EX-10.1






LOAN MODIFICATION AGREEMENT




THIS LOAN MODIFICATION AGREEMENT (this “Agreement”) is made and entered into as of the 17th
day of July, 2009 (the “Effective Date”), by and among NNN CHASE TOWER REO, LP, a Texas limited
partnership, NNN OF8 CHASE TOWER REO, LP, a Texas limited partnership, ERG CHASE TOWER, LP, a Texas
limited partnership, and NNN VF CHASE TOWER REO, LP, a Texas limited partnership (individually and
collectively, “Borrower”), and PSP/MRC DEBT PORTFOLIO S-1, L.P., successor-in-interest to MMA
Realty Capital, LLC (“Lender”).



W I T N E S S E T H:




A. Lender and Borrower previously entered into that certain senior loan facility in the amount
of $58,000,000.00 (the “Loan”) pursuant to loan documents dated as of June 20, 2006, including,
without limitation, (i) that certain Loan Agreement between Borrower and Lender (the “Loan
Agreement”), (ii) that certain Promissory Note (the “Note”) from Borrower to Lender, and (iii) that
certain Deed of Trust and Security Agreement (the “Deed of Trust”) of even date therewith recorded
as Instrument No. 2006116285 in the Official Real Property Records of Travis County, Texas,
covering certain real property and improvements located thereon as more particularly described
therein, including the land described on Exhibit “A” hereto. In addition, certain aspects
of the Loan were guaranteed by (x) Grubb & Ellis Realty Investors, LLC f/k/a Triple Net Properties,
LLC and NNN Opportunity Fund VIII, LLC pursuant to that certain Guaranty of even date therewith,
(y) Andrew Pastor, Jeffrey S. Newberg, Kirk A. Rudy, Christopher T. Ellis, David L. Roche and
Arnold B. Miller pursuant to that certain Guaranty of even date therewith, and (z) NNN 2003 Value
Fund, LLC pursuant to that certain Guaranty dated as of July 3, 2006. All of the foregoing
guarantors being individually and collectively referred to herein as “Guarantor”. The documents
evidencing and securing the Loan are herein referred to collectively as the “Loan Documents”.
Capitalized terms not otherwise defined in this Agreement have the meanings given them in the Loan
Documents.



B. Borrower desires to extend the Maturity Date of the Note in accordance with the extension
option set forth in the Loan Agreement, Lender desires to evidence the Extension, and Guarantor
desires to evidence its consent to such extension.



C. Concurrently herewith, Mezzanine Borrower and Mezzanine Lender are entering into that
certain Forbearance and Modification Agreement (the “Forbearance Agreement”) with regard to the
Mezzanine Loan and in connection therewith Mezzanine Borrower and Mezzanine Lender require the
consent of Lender to the terms of such Forbearance Agreement.



NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and agreements
herein contained, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged and confessed by each of the parties hereto, Borrower, Guarantor and Lender
hereby agree as follows:



1. Maturity Date. Borrower and Lender hereby agree that the Maturity Date for the
Loan is hereby extended through June 30, 2010.



2. Payments. Concurrently with its execution hereof, Borrower delivers to Lender or
its designee all payments due pursuant to the terms of Paragraph 3 below. In addition, as
consideration for the maturity date extension contemplated herein, Lender has earned and
acknowledges receipt of the extension fee in the amount of $285,153.42 tendered by Borrower by
notice dated April 30, 2009 in accordance with the terms of the Loan Agreement.



3. Exit Fee. As consideration for the extension of the Maturity Date and Lender’s
consent to the Forbearance Agreement, Borrower hereby agrees to pay Lender an Exit Fee equal to one
percent (1%) of the then outstanding principal balance of the Loan as of the Maturity Date;
provided, however, that in the event the current owner of the Borrower transfers the Mortgaged
Property to a new entity which assumes the Loan (which transfer may only be done in accordance with
the terms of the Loan Agreement and without implying that Lender has in any way consented to such a
transfer as of the Effective Date), then the Exit Fee will be equal to one percent (1%) of the then
outstanding principal balance as of the date of any such permitted transfer. The Exit Fee shall be
payable on the Maturity Date (whether the stated Maturity Date or an earlier accelerated maturity
date following an uncured Event of Default under the Loan). The Deed of Trust, and specifically
the term “Obligations” contained therein, is hereby modified such that such term now includes the
payment of such Exit Fee and the lien of the Deed of Trust also expressly secures the payment of
such Exit Fee.”



