exv10w6



 





EXHIBIT 10.6




AMENDMENT TO CONTRACT OF SALE




     This Amendment to Contract of Sale (“Amendment”), the effective date of which is July
31, 2006, is entered into by TR WALKER RANCH PARTNERS, LTD., a Texas limited partnership
(“Seller”) and TRIPLE NET PROPERTIES, LLC, a Virginia limited liability company (“Buyer”). Buyer
and Seller are sometimes collectively referred to herein as the “Parties”.



Recitals




     A. WHEREAS, Seller and Buyer entered into that certain Contract of Sale (the
“Agreement”) with an Effective Date of May 4, 2006, pursuant to which Seller agreed to sell
and Buyer agreed to purchase certain improved real property located in Bexar County, Texas,
more particularly described in the Agreement;



     B. WHEREAS, pursuant to the terms of the Agreement, the Feasibility Period
expired May 5, 2006, but was then extended to May 12, 2006, and then June 2, 2006, pursuant
to letter agreements by and between Seller and Buyer dated May 5, 2006, and May 25, 2006,
respectively; and



     C. WHEREAS, Seller and Buyer entered into that certain Amendment to Contract
of Sale (the “June Amendment”) with an effective date of June 2, 2006, which extended the
Closing Date of the Agreement to August 1, 2006.



     D. WHEREAS, Seller and Buyer mutually desire to amend certain provisions of the
Agreement.



Agreement




     NOW, THEREFORE, for and in consideration of the mutual promises and agreements set forth
herein entered into by Buyer and Seller, the receipt and sufficiency of which is acknowledged,
Seller and Buyer agree as follows:




	 	1.	 	On or before August 11, 2006, Buyer will deliver to the title company an
additional
ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($150,000.00) in
additional earnest money (the “Additional Earnest Money”) to be applied in partial
payment of the Sales Price at Closing and/or otherwise disbursed in the same fashion
as the Earnest Money in accordance with the provisions of the Agreement.
	 
	 	2.	 	Section 4(a) of the Agreement is hereby deleted and the following Section
4(a) is
inserted in its stead;
	 
	 	 	 	“(a) The closing of the sale of the property to Buyer (the
“Closing”) shall take place at the Title Company no later than September 6,
2006, (the “Closing Date”),”

	 
	 	 	 	All provisions relating to Buyer’s one-time right to extend the Closing Date are
removed and of no further force or effect.
	 
	 	3.	 	Buyer hereby approves in all respects the Landscaping, Utility, Parking and
Permanent Access Easement (the “Easement”) attached hereto as Exhibit A. Buyer
acknowledges that the Easement will be recorded in the Real Property Records in




 









 






	 	 	 	Bexar County, Texas, prior to Closing and agrees that the Easement will be a
Permitted Exception.
	 
	 	4.	 	Buyer agrees, as a covenant to survive Closing, that it will sign and join in a
replat of
the Property prepared by Seller, at Seller’s sole cost and expense, such replat being
solely for the purpose of showing and further defining the Easement.
	 
	 	5.	 	All terms defined in the Agreement and denoted by initial capital letters shall
have the
same meanings provided in the Agreement when used in this Amendment, except to
the extent that the meaning of any defined term is modified by or expressly set forth
in the provisions of this Amendment.
	 
	 	6.	 	This Amendment may be executed in multiple originals, each of which shall
constitute an original for all purposes and together which shall constitute a fully
executed agreement. A facsimile signature shall be deemed an original signature for
all purposes.





     IN WITNESS WHEREOF, Seller and Buyer have executed this Amendment to be effective as of July
31,2006.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	SELLER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	TR WALKER RANCH PARTNERS, LTD.,	 	 
	 	 	a Texas limited partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	TRDC Walker Partners, Ltd.,	 	 
	 	 	 	 	a Texas limited partnership, its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Thompson Realty Development Corporation,	 	 
	 	 	 	 	 	 	a Texas corporation, its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:

Name:
	 	/s/ W. T. Field
 

W. T. Field
	 	 
	 

	 	 	 	 	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	BUYER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	TRIPLE NET PROPERTIES, LLC,	 	 
	 	 	a Virginia limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	 	 	/s/ Louis Rogers	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	 	 	Louis Rogers	 	 
	 	 	Title:	 	 	 	President	 	 











 









 












