RI Q4 2012 Exhibit 10.19






Exhibit 10.19


OMNIBUS AMENDMENT
TO
PURCHASE AND SALE AGREEMENTS
This Omnibus Amendment to Purchase and Sale Agreements (this “Amendment”) is entered into on December 21, 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”).
WITNESSETH:
WHEREAS, Seller and Purchaser entered into those certain Purchase and Sale Agreements dated as of November 6, 2012, as modified by that certain Omnibus Agreement dated as of November 6, 2012, and as amended by those certain First Amendments to Purchase and Sale Agreements dated as of December 14, 2012, in each case, pertaining to those certain properties described on Exhibit A attached hereto (as may be hereafter further amended, restated, supplemented or otherwise modified from time to time, collectively, the “Purchase Agreements); and
WHEREAS, Seller and Purchaser desire to further amend the Purchase Agreements as provided below. Capitalized terms not defined herein shall have the meaning attributed to such terms in the Purchase Agreements.
NOW, THEREFORE, the parties agree as follows:
1.     Amendment of the Purchase Agreements.     In consideration of and subject to the delivery of the Extension Payment (defined below) by Purchaser to Seller in accordance with Section 1.3 below, the Purchase Agreements shall be amended as follows:
1.1     Extension of the Contingency Approval Date.     Notwithstanding anything to the contrary in the Purchase Agreements, the Contingency Approval Date set forth in Sections 5.1(a) of all of the Purchase Agreements is hereby extended to 5:00 p.m. (California time) on January 15, 2013.
1.2     Extension of the Outside Closing Date.     Notwithstanding anything to the contrary in the Purchase Agreements, the Outside Closing Date under all of the Purchase Agreements is extended to 5:00 p.m. (California time) on February 28, 2013.
1.3     Extension Payment.     The cash sum of $400,000.00 (the “Extension Payment”) shall be paid by Purchaser to Seller on or before 5:00 pm (California time) on December 21, 2012 by wire transfer of immediately available funds in accordance with wire instructions attached hereto on Exhibit B. The effectiveness of the amendments contained in Sections 1.1









and 1.2 shall be conditional upon the payment by Purchaser of the Extension Payment to Seller in accordance with the foregoing. The Extension Payment shall be in consideration of the provisions of Sections 1.1 and 1.2 and shall be fully earned and nonrefundable upon the payment thereof. The Extension Payment shall be applicable against the Second Deposits under the Purchase Agreements and shall be applicable against the Purchase Prices under the Purchase Agreements. The application of the Extension Payment against both the Second Deposit and the Purchase Price under each Purchase Agreement shall be in proportion to the amount that the Purchase Price for the Purchase Agreement in question bears to the total Purchase Price under all Purchase Agreements (in other words, if the Purchase Price under a particular Purchase Agreement is 5% of the total Purchase Price under all Purchase Agreements, 5% of the Extension Payment shall be applied to the Second Deposit and Purchase Price under the Purchase Agreement in question).
2.     Individual Purchase Agreement Amendments.     For purposes of assuring consistency with the requirements of the Wells Leases, with reasonable promptness following the date hereof, the parties shall replace this Amendment with individual amendments of each Purchase Agreement in form and substance consistent with the provisions of this Amendment.
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 Purchase Agreements 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 Purchase Agreements, 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 Purchase Agreements, 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















Exhibit A


	
										
	Count
	Property Name
	Address Line
	City
	State
	Property 
Type
	Rentable 
SF
	Valuation
	


	1
	3401 - Plaza
	101 N Independence Mall East
	Philadelphia
	PA
	OFF
	481,958
	$
	39,343,510
	


	2
	3357 -  Mortgage Center
	1100 Corporate Center Dr
	Raleigh
	NC
	OPS
	450,393
	$
	36,766,776
	


	3
	3438 - WVOC-Four Story
	7711 Plantation Rd
	Roanoke
	VA
	OPS
	443,181
	$
	36,178,041
	


	4
	3362 - West End Center
	809 West 4 1/2 St
	Winston-Salem
	NC
	OFF
	343,336
	$
	28,027,429
	


	5
	3343 - Atlant Ops Cntr
	3579-3585 Atlanta Ave
	Atlanta
	GA
	OPS
	335,608
	$
	27,396,571
	


	6
	3415 - Columbia Grystn
	101 Greystone Blvd
	Columbia
	SC
	OFF
	240,976
	$
	19,671,510
	


	7
	3365 - Winston Salem
	401 Linden St
	Winston-Salem
	NC
	OFF
	187,743
	$
	15,325,959
	


	8
	3354 - Greenville Sals
	1451 Thomas Langston Rd
	Winterville
	NC
	OFF
	111,898
	$
	9,134,531
	


	9
	3441 - West End Cntr
	801 W. 4th Street
	Winston  Salem
	NC
	OPS
	85,455
	$
	6,975,918
	