4. Excess Cash Flow; Reserves; and Approved Extension Period Budget.



(a) As consideration for the extension of the Maturity Date and Lender’s consent to the
Forbearance Agreement, on the fifteenth (15th) day of each month commencing on August
15, 2009 and on the fifteenth (15th) day of each succeeding month until the Maturity
Date (as may be extended in accordance with the terms of the loan Documents) so long as Lender has
not established a lockbox account in which event Lender shall be permitted to disburse such funds
directly to Lender, Borrower shall: (i) pay to Lender monthly installments in the amount of fifty
percent (50%) of Excess Cash Flow, if any attributable to the immediately preceding month, which
Lender shall apply to the outstanding balance of the Loan upon receipt, and (ii) submit a written
statement to Lender of Excess Cash Flow for the immediately preceding month (“Excess Cash Flow
Statement”). “Excess Cash Flow” shall mean Gross Revenue actually collected during the
immediately preceding month minus the following: (A) expenses of operation of the Property
actually paid (or Tax Funds deposited with Lender under the Senior Loan Agreement) during the
immediately preceding month as permitted under Section 4(c) below after payment of (B) the monthly
debt service as currently set forth in the Loan Documents, (C) the monthly Loan Interest payment as
currently set forth in the Mezzanine Loan Documents, (D) capital expenses set forth in the Approved
Modification Period Budget (as hereinafter defined), (E) leasing commissions and tenant
improvements costs in connection with the Property under an Approved Extension Period Lease (as
hereinafter defined), and (F) the one time payment of the Reserves (as hereinafter defined). For
the purpose of clarity, (i) in no event shall any Operating Expense be double counted when
calculating Excess Cash Flow, and (ii) in no event shall default rate interest or late charges be
included in either the monthly debt service for the Loan or the monthly Loan Interest payment for
the Mezzanine Loan. 



(b) For purposes hereof, the term “Reserves” shall mean $100,000.00, which shall be deducted
from the Gross Revenue attributable to July 2009, which Borrower shall hold in reserve and apply in
accordance with the Loan Agreement and the other Loan Documents (including this Agreement). Only
with Lender’s consent, such consent not to be unreasonably withheld, Borrower shall use the
Reserves for the payment of capital expenses, leasing commissions, and tenant improvement costs in
connection with the Property which are not otherwise paid first from Gross Revenue as authorized
pursuant to this section, including, without limitation, capital costs, leasing commissions and
tenant improvement costs accrued but unpaid as of the date hereof. 



(c) Lender is in receipt of and has approved the budget for the Property from the Effective
Date to June 30, 2010 attached hereto as Exhibit “B” (the “Approved Extension Period
Budget”), which budget shall supersede any annual budget for the Property for the 2009 fiscal year
previously approved by Lender. Borrower shall pay any expense, including Operating Expenses, out
of Gross Revenue: (i) as permitted herein, (ii) as generally set forth in the Approved Extension
Period Budget, (iii) utility and insurance expenses, whether or not in excess of the Approved
Forbearance Period Budget, (iv) with respect to controllable Operating Expenses, within the greater
of three percent (3%) of the applicable line item in the Approved Extension Period Budget or
$3,000.00, (v) emergency repairs of any amount, so long as the nature of such repairs is reported
in writing to Lender within five (5) days of the occurrence giving rise to the need for such
repairs, or (vi) if not otherwise permitted under subparagraphs (i) through (v) above, as consented
to by Lender, such consent not to be unreasonably withheld and to be deemed given if Lender has
neither provided nor denied its consent to the proposed expenditure within three (3) Business Days
after the date of Borrower’s request for consent.



(d) For purposes hereof, the term “Approved Modification Period Lease” shall mean any new
Lease or amendment or modification of any Lease and tenant improvement costs and leasing
commissions to be paid in connection therewith submitted by Borrower for approval by Lender
pursuant to Section 4.1.9 of the Loan Agreement during the period of time from the Effective Date
to the Maturity Date (the “Modification Period”); provided, however, if Lender has neither provided
nor denied its written consent to the proposed new Lease or amendment or modification of any Lease
within ten (10) Business Days after the date of Borrower’s submission, then such proposed new
Lease or amendment or modification of any Lease shall be deemed an Approved Modification Period
Lease.



(e) Notwithstanding anything to the contrary contained above, Lender retains the right to
implement a lockbox in accordance with the terms of Section 11.29 of the Loan Agreement.



5. Consent to Payment of Excess Cash Flow. By its execution hereof, Lender hereby
agrees that the payment of Excess Cash Flow pursuant to the terms of this Agreement and the
Forbearance Agreement shall not violate Borrower’s covenant pursuant to the terms of Section
3.1.24(j) of the Loan Agreement.



6. Consent to Lease Amendment. By its execution hereof, Lender hereby consents to
the terms of that certain Second Amendment to Lease dated January 9, 2009, by and between Triple
Net Properties Realty, Inc., as agent for Borrower, and Bury & Partners, Inc.



