FIFTH AMENDMENT
TO
PURCHASE AND SALE AGREEMENT
THIS FIFTH AMENDMENT TO PURCHASE AND SALE
AGREEMENT (this “ Amendment ”) is made as of
November 20, 2008, between 180 N. LASALLE II, L.L.C., a Delaware
limited liability company (“ Seller ”), and YPI
180 N. LASALLE OWNER, LLC, a Delaware limited liability company
(“ Buyer ”).
WHEREAS, Seller and Buyer (as assignee of Younan
Properties, Inc.) entered into that certain Purchase and Sale
Agreement dated as of August 12, 2008 (the “ Original
Agreement ”), as amended by that certain First Amendment
to Purchase and Sale Agreement dated as of August 29, 2008
(the “ First Amendment ”), that certain Second
Amendment to Purchase and Sale Agreement dated as of
September 3, 2008 (the “ Second Amendment
”), that certain Third Amendment to Purchase and Sale
Agreement dated as of September 30, 2008 (the “ Third
Amendment ”), and that certain Fourth Amendment to
Purchase and Sale Agreement dated as of October 15, 2008 (the
“ Fourth Amendment ”; the Original Agreement, as
amended by the First Amendment, the Second Amendment, the Third
Amendment and the Fourth Amendment, is hereinafter referred to as
the “ Agreement ”), relating to the purchase and
sale of certain property commonly known as 180 North LaSalle
Street, Chicago, Illinois, and more particularly described in the
Agreement (the “ Property ”); and
WHEREAS, Seller and Buyer desire to further
amend certain terms and conditions of the Agreement as set forth
herein;
NOW, THEREFORE, in consideration of the
foregoing recitals, the agreements set forth herein and other good
and valuable consideration, the receipt and sufficiency of which
are acknowledged, the Seller and Buyer hereby agree to amend and
modify the Agreement as follows:
1. Capitalized Terms . All
capitalized terms not separately defined in this Amendment bear the
respective meanings given to such terms in the Agr
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