tenants
identified in the Purchase Agreement (the “Major Tenants”). With respect to each of the Major
Tenants, Seller shall obtain and deliver to Buyer estoppel certificates dated no more than
forty-five (45) days prior to Closing which do not disclose material adverse matters; provided that
Seller shall not be required to obtain an updated estoppel certificate from Apriso. With respect
to those estoppel certificates which have been obtained from non-Major Tenants and accepted by
Buyer, it is hereby confirmed that Seller will not be required to obtain updated estoppel
certificates; provided Seller will use commercially reasonable efforts to obtain and deliver to
Buyer estoppel certificates acceptable to Buyer and dated no more than forty five (45) days prior
to Closing from the following non-Major Tenants: Citibank, Young Jun Choi and Morgan Stanley.
Except as specifically set forth herein, all conditions to Closing, including, without limitation,
those set forth in Section 10.3.1 of the Agreement, remain in full force and effect.



6. Miscellaneous. Except to the extent expressly modified by this Ninth Amendment,
the Purchase Agreement remains in full force and effect. To the extent of any inconsistency
between this Ninth Amendment and the Purchase Agreement, the terms and conditions of this Ninth
Amendment shall control. This Ninth Amendment may be executed in multiple counterparts, all of
which, taken together, shall constitute one document. This Ninth 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 Ninth Amendment as of the date
referenced above.



SELLER:



GREIT–ONE WORLD TRADE CENTER, L.P.,



a California limited partnership



	 	 	 	 	 
	
 
	 	By:

Its:
	 	GREIT – One World Trade Center GP, LLC,

a California limited liability company

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

	 
	 	 	 	 
	Its:

	 	a Delaware limited liability company

Managing Member
	 	



	 
	 	 	 	 
	
 
	 	By: /s/ Robert F. Phipps
	 	

	 
	 	 	 	 
	 	 	 

	 
	 	 	 	 
	
 
	 	Name:
	 	Robert F. Phipps
	
 
	 	 	 	 
	
 
	 	Title:
	 	Vice President
	
 
	 	 
	 	 
	 
	 	 	 	 







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