KBS RIII PEA no.6 -Exhibit 10.23




Exhibit 10.23


THIRD AMENDMENT TO CONTRACT OF SALE
(One, Two and Three Legacy Town Center; Plano, Texas)


THIS THIRD AMENDMENT TO CONTRACT OF SALE (this “Amendment”) is made and entered into as of February 10, 2012, by and between NORTH DALLAS TOWN CENTER LP, a Delaware limited partnership (“One/Two Seller”), TENNYSON DEVELOPMENT LP, a Delaware limited partnership (“Three Seller” and, together with One/Two Seller, collectively, the “Sellers” and each, individually a “Seller”), and KBS CAPITAL ADVISORS, LLC, a Delaware limited liability company (“Purchaser”).
RECITALS:
A.    Sellers and Purchaser are parties to that certain agreement titled “Contract of Sale” dated as of December 27, 2011, as amended by that certain amendment titled  “First Amendment to Contract of Sale” dated as of January 11, 2012 and by that certain amendment titled  “Second Amendment to Contract of Sale” dated as of January 19, 2012  (as amended, the “Agreement”).  All initially-capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Agreement unless the context clearly indicates otherwise.
B.    Sellers and Purchaser mutually desire to amend the Agreement as provided in this Amendment.
AGREEMENTS:
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Purchaser hereby agree as follows:
1.Extension of Due Diligence Period.  Section 4.2 of the Agreement is hereby amended to provide that the Due Diligence Period shall expire at 5:00 p.m. (Central time) on February 15, 2012.  
2.    No Other Amendments; This Amendment Governs and Controls.  Except as expressly modified by this Amendment, the Agreement shall remain unmodified and in full force and effect and is hereby ratified and affirmed.  To the extent any of the provisions of this Amendment are inconsistent with any of the provisions set forth in the Agreement, the provisions of this Amendment shall govern and control.
3.    Authority.  Each party represents to the other party or parties that the individual executing this Amendment on behalf of such party has the capacity and authority to execute and deliver this Amendment on behalf of such party, and that this Amendment, once executed and delivered, is the legal, valid and binding obligation of such party.
4.    Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of Texas.
5.    Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and 

Legacy - Third Amendment to Contract of Sale
1






the same document.  The delivery of an executed counterpart of this Amendment by facsimile or as a PDF or similar attachment to an e-mail shall constitute effective delivery of such counterpart for all purposes with the same force and effect as the delivery of an original, executed counterpart.
6.    Successors and Assigns.  This Amendment is binding upon and shall inure to the benefit of the successors and assigns of the parties to this Amendment.


[Signatures commence on next page.]

Legacy - Third Amendment to Contract of Sale
2




IN WITNESS WHEREOF, Sellers and Purchaser have executed this Amendment as of the day and year first above written.


SELLERS:
 
One/Two Seller:


NORTH DALLAS TOWN CENTER LP,
a Delaware limited partnership


By:      Dallas Democracy GP LLC,
a Delaware limited liability company,
Its general partner


By:    Dallas Democracy JV LLC,
a Delaware limited liability company,
Its sole member


By:    CarrAmerica Texas Holding, LLC,
a Delaware limited liability company,
Its managing member


By:    /s/ Chris G. Hendricks
Name:    Chris G. Hendricks
Title:    Market Managing Director




Three Seller:


TENNYSON DEVELOPMENT LP,
a Delaware limited partnership


By:    Dallas Democracy GP LLC,
a Delaware limited liability company,
Its general partner


By:    Dallas Democracy JV LLC,
a Delaware limited liability company,
Its sole member
        
By:    CarrAmerica Texas Holding, LLC,
a Delaware limited liability company,
Its managing member


By:    /s/ Chris G. Hendricks
Name:    Chris G. Hendricks
Title:    Market Managing Director


 [Signatures continue on following page.]

Legacy - Third Amendment to Contract of Sale




PURCHASER:
KBS CAPITAL ADVISORS LLC,
a Delaware limited liability company
By:     /s/ Charles J. Schreiber, Jr. 
Charles J. Schreiber, Jr. 
Chief Executive Officer



Legacy - Third Amendment to Contract of Sale