EXHIBIT A




LANDSCAPING,
UTILITY, PARKING

AND PERMANENT ACCESS EASEMENT




STATE OF TEXAS

COUNTY OF BEXAR




     WHEREAS, TR WALKER RANCH PARTNERS, LTD. (“Grantor”), the owner of that certain approximately
0.2409 acre tract of real property more particularly described on Exhibit A attached
hereto and made a part hereof for all purposes(“Tract I”), in consideration of the sum of Ten
Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, does hereby grant to GSSW WALKER. LTD. (“Grantee”), the owner of that
certain approximately 1,2693 acre tract of real property more particularly described on
Exhibit B attached hereto and made a part hereof for all purposes (“Tract II”), a
landscaping, utility, parking and ingress and egress easement across Tract I.



     This easement is granted for the purpose of permanent, non-exclusive landscaping and utility
installation and maintenance, parking, and access over and across to be paved and to be
developed portions of Tract I, specifically including vehicular and pedestrian access. Grantee
may install and construct landscaping, utilities, paved parking spaces, and a paved access drive
at any time and in any location within the boundaries of Tract I. Grantee will comply with all
applicable laws in connection with the installation and construction of landscaping, utilities,
paved parking spaces, and an access drive and will hold Grantor harmless from any cost or damage
associated with such installation and construction. Grantee may reconfigure the landscaping,
access drive, and parking spaces at any time at Grantee’s sole cost and expense. Grantee will
maintain all improvements installed or constructed by Grantee, including any landscaping,
utilities, parking spaces, and the access drive.



     If Grantee defaults in the performance of its obligations hereunder and Grantee does not
commence the cure of such default within thirty (30) days following delivery of written notice by
Grantor, Grantor shall have the right to: (i) perform such obligation on behalf of Grantee, in
which event Grantee shall reimburse Grantor for all amounts expended by Grantor on behalf of
Grantee, together with interest thereon at the lesser of ten percent (10%) per annum, or the
maximum amount permitted by law, from the, date the amounts are expended until the date repaid;
and/or (ii) exercise any other rights or remedies available to Grantor either at law or in equity.



     If any unpaid obligation
or any part thereof is not paid, and such unpaid obligation remains
unpaid for a period of thirty (30) days following delivery of written notice by Grantor, then the
unpaid amount of such unpaid obligation shall become delinquent. It shall, together with such
interest thereon and cost of collection thereof as hereinabove provided, thereupon become a
continuing lien on Tract II which shall bind Tract II, and shall be a personal obligation of
Grantee and its heirs, executors devisees, or personal representatives for so long as title to
Tract II remains in Grantee, but only during such period of ownership. The obligation to pay shall
not be a personal obligation of Grantee’s successors in title unless expressly assumed by them.
However, the lien for unpaid obligations shall be unaffected by any sale or assignment of Tract II
and shall continue in full force and effect. By accepting a deed or other conveyance to Tract II
every person hereafter acquiring any interest in such Tract II shall be deemed to have covenanted
and agreed to pay the unpaid obligation provided for herein in the same manner as if the covenant
and agreement to pay were expressly set forth in such deed of other conveyance, without regard to
whether such covenant and agreement shall actually be so expressed in any such deed or other
conveyance.



 









 






     No delay or omission of Grantor in the exercise of any right created
hereunder shall impair such right, or be construed to be a waiver thereof, and
every such right may be exercised at any time during the continuance
of an event
of default hereunder. A waiver by Grantor of a breach of, or default in, any of
the terms and conditions of this easement shall not be construed to be a waiver
of any subsequent breach thereof or of any other provision of this easement.




     Any notice required, permitted or desired to be given under this easement
shall be in writing, and shall be deemed to have been sufficiently given or
served for all purposes if it is mailed by registered or certified mail, return
receipt requested, or delivered by an overnight delivery service at the address
set forth below, or at such other address as the respective party may from
time-to-time designate. Notices delivered by mail shall be deemed given on the
date when deposited in a post office or other depository under the care and
custody of the United States Postal Service, enclosed in a wrapper with proper
postage affixed, and notices delivered by other means shall be effective when
received by the party to whom the same is addressed, and such notices shall be
addressed as follows:



	 	 	 	 	 	 	 
	 	 	If to Grantee:	 	GSSW Walker Ltd.
	 

