FOURTH AMENDMENT
TO
PURCHASE AND SALE AGREEMENT
THIS FOURTH AMENDMENT TO PURCHASE AND SALE
AGREEMENT (this “ Amendment ”) is made as of
October 15, 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 Younan Properties, Inc.
(“ Original Buyer ”) 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
”), and that certain Third Amendment to Purchase and Sale
Agreement dated as of September 30, 2008 (the “ Third
Amendment ”; the Original Agreement, as amended by the
First Amendment, the Second Amendment and the Third 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, pursuant to that Assignment and
Assumption of Purchase and Sale Agreement between Original Buyer
and Buyer dated as of October 9, 2008, Original Buyer assigned
the Agreement to Buyer; 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
Agreement.
2. Earnest Money .
Contemporaneously with the execution of this Amendment, Seller and
Buyer shall jointly direct the Escrow Agent to release all of the
Earnest Money that is currently held in the joint order escrow
account (collectively, the “ Second Released Amount
”), directly to Seller, to such account as Seller may direct.
The Second Released Amount shall be credited against the Purchase
Price at Closing but is hereby deemed earned by Seller and shall be
non-refundable to Buyer for any reason whatsoever except in the
event of a default by Seller of Seller’s obligations to close
the sale or a failure of a condition to Buyer’s obligation to
close the sale.
3. Extension of Scheduled Closing
Date . The Scheduled Closing Date, as set forth in
Section 1.1 of the Agreement, is hereby extended to
December 17, 2008. Unless expressly stated to the contrary,
all references in the Agreement to the Scheduled Closing Date shall
be deemed to refer to December 17, 2008.
4. Option to Extend Scheduled Closing
Date . Notwithstanding anything to the contrary set forth
herein or in the Agreement, Buyer shall have the right to further
extend the Scheduled Closing Date to January 16, 2009 (the
“ Extended Scheduled Closing Date ”). Buyer may
exercise this extension right, by, not less than five
(5) business days prior to the Scheduled Closing Date,
(a) providing written notice to Seller of Buyer’s
election to so extend the Scheduled Closing Date (the “
Extension Notice ”), and (b) paying directly to
Seller, to such account as Seller may direct, the sum of Two
Million Dollars ($2,000,000.00) in good funds, by federal wire
transfer (the “ Third Released Amount ”). If
Buyer shall fail to timely deliver the Extension Notice or timely
pay the Third Released Amount to Seller, Buyer shall be deemed to
have waived its right to extend the Scheduled Closing Date. If
paid, the Third Released Amount shall be credited against the
Purchase Price at Closing but shall be deemed earned by Seller as
of the date rec
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