RI Q4 2012 Exhibit 10.20






Exhibit 10.20


3339 South Fort Myer
12751 S. Cleveland Ave., Fort Myers, FL


FIRST AMENDMENT
TO
PURCHASE AND SALE AGREEMENT
This First Amendment to Purchase and Sale Agreement (this “Amendment”) is entered into on December _____, 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 12751 S. Cleveland Ave., Fort Myers, 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 Agreement, 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 any of the provisions of this Amendment 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













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

	3401 - Plaza
	PA
	Office
	481,958
	$39,343,510
	National Financial Realty - WFB East Coast, LLC

	3357 - Mortgage Center
	NC
	Office
	450,393
	$36,766,776
	National Financial Realty - WFB East Coast, LLC

	3438 - WVOC-Four Story
	VA
	Operations
	443,181
	$27,133,531
	National Financial Realty - WFB East Coast, LLC

	3362 - West End Center
	NC
	Office
	343,336
	$28,027,429
	National Financial Realty - WFB East Coast, LLC

	3343 - Atlant Ops Cntr
	GA
	Operations
	335,608
	$27,396,571
	National Financial Realty - WFB East Coast, LLC

	3415 - Columbia Grystn
	SC
	Office
	240,976
	$19,671,510
	National Financial Realty - WFB East Coast, LLC

	3365 - Winston Salem
	NC
	Office
	187,743
	$15,325,959
	National Financial Realty - WFB East Coast, LLC

	3354 - Greenville Sals
	NC
	Office
	111,898
	$9,134,531
	National Financial Realty - WFB East Coast, LLC

	3441 - West End Cntr
	NC
	Operations
	85,455
	$6,975,918
	National Financial Realty - WFB East Coast, LLC

	3368 - Haddon Township
	NJ
	Office
	75,937
	$4,029,310
	National Financial Realty - WFB East Coast, LLC

	3391 - Lancaster Square
	PA
	Office
	59,045
	$1,835,371
	National Financial Realty - WFB East Coast, LLC

	3345 - Columbus Main
	GA
	Office
	50,759
	$2,018,348
	National Financial Realty - WFB East Coast, LLC

	3371 - Morristown Offc
	NJ
	Office
	39,955
	$1,588,745
	National Financial Realty - WFB East Coast, LLC

	3413 - Chalstn 16 Brd
	SC
	Office
	39,558
	$3,229,224
	National Financial Realty - WFB East Coast, LLC

	3370 - Main Strt Offic
	NJ
	Office
	35,660
	$3,784,327
	National Financial Realty - WFB East Coast, LLC

	3408 - York Square
	PA
	Office
	27,967
	$1,112,062
	National Financial Realty - WFB East Coast, LLC

	3339 - South Fort Myrs
	FL
	Office
	25,370
	$909,933
	National Financial Realty - WFB East Coast, LLC

	3376 - Red Bank Mn Off
	NJ
	Office
	23,856
	$2,531,657
	National Financial Realty - WFB East Coast, LLC

	3433 - VA Beach Pembrk
	VA
	Office
	22,403
	$1,828,816
	National Financial Realty - WFB East Coast, LLC

	3405 - West Chestr Off
	PA
	Branch
	19,063
	$1,556,163
	National Financial Realty - WFB East Coast, LLC

	3422 - Blacksburg
	VA
	Branch
	10,912
	$433,898
	National Financial Realty - WFB East Coast, LLC

	3423 - Brookneal
	VA
	Branch
	5,339
	$435,837
	National Financial Realty - WFB East Coast, LLC