	 	 	 	 	 	c/o Thompson Realty Development Corporation
	 

	 	 	 	 	 	2505 N. Plano Road
	 

	 	 	 	 	 	Suite 3000
	 

	 	 	 	 	 	Richardson, Texas 75082
	 
	 	 	 	 	 	 
	 	 	If to Grantor:	 	TR Walker Ranch Partners, Ltd.
	 

	 	 	 	 	 	c/o Thompson Realty Management Corporation
	 

	 	 	 	 	 	14500 Blanco Road
	 

	 	 	 	 	 	San Antonio, Texas 78216






     TO HAVE AND TO HOLD the same perpetually unto Grantee and its successors and
assigns, and Grantor does hereby bind itself to warrant and defend the easement unto
Grantee against any person whomsoever lawfully claiming or to claim the same or any
part thereof, by, through, or under Grantor, but not otherwise. This easement is a
covenant running with the land for the permanent benefit of Tract II.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	GRANTOR:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	TR WALKER RANCH PARTNERS, LTD.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	TRDC Walker Partners, Ltd.,	 	 
	 	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By: Thompson Realty Development Corporation,	 	 
	 	 	 	 	  its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

W.T. Field, President
	 	 







 










 





STATE OF TEXAS

COUNTY OF COLLIN




     BEFORE
ME, the undersigned, a Notary Public in and for the State of Texas,
on this _____ of
July, 2006, personally appeared W.T. Field, President of Thompson Realty Development
Corporation, general partner of TRDC Walker Ranch Partners, Ltd., general partner of
TR Walker Ranch Partners, Ltd., on behalf of such limited partnership.




	 	 	 	 	 
	 

	 	 

Notary Public, State of Texas
	 	 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	GRANTEE:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	GSSW WALKER, LTD.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Thompson Realty Development Corporation,

its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	W. T. Field, President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Riverdale Square-REO, L.P.,	 	 
	 	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Americo Services, Inc.,	 	 
	 	 	 	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

Thomas W. Sabin, Jr.,
	 	 
	 

	 	 	 	 	 	 	 	Vice President	 	 






STATE OF TEXAS

COUNTY OF COLLIN




     BEFORE
ME, the undersigned, a Notary Public in and for the State of Texas, on this ___of
July, 2006, personally appeared W.T. Field, President of Thompson
Realty Development Corporation, general partner of GSSW Walker, Ltd., on behalf of such Limited partnership.



	 	 	 	 	 
	 

	 	 

Notary Public, State of Texas
	 	 






 









 





STATE OF TEXAS

COUNTY OF                    




     BEFORE ME, the undersigned, a Notary Public in and for the State of Texas, on this ___of July,
2006, personally appeared Thomas W. Sabin, Jr., Vice President of Americo Services, Inc., general
partner of Riverdale Square-REO, L.P., general partner of GSSW Walker, Ltd., on behalf of such
limited partnership.



	 	 	 	 	 
	 

	 	 

Notary Public, State of Texas
	 	 






 









 







EXHIBIT A




TRACT I



A 0.2409 OF AN ACRE (10,493 SQUARE FEET) PARCEL OUT OF LOT 3, BLOCK 1, WALKER RANCH SUBDIVISION
(PLAT REFERENCE: VOLUME 9563, PAGE 80), NEW CITY BLOCK 17160, SITUATED IN THE CITY OF SAN ANTONIO,
BEXAR COUNTY, TEXAS AND BEING MORE PARTICULARY DESCRIBED IN A
CLOCKWISE MANNER AS FOLLOWS:




	 	 	 
	COMMENCING:

	 	At a found 1/2” iron rod and cap “MBC” in the easterly
right-of-way line of Blanco Road (a 120 foot public
right-of-way), said iron rod also marks the westernmost southwest corner
of said Lot 3 and the northernmost corner of Lot 7, Block 1, LYY
Walker Ranch Tract 9 (Flat Reference: Volume 9570, Page 29).
	 