7. Consent to Subsequent Transfer by ERG Chase Tower, LP. Notwithstanding
anything to the contrary in the Loan Documents, including, without limitation, any prohibitions or
limitations on: transfer of interests in the Property, modifications or amendments to the Tenants
in Common Agreement; changes in the identity of the sub-manager of the Property; and changes to the
names of any of the entities comprising Borrower, Lender agrees that Borrower may modify the
Tenants in Common Agreement to grant to ERG Chase Tower, LP (“ERG Chase”) a right to require of NNN
Chase Tower REO, LP, NNN OF8 Chase Tower REO, LP or NNN VF Chase Tower REO, LP (each, a “Chase
Owner” and collectively, the “Chase Owners”) to purchase all of the interest of ERG Chase in and to
the Property (the “Put Option”) by the giving of not less than thirty nor more than 60 days written
notice to the Chase Owners (the “Option Notice”), with a copy to Lender. Upon receipt of the
Option Notice, the Chase Owners shall (in such percentage interest as they may determine) acquire,
and ERG Chase shall sell, all of the interest of ERG Chase in and to the Property, for $10.00, in a
closing to occur effective as of April 30, 2010, so long as the conditions set forth in the next
paragraph have been completely satisfied to Lender’s satisfaction.



Lender agrees that the transfer of the interest in the Property owned by ERG Chase pursuant to
this Section 7 or the modified Tenant in Common Agreement to one or more of the Chase Owners (the
“ERG Transfer” shall be a permitted transfer under the Loan Documents and may be transferred
without Rating Agency Confirmation or any transfer fee; provided, however, that prior to such
transfer the following conditions shall be satisfied to Lender’s satisfaction: Lender shall be
provided written notice of such intended transfer as set forth above and Borrower will (a)
reimburse Lender for its actual out-of-pocket costs in connection therewith, including legal fees,
(b) execute such loan documentation reasonably required by Lender as a result of such intended
transfer (collectively, the “Option Transfer Documents”), (c) deliver such corporate authority
documentation as reasonably required by Lender, (d) cause the Title Company to deliver to Lender a
revised mortgagee title insurance policy (or endorsement to the existing Title Insurance Policy) in
form and substance satisfactory to Lender, and (e) provide all opinions of counsel as reasonably
required by Lender.



In the event the preconditions set forth herein to the ERG Transfer have been satisfied to
Lender’s satisfaction, Lender will release Andrew Pastor, Jeffrey S. Newberg, Kirk A. Rudy,
Christopher T. Ellis, David L. Roche, and Arnold B. Miller (collectively, the “Endeavor
Guarantors”) from any obligations arising from their Guaranty Agreement from and after the date of
such transfer. For the purposes of clarity, the Endeavor Guarantors shall remain fully liable for
all of their respective obligations under the Guaranty Agreement arising prior to the transfer
date. The remaining Guarantors will re-affirm their Guaranty agreement, notwithstanding the
release by Lender of the Endeavor Guarantors.



Lender further agrees that notwithstanding anything to the contrary in the Loan Documents, at
any time during the term of the Loan, ERG Chase, NNN-ERG Chase Tower GP I, LLC, ERG Chase Tower
Limited I, LP, and NNN-ERG Chase Tower GP II, LLC may change their names as permitted under their
internal governing documents and applicable law, with notice to, but without the necessity of
obtaining the consent of Lender.



8. Representations and Warranties. As an additional material inducement to Lender to
enter into this Agreement, each of Borrower and Guarantor hereby represents and warrants to Lender
that:




(a) the Loan Documents, as modified hereby, are in full force and effect and neither
Borrower nor any other person or entity, including, without limitation, Guarantor, has any
defense, counterclaim or offset to the payment and performance of the Loan Documents, as
modified hereby, nor any claim or cause of action against Lender;




(b) the representations and warranties of Borrower set forth in the Loan Documents are
true and correct in all material respects as of the date hereof and are hereby reaffirmed as
if such representations and warranties had been made on the date hereof and shall continue
in full force and effect;




(c) the Property has achieved and maintains the Debt Service Coverage Ratio required by
the terms of the Loan Documents in connection with the Extension Option set forth therein;




(d) There is no Event of Default by Borrower under the Loan; and




(e) this Agreement constitutes the legal, valid and binding obligation of Borrower and
Guarantor enforceable against Borrower and Guarantor in accordance with the terms hereof.



The representations and warranties contained in this Agreement shall survive the consummation
of the transactions contemplated by this Agreement.



9. Costs and Expenses. Borrower shall pay all reasonable closing costs and fees and
expenses incurred by Lender in connection with this Agreement and the transactions contemplated
hereby, including, without limitation, Lender’s reasonable attorneys’ fees and expenses, recording
fees and taxes, and title premiums.



10. Ratification. Each of Borrower and Guarantor hereby affirms, confirms, ratifies,
renews and extends the debts, duties, obligations, liabilities, rights, titles, security interests,
liens, powers and privileges created or arising by virtue of the Loan Documents, as modified
hereby, until all of the Indebtedness and Obligations, as such terms are defined in the Loan
Documents, have been paid and performed in full.



11. No Other Modification. Except as expressly provided herein, all the terms,
provisions, debts, duties, obligations, liabilities, representations, warranties, rights, titles,
security interests, liens, powers and privileges existing by virtue of the Loan Documents shall be
and continue in full force and effect and are hereby acknowledged by Borrower and Guarantor to be
legal, valid, binding and enforceable in accordance with their terms.



12. Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Texas and the laws of the United States applicable to
transactions within Texas.



