First Amendment to Purchase and Sale Agreement PCCP Lincoln Plano Corporate



 Exhibit 10.126 
 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT 
 THIS FIRST AMENDMENT TO PURCHASE AND SALE
AGREEMENT (this “First Amendment”) is made as of the 13th day of August, 2007, by and between KBS PLANO CORPORATE CENTER, LLC, a Delaware limited liability company (“Buyer”), and PCCP LINCOLN PLANO
CORPORATE CENTER, L.P., a Delaware limited partnership (“Seller”). In consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 
 RECITALS 
 A. Seller and KBS
Capital Advisors LLC, a Delaware limited liability company (“Original Buyer” ), have heretofore entered into that certain Purchase and Sale Agreement dated as of July 18, 2007 (the “Agreement”). 
 B. Buyer and KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (“Original Buyer”), have heretofore entered into that
certain Assignment and Assumption of Purchase Agreement dated as of August 10, 2007, whereby Original Buyer assigned all of its rights, benefits, liabilities and obligations arising under the Agreement (and related documents) to Buyer, and
Buyer assumed all of said rights, benefits, liabilities and obligations. 
 C. Seller and Buyer have agreed to modify the terms of the
Agreement as set forth in this First Amendment. 
 NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intended to be legally bound, Seller and Buyer agree as follows: 
 1. Recitals. The
Recitals set forth above are hereby incorporated herein by reference as if the same were fully set forth herein. 
 2. Purchase
Price Reduction. Seller and Buyer hereby agree that the Purchase Price shall be, and hereby is, reduced from $46,250,000 down to $45,750,000. 
 3. Disapproved Contracts. In accordance with Section 3.3 of the Agreement, the Contracts that Buyer elects not to assume at Closing for both buildings are set forth on
Exhibit A attached hereto. 
 4. Title Policy. In accordance with Section 3.6 of the
Agreement, the Title Policy that Buyer shall be entitled to receive as a condition precedent to Buyer’s obligation to purchase the Property shall be a title policy in the form of the pro forma policy (the “Title Commitment”)
attached hereto as Exhibit B. 
 5. Effectiveness of Agreement. Except as modified by this First Amendment, all
the terms of the Agreement shall remain unchanged and in full force and effect. 







 6. Counterparts. This First Amendment may be executed in counterparts, and all
counterparts together shall be construed as one document. 
 7. Telecopied Signatures. A counterpart of this First
Amendment that is signed by one party to this First Amendment and telecopied to the other party to this First Amendment or its counsel (i) shall have the same effect as an original signed counterpart of this First Amendment, and (ii) shall
be conclusive proof, admissible in judicial proceedings, of such party’s execution of this First Amendment. 
 8.
Successors and Assigns. All of the terms and conditions of this First Amendment shall apply to benefit and bind the successors and assigns of the respective parties. 
 IN WITNESS WHEREOF, Seller and Buyer have entered into this First Amendment to Purchase and Sale Agreement and Escrow Instructions as of the date first
above stated. 
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	KBS PLANO CORPORATE CENTER, LLC,
	a Delaware limited liability company
		
	By:	 	 KBS REIT ACQUISITION XXIV, LLC,
 a Delaware
limited liability company,
 its sole member

			
		 	By:	 	 KBS REIT PROPERTIES, 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

  

 S-1 









							
	PCCP LINCOLN PLANO CORPORATE CENTER, L.P.,
	 a Delaware limited partnership

		
	 By:
	 	 PCCP LINCOLN PLANO GP, LLC,
 a Delaware limited liability company, its
 General Partner

			
		 	 By:
	 	 PCCP LINCOLN PLANO CORPORATE
 CENTER, LLC, a Delaware limited liability
 company, its Sole Member

				
		 		 	 By:
	 	 /s/ Clay Duvall

		 		 		 	 Clay Duvall,

		 		 		 	 Vice President