Exhibit 10.2





Exhibit 10.2




AMENDMENT TO SETTLEMENT AGREEMENT




THIS Amendment to Settlement Agreement (this “Amendment) is made as of June 2, 2010 (the “Effective
Date”) between NNN EXECUTIVE CENTER 2003, LP (“Borrower”) and the Ivan Halaj and Vilma Halaj Inter
Vivos Trust under restated Inter Vivos Trust Agreement Dated January 17, 1995 (the “Trust”) (also
known as the Ivan Halaj and Vilma Halaj Inter Vivos Trust dated June 16, 1980 as restated on
January 17, 1995) (the “Trust Agreement”) (“Lender”).



BACKGROUND





	 	A.	 	Borrower and Lender are parties to a settlement agreement (the “Agreement”)
made to be effective as of May 28, 2010, pursuant to which Lender agreed to accept a
deed of the Property described in the Agreement and other Conveyance Documents in full
cancellation and extinguishment of the Note and all other indebtedness secured by the
Loan Documents, and to release Borrower and Indemnitor from all obligations and
liability under the Note and other Loan Documents.

	 
	 	B.	 	Borrower and Lender have executed the Agreement, and Borrower has executed the
Deed and other Conveyance Documents.

	 
	 	C.	 	The Agreement provides that the releases contained therein are effective upon
execution of the Agreement and recording of the Deed and the Assignment, and that the
recording of the Deed and Assignment shall constitute delivery and acceptance of the
conveyance of the Property and assumption of all rights and obligations of Borrower
under the documents and instruments assigned to Lender by the Assignment.

	 
	 	D.	 	The Agreement and the Conveyance Documents have been delivered to Borrower’s
counsel, Brown McCarroll, L.L.P. (“Brown McCarroll”), with instructions to record the
Deed and Assignment, to deliver copies of the recorded documents to the parties, and to
deliver the originals of the Agreement and the other Conveyance Documents which are not
recorded to the parties.

	 
	 	E.	 	As of the date of this Amendment, Borrower is unable to record the Deed and
Assignment because the Dallas County Clerk’s Office is closed until further notice
because of a flood in the building housing the Clerk’s Office.

	 
	 	F.	 	Lender is prepared to assume the rights and obligations of Borrower as provided
in the Assignment, effective as of June 2, 2010.

	 
	 	G.	 	Accordingly, the parties now desire to amend the Agreement with respect to
delivery, acceptance, and recording of the Deed and Assignment.






Lender and Borrower therefore agree as follows, despite anything to the contrary in the Agreement:



1. Defined Terms. All capitalized terms not otherwise defined in this Amendment have the
meanings given them in the Agreement.



2. Delivery by Facsimile. Borrower shall cause Brown McCarroll to deliver the Deed and the
Assignment to Lender by sending facsimile copies of such documents via facsimile transmission with
confirmed receipt to the attention of Steve Halaj, with emailed copies to counsel to Ivan Halaj.
Such delivery shall constitute “Closing”.



3. Acceptance Upon Receipt of Facsimile or Scan. Lender agrees that the Deed and
Assignment will be deemed to be delivered upon delivery by facsimile and email, as provided in
Paragraph 2.



4. Recording. Borrower shall cause Brown McCarroll to hold the original Deed and
Assignment in safekeeping until such time as it is able to record the Deed and Assignment in the
Real Property Records of Dallas County, Texas, and to record the documents as soon as possible
thereafter.



5. Delivery Following Recording. Following recording, Borrower shall cause Brown McCarroll
to deliver file stamped copies of the Deed and Assignment to the parties, and originals of the
other Conveyance Documents to Lender.


 


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6. No Other Modifications. Except as expressly modified by this Amendment, the Agreement
remains unmodified, in full force and effect in accordance with its terms.



7. Counterparts. This Amendment may be executed in counterparts, and delivered by
facsimile or other electronic transmission.



[Signatures follow]




 


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EXECUTED as of the day and year first above written.



BORROWER:



NNN EXECUTIVE CENTER 2003, LP

a Texas limited partnership



	 	 	 	 	 
	 	 	 
	By:  	NNN Executive Center 2003 GP, LLC 
a Virginia limited liability company 
its General Partner
 	 	 
	 	 	 	 
	 	 	 
	By:  	Grubb & Ellis Realty Investors, LLC 
a Virginia limited liability company 
its Manager
 	 	 
	 	 	 	 
	 	 	 
	By:  	/s/ Jeffrey T. Hanson
 	 	 
	 	Name:  	Jeffrey T. Hanson 	 	 
	 	Title:  	Chief Investment Officer
 	 	 
	 	Date:   	June 2, 2010 	 	 



INDEMNITOR





NNN EXECUTIVE CENTER 2003 GP, LLC

a Virginia limited liability company



	 	 	 	 	 
	 	 	 
	By:  	Grubb & Ellis Realty Investors, LLC 
a Virginia limited liability company
 its Manager
 	 	 
	 	 	 
	By:  	/s/ Jeffrey T. Hanson
 	 	 
	 	Name:  	Jeffrey T. Hanson 	 	 
	 	Title:  	Chief Investment Officer
 	 	 
	 	Date:   	June 2, 2010 	 	 




NNN 2003 VALUE FUND, LLC,

a Delaware limited liability company



	 	 	 	 	 
	 	 	 
	By:  	/s/ Kent Peters
 	 	 
	 	Name:  	Kent Peters 	 	 
	 	Title:  	Chief Executive Officer
 	 	 
	 	Date:   	June 2, 2010 	 	 




NNN EXECUTIVE CENTER 2003, LP

a Virginia limited liability company



	 	 	 	 	 
	 	 	 
	By:  	NNN Executive Center 2003 GP, LLC
 a Virginia limited liability company
 its General Partner
 	 	 
	 	 	 	 
	 	 	 
	By:  	Grubb & Ellis Realty Investors, LLC
 a Virginia limited liability company 
 its Manager
 	 	 



 


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	By:  	/s/ Jeffrey T. Hanson
 	 	 
	 	Name:  	Jeffrey T. Hanson 	 	 
	 	Title:  	Chief Investment Officer

Date: June 2, 2010 	 	 



LENDER:




IVAN HALAJ AND VILMA HALAJ INTER VIVOS TRUST

UNDER RESTATED INTER VIVOS TRUST AGREEMENT

DATED JANUARY 17, 1995 (a/k/a Ivan Halaj and Vilma Halaj

Inter Vivos Trust dated June 16, 1980 as restated on

January 17, 1995)




	 	 	 	 	 
	 	 	 
	By:  	/s/ Ivan Halaj, Trustee
 	 	 
	 	Ivan Halaj, Trustee 	 	 
	 	Date: June 1, 2010 	 	 




 


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