	10
	3368 - Haddon Township
	600 W Cuthbert Boulevard
	Hadden  Twnship
	NJ
	OPS
	75,937
	$
	3,099,469
	


	11
	3391 - Lancaster Square
	100 North Queen Street
	Lancaster
	PA
	BRH
	59,045
	$
	1,411,824
	


	12
	3345 - Columbus Main
	101 13th Street
	Columbus
	GA
	BRH
	50,759
	$
	1,213,698
	


	13
	3371 - Morristown Offc
	21 South St
	Morristown
	NJ
	BRH
	39,955
	$
	955,364
	


	14
	3413 - Chalstn 16 Brd
	16 Broad St
	Charleston
	SC
	OFF
	39,558
	$
	3,229,224
	


	15
	3370 - Main Strt Offic
	40 Main St
	Toms River
	NJ
	BRH
	35,660
	$
	2,911,020
	


	16
	3346 - Dalton Main
	201 S Hamilton St
	Dalton
	GA
	OFF
	33,496
	$
	800,923
	


	17
	3351 - Burlington
	500 S Main St
	Burlington
	NC
	OFF
	29,688
	$
	709,869
	


	18
	3408 - York Square
	12 E Market St
	York
	PA
	BRH
	27,967
	$
	668,719
	


	19
	3353 - Goldsboro
	301 East Ash Street
	Goldsboro
	NC
	OFF
	27,112
	$
	648,275
	


	20
	3348 - Pikesvill Brnch
	1515 Reisterstown Rd
	Baltimore
	MD
	BRH
	26,540
	$
	634,598
	


	21
	3339 - South Fort Myrs
	12751 S Cleveland Ave
	Fort Myers
	FL
	OFF
	25,370
	$
	606,622
	


	22
	3376 - Red Bank Mn Off
	303 Broad St
	Red Bank
	NJ
	OFF
	23,856
	$
	1,947,429
	


	23
	3433 - VA Beach Pembrk
	125 Independence Blvd
	Virginia Beach
	VA
	OFF
	22,403
	$
	1,828,816
	


	24
	3319 - Downtown Laklnd
	113 S Tennesee Ave
	Lakeland
	FL
	BRH
	21,479
	$
	1,753,388
	


	25
	3331 - New Warrngtn Rd
	21 New Warrington Rd
	Pensacola
	FL
	BRH
	21,205
	$
	507,033
	


	26
	3333 - Okeechob Trnpke
	5849 Okeechobee Blvd
	West Palm Beach
	FL
	OFF
	20,336
	$
	1,660,082
	


	27
	3405 - West Chestr Off
	1100 Corporate Center Dr
	West Chester
	PA
	OFF
	19,063
	$
	1,556,163
	


	28
	3429 - Market St Office
	141 E Market St
	Harrisinburg
	VA
	BRH
	18,869
	$
	451,176
	


	29
	3328 - Kings Point
	6646 W Atlantic Ave
	Delray Beach
	FL
	BRH
	15,890
	$
	379,945
	


	30
	3427 - Clintwood
	80 MaIin Street
	Clintwood
	VA
	BRH
	13,495
	$
	322,679
	


	31
	3393 - Media Office
	217 W Baltimore Pike
	Media
	PA
	BRH
	11,297
	$
	270,122
	


	32
	3422 - Blacksburg
	200 N Main St
	Blacksburg
	VA
	BRH
	10,912
	$
	260,917
	


	33
	3314 - Dade City
	14210 7th St
	Dade City
	FL
	BRH
	10,822
	$
	883,429
	


	34
	3380 - Trenton-Brnswck
	891 Brunswick Ave
	Trenton
	NJ
	BRH
	10,529
	$
	859,510
	


	35
	3341 - West Hollywood
	6015 Washington St
	Hollywood
	FL
	BRH
	10,388
	$
	248,387
	


	36
	3425 - Christnburg Mn
	4 E Main St
	Christainsburg
	VA
	BRH
	9,644
	$
	230,598
	


	37
	3342 - Westward
	2701 Okeechibee Blv
	West Palm Beach
	FL
	BRH
	9,181
	$
	187,367
	


	38
	3356 - Market Street
	201 East Market St
	Smithfield
	NC
	BRH
	8,633
	$
	206,424
	


	39
	3411 - Bennettsvll Main
	145 Broad St
	Bennettsville
	SC
	BRH
	6,527
	$
	156,067
	


	40
	3420 - Amherst Sth Main
	258 S Main St
	Amherst
	VA
	BRH
	6,055
	$
	144,781
	


	41
	3423 - Brookneal
	227 Main St
	Brookneal
	VA
	BRH
	5,339
	$
	435,837
	


	PORTFOLIO TOTAL
	3,427,558
	$
	250,000,000
	


















Exhibit B


Name: KBS Acquisition Sub, LLC
Acct# 412-7335644
Bank: Wells Fargo
ABA# 121-000-248