FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT and ESCROW INSTRUCTIONS

Exhibit 10.12

FIRST AMENDMENT TO

REAL ESTATE PURCHASE AGREEMENT

and ESCROW INSTRUCTIONS

THIS FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT and ESCROW INSTRUCTIONS (this “Amendment”) is entered into as of this 5^th day of May, 2010 by and between CRESTLINE INVESTMENTS, LLC, an Arizona limited liability company (“Seller”) and TNP ACQUISITIONS, LLC, a Delaware limited liability company (“Buyer”).

RECITALS

WHEREAS, Seller and Buyer entered into that certain Real Estate Purchase Agreement and Escrow Instructions dated April 6, 2010 (“Agreement”) with respect to the real property and improvements located in Tucson, Arizona, commonly known as 2401 and 0000 X. Xxxxxxxx Xxx and 3901 through 0000 X. Xxxxx Xxxx, Xxxxxx, Arizona, and improved with an approximate 103,492 square foot retail shopping complex, altogether as more particularly described on Exhibit “A” to the Agreement (the “Property”);

WHEREAS, Buyer has the right to terminate the Agreement (or permit the Agreement to be deemed terminated) on or before the end of the Due Diligence Period as defined in Section 3.2 of the Agreement, which currently expires on May 6, 2010; and

WHEREAS, Buyer is in need of additional time to complete its due diligence and determine whether to proceed with the transaction described in the Agreement, and Seller is willing to extend the Due Diligence Period, as set forth hereinbelow.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

1. Extension of Due Diligence Period and Loan Assumption Application Date. The Due Diligence Period is hereby extended through and including May 21,2010. The last day for Buyer to make application to Lender to assume the Existing Loan, as provided in Section 3.5 of the Agreement, is hereby extended through and including May 11, 2010.

2. Miscellaneous. The capitalized terms used herein shall have the same meanings herein as defined in the Agreement. Except as specifically modified by this Amendment, the terms and conditions of the Agreement shall, as amended hereby, continue in full force and effect. This Amendment may be executed in any number of counterparts and it shall be sufficient that the signature of each party appear on one or more such counterparts. All counterparts shall collectively constitute a single agreement. In order to expedite the execution and effectiveness of this Amendment, signatures may be delivered and exchanged by email (pdf scan), or by facsimile.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

SELLER:				CRESTLINE INVESTMENTS, LLC, An Arizona limited liability company,
				By:		/s/ Xxxxx Xxxxx
				Name:		Xxxxx Xxxxx, Manager
BUYER:				TNP ACQUISITIONS, LLC, a Delaware limited liability company
				By:		Xxxxxxxx National Properties, LLC, a Delaware limited liability company
				Its:		Sole Member
				By:		/s/ Xxxxxxx Xxxxx
				Name:		Xxxxxxx Xxxxx
				Title:		SVP Acquisitions

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