First Amendment to Purchase and Sale Agreement



 Exhibit 10.80 
 FIRST AMENDMENT TO 
 PURCHASE AND SALE AGREEMENT 
 THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) dated as of March 23, 2007, is entered into by and between
KBS OFFICES AT KENSINGTON, LLC, a Delaware limited liability company (“Purchaser”), and CLPF-KENSINGTON, L.P., a Delaware limited partnership (“Seller”), with reference to the following recitals: 
 RECITALS 
 A. Seller and KBS
Capital Advisors LLC, a Delaware limited liability company (“Original Purchaser”) are parties to that certain Purchase and Sale Agreement, dated March 20, 2007 (the “Purchase Agreement”). All
initially-capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement unless the context clearly indicates otherwise. 
 B. Original Purchaser subsequently assigned the Purchase Agreement to Purchaser pursuant to that certain Assignment and Assumption of Purchase Agreement dated March 22, 2007. 
 C. Seller and Purchaser mutually desire to amend the Purchase Agreement as provided below. 
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows: 
 AGREEMENT 
 1. Extension of Due Diligence Period. The Due Diligence Period shall be, and hereby is, extended to and shall expire on March 26, 2007, at 5:00 p.m. Central Time. 
 2. No Other Amendments; This Amendment Governs and Controls. Except as expressly modified hereby, the Purchase Agreement shall remain
unmodified and in full force and effect. To the extent any of the provisions of this Amendment are inconsistent with any of the provisions set forth in the Purchase Agreement, the provisions of this Amendment shall govern and control. 
 3. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which
when taken together shall constitute one and the same instrument. Each counterpart may be delivered by facsimile transmission. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s)
thereon provided such signature page is attached to any other counterpart identical thereto. 
 IN WITNESS WHEREOF, Purchaser and Seller have
executed this Amendment as of the day and year first above written. 
 [SIGNATURES ON NEXT PAGE] 







 PURCHASER: 
  

									
	 KBS OFFICES AT KENSINGTON, LLC,

	 a Delaware limited liability company

		
	 By:
	 	KBS REIT ACQUISITION XII, LLC,
		 	 a Delaware limited liability company, its sole member

			
		 	By:	 	KBS LIMITED PARTNERSHIP,
		 		 	 a Delaware limited partnership, its sole member

				
		 		 	By:	 	KBS REAL ESTATE INVESTMENT TRUST, INC.,
		 		 		 	 a Maryland corporation, general partner

					
		 		 		 	 By:
	 	 /s/ Charles J. Schreiber, Jr.

		 		 		 		 	Charles J. Schreiber, Jr.
		 		 		 		 	Chief Executive Officer

  

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 SELLER: 
  

															
	
	 CLPF – KENSINGTON, L.P., a Delaware limited partnership

		
	 By:
	 	CLPF – Kensington GP, LLC, a Delaware limited liability company
			
		 	By:	 	Clarion Lion Properties Fund Holdings, L.P., a Delaware limited partnership
				
		 		 	By:	 	CLPF - Holdings LLC, a Delaware limited liability company, its General Partner
					
		 		 		 	By:	 	Clarion Lion Properties Fund Holdings REIT, LLC, a Delaware limited liability company, its sole member
						
		 		 		 		 	By:	 	Clarion Lion Properties Fund, LLC, a Delaware limited liability company, its managing member
							
		 		 		 		 		 	By:	 	ING Clarion Partners, LLC, a New York limited liability company, its manager

  

																																			
												
		    		    		 		 		 		 		 		 	 By:
	 	 /s/ Douglas F. Wolski
	 		 	
		    		    		 		 		 		 		 		 	 Name:
	 	Douglas F. Wolski	 		 	
		    		    		 		 		 		 		 		 	 Title:
	 	Authorized Signatory	 		 	

  

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