13. Successors and Assigns. This Agreement shall be binding upon the parties hereto
and their respective heirs, personal representatives, successors and assigns. Nothing contained
herein shall act to amend or modify any of the provisions of the Loan Documents which restrict or
prohibit assignment or transfer.



14. No Waiver. Neither this Agreement nor any provision of any of the Loan Documents
may be waived, modified or amended, except by an instrument in writing signed by the party against
which the enforcement of such waiver, modification or amendment is sought, and then only to the
extent set forth in such instrument.



15. No Oral Agreements. THIS AGREEMENT AND THE OTHER DOCUMENTS ENTERED INTO IN REGARD
TO THE LOAN REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL
AGREEMENTS AMONG THE PARTIES.



16. Counterparts. This Agreement may be executed in any number of identical
counterparts each of which shall be deemed to be an original and all, when taken together, shall
constitute one and the same instrument. A facsimile or similar transmission of a counterpart signed
by a signatory hereto shall be regarded as signed by such signatory for purposes hereof.



[Remainder of page intentionally left blank]





1






EXECUTED as of the day and year first above written.



LENDER:



PSP/MRC DEBT PORTFOLIO S-1, L.P.,


successor-in-interest to MMA Realty Capital, LLC



By: Morrison Grove Capital Advisors, LLC,


its general partner



By: /s/ Mark H. Johnson

Name: Mark H. Johnson

Its: Chief Investment Officer




[SIGNATURES CONTINUED ON FOLLOWING PAGE]





2






BORROWER:



NNN CHASE TOWER REO, LP,


a Texas limited partnership



By: NNN Chase Tower, LLC,


a Delaware limited liability company,


its general partner



By: Grubb & Ellis Realty Investors, LLC



f/k/a Triple Net Properties, LLC,



a Virginia limited liability company,


its Vice President



By: /s/ Michael J. Rispoli

Name: Michael J. Rispoli

Its: Chief Financial Officer




NNN OF8 CHASE TOWER REO, LP,


a Texas limited partnership



By: NNN OF8 Chase Tower, LLC,





a Delaware limited liability company,


its general partner



By: Grubb & Ellis Realty Investors, LLC


f/k/a Triple Net Properties, LLC,


a Virginia limited liability company,


its Vice President



By: /s/ Michael J. Rispoli

Name: Michael J. Rispoli

Its: Chief Financial Officer




[SIGNATURES CONTINUED ON FOLLOWING PAGE]





3






ERG CHASE TOWER, LP,


a Texas limited partnership



By: NNN-ERG Chase Tower GP I, LLC,


a Delaware limited liability company,


its general partner



By: /s/ Bryce Miller

Name: Bryce Miller

Its: Executive Vice President




NNN VF CHASE TOWER REO, LP,


a Texas limited partnership



By: NNN VF Chase Tower, LLC,





a Delaware limited liability company,


its general partner



By: Grubb & Ellis Realty Investors LLC


f/k/a Triple Net Properties, LLC,


a Virginia limited liability company,


its Vice President



By: /s/ Michael J. Rispoli

Name: Michael J. Rispoli

Its: Chief Financial Officer




[SIGNATURES CONTINUED ON FOLLOWING PAGE]





4






GUARANTORS:



GRUBB & ELLIS REALTY INVESTORS, LLC



f/k/a TRIPLE NET PROPERTIES, LLC,



a Virginia limited liability company



By: /s/ Michael J. Rispoli

Name: Michael J. Rispoli

Its: Chief Financial Officer




NNN OPPORTUNITY FUND VIII, LLC,





a Delaware limited liability company



By: Grubb & Ellis Realty Investors, LLC


f/k/a Triple Net Properties, LLC,


its manager



By: /s/ Michael J. Rispoli

Name: Michael J. Rispoli

Its: Chief Financial Officer




/s/ Andrew Pastor


ANDREW PASTOR, Individually



/s/ Jeffrey S. Newberg


JEFFREY S. NEWBERG, Individually



[SIGNATURES CONTINUED ON FOLLOWING PAGE]






5






/s/ Kirk A. Rudy


KIRK A. RUDY, Individually



/s/ Christopher T. Ellis


CHRISTOPHER T. ELLIS, Individually



/s/ David L. Roche


DAVID L. ROCHE, Individually



/s/ Arnold B. Miller


ARNOLD B. MILLER, Individually



NNN 2003 VALUE FUND, LLC,





a Delaware limited liability company



By: Grubb & Ellis Realty Investors, LLC


f/k/a Triple Net Properties, LLC,


its manager



By: /s/ Michael J. Rispoli

Name: Michael J. Rispoli

Its: Chief Financial Officer




6



	 	 	 
	STATE OF FLORIDA

COUNTY OF Hillsborough

	 	§

§

§






BEFORE ME, the undersigned authority, on this day personally appeared Mark H. Johnson, Chief
Investment Officer of Morrison Grove Capital Advisors, LLC, the general partner of PSP/MRC DEBT
PORTFOLIO S-1, L.P., successor-in-interest to MMA Realty Capital, LLC, on behalf of said limited
liability company and said limited partnership.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 21st day of July, 2009.



