exv10w7



 





Exhibit 10.7




AMENDMENT TO CONTRACT OF SALE




     This Amendment to Contract of Sale (“Amendment”), the effective date of which is November 27,
2006, is entered into by TR HIDDEN LAKE PARTNERS, LTD., a Texas limited partnership (“Seller”) and
TRIPLE NET PROPERTIES, LLC, a Virginia limited liability company (“Buyer”). Buyer and Seller are
sometimes collectively referred to herein as the “Parties”.



Recitals




     A. WHEREAS, Seller and Buyer entered into that certain Contract of Sale (the “Agreement”)
with an Effective Date of May 4, 2006, pursuant to which Seller agreed to sell and Buyer agreed to
purchase certain improved real property located in Bexar County, Texas, more particularly described
in the Agreement;



     B. WHEREAS, Seller and Buyer have entered into a number of contract amendments, including that
certain Amendment to Contract of Sale (the “September Amendment”) with an effective date of
September 25, 2006. The September Amendment extended the Closing Date of the Agreement to November
10, 2006, and provided for a further extension to November 27, 2006; and



     C. WHEREAS, Seller and Buyer mutually desire to amend certain provisions of the Agreement.



Agreement




     NOW, THEREFORE, for and in consideration of the mutual promises and agreements set forth
herein entered into by Buyer and Seller, the receipt and sufficiency of which is acknowledged,
Seller and Buyer agree as follows:




	 	1.	 	Prior to the effective date hereof, Buyer delivered Earnest Money to the Title
Company totaling ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($150,000.00) to be
applied in partial payment of the Sales Price at Closing and/or otherwise disbursed in
accordance with the provisions of the Agreement. In connection with the September
Amendment, that Earnest Money was fully and finally released to Seller by the Title
Company. In connection with the execution of this Amendment, Buyer will deliver
additional Earnest Money to the Title Company totaling ONE HUNDRED FIFTY THOUSAND AND
NO/100 DOLLARS ($150,000.00) to be applied in partial payment of the Sales Price at
Closing and/or otherwise disbursed in accordance with the provisions of the Agreement.
Notwithstanding anything contained to the contrary in the Agreement, Buyer herein
agrees, and directs the Title Company, to fully and finally release to Seller all this
additional Earnest Money presently upon receipt, specifically being the $150,000.00 in
additional Earnest Money referred to above, such funds hereinafter being non-refundable
to Buyer and unconditionally earned by Seller, as compensation to Seller for granting
an extension of the Closing Date to Buyer as described below, except in the event of a
“Special Seller Default” (as defined in the September Amendment). If Buyer does in
fact purchase the Property and this Contract does in fact close, the $300,000.00 in
total forfeited Earnest Money will remain applicable to the Sales Price.




 









 












	 	2.	 	Pursuant to the September Amendment the Closing Date was extended to be
November 3, 2006, and then further to November 27, 2006. Seller has agreed to further
extend the Closing Date as described below. Section 4(a) of the Agreement is hereby
deleted and the following Section 4(a) is inserted in its stead;






	 	“(a)	 	The closing of the sale of the property to Buyer (the
“Closing”) shall take place at the Title Company no later than December
31, 2006, (the “Closing Date”).”






	 	3.	 	Seller and Buyer have agreed to increase the Sales Price for the Property.
Section 2 of the Agreement is hereby deleted and the following Section 2 is inserted in
its stead:






“CONTRACT SALES PRICE. The total purchase price for the Property
(the “Sales Price”) shall be THIRTY TWO MILLION THIRTY THOUSAND AND NO/100
DOLLARS ($32,030,000.00), payable in cash at Closing. Payment in cash means payment
by wire transfer of immediately available federal funds (“Immediately Available
Funds”).”.




	 	4.	 	All terms defined in the Agreement and denoted by initial capital letters shall have
the same meanings provided in the Agreement when used in this Amendment, except to the
extent that the meaning of any defined term is modified by or expressly set forth in
the provisions of this Amendment.
	 
	 	5.	 	This Amendment may be executed in multiple originals, each of which shall
constitute an original for all purposes and together which shall constitute a fully
executed agreement. A facsimile signature shall be deemed an original signature for
all purposes.
	 
	 	6.	 	In connection with the extension of the Closing Date from November 3, 2006, to
November 27, 2006, Buyer paid Seller a $175,000.00 extension fee (the “Prior Extension
Fee”). $150,000.00 of the Prior Extension Fee is applicable to the Sales Price at
Closing in addition to total forfeited Earnest Money as described in Section 1 above.










 









 











     IN WITNESS WHEREOF, Seller and Buyer have executed this Amendment to be effective as of
November 27, 2006.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	SELLER:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	TR HIDDEN LAKE PARTNERS, LTD.,
	 	 	a Texas limited partnership
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	TRDC Hidden Lake Partners, Ltd.,
	 	 	 	 	a Texas Limited partnership, its general partner
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Thompson Realty Development Corporation,
	 	 	 	 	 	 	a Texas corporation, its general partner
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ W.T. Field
 

	 	 
	 

	 	 	 	 	 	Name:
	 	W.T. Field	 	 
	 

	 	 	 	 	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	BUYER:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	TRIPLE NET PROPERTIES, LLC,
	 	 	a virginia limited liability company
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Louis Rogers	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Louis Rogers
	 	 	Title:	 	President