EX-10.1






EIGHTH AMENDMENT TO




PURCHASE AND SALE AGREEMENT




THIS EIGHTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Eighth Amendment”) is made
and entered into as of February 28, 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, 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 and that
certain Seventh Amendment to Purchase and Sale Agreement dated as of February 22, 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 Eighth Amendment and not
otherwise defined in this Eighth Amendment shall have the meanings provided for such terms in the
Purchase Agreement.



2. Closing. 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 2, 2007.



3. Miscellaneous. Except to the extent expressly modified by this Eighth Amendment,
the Purchase Agreement remains in full force and effect. To the extent of any inconsistency
between this Eighth Amendment and the Purchase Agreement, the terms and conditions of this Eighth
Amendment shall control. This Eighth Amendment may be executed in multiple counterparts, all of
which, taken together, shall constitute one document. This Eighth Amendment shall be deemed
effective against a party upon receipt by the other party (or its counsel) of a counterpart
executed by facsimile.



[SIGNATURES ON NEXT PAGE]




1




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



SELLER:



GREIT–ONE WORLD TRADE CENTER, L.P.,



a California limited partnership



	 	 	 	 	 	 	 	 	 
	 

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

a California 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/ Paul J. Meyor
	
 
	 	 	 	 	 	 	 	 	 	 
	
 
	 	 	 	 	 	 	 	 	 	Name: Paul J. Meyor
	
 
	 	 	 	 	 	 	 	 	 	 
	
 
	 	 	 	 	 	 	 	 	 	Title: Chief Financial Officer
	
 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 







2