	 	 	 	 	 
	My Commission Expires:
	 	

	 	/s/ Nicole Kaspi

Notary Public in and for the State of Florida




	10/16/2010
	 	 	 	Nicole Kaspi

Printed Name of Notary







7




	 	 	 	 	 
	THE STATE OF CALIFORNIA

COUNTY OF ORANGE
	 	§

§

§
	 	












The foregoing instrument was executed and acknowledged before me on this the 17th
day of July, 2009, by Michael J. Rispoli, Chief Financial Officer of Grubb & Ellis Realty
Investors, LLC f/k/a Triple Net Properties, LLC, a Virginia limited liability company, Vice
President of NNN CHASE TOWER, LLC, a Delaware limited liability company, the general partner of NNN
CHASE TOWER REO, LP, a Texas limited partnership, on behalf of said companies and said limited
partnership.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 	 	 
	My Commission Expires:

	 	

	 	/s/ P.C. Han

Notary Public in and for the State of California



	June 25, 2011

	 	 	 	P.C. Han

Printed Name of Notary
	THE STATE OF CALIFORNIA

COUNTY OF ORANGE

	 	§

§

§
	 	











The foregoing instrument was executed and acknowledged before me on this the 17th
day of July, 2009, by Michael J. Rispoli, Chief Financial Officer of Grubb & Ellis Realty
Investors, LLC f/k/a Triple Net Properties, LLC, a Virginia limited liability company, Vice
President of NNN CHASE TOWER, LLC, a Delaware limited liability company, the general partner of NNN
CHASE TOWER REO, LP, a Texas limited partnership, on behalf of said companies and said limited
partnership.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 	 	 
	My Commission Expires:

	 	

	 	/s/ P.C. Han

Notary Public in and for the State of California



	June 25, 2011

	 	 	 	P.C. Han

Printed Name of Notary






8




	 	 	 	 	 
	THE STATE OF TEXAS

COUNTY OF TRAVIS

	 	§

§

§
	 	











The foregoing instrument was executed and acknowledged before me on this the 17th
day of July, 2009, by Bryce Miller, Executive Vice President of NNN-ERG CHASE TOWER GP I, LLC, a
Delaware limited liability company, the general partner of ERG CHASE TOWER, LP, a Texas limited
partnership, on behalf of said company and said limited partnership.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 	 	 
	My Commission Expires:
	 	

	 	/s/ Steve Harvey

Notary Public in and for the State of Texas




	08/24/2011
	 	 	 	Steve Harvey

Printed Name of Notary

	THE STATE OF CALIFORNIA

COUNTY OF ORANGE
	 	§

§

§
	 	












The foregoing instrument was executed and acknowledged before me on this the 17th
day of July, 2009, by Michael J. Rispoli, Chief Financial Officer of Grubb & Ellis Realty
Investors, LLC f/k/a Triple Net Properties, LLC, a Virginia limited liability company, Vice
President of NNN CHASE TOWER, LLC, a Delaware limited liability company, the general partner of NNN
CHASE TOWER REO, LP, a Texas limited partnership, on behalf of said companies and said limited
partnership.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 	 	 
	My Commission Expires:

	 	

	 	/s/ P.C. Han

Notary Public in and for the State of California



	June 25, 2011

	 	 	 	P.C. Han

Printed Name of Notary






9




	 	 	 	 	 
	THE STATE OF CALIFORNIA

COUNTY OF ORANGE

	 	§

§

§
	 	











The foregoing instrument was executed and acknowledged before me on this the 17th
day of July, 2009, by Michael J. Rispoli, Chief Financial Officer of Grubb & Ellis Realty
Investors, LLC f/k/a Triple Net Properties, LLC, a Virginia limited liability company, Vice
President of NNN CHASE TOWER, LLC, a Delaware limited liability company, the general partner of NNN
CHASE TOWER REO, LP, a Texas limited partnership, on behalf of said companies and said limited
partnership.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 	 	 
	My Commission Expires:

	 	

	 	/s/ P.C. Han

Notary Public in and for the State of California



	June 25, 2011

	 	 	 	P.C. Han

Printed Name of Notary
	THE STATE OF CALIFORNIA

COUNTY OF ORANGE

	 	§

§

§
	 	











The foregoing instrument was executed and acknowledged before me on this the 17th
day of July, 2009, by Michael J. Rispoli, Chief Financial Officer of Grubb & Ellis Realty
Investors, LLC f/k/a Triple Net Properties, LLC, a Virginia limited liability company, Vice
President of NNN CHASE TOWER, LLC, a Delaware limited liability company, the general partner of NNN
CHASE TOWER REO, LP, a Texas limited partnership, on behalf of said companies and said limited
partnership.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 	 	 
	My Commission Expires:

	 	

