EXHIBIT 10.04
THIRD AMENDMENT
TO AGREEMENT FOR PURCHASE AND SALE OF
REAL ESTATE AND ESCROW INSTRUCTIONS
THIS THIRD AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL
PROPERTY AND ESCROW INSTRUCTIONS (this " Amendment") dated effective as of July
8, 2004, is made by and between WESTERN PLACE SKYRISE, LTD., a Texas limited
partnership, with its offices at 00000 Xxxxxxx Xxxx, Xxxxx 0000, Xxxxxx, Xxxxx
00000 (hereinafter called "SELLER"), and TRIPLE NET PROPERTIES, LLC, a Texas
limited partnership, with offices at (hereinafter called "BUYER").
RECITALS:
A. Seller and Buyer entered into that certain Agreement for
Purchase and Sale of Real Property and Escrow Instructions, dated as of February
27, 2004 (as amended by First Amendment to Agreement for Purchase and Sale of
Real Property and Escrow Instructions dated march 29, 2004, and as amended and
reinstated by Reinstatement and Second amendment to Agreement for Purchase and
Sale of Real Estate and Escrow Instructions, the "PSA") pertaining to the
property known as Western Place I & II, located at 6000 and 0000 Xxxxxxx Xxxxx,
Xxxx Xxxxx, Xxxxx, and more particularly described in the PSA. All capitalized
terms not defined herein shall have the same meaning given to them in the PSA.
B. The parties desire to further amend the PSA.
AGREEMENT:
NOW, THEREFORE, for and in consideration of the foregoing recitals, Ten
and No/100 Dollars ($10.00) in hand paid, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Seller and Buyer hereby agree as follows:
1. Buyer hereby instructs the Escrow Holder to immediately
release and deliver to Seller the Deposit in the amount of $750,000, plus all
interest accrued thereon in accordance with Seller's wiring instructions. In the
event the Close of Escrow occurs on or before July 23, 2004, the Buyer shall
receive a credit for the Deposit against the Purchase Price.
2. Subsection 6.2 of the Agreement is deleted and the following
is substituted in lieu thereof:
(a) "6.2 Close of Escrow. Escrow shall close ("CLOSE OF
ESCROW") on or before July 23, 2004, or such earlier
date as may be agreed upon in writing by the parties.
3. As a condition precedent to Seller's obligation to sell the
Property to Buyer, Buyer and Xxxxxx Commercial, L.P. shall have entered into a
property management agreement in the form of Exhibit "A" attached hereto and
made a part hereof, and a Broker Listing Agreement in the form of Exhibit "B"
attached hereto and made a part hereof.
4. Buyer acknowledges that Seller has complied with all
conditions precedent to the Close of Escrow.
5. Seller acknowledges that Buyer will assign all of Buyer's
right, title and interest in and to the PSA to NNN Western Place, LLC as to an
undivided 21.5% and GREIT- Western Place, LP as to an undivided 78.5%, and
Seller agrees that the Property will be conveyed to such entities, in such
proportions at the Close of Escrow.
6. Except as expressly amended hereby, all other terms and
conditions of the PSA are and shall remain in full force and effect.
7. Facsimile signatures appearing hereon shall be deemed to be
originals, and this Amendment may be executed in two or more counterparts, each
of which shall be deemed originals and all of which together shall constitute
one and the same instrument.
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[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, each of the undersigned, by its duly authorized
representative, hereby executes and delivers this Amendment as of the date first
above written.
SELLER:
WESTERN PLACE SKYRISE, LTD.,
a Texas limited partnership
By: Western Place Skyrise GP, LLC,
a Texas limited liability company
By: ____________________________________
Name: __________________________________
Title: _________________________________
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IN WITNESS WHEREOF, each of the undersigned, by its duly authorized
representative, hereby executes and delivers this Amendment as of the date first
above written.
BUYER:
TRIPLE NET PROPERTIES, LLC,
a Virginia limited liability company
By: /s/ XXXX XXXXXX
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Name: Xxxx Xxxxxx
Title: CFO
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