EX-10.1






SECOND AMENDMENT TO




PURCHASE AND SALE AGREEMENT




THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Second Amendment”) is made
and entered into as of January 5, 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 (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 Second Amendment and not
otherwise defined in this Second 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
January 22, 2007. Buyer and Seller covenant and agree to cooperate with one another and to use all
commercially reasonable efforts to resolve all outstanding issues and to confirm the respective
obligations of the parties in order to accommodate a Closing on or before January 22, 2007.



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




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IN WITNESS WHEREOF, Seller and Buyer have executed this Second 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 V.P.
	
 
	 	 	 	 
	 
	 	 	 	 
	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/ Barry DiRaimondo
	
 
	 	 
	 	 
	
 
	 	Name:
	 	Barry DiRaimondo
	
 
	 	 	 	 
	
 
	 	Title:
	 	President
	
 
	 	 
	 	 
	 
	 	 	 	 







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