EXHIBIT 10.05
FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment")
is made as of the 11th day of February, 2004, by and between CONSORTIUM TWO -
PUBLIC LEDGER, L.P. (the "Seller"), and GREIT - PUBLIC LEDGER, LLC (the
"Purchaser").
RECITALS:
A. On or about December 19, 2003, Seller and Triple Net
Properties, LLC entered into that certain Purchase and Sale Agreement (the
"Original Agreement").
B. The Original Agreement was subsequently amended as of January
8, 2004, January 12, 2004, and February 5, 2004. The Original Agreement, as
amended, is referred to herein as the "Agreement".
C. The rights and obligations of Triple Net Properties, LLC were
assigned to Purchaser pursuant to that certain Assignment of Contract dated
January 23, 2004.
D. The Seller and Purchaser desire to amend the Agreement on the
terms contained herein.
NOW, THEREFORE, for and in consideration of the foregoing, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Seller and Purchaser intending to be legally bound, agree that
the Agreement is hereby amended as follows;
1. All capitalized terms used herein shall have the
meanings given them in the Agreement, unless they are
otherwise specifically amended herein.
2. Section 2.3 of the Original Agreement shall be
amended such that the Date of Closing shall now be
February 13, 2004.
3. Purchaser agrees to immediately wire at least
$500,000 to the Escrow Agent, which shall become part
of the Deposit, upon full execution of this
Agreement.
4. Purchaser hereby irrevocably authorizes and directs
the Escrow Agent that, upon receipt of 3 fully
executed copy of this Amendment, Escrow Holder shall
release to Seller the $1,500,000 of the Deposit held
by the Escrow Agent.
5. In the event that Closing occurs on February 13,
2004, the entire Deposit, including the $1,500,000
released to Seller pursuant to this Amendment and the
$500,000 previously released to Seller, shall be
applied to the Purchase Price at the Closing.
6. Purchaser shall wire the remainder of the Purchase
Price to Escrow Holder no later than 12:00 p.m. EST
on Friday, February 13, 2004;
7. In the event Purchaser fails to wire the remainder of
the Purchase Price to Escrow Agent by 12:00 p.m. EST
on Friday, February 13, 2004, Seller shall be
entitled to retain the additional $500,000 released
to the Seller pursuant to this Amendment.
8. Except as hereby expressly modified, the Agreement
shall be unchanged, shall remain in full force and
effect and is hereby expressly ratified and confirmed
by Seller and Purchaser.
9. This Amendment may be executed in multiple
counterparts, each of which shall constitute an
original and all of which shall constitute one and
the same agreement. This Amendment may be delivered
by facsimile, and such facsimile counterparts shall
be valid and binding on the parties with the same
effect as if original signatures had been exchanged.
IN WITNESS WHEREOF, the Seller and Purchaser have caused this Amendment
to be executed by their duly authorized representative thereof.
SELLER:
CONSORTIUM TWO - PUBLIC LEDGER,
L.P., a Pennsylvania limited
partnership
By: Consortium Two - Public
Ledger, Inc., a Delaware
corporation, general partner
By: /s/ XXXX X. XXXXX
--------------------------
Xxxx X. Xxxxx
Vice President
PURCHASER:
GREIT - PUBLIC LEDGER, LLC, a
Pennsylvania limited liability
company
By: Triple Net Properties, LLC, a
Virginia limited liability
company, its Manager
By: /s/ XXXXXXX X. XXXXXXXX
--------------------------
Xxxxxxx X. Xxxxxxxx
President
IN WITNESS WHEREOF, the Seller and Purchaser have caused this Amendment
to be executed by their duly authorized representative thereof.
SELLER:
CONSORTIUM TWO - PUBLIC LEDGER,
L.P., a Pennsylvania limited
partnership
By: Consortium Two - Public
Ledger, Inc., a Delaware
corporation, general partner
By: /s/ XXXX X. XXXXXXXXX
--------------------------
Xxxx X. Xxxxxxxxx
President
PURCHASER:
GREIT - PUBLIC LEDGER, LLC, a
Pennsylvania limited liability
company
By: Triple Net Properties, LLC, a
Virginia limited liability
company, its Manager
By: /s/ XXXXXXX X. XXXXXXXX
--------------------------
Xxxxxxx X. Xxxxxxxx
President