EXHIBIT 10.02
FIRST AMENDMENT AND REINSTATEMENT
TO
CONTRACT OF SALE
This FIRST AMENDMENT AND REINSTATEMENT TO CONTRACT OF SALE("Amendment") is
made and entered into as of May 18,2004 ("Amendment Date"), by and among by and
between 1910 PP LIMITED PARTNERSHIP, a Texas limited partnership ("Seller"), and
TRIPLE NET PROPERTIES LLC, a Virginia limited liability company ("Buyer").
RECITALS:
A. Seller and Buyer are parties to that certain Contract of Sale dated
effective as of March 1, 2004 for the purchase and sale of the Property
described therein ("Contract").
B. By letter from counsel dated March 31, 2004, Buyer terminated the
Contract according to its terms.
C. Seller and Buyer desire to reinstate and amend the Contract as set forth
below.
AGREEMENTS:
NOW, THEREFORE, in consideration of Ten and No/100 Dollars ($10.00) and
the mutual agreements herein contained, and in reliance thereon, Seller and
Buyer hereby agree as follows:
1. DEFINED TERMS. Except as expressly defined in this Amendment, all
capitalized terms have the meaning(s) assigned in the Contract.
2. REINSTATEMENT. Seller and Buyer hereby reinstate, ratify, and confirm the
Contract, as amended by this Amendment, as if it had not been terminated.
3. ADDITIONAL XXXXXXX. Buyer shall deliver the Additional Xxxxxxx Money to
the Title Company within one (1) business day of the Amendment Date.
4. FEASIBILITY PERIOD. Buyer acknowledges that the Feasibility Period has
expired and that Buyer has waived any right to terminate the Contract
pursuant to Section 5 of the Contract. Any and all objections with respect
to the Feasibility Study are hereby waived by Buyer for all purposes.
5. ADDITIONAL RENT. The sentence is Section 4 (a) which read: "Buyer shall
deliver bills to each tenant for Additional Rents by no later than APRIL
1, 2004 and Buyer shall use commercially reasonable efforts to pursue
collection of such bills." Is hereby deleted in its entirety and amended
to read: "Buyer shall deliver bills to each tenant for Additional Rents by
no later than APRIL 1, 2005 and Buyer shall use commercially reasonable
efforts to pursue collection of such bills."
6. TITLE AND SURVEY. Buyer acknowledges that Buyer has approved matters of
title and survey and that Buyer has waived any right to terminate the
Contract pursuant to Section 6(a) of the Contract.
7. PARKING LEASE ESTOPPEL: Seller shall use commercially reasonable efforts
to cause to be delivered to Buyer an estoppel certificate and consent, in
substantially the form attached hereto as ANNEX 1, ("Parking Estoppel")
from the successor in interest of First City Associates a Texas limited
partnership, as Lessor pursuant to (a) that certain Parking Garage Lease
Agreement dated May 31, 1983, as memorialized in Memorandum of Parking
Garage Lease Agreement recorded August 11,
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1983 in Volume 83157, Page 3808 of the Deed Records of Dallas County
Texas; and (b) the Parking Agreement dated as of May 31,1983
("Parking Agreement") recorded August 11,1983 in Volume 83157, page 4996
of the Deed Records of Dallas County, Texas, Seller shall not be in
default under this Agreement or have any liability to Buyer if Seller is
unable to obtain the Parking Estoppel. Obtaining the Parking Estoppel
shall not be a condition precedent to Closing. The obligation of Seller to
use commercially reasonable efforts to obtain the Parking Estoppel shall
survive Closing.
8. CLOSING DATE. The Closing Date shall be May 26,2004.
9. ASSIGNMENT OF CONTRACT. Buyer hereby assigns, transfers, conveys, and
delivers, unto GREIT - PACIFIC PLACE, LP, a Delaware limited partnership
("GREIT"), all of Buyer's right, title, and interest in and to the
Contract and this Amendment. GREIT hereby assumes all of the liabilities,
obligations, duties, and responsibilities of Buyer with respect to the
terms and conditions of the Contract and this Amendment.
10. MISCELLANEOUS.
(a) Except as reinstated and amended by this Amendment, the Contract
remains effective in accordance with its terms. Any and all of the
terms and provisions of the Contract are hereby amended and modified
where necessary, and even though not specifically addressed herein,
so as to conform to the amendments and modifications set forth in
this Amendment.
(b) All references to "Sections" contained in this Amendment are, unless
specifically indicated otherwise, references to articles, sections,
subsections, and paragraphs of the Contract.
(c) This Amendment may be executed in a number of identical
counterparts, and a facsimile transmission shall be binding on the
party or parties whose signatures appear thereon. If so executed,
each of such counterparts is to be deemed an original for all
purposes, and all such counterparts shall, collectively, constitute
one reinstatement and amendment, but in making proof of this
Amendment, it shall not be necessary to produce or account for more
than one such counterpart.
REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGE(S) FOLLOWS.
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EXECUTED by the undersigned to be effective for all purposes as of the Amendment
Date.
SELLER:
1910 PP LIMITED PARTNERSHIP,
an Texas limited partnership
By: 0000 Xxxxxxx Xxxxx, Inc.
a Delaware corporation, its general partner
___________________________________________
Name: Xxxxxxx Xxxxxxxx,
Title: President
Date signed: May____, 2004
BUYER:
TRIPLE NET PROPERTIES, LLC, a Virginia
limited liability company
By: /s/ Xxxx Xxxxxxxx
___________________________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: President
Date signed: May 18, 2004
GREIT
GREIT - PACIFIC PLACE, LP, a Delaware limited
partnership
By: GREIT - Pacific Place GP, LLC, a Delaware
limited liability company
By: Triple Net Properties, LLC, a Virginia
limited liability company, its Manager
By:/s/ Xxxx Xxxxxxxx
__________________________________
Name: Xxxx Xxxxxxxx
Title: CEO
Date Signed: May 18, 2004
First Amendment
Signature Page 1 of 1
