exv10w9



 








Exhibit 10.9




SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE

OF REAL PROPERTY AND ESCROW INSTRUCTIONS




     THIS SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW
INSTRUCTIONS (this “Amendment”) is made and entered into by and between GREIT- Hawthorne Plaza,
L.P., a Virginia limited partnership, (“Seller”), and TMG PARTNERS, a California corporation
(“Buyer”), on and as of August 3, 2006.



RECITALS




     A. Buyer and Seller entered into that certain Agreement for Purchase and Sale of Real
Property and Escrow Instructions, dated June 26, 2006, as amended by that certain First Amendment
to Agreement for Purchase and Sale of Real Property and Escrow Instructions, dated August 2, 2006
(the “Purchase Agreement”), pursuant to which Seller agreed to sell and Buyer agreed to purchase
certain improved real property commonly known as 75 Hawthorne and 95 Hawthorne in San Francisco,
California, together with certain associated real and personal property (the improved real
property and associated property is referred to in the Purchase Agreement, collectively, as the
“Property”), on the terms and conditions set forth therein.



     B. Buyer and Seller desire to amend the Purchase Agreement on each and all of the terms,
provisions and conditions contained herein.



     NOW THEREFORE, in consideration of the promises, terms and conditions contained herein and
such other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Buyer and Seller hereby agree as follows:



     1. Defined Terms. All capitalized terms used herein but not otherwise defined
herein shall have the meanings ascribed to such terms as set forth in the Purchase Agreement.



     2. Inspection Period/Due Diligence Expiration Date. Notwithstanding anything to the
contrary in the Purchase Agreement, the last day of the inspection Period (and the Due Diligence
Expiration Date) shall be Friday, August 4, 2006. Accordingly, the Initial Deposit shall be fully
refundable to Buyer until 5:00 p.m. (Pacific Daylight Time) on Friday, August 4, 2006.



     3. Reaffirmation of Purchase Agreement. Buyer and Seller acknowledge and
agree that the Purchase Agreement, as modified by this Amendment, is hereby reaffirmed, ratified
and confirmed in its entirety. Except as modified by this Amendment, the terms and provisions of
the Purchase Agreement shall remain unchanged. If there is any conflict between the terms and
provisions of the Purchase Agreement and this Amendment, the terms and provisions of this
Amendment shall control and prevail. References to the Purchase Agreement in the exhibits to the
Purchase Agreement shall be deemed to refer to, or shall be modified prior to Closing to refer to,
the Purchase Agreement as amended by this Amendment.



     4. Governing Law. This Amendment shall be governed by, construed and enforced in
accordance with, the laws of the State of California.



     5. Counterparts. This Amendment may be executed in one or more counterparts. All
executed counterparts shall constitute one agreement and each counterpart shall be deemed an
original. The parties hereby acknowledge and agree that facsimile signatures or signatures
transmitted by electronic mail in so-called “pdf” format shall be legal and binding and shall
have the same full force and effect as if an original of this Amendment had been
delivered. Seller and Buyer (i) intend
to be bound by the signatures on any document sent by facsimile or electronic;



 









 







mail, (ii) are aware that the other party will rely on such signatures, and (iii) hereby waive
any defenses to the enforcement of the terms of this Amendment based on the foregoing forms of
signatures.



     6. Warranty of Authority. The signatories hereto represent that they have full
and complete authority to bind their respective parties to this Amendment and that no other
consent is necessary or required in order for the signatories to execute this
Amendment on behalf of their respective parties.



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



	 	 	 	 	 	 	 	 	 	 	 
	SELLER:
	 
	 	 	 	 	 	 	 	 	 	 
	GREIT — HAWTHORNE PLAZA, LP,

a Virginia limited partnership
	 	 	By:	 	GREIT — Hawthorne Plaza GP, LLC a
	 	 	 	 	Virginia limited liability company
	 	 	Its:	 	General Partner
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By	 	G REIT, L.P.
	 	 	 	 	 	 	a Virginia limited partnership
	 	 	 	 	Its:	 	Sole Member
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	G REIT, Inc.
	 	 	 	 	 	 	Its:	 	General Partner
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	/s/ Andrea R. Biller
	 

	 	 	 	 	 	 	 	Name:
	 	Andrea R. Biller
	 

	 	 	 	 	 	 	 	Title:
	 	Executive Vice President
	 
	 	 	 	 	 	 	 	 	 	 
	BUYER:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	TMG PARTNERS,
	 	 	a California corporation
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Cathy Greenwold
	 	 	 	 	Cathy Greenwold
	 	 	Its:	 	Executive Vice-President