	 	/s/ P.C. Han

Notary Public in and for the State of California



	June 25, 2011

	 	 	 	P.C. Han

Printed Name of Notary






10




	 	 	 	 	 
	THE STATE OF TEXAS

COUNTY OF TRAVIS

	 	§

§

§
	 	











The foregoing instrument was executed and acknowledged before me on this the 17th
day of July, 2009, by ANDREW PASTOR.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 	 	 
	My Commission Expires:
	 	

	 	/s/ Steve Harvey

Notary Public in and for the State of Texas




	08/24/2011
	 	 	 	Steve Harvey

Printed Name of Notary

	THE STATE OF TEXAS

COUNTY OF TRAVIS
	 	§

§

§
	 	












The foregoing instrument was executed and acknowledged before me on this the 17th
day of July, 2009, by JEFFREY S. NEWBERG.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 	 	 
	My Commission Expires:
	 	

	 	/s/ Steve Harvey

Notary Public in and for the State of Texas




	08/24/2011
	 	 	 	Steve Harvey

Printed Name of Notary

	THE STATE OF TEXAS

COUNTY OF TRAVIS
	 	§

§

§
	 	












The foregoing instrument was executed and acknowledged before me on this the 120h
day of July, 2009, by KIRK A. RUDY.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 20th day of July, 2009.



	 	 	 	 	 
	My Commission Expires:
	 	

	 	/s/ Steve Harvey

Notary Public in and for the State of Texas




	08/24/2011
	 	 	 	Steve Harvey

Printed Name of Notary

	THE STATE OF TEXAS

COUNTY OF TRAVIS
	 	§

§

§
	 	












The foregoing instrument was executed and acknowledged before me on this the 22nd
day of July, 2009, by CHRISTOPHER T. ELLIS.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 22nd day of July, 2009.



	 	 	 	 	 
	My Commission Expires:
	 	

	 	/s/ Steve Harvey

Notary Public in and for the State of Texas




	08/24/2011
	 	 	 	Steve Harvey

Printed Name of Notary

	THE STATE OF TEXAS

COUNTY OF TRAVIS
	 	§

§

§
	 	












The foregoing instrument was executed and acknowledged before me on this the 17th
day of July, 2009, by DAVID L. ROCHE.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 	 	 
	My Commission Expires:
	 	

	 	/s/ Nancy VanHemert

Notary Public in and for the State of Texas




	08/26/2011
	 	 	 	Nancy VanHemert

Printed Name of Notary

	THE STATE OF TEXAS

COUNTY OF TRAVIS
	 	§

§

§
	 	












The foregoing instrument was executed and acknowledged before me on this the 17th
day of July, 2009, by ARNOLD B. MILLER.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 	 	 
	My Commission Expires:
	 	

	 	/s/ Nancy VanHemert

Notary Public in and for the State of Texas




	08/26/2011
	 	 	 	Nancy VanHemert

Printed Name of Notary







11




	 	 	 	 	 
	THE STATE OF CALIFORNIA

COUNTY OF ORANGE
	 	§

§

§
	 	












The foregoing instrument was executed and acknowledged before me on this the 17th
day of July, 2009, by Michael J. Rispoli, Chief Financial Officer of Grubb & Ellis Realty
Investors, LLC f/k/a Triple Net Properties, LLC, a Virginia limited liability company, Vice
President of NNN CHASE TOWER, LLC, a Delaware limited liability company, the general partner of NNN
CHASE TOWER REO, LP, a Texas limited partnership, on behalf of said companies and said limited
partnership.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 
	My Commission Expires:
	 	/s/ P.C. Han

Notary Public in and for the State of California




	June 25, 2011
	 	P.C. Han

Printed Name of Notary







EXHIBIT “A”

The Land




TRACT 1: (FEE SIMPLE)



ALL of that certain tract or parcel of land being all of Block 54 in the Original City of Austin,
Travis County, Texas, including the vacated alley in said block, according to the Map or Plat of
said City on file in the General Land Office of the State of Texas, being that same tract of land
described in Document No. 2001074936 of the Official Public Records of Travis County, Texas, and
including the vacated portions of Lavaca Street, an 80 foot wide public right-of-way, and Colorado
Street, an 80 foot wide public right-of-way, being those same tracts of land described in Volume
12036, Page 1644 of the Real Property Records of Travis County, Texas, said tract being more
particularly described by metes and bounds as follows:



BEGINNING at a punch hole set in tile at the intersection of the North R.O.W. line of West 5th
Street (80 foot wide public right-of-way), and the East R.O.W. line of Lavaca Street (80 foot wide
public right-of-way), being at the Southwest corner of the said Block 54, for the Southwest corner
and PLACE OF BEGINNING hereof;



THENCE along the West line of the said Block 54, being the East R.O.W. line of Lavaca Street, North
18 degrees 54 minutes East for a distance of 159.28 feet to a punch hole set in granite at the
Southeast corner of that certain 36 square foot tract described in said Volume 12036, Page 1644;



THENCE along the South line of said 36 square foot tract, North 71 degrees 06 minutes West for a
distance of 0.33 feet to a punch hole set in granite at the Southwest corner of said 36 square foot
tract;



