EX-10.1






FIFTH AMENDMENT

TO

AGREEMENT FOR PURCHASE AND SALE




This FIFTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE (this “Amendment”) is effective as of
the 29th 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, Second Amendment to Agreement for Purchase and
Sale dated May 12, 2009, Third Amendment to Agreement for Purchase and Sale dated May 15, 2009, and
Fourth Amendment to Agreement for Purchase and Sale dated May 22, 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. A Phase I Environmental Site Assessment Report dated March 24,
2006, prepared by LandAmerica Assessment Corporation, included in the Due Diligence Items,
indicates an underground storage tank (“UST”) used in connection with a gas station formerly
operated on a portion of the Property was removed in or about 1979. Buyer’s lender requires as a
condition to loan approval a phase II environmental inspection confirming whether there is
contamination in the soil related to use of the UST. Seller hereby grants permission to Buyer to
perform, at Buyer’s sole cost and expense, a phase II environmental inspection solely in regards to
its loan application, on and subject to the provisions of the Purchase and Sale Agreement
including, but not limited to, Section 5 thereof and the provisions of this paragraph. The
inspection shall be performed by Robin Environmental Management Company in accordance with the
scope of work described in Robin Chang’s email to Dan Vittone on May 26, 2009, a copy of which is
attached hereto as Exhibit A; provided, however, that the inspection shall be limited in all
respects to sampling for contaminants associated with the UST. The scope of work attached hereto
as Exhibit A may not be modified without the prior written consent of Seller, in its sole
discretion. Buyer will provide Seller a copy of the investigation report in draft form three (3)
business days before Buyer directs Robin Environmental Management Company to finalize the report.
Buyer shall, at its sole cost and expense, restore the Property to its original condition following
such inspection. Without limiting the generality of the provisions of the Purchase Agreement,
neither Buyer nor its agents or employees shall disclose to any third party, including governmental
agencies, other than Buyer’s lender the results of the inspection described above, except as may be
required by applicable law (after prior written notice to Seller and providing Seller a reasonable
opportunity to make any such required reports). Buyer’s indemnity obligations under Section 5.3 of
the Purchase Agreement shall extend to all losses, costs, expenses, liabilities, claims,
litigation, demands, prodeedings and damages (including but not limited to attorney fees) suffered
or incurred by Seller or any Indemnitees arising out of or related to the phase II inspection
described herein, provided that Buyer shall not incur any liability due to its discovery, without
exacerbation, of the condition of any ‘hazardous substances’ at the Property. The final day of
the Financing Contingency Period is hereby further extended to June 17, 2009, for the sole purpose
of Buyer obtaining its lender’s approval of the phase II environmental inspection. The Financing
Contingency shall be deemed approved and waived by Buyer if the results of the Phase II inspection
are acceptable to Buyer’s lender.



2. Closing. Closing is hereby extended to the date that is fourteen (14) days after
satisfaction or waiver of the Financing Contingency, or such other date as may be mutually agreed
upon by the parties.



3. 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.



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



[Remainder of Page Intentionally Left Blank]








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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/ Jeff Hanson
	 	

	 	 	 

	 	 
	 	

	 	 	Name:

	 	Jeff Hanson
	 	

	 	 	
 
	 	 
	 	

	 	 	Title:

	 	Chief Investment 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/ Jeff Hanson
	 	 	 

	 	 
	 	 	Name:

	 	Jeff Hanson
	 	 	
 
	 	 
	 	 	Title:

	 	Chief Investment Officer
	 	 	 

	 	 







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