EX-10.3






EXHIBIT 10.3




SECOND AMENDMENT

TO

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS




This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this
“Amendment”) dated as of December 27, 2005, is made by and between SP REVERCHON OFFICE
PROPERTIES, LP, a Delaware limited partnership (“Seller”) and NNN 3500 Maple, LLC, a
Delaware limited liability company (“Buyer”), as successor-in-interest to TRIPLE NET
PROPERTIES, LLC, a Virginia limited liability company.



RECITALS




A. Seller and Buyer entered into that certain Purchase and Sale Agreement and Joint Escrow
Instructions, dated as of October 21, 2005 (as amended, the “Agreement”) in connection with
the sale of that certain property located in the City of Dallas, County of Dallas or the State of
Texas, which is commonly known by the street address of 3500 Maple, Dallas, Texas, as more
particularly described in the Agreement. The Agreement has been amended by that certain First
Amendment to Purchase and Sale Agreement and Joint Escrow Instructions dated as of December 23,
2005. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to
them in the Agreement.



B. Section 12 of the Agreement provides that upon Closing Seller shall pay a real estate
brokerage commission of $1,520,000.00 to Buyer’s affiliate, Triple Net Properties Realty, Inc.
(“NNN Realty”).




C. Buyer and Seller now desire to modify the Agreement.



NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Seller and Buyer do hereby agree that the Agreement is hereby reinstated and
amended as follows:



1. Section 12 of the Agreement is hereby amended by deleting the requirement for the Seller to
pay NNN Realty a commission of $1,520,000.00.



2. The Agreement is hereby amended to provide that Buyer shall be entitled to a credit against
the Purchase Price at Closing in the amount of $1,520,000.00, so that Seller’s obligation to pay
the Purchase Price shall be reduced by such amount.



3. All other terms and conditions of the Agreement not specifically modified or supplemented
by this Amendment shall remain unchanged and in full force and effect, and the Agreement, as
supplemented by this Amendment, is hereby ratified and confirmed. This Amendment (a) shall be
governed, construed and enforced under the laws of the State of Texas, (b) contains the entire
understanding of the parties with respect to the provisions of the Agreement amended and
supplemented hereby, (c) may not be modified except by a writing signed by both parties and (d) and
shall be binding upon and inure to the benefit of Seller and Buyer, and their respective successors
and permitted assigns.



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4. In the event of any conflict between the terms of the Agreement and the terms of
this Amendment, the terms of this Amendment shall control.



5. The parties agree that this Amendment may be transmitted between them by facsimile machine
and the parties intend that a faxed Amendment containing either the original and/or copies of the
signature of all parties shall constitute a binding Amendment. This Amendment may be executed in
any number of counterparts, each of which shall be deemed to be an original agreement and all of
which when taken together shall be deemed to be one and the same agreement.



SIGNATURES APPEAR ON FOLLOWING PAGES






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IN WITNESS WHEREOF, Buyer and Seller have executed this Amendment as of




date set forth above.




	 	 	 	 	 
	SELLER:

	 	SP REVERCHON OFFICE PROPERTIES, LP

a Delaware limited partnership
	 	



	 
	 	 	 	 
	 	 	By: SP REVERCHON OFFICE PROPERTIES GP,

	 
	 	 	 	 
	 	 	LLC, Delaware limited liability company, its sole

	 
	 	 	 	 
	
 
	 	general partner

By:
	 	

/s/ MICHAEL BURRICHTER
	
 
	 	 
	 	 
	
 
	 	Name:
	 	MICHAEL BURRICHTER
	
 
	 	 
	 	 
	
 
	 	Its:
	 	VICE PRESIDENT
	
 
	 	 
	 	 
	
 
	 	By:
	 	/s/ JOHN M. GILB
	
 
	 	 
	 	 
	
 
	 	Name:
	 	JOHN M. GILB
	
 
	 	 
	 	 
	
 
	 	Its:
	 	SECRETARY/TREASURER
	
 
	 	 
	 	 
	BUYER:

	 	NNN 3500 MAPLE, LLC, a Delaware

limited liability company

By: Triple Net Properties, LLC,
	 	





	 
	 	 	 	 
	 	 	a Virginia limited liability company, Manager

	 
	 	 	 	 
	
 
	 	By:
	 	/s/ LOUIS J. ROGERS
	
 
	 	 
	 	 
	
 
	 	Name:
	 	LOUIS J. ROGERS
	
 
	 	 
	 	 
	
 
	 	Title:
	 	PRESIDENT
	
 
	 	 
	 	 
	 
	 	 	 	 







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