THENCE along the West line of the said 36 square foot tract, being the East R.O.W. line of Lavaca
Street, North 18 degrees 54 minutes East for a distance of 110.00 feet to a punch hole set in
granite at the Northwest corner of said 36 square foot tract;



THENCE along the North line of the said 36 square foot tract, South 71 degrees 06 minutes East for
a distance of 0.33 feet to a punch hole set in granite at the Northeast corner of said 36 square
foot tract, being in the West line of said Block 54;



THENCE along the West line of said Block 54, being the East R.O.W. line of Lavaca Street, North 18
degrees 54 minutes East for a distance of 7.60 feet to a punch hole set in granite at the Northwest
corner of the said Block 54, being at the intersection of the East R.O.W. line of Lavaca Street and
the South R.O.W. line of West 6th Street (80 foot public right-of-way), for the Northwest corner
hereof;



THENCE along the North line of the said Block 54, being the South R.O.W. line of West 6th Street,
South 71 degrees 00 minutes East for a distance of 276.10 feet to a punch hole set in granite at
the Northeast corner of said Block 54, being at the intersection of the South R.O.W. line of West
6th Street and the West R.O.W. line of Colorado Street (80 foot wide public right-of-way), for the
Northeast corner hereof;



THENCE along the East line of said Block 54, being the West R.O.W. line of Colorado Street, South
18 degrees 55 minutes West for a distance of 7.60 feet to a punch hole set in granite at the
Northwest corner of that certain 52 square foot tract of land described in said Volume 12036, Page
1644;



THENCE along the North line of said 52 square foot tract, South 71 degrees 05 minutes East for a
distance of 0.33 feet to a punch hole set in granite at the Northeast corner of said 52 square foot
tract;



THENCE along the East line of said 52 square foot tract, being the West R.O.W. line of Colorado
Street, South 18 degrees 55 minutes West for a distance of 156.15 feet to a punch hole set in
granite at the Southeast corner of said 52 square foot tract;



THENCE along the South line of said 52 square foot tract, North 71 degrees 05 minutes West for a
distance of 0.33 feet to a punch hole set in granite at the Southwest corner of said 52 square foot
tract, being in the East line of said Block 54;



THENCE along the East line of said Block 54, being the West R.O.W. line of Colorado Street, South
18 degrees 55 minutes West for a distance of 112.85 feet to a punch hole set in tile at the
Southeast corner of said Block 54, being at the intersection of the West R.O.W. line of Colorado
Street and the North R.O.W. line of West 5th Street, for the Southeast corner hereof;



THENCE along the South line of said Block 54, being the North R.O.W. line of West 5th Street, North
71 degrees 03 minutes West for a distance of 276.04 feet to the PLACE OF BEGINNING and containing
76,488 square feet of land.



TRACT 2: (LICENSE)



License Estate for aerial passageway created pursuant to that certain License Agreement dated
February 22, 1980, by and between the American National Bank of Austin and the City of Austin,
recorded in Volume 6928, Page 857 of the Deed Records of Travis County, Texas, over and across the
following described real property:



ALL that certain tract or parcel of land, being a portion of Lavaca Street, an 80 foot wide public
right-of-way, according to the map or plat of the Original City of Austin, Travis County, Texas, on
file in the General Land Office of the State of Texas, being all of that certain 800 square foot
License Agreement dated February 22, 1980, by and between the American National Bank of Austin and
the City of Austin, as recorded in Volume 6928, Page 857 of the Deed Records of Travis County,
Texas, said tract being more particularly described by metes and bounds as follows:



BEGINNING at a point in the West R.O.W. line of Lavaca Street, being at the Northeast corner of Lot
6, Block 53 of the said Original City of Austin, for the Northwest corner and PLACE OF BEGINNING
hereof;



THENCE crossing said Lavaca Street with the North line of the herein described tract, South 71
degrees 06 minutes East for a distance of 80.00 feet to a point in the East R.O.W. line of Lavaca
Street, being in the West line of Block 54 of the said Original City of Austin, for the Northeast
corner hereof;



THENCE along the East R.O.W. line of Lavaca Street, being the West line of said Block 54, South 18
degrees 54 minutes West for a distance of 10.00 feet to a point for the Southeast corner hereof;



THENCE crossing said Lavaca Street, with the South line of the herein described tract, North 71
degrees 06 minutes West for a distance of 80.00 feet to a point in the West R.O.W. line of Lavaca
Street, being in the East line of said Lot 6, Block 53, for the Southwest corner hereof;



THENCE along the East line of said Lot 6, Block 53, being the West R.O.W. line of Lavaca Street,
North 18 degrees 54 minutes East for a distance of 10.00 feet to the PLACE OF BEGINNING and
containing 800 square feet of land.



