exv10w2







Exhibit 10.2




	 	 	 	 	 
	
	 	
ORANGE COAST TITLE COMPANY
	 	 
	 	ESCROW DIVISION	 	 
	 	3536 Concours Dr., Suite 120	 	 
	 	Ontario, CA 91764	 	 
	 	(909) 987-5433	 	 






10-21-2009




Escrow No. 1087721-IG

Property Address: APN 486-250-024-5/025-6, Moreno Valley, CA 92551




AMENDED/ADDITIONAL ESCROW INSTRUCTIONS




AMENDED/ADDITIONAL ESCROW INSTRUCTIONS DATED 10-08-2009 AND UNSIGNED IS HEREBY MADE NULL
AND VOID.



My/Our instructions in the above numbered escrow are supplemented/amended in the following
particulars only:



The undersigned, Bill Skeffington and John Skeffington, hereby assigns Purchaser’s interest
in the Purchase and Sale Agreement and this escrow to TNP Acquisitions, LLC, a Delaware
limited liability company (new buyer), to become Buyer of the property described in the above
referenced escrow, conditioned upon the new buyer depositing with the Escrow Agent the sum of
$200,000.00 ($100,000.00 of which has been deposited with Escrow Agent) . Upon Escrow Agent’s
confirmation of the new buyer’s deposit of $200,000.00, and the Escrow Agent’s confirmation
that on the date of these amended/Additional Escrow Instructions the escrow account contains
the total undisbursed sum of $400,000.00, then at that (if it occurs) Escrow Agent shall
immediately return the deposit amount of $200,000.00 to Skeffington Enterprises, Inc., via
wire per instructions to be deposited into this escrow by the old buyer or Skeffington
Enterprises, Inc.




	 	 	 	 	 	 	 
	/s/ Bill Skeffington

	 	 
	 	/s/ John Skeffington
	 	 
	 

Bill Skeffington

	 	 	 	 

John Skeffington	 	 





I/We, “TNP Acquisitions, LLC, a Delaware limited liability company (new buyer)”, understand
that I/We have been designated by Bill Skeffington and John Skeffington to become Buyer of
the property described in the above numbered escrow. I/We hereby consent to becoming the Buyer and
by our signature below acknowledge that I/We are familiar with, the terms and provisions of
the Agreement and Supplemental Escrow Instructions, dated October 2, 2009, e-mail
amendments, and Amended instructions (if any), and hereby acknowledge receipt of copies of
referenced instructions outside of escrow. I/We hereby agree to be bound by the terms
thereof in all respects as if we were the original Buyers named therein and hand you all
documents and funds necessary to close this escrow.



The undersigned, Moreno Market Place, LLC, a California limited liability company, as seller
under the within escrow, approve and
hereby accept TNP Acquisitions, LLC, a Delaware limited Liability company (new buyer) as
Buyer, and/or new buyer’s assignee to a
special purpose entity to be designated, under the above” numbered escrow and agree to be
bound by all the terms in all respects as if TNP
Acquisitions, LLC, a Delaware limited liability company (new buyer) were the original
Buyer(s) to said instructions and will hand you our
executed deed in favor of TNP Acquisitions, LLC, a Delaware limited liability company (new
buyer) and/or assignee to be a special
purpose entity to be designated by new buyer.



As a condition to new buyer accepting Purchaser’s interest, and depositing additional sums
as escrow deposits, Seller, Moreno Market Place, LLC, hereby make the following additional
limited representations to new buyer in order to supplement and clarify the representations
contained at section. 7A of the parties’ Purchase Agreement herein:




     A. To the best of Seller’s actual knowledge, there are no actions, suits,
assessments, claims, or proceedings pending or
threatened against Seller or the Property.



     B. To the best of Seller’s actual knowledge, the Rent Roll is true and accurate in all
material respects.



 









 





     C. Other
than shown in C1 thru C4 below, To the best of Seller’s present knowledge, (i)
neither Seller nor any tenant is in
default under any Tenant Lease; (ii) no tenant is asserting any claim, offset or defense in
respect of its obligations under any Tenant
Lease; (iii) No pending or incomplete tenant improvements, unpaid tenant improvement costs, or
unpaid leasing commissions or other
outstanding expenses owed by Seller with respect to any Tenant Lease. Exceptions C1-C4 are:



     C1 — Tenant in Default: Lakeside Cleaners



     C2 — Incomplete Tenant Improvements: Lakeside Cleaners



     C3 — Unpaid Tenant Improvement Costs: (a) Subway $29,400; (b) Lakeside Cleaners — amount
unknown, but Tenant has stopped tenant improvements.



     C4
— Unpaid Leasing Commissions: Wells Fargo $20,750, owning to
Insight Co.
 At the close of
this escrow, Escrow Agent is instructed to charge the seller and credit the buyer for the amounts
set out in items C3 and C4, above.



     D. Seller has received no notice of violation or other notice of any kind from any third
party, including without limitation a
governmental agency, regarding Seller’s, the Property’s, or any Tenant’s non-compliance with
or violation of any law, ordinance, condition
of approval, order, contract, agreement, ruling, judgment or award.



ALL OTHER TERMS AND CONDITIONS SHALL REMAIN THE SAME 

END OF
AMENDMENT




	 	 	 	 	 	 	 	 	 	 	 
	TNP Acquisitions, LLC, a Delaware limited liability company	 	 	 	Moreno Market Place, LLC, a California limited liability company	 	 
	 	 	 	 	 	 	By: Guardian Commercial Real Estate, L.P., its Sole Member	 	 
	By: 	 	/s/ Stephen Corea, SVP

 

Name: Stephen Corea

Title: SVP Acquisitions	 	 	 	By: Guardian Realty GP, LLC, a Delaware limited liability company, its Co-General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ James P. Previti	 	 
	 

	 	 	 	 	 	 	 	 

James P. Previti, CEO