RI Q4 2012 Exhibit 10.21






Exhibit 10.21


3319 - Downtown Lakeland


FIRST AMENDMENT
TO
PURCHASE AND SALE AGREEMENT
The First Amendment to Purchase and Sale Agreement (this “Amendment”) is entered into on December 14, 2012 by and between FIRST STATES INVESTORS 3300 B, L.P., a Delaware limited partnership, having an address c/o GKK Realty Advisors, LLC, 420 Lexington Avenue, 19th Floor, New York, NY 10170 (“Seller”), and NATIONAL FINANCIAL REALTY – WFB EAST COAST, LLC, a Delaware limited liability company, having an address c/o National Financial Realty, Inc., 21250 Hawthorne Boulevard, Suite 700, Torrance, CA 90503 (“Purchaser”).
W I T N E S S E T H :
WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement dated as of November 6, 2012 (“Original Agreement”) the property located at 113 S. Tennessee Avenue, Lakeland FL (“Property”); and
WHEREAS, Seller and Purchaser desire to amend the Original Agreement on the terms and conditions hereinafter set forth.
NOW, THEREFORE, the parties agree to amend the Original Agreement as follows:
1.    Contingency Approval Date.    Notwithstanding anything to the contrary in Original Agreement, the Contingency Approval Date set forth in Section 5.1(a) of the Original Agreement is hereby amended to mean 11:59 p.m. (California time) on Friday, December 21, 2012.
2.    Seller’s Initial Notice.    Notwithstanding anything to the contrary in the Original Agreement, Seller’s Initial Notice shall be delivered by Seller to Purchaser no later than 8:00 a.m. (California time) on Friday, December 21, 2012.
3.    Counterparts.    This Amendment may be executed and delivered (including by facsimile transmission or portable document format (PDF)) in one or more counterparts, each of which when executed shall be deemed to be an original, and all of which taken together shall constitute one and the same agreement, with the same effect as if the signatures thereto and hereto were upon the same instrument.
4.    Governing Law.    This Amendment shall be governed by, and construed in accordance with, the laws of the State of California.
5.    No Modification.    Except as modified by this Amendment, all of the terms, covenants, conditions and provisions of the Original Agreement shall remain and continue unmodified, in full force and effect.  From and after the date hereof, the term “this Agreement”









shall be deemed to refer to the Original Agreement, as amended by this Amendment.  If and to the extent that an of the provisions of this Agreement conflict or are otherwise inconsistent with any provisions of the Original Agreement, the provisions of this Amendment shall prevail.
6.    Amendment.    This Amendment cannot be modified in any manner except by a written agreement signed by Seller and Purchaser.











IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by or on behalf of each of the parties as of the date first written above.


SELLER:


FIRST STATES INVESTORS 3300 B, L.P.,
a Delaware limited partnership




		
	By:
	/s/ David E. Snyder


David E. Snyder
Chief Financial Officer




PURCHASER:




NATIONAL FINANCIAL REALTY – WFB EAST
COAST, LLC,
a Delaware limited liability company


		
	By:
	National Financial Realty, Inc.


a California corporation
Its Manager


		
	By:
	/s/ Vincent E. Pellerito


Vincent E. Pellerito 
President



[Signature Page to First Amendment to Purchase and Sale Agreement]






Schedule 1
Purchase and Sale Agreement First Amendments (Right of First Offer Properties)
	
						
	Property Name
	State
	Property Type
	Rentable SF
	Purchase Price
	Purchaser

	3346 - Dalton Main
	GA
	Office
	33,496
	$1,041,199
	National Financial Realty - WFB East Coast, LLC

	3351 - Burlington
	NC
	Office
	29,688
	$1,180,495
	National Financial Realty - WFB East Coast, LLC

	3353 - Goldsboro
	NC
	Office
	27,112
	$1,078,064
	National Financial Realty - WFB East Coast, LLC

	3348 - Pikesvill Brnch
	MD
	Office
	26,540
	$1,055,319
	National Financial Realty - WFB East Coast, LLC

	3319 - Downtown Laklnd
	FL
	Office
	21,479
	$1,753,388
	National Financial Realty - WFB East Coast, LLC

	3333 - Okeechob Trnpke
	FL
	Office
	20,336
	$2,158,106
	National Financial Realty - WFB East Coast, LLC

	3429 - Market St Office
	VA
	Branch
	18,869
	$676,764
	National Financial Realty - WFB East Coast, LLC

	3427 - Clintwood
	VA
	Branch
	13,495
	$536,606
	National Financial Realty - WFB East Coast, LLC

	3393 - Media Office
	PA
	Branch
	11,297
	$405,184
	National Financial Realty - WFB East Coast, LLC

	3314 - Dade City
	FL
	Branch
	10,822
	$883,429
	National Financial Realty - WFB East Coast, LLC

	3380 - Trenton-Brnswck
	NJ
	Branch
	10,529
	$859,510
	National Financial Realty - WFB East Coast, LLC

	3341 - West Hollywood
	FL
	Branch
	10,388
	$413,062
	National Financial Realty - WFB East Coast, LLC

	3425 - Christnburg Mn
	VA
	Branch
	9,644
	$383,478
	National Financial Realty - WFB East Coast, LLC

	3342 - Westward
	FL
	Branch
	9,181
	$187,367
	National Financial Realty - WFB East Coast, LLC

	3356 - Market Street
	NC
	Branch
	8,633
	$343,278
	National Financial Realty - WFB East Coast, LLC

	3411 - Bennettsvll Main
	SC
	Branch
	6,527
	$259,536
	National Financial Realty - WFB East Coast, LLC

	3420 - Amherst Sth Main
	VA
	Branch
	6,055
	$240,767
	National Financial Realty - WFB East Coast, LLC