TRACT 3: (EASEMENT)



Easement Estate created pursuant to that certain Declaration of Easement executed by American
National Bank of Austin, dated December 15, 1983, recorded in Volume 8397, Page 3, and again in
Volume 8397, Page 281 of the Deed Records of Travis County, Texas, as corrected in Volume 11512,
Page 507, and amended in Volume 11512, Page 517, of the Real Property Records of Travis County,
Texas, over and across the following described real property:



ALL of that certain tract or parcel of land, being a portion of Lavaca Street, an 80 foot wide
public right-of-way, and being a portion of Block 54, both according to the map or plat of the
Original City of Austin, Travis County, Texas, on file in the General Land Office of the State of
Texas, being all of that certain aerial passageway easement created by that certain Declaration of
Easement executed by American National Bank of Austin, dated December 15, 1983, as recorded in
Volume 8397, Page 3 and Volume 8397, Page 281 of the Deed Records of Travis County, Texas, as
corrected in Volume 11512, Page 507 and amended in Volume 11512, Page 517 of the Real Property
Records of Travis County, Texas, said easement being more particularly described by metes and
bounds as follows:



BEGINNING at a point in the West R.O.W. line of Lavaca Street, being at the Northeast corner of Lot
6, Block 53 of the said Original City of Austin for the Northwest corner and PLACE OF BEGINNING
hereof;



THENCE along the North line of the herein described easement, South 71 degrees 06 minutes East at a
distance of 80.00 feet passing the East R.O.W. line of Lavaca Street, and continuing for a total
distance of 97.50 feet to a point for the Northeast corner hereof;



THENCE along the East line of the herein described easement, South 18 degrees 54 minutes West for a
distance of 15.00 feet to a point for the Southeast corner hereof;



THENCE along the South line of the herein described easement, North 71 degrees 06 minutes West for
a distance of 10.00 feet to an angle point and North 18 degrees 54 minutes East for a distance of
6.20 feet to an angle point;



THENCE continuing along the South line of the herein described easement, North 71 degrees 06
minutes West at a distance of 7.50 feet passing the East R.O.W. line of Lavaca Street and
continuing for a total distance of 87.50 feet to a point in the West R.O.W. line of Lavaca Street,
being in the East line of said Lot 6, Block 53, for the Southwest corner hereof;



THENCE along the East line of said Lot 6, Block 53, being the West R.O.W. line of Lavaca Street,
North 18 degrees 54 minutes East for a distance of 8.80 feet to the PLACE OF BEGINNING and
containing 920 square feet of land.



TRACT 4: (LICENSE)



License Estate for surface encroachment of a bank depository and granite sidewalk pavers and the
subsurface encroachment of the basement from Block 54 into the following described 2,582 square
foot portion of Colorado Street, created pursuant to that certain License Agreement dated January
7, 1992, by and between the City of Austin and BOT Associates, Ltd., recorded in Volume 11605, Page
1199 of the Real Property Records of Travis County, Texas, and being more particularly described as
follows:



ALL of that certain tract or parcel of land, being a portion of Colorado Street, an 80 foot wide
public right-of-way, according to the map or plat of the Original City of Austin, Travis County,
Texas, on file in the General Land Office of the State of Texas, being all of that certain 2,582
square foot License Agreement dated January 7, 1992, by and between the City of Austin and BOT
Associates, Ltd., as recorded in Volume 11605, Page 1199 of the Real Property Records of Travis
County, Texas, said tract being more particularly described by metes and bounds as follows:



BEGINNING at the Southeast corner of Block 54 of the said Original City of Austin, being at the
intersection of the West R.O.W. line of Colorado Street and the North R.O.W. line of West 5th
Street (80 foot wide public right-of-way), for the Southwest corner and PLACE OF BEGINNING hereof;



THENCE along the West R.O.W. line of Colorado Street, being the East line of said Block 54, North
18 degrees 55 minutes East at a distance of 112.85 feet passing the Southwest corner of that
certain 52 square foot portion of Colorado Street as described in Volume 12036, Page 1644 of the
Real Property Records of Travis County, Texas, and continuing for a total distance of 269.00 feet
to the Northwest corner of said 52 square foot tract, for the Northwest corner hereof;



THENCE along the North line of the herein described tract, South 71 degrees 03 minutes East for a
distance of 9.60 feet to a point for the Northeast corner hereof;



THENCE along the East line of the herein described tract, South 18 degrees 55 minutes West for a
distance of 269.00 feet to a point for the Southeast corner hereof;



THENCE along the South line of the herein described tract, North 71 degrees 03 minutes West for a
distance of 9.60 feet to the PLACE OF BEGINNING and containing 2,582 square feet of land.



TRACT 5: (EASEMENT)



Non-exclusive easement estate appurtenant to Tract 1, for maintaining the equipment which services
the skybridge located on Tract 2 described above, across Lots 1, 2, 3, 4, 5, and 6, Block 53 of the
Original City of Austin, Travis County, Texas, as recorded in the General Land Office of the State
of Texas, as described and created in that certain Easement Agreement dated September 30, 1991,
recorded in Volume 11532, Page 1804 of the Real Property Records of Travis County, Texas.



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EXHIBIT B




Approved Extension Period Budget





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