exv10w8






Exhibit 10.8




SECOND AMENDMENT

TO

AGREEMENT FOR PURCHASE AND SALE




     This SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE (this “Amendment”) is made and
entered into this 12th day of May, 2009, by and between the undersigned selling entities
(collectively, “Seller”) and ROBERT KO (“Buyer”).



Recitals




     A. Seller and Buyer are parties to that certain Agreement for Purchase and Sale of Real
Property and Escrow Instructions dated effective April 21, 2009, as amended by First Amendment to
Agreement for Purchase and Sale dated May 6, 2009 (as amended, the “Purchase Agreement”), for that
certain real property located in Orange County, California, commonly known as 901 Civic Center
Drive, Santa Ana, California, as more particularly described therein. Capitalized terms used in
this Amendment and not defined herein shall have the meanings given such terms in the Purchase
Agreement.



     B. Seller and Buyer mutually desire to amend the Purchase Agreement as provided below.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Seller and Buyer agree as follows.



     1. Financing Contingency. The final day of the Financing Contingency Period is hereby further
extended to May 15, 2009, for the sole purpose of obtaining a letter from the City of Santa Ana
Building Department or any other evidence reasonably acceptable to Buyer indicating that any
environmental issues related to the UST formerly located on the site, removed in or about 1979,
were resolved by issuance of the building permit(s) issued in or about 1979 for the building
currently located on the Property. The information provided by the Seller must be approved by
Buyer’s lender and cause Buyer’s lender to waive the existing requirement to conduct a Phase II
environmental assessment.



     2. No Other Amendments. Except with respect to the amendments expressly set forth in
this Amendment, the Purchase Agreement remains unmodified in all other respects and in full force
and effect. This Amendment is entered into pursuant to, and is intended to be read together and
consistent with, the Purchase Agreement. However, if any inconsistencies exist between this
Amendment and the Purchase Agreement, the provisions of this Amendment shall prevail over anything
to the contrary in the Purchase Agreement.



     3. Counterparts. This Amendment may be executed in counterparts. Facsimile or .pdf delivery
shall be sufficient to form a binding agreement.



1 – SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE




 








 








     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first
hereinabove written.



	 	 	 	 	 	 	 	 	 	 	 
	SELLER:

	 	 	 	 	 	 	 	BUYER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	NNN VF 901 CIVIC, LLC,	 	 	 	 	 	 
	a Delaware limited liability company	 	 	 	/s/ Robert Ko	 	 
	 

	 	 	 	 	 	 	 	 

Robert Ko
	 	 
	By:	 	Grubb & Ellis Realty Investors, LLC,	 	 	 	 	 	 
	 	 	a Virginia limited liability company,	 	 	 	 	 	 
	 	 	Its Vice President	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Rispoli	 	 	 	 	 	 
	 

	 	Name:
	 	 

Michael Rispoli
	 	 	 	 	 	 
	 

	 	Title:
	 	Chief Financial Officer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	NNN 901 CIVIC, LLC,	 	 	 	 	 	 
	a Delaware limited liability company	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	Grubb & Ellis Realty Investors, LLC,	 	 	 	 	 	 
	 	 	a Virginia limited liability company,	 	 	 	 	 	 
	 	 	Its Manager	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Rispoli	 	 	 	 	 	 
	 

	 	Name:
	 	 

Michael Rispoli
	 	 	 	 	 	 
	 

	 	Title:
	 	Chief Financial Officer	 	 	 	 	 	 







2 – SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE