OMNIBUS AMENDMENT TO
Exhibit 10.19
OMNIBUS AMENDMENT
TO
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, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Seller”), and NATIONAL FINANCIAL REALTY - WFB EAST COAST, LLC, a Delaware limited liability company, having an address c/o National Financial Realty, Inc., ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“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 ▇▇▇▇▇ 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
▇▇▇▇▇ ▇. 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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |||
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President | ||||
Exhibit A
Count | Property Name | Address Line | City | State | Property Type | Rentable SF | Valuation | ||
1 | 3401 - Plaza | ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ | ▇▇▇▇▇▇▇▇▇▇▇▇ | ▇▇ | OFF | 481,958 | $ | 39,343,510 | |
2 | 3357 - Mortgage Center | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ | ▇▇▇▇▇▇▇ | ▇▇ | OPS | 450,393 | $ | 36,766,776 | |
3 | 3438 - WVOC-Four Story | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ | ▇▇▇▇▇▇▇ | ▇▇ | OPS | 443,181 | $ | 36,178,041 | |
4 | 3362 - West End Center | ▇▇▇ ▇▇▇▇ ▇ ▇/▇ ▇▇ | ▇▇▇▇▇▇▇-▇▇▇▇▇ | ▇▇ | OFF | 343,336 | $ | 28,027,429 | |
5 | 3343 - Atlant Ops Cntr | ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ | ▇▇▇▇▇▇▇ | ▇▇ | OPS | 335,608 | $ | 27,396,571 | |
6 | 3415 - Columbia Grystn | ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ | ▇▇▇▇▇▇▇▇ | ▇▇ | OFF | 240,976 | $ | 19,671,510 | |
7 | 3365 - Winston Salem | ▇▇▇ ▇▇▇▇▇▇ ▇▇ | ▇▇▇▇▇▇▇-▇▇▇▇▇ | ▇▇ | OFF | 187,743 | $ | 15,325,959 | |
8 | 3354 - Greenville Sals | ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ | ▇▇▇▇▇▇▇▇▇▇▇ | ▇▇ | OFF | 111,898 | $ | 9,134,531 | |
9 | 3441 - West End Cntr | ▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇ | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | ▇▇ | OPS | 85,455 | $ | 6,975,918 | |
10 | 3368 - Haddon Township | ▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ▇▇ | OPS | 75,937 | $ | 3,099,469 | |
11 | ▇▇▇▇ - ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ | ▇▇▇▇▇▇▇▇▇ | ▇▇ | BRH | 59,045 | $ | 1,411,824 | |
12 | 3345 - Columbus Main | ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ | ▇▇▇▇▇▇▇▇ | ▇▇ | BRH | 50,759 | $ | 1,213,698 | |
13 | 3371 - Morristown Offc | ▇▇ ▇▇▇▇▇ ▇▇ | ▇▇▇▇▇▇▇▇▇▇ | ▇▇ | BRH | 39,955 | $ | 955,364 | |
14 | 3413 - Chalstn ▇▇ ▇▇▇ | ▇▇ ▇▇▇▇▇ ▇▇ | ▇▇▇▇▇▇▇▇▇▇ | ▇▇ | 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 | ▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇ | ▇▇▇▇▇▇ | ▇▇ | OFF | 33,496 | $ | 800,923 | |
17 | 3351 - Burlington | ▇▇▇ ▇ ▇▇▇▇ ▇▇ | ▇▇▇▇▇▇▇▇▇▇ | ▇▇ | OFF | 29,688 | $ | 709,869 | |
18 | 3408 - York Square | ▇▇ ▇ ▇▇▇▇▇▇ ▇▇ | ▇▇▇▇ | ▇▇ | BRH | 27,967 | $ | 668,719 | |
19 | 3353 - Goldsboro | ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ | ▇▇▇▇▇▇▇▇▇ | ▇▇ | OFF | 27,112 | $ | 648,275 | |
20 | 3348 - Pikesvill Brnch | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ | ▇▇▇▇▇▇▇▇▇ | ▇▇ | BRH | 26,540 | $ | 634,598 | |
21 | 3339 - South Fort Myrs | ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ | ▇▇▇▇ ▇▇▇▇▇ | ▇▇ | OFF | 25,370 | $ | 606,622 | |
22 | 3376 - Red Bank Mn Off | ▇▇▇ ▇▇▇▇▇ ▇▇ | ▇▇▇ ▇▇▇▇ | ▇▇ | OFF | 23,856 | $ | 1,947,429 | |
23 | 3433 - VA Beach Pembrk | ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | ▇▇ | OFF | 22,403 | $ | 1,828,816 | |
24 | 3319 - Downtown Laklnd | ▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇ | ▇▇▇▇▇▇▇▇ | ▇▇ | 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 | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ | ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ | ▇▇ | OFF | 20,336 | $ | 1,660,082 | |
27 | 3405 - West Chestr Off | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ | ▇▇▇▇ ▇▇▇▇▇▇▇ | ▇▇ | OFF | 19,063 | $ | 1,556,163 | |
28 | 3429 - Market St Office | ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇ | ▇▇▇▇▇▇▇▇▇▇▇▇ | ▇▇ | BRH | 18,869 | $ | ▇▇▇,▇▇▇ | |
▇▇ | ▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇ | ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇ | ▇▇▇▇▇▇ ▇▇▇▇▇ | ▇▇ | BRH | 15,890 | $ | 379,945 | |
30 | 3427 - Clintwood | ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ | ▇▇▇▇▇▇▇▇▇ | ▇▇ | BRH | 13,495 | $ | 322,679 | |
31 | 3393 - Media Office | ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ | ▇▇▇▇▇ | ▇▇ | BRH | 11,297 | $ | 270,122 | |
32 | 3422 - Blacksburg | ▇▇▇ ▇ ▇▇▇▇ ▇▇ | ▇▇▇▇▇▇▇▇▇▇ | ▇▇ | BRH | 10,912 | $ | 260,917 | |
33 | 3314 - Dade City | ▇▇▇▇▇ ▇▇▇ ▇▇ | ▇▇▇▇ ▇▇▇▇ | ▇▇ | BRH | 10,822 | $ | 883,429 | |
34 | 3380 - Trenton-Brnswck | ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ | ▇▇▇▇▇▇▇ | ▇▇ | BRH | 10,529 | $ | 859,510 | |
35 | 3341 - West Hollywood | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ | ▇▇▇▇▇▇▇▇▇ | ▇▇ | BRH | 10,388 | $ | 248,387 | |
36 | 3425 - Christnburg Mn | ▇ ▇ ▇▇▇▇ ▇▇ | ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ | ▇▇ | BRH | 9,644 | $ | 230,598 | |
37 | 3342 - Westward | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ | ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ | ▇▇ | BRH | 9,181 | $ | 187,367 | |
38 | ▇▇▇▇ - ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ | ▇▇▇▇▇▇▇▇▇▇ | ▇▇ | BRH | 8,633 | $ | 206,424 | |
39 | 3411 - Bennettsvll Main | ▇▇▇ ▇▇▇▇▇ ▇▇ | ▇▇▇▇▇▇▇▇▇▇▇▇▇ | ▇▇ | BRH | 6,527 | $ | 156,067 | |
40 | 3420 - Amherst Sth Main | ▇▇▇ ▇ ▇▇▇▇ ▇▇ | ▇▇▇▇▇▇▇ | ▇▇ | BRH | 6,055 | $ | 144,781 | |
41 | 3423 - Brookneal | ▇▇▇ ▇▇▇▇ ▇▇ | ▇▇▇▇▇▇▇▇▇ | ▇▇ | BRH | 5,339 | $ | 435,837 | |
PORTFOLIO TOTAL | 3,427,558 | $ | 250,000,000 | ||||||
Exhibit B
Name: KBS Acquisition Sub, LLC
Acct# 412-▇▇▇▇▇▇▇
Bank: ▇▇▇▇▇ Fargo
ABA# ▇▇▇-▇▇▇-▇▇▇