	 	 
	 
	 	 
	THENCE:

	 	S 50008’14” E, 25.12 feet, along and with the
common line of said Lot 3 and Lot 7, to a non-tangent point in
a curve concave northwest, said point also being the POINT OF
BEGINNING of the herein described tract;
	 
	 	 
	THENCE:

	 	70.53 feet, along said curve, having a central angle of
02039’45”, a radius of 1,517.69 feet, a chord
bearing of N 32052’13” E and a chord distance of
70.52 feet to a non-tangent point in the southwest line of a
channel easement as recorded in Volume 4809, Page 1961 of the
official Public Records of Real Property of Bexar County;
	 
	 	 
	THENCE:

	 	S 50008’14” E, 137.00 feet, along and with the
southwest line of said channel easement, to a point in the
westerly line of an ingress/egress, drainage and utility
easement as recorded in Volume 8435, Page 1442, said point
also being a non-tangent point in an curve concave west;
	 
	 	 
	THENCE:

	 	76.13 feet, along and with the west line of said
ingress/egress, drainage and utility easement and said curve,
having a central angle of
32018’42”, a radius of
135.00 feet, a chord bearing of S 18034’19” W and a
chord distance of 75.13 feet to a point, the point of tangency
of the herein described curve and at the easternmost corner of
the above referenced Lot 7;
	 
	 	 
	THENCE:

	 	N 50008’14” W, 155.69 feet, along and with the common line of Lot 3 and said Lot
7, to the POINT OF BEGINNING of the herein described tract.






 









 






EXHIBIT A












 









 








EXHIBIT B




TRACT II



BEING
1.2693 ACRES (35,293 SQUARE FEET) OF LAND OUT OF LOT 1, BOLCK 1, NCB
17160, WALKER RANCH
SUBDIVISION, CITI OF SAN ANTONIO, AS RECORDED VOLUME 9531, PAGES 177
THRU 180 OF THE DEED AND FLAT RECORDS OF BEXAR COUNTY, TEXAS, DESCRIBED AS FOLLOWS:




	 	 	 
	BEGINNING:

	 	At a set 1/2" iron rod and cap
“ NBC” at the most westerly
corner of the herein described tract of land, said iron rod
being at the north end of the cutback line of the northeast
intersection of Walker Way (8 varying width private street
(Volume 9547, Page 2031) and Blanco Road (a 120 foot public
right-of-way);
	 
	 	 
	THENCE:

	 	Along and with the east
right-of-way line of Blanco Road the
two following courses:
	 
	 	 
	 

	 	N 39o57'45"E,
137.19 feet to a set 1/2" iron rod and cap “NBC” at the
point of curvature of a curve to the left;
	 
	 	 
	 

	 	Northeasterly along said curve to the left, having a radius of 1,492.69 feet, a
central angle of 05o51'21", a tangent length of
76.34 feet, an art length of 152.56
feet and a chord which bears N 37o02'04"E,
152.49 feet to a set 1/2" iron rod and
cap “NBC” at a point of non-tangency;
	 
	 	 
	THENCE:

	 	Departing the east right-of-way
line of Blanco Road, S 50o08'14"E, 180.81 feet, to
a set mag nail at a non-tangent point on a curve to the right;
	 
	 	 
	THENCE:

	 	Southwesterly, along said curve to the right, having a radius of 1,672.68 feet, a central
angle of 05o14'04" a tangent length of 76.46
foot, an arc length of 152.82 feet and a chord which bears S
37o20'41" N, 152.76 feet to a
set mag nail at the point of tangency;
	 
	 	 
	THENCE:

	 	S 59o75'44" W,
119.22 foot to a set 1/2" iron rod and cap “NBC”;
	 
	 	 
	THENCE:

	 	S 71o01'58" W
20.80 feet to a set 1/2" iron rod and cap “NBC” at the point of
curvature of a curve to the right;
	 
	 	 
	THENCE:

	 	Northwesterly, along a curve to the right , having a radius of 370.00 feet, a central angle
of 03o15'31", a tangent length of 10.52 feet, an
arc length of 21.04 feet and a chord which bears N
75o21'04" W, 21.04 feet to a set
1/2" iron rod and cap “NBC” at the point of compound
curvature of a curve to the right;
	 
	 	 
	THENCE:

	 	Northwesterly, along a curve to the
right, having a radius of 190.00 feet, a central angle
of 19o11'17", a tangent length of 32.12 feet, an arc length of 63.63 feet and a
chord which bears N 64o07'40" W, 63.33 feet to
set 1/2" iron rod and cap “NBC” at
the point of tangency;
	 
	 	 
	THENCE:

	 	N 54o32'01" W,
59.16 feet to a set 1/2" iron rod and cap “NBC” at the sound and of
the aforementioned cut back line;
	 
	 	 
	THENCE:

	 	N 05o37'31" W, 41.54 feet, along and with said cutback line to the POINT OF
BEGINNING of the herein described 1.2693 acre tract.