SECOND AMENDMENT
TO
PURCHASE AND SALE AGREEMENT
THIS SECOND AMENDMENT TO PURCHASE AND SALE
AGREEMENT (this “ Amendment ”) is made as of
September 3, 2008, between 180 N. LASALLE II, L.L.C., a
Delaware limited liability company (“ Seller ”),
and YOUNAN PROPERTIES, INC., a California corporation (“
Buyer ”).
WHEREAS, Seller and 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
”; the Original Agreement as amended by the First 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 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. Captial Items Credit . In
consideration of the Buyer accepting the Property subject to the
matters detailed on Exhibit A to the First Amendment, at
Closing Seller shall give Buyer a credit (the “ Capital
Items Credit ”) against the Purchase Price in the amount
of One Million Five Hundred Thousand Dollars
($1,500,000.00).
3. Schwartz Cooper Credit . In
addition to the Capital Items Credit, at Closing, Seller shall
provide Buyer with a credit against the Purchase Price for the
termination fee in the amount of Eight Hundred Eighty-Eight
Thousand Four Hundred Sixty-Eight Dollars ($888,468.00) received by
Seller from Schwartz Cooper in connection with the termination of
the Schwartz Cooper lease.
4. Evaluation Period . The parties
acknowledge and agree that the Evaluation Period set forth in
Section 5.1 of the Agreement has expired. Buyer hereby waives
its right to terminate the Agreement pursuant to
Section 5.3(c) thereof and shall deposit the Additional
Deposit with the Escrow Agent on or before 5:00 p.m. Central Time
on September 4, 2008.
5. Existing Lease Expenses . As
provided in Section 10.4(f) of the Agreement, Buyer has
reviewed the Leases, Tenant correspondence and other Documents with
respect to the Existing Lease Expenses listed on Exhibit K to
the Agreement. In light of such review, the parties have agreed as
follows:
(a) Exhibit K to the Agreement is
hereby deleted in its entirety and replaced with
Exhibit K attached to this Amendment.
(b) The Assignment of Leases to be executed
and delivered at Closing shall contain an indemnification by Seller
in the aggregate amount of $16,828.84 relating to the matters set
forth on Schedule I attached hereto and made a
part hereof.
(c) The provisions of this Paragraph 5
will survive the Closing.
6. Leasing Commissions . Buyer
acknowledges that Seller’s leasing and brokerage affiliate
(“ Seller’s Leasing Agent ”) has been
actively seeking new leases and lease renewals for the Property.
Attached to this Amendment as Schedule II is a
list of proposed lease transactions with various existing tenants
or new prospects (each, a “ Prospect ”) which
Seller’s Leasing Agent has been pursuing prior to the date
hereof and which would benefit the Property after the Closing Date.
Notwithstanding anything to the contrary set forth in the
Agreement, in the event that Buyer enters into a new lease, lease
expansion or lease renewal, as applicable, with any Prospect within
one hundred twenty (120) days after the Closing Date, Buyer
agrees (which agreement shall survive the Closing) to pay
Seller’s Leasing Agent, within fifteen (15) days of the
signing of such new lease, lease expansion or lease renewal, a
leasing commission as follows:
(a) For new leases, lease expansions or
lease renewals in which the tenant is not represented by a
cooperating broker, Buyer will pay Seller’s Leasing Agent a
commission equal to $0.80 per square foot per each year of the term
of such new lease, lease expansion or lease renewal (and pro rata
for any partial year of such term). By way of example, for a 5-year
lease, the leasing commission owed to Seller’s Leasing Agent
would be $4.00 per square foot, and for a 10-year lease, the
leasing commission owed to Seller’s Leasing Agent would be
$8.00 per square foot.
(b) For new leases, lease expansions or
lease renewals in which the tenant is represented by a cooperating
broker, Buyer will pay Seller’s Leasing Agent a commission
equal to $0.40 per square foot per each year of the term of such
new lease, lease expansion or lease renewal (and pro rata for any
parti
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