Exhibit 10.3





Exhibit 10.3




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”).



WITNESSETH:




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;



AGREEMENT:




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 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 $2.00 per
square foot, and for a 10-year lease, the leasing commission owed to Seller’s Leasing Agent
would be $4.00 per square foot.


 


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7. Broughton Group Litigation. Notwithstanding anything to the contrary contained in
the Agreement, including without limitation, the Rent Roll attached as Exhibit E thereto and the
form of the Assignment of Leases attached as Exhibit H thereto, the parties agree that the
Assignment of Leases to be executed and delivered at Closing shall include the lease with The
Broughton Group, Inc. (the “Broughton Lease”), which was signed by The Broughton Group, Inc. but
not by Seller, as landlord. Buyer shall agree to assume the Broughton Lease and comply with the
terms of the August 18, 2005 court order accruing with respect to the Broughton Lease after the
Closing Date, which court order was entered in the litigation concerning the Broughton Lease (the
“Broughton Litigation”) that is currently ongoing in the Circuit Court of Cook County, Illinois. A
copy of such court order has previously been provided to Buyer. Buyer shall not be required to
assume the Broughton Litigation, and Seller shall continue to handle and be responsible for the
Broughton Litigation following the Closing. The provisions of this Paragraph 7 will survive the
Closing.



8. Mutual Cooperation. Seller and Buyer acknowledge and agree that (a) the purchase
and sale of the Property may be part of a deferred exchange pursuant to § 1031 of the Code (the
“Exchange”), or (b) either party may desire to structure the sale in such a manner so as to
minimize taxes payable by such party or any entity that has a direct or indirect interest in such
party (an “Alternative Sale Structure”). Each party hereby agrees to take all reasonable steps on,
before or after the Closing to facilitate such Exchange or Alternative Sale Structure if requested
by the other party, provided that: (1) the Closing shall not be delayed by reason of the Exchange
or the Alternative Sale Structure nor shall the consummation or accomplishment of the Exchange or
the Alternative Sale Structure be a condition precedent or condition subsequent to the requesting
party’s obligations under this Agreement; (2) the non-requesting party shall not be required to
take an assignment of the purchase agreement for the relinquished property or be required to
acquire or hold title to any real property for purposes of consummating the Exchange or
accommodating the Alternative Sale Structure; and (3) the non-requesting party shall not incur any
additional costs or liabilities in connection with such Exchange or Alternative Sale Structure,
other than reasonable attorneys’ fees. Notwithstanding anything to the contrary contained in this
Agreement, if Seller so elects to close the transfer of the Property as an Exchange, then (a)
Seller, at its sole option, may delegate its obligations to transfer the Property under this
Agreement, and may assign its rights to receive the Purchase Price from Buyer, to a deferred
exchange intermediary or an exchange accommodation titleholder (each, an “Intermediary”); (b) such
delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of
Seller pursuant to this Agreement; (c) the Intermediary shall have no liability to Buyer; and (d)
the Closing shall be undertaken by direct deed from Seller to Buyer. Seller has informed Buyer
that one Alternative Sale Structure Seller may desire to undertake involves the transfer of the
Property to one of Seller’s Affiliates prior to the transfer to Buyer and the assumption by such
Seller’s Affiliate of the obligations of Seller under the Agreement.


 


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9. Full Force and Effect. The Agreement, as supplemented and amended by this
Amendment, remains in all respects in full force and effect. In the event of a conflict between
the provisions of the Agreement and the provisions of this Amendment, the
provisions of this Amendment shall be controlling. Additionally, all references in the
Agreement or this Amendment to the Agreement (including references to “herein” or “therein”) shall
mean and refer to the Agreement as modified hereby.



10 Counterparts. This Amendment may be executed in any number of counterparts, each
of which will be deemed to be an original and all of which, taken together, shall constitute one
and the same instrument.



[Signature Page Follows]




 


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



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BUYER:	 	YOUNAN PROPERTIES, INC.,

a California corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Zaya S. Younan	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	Zaya S. Younan	 	 
	 	 	 	 	Title:	 	President	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SELLER:	 	180 N. LASALLE II, L.L.C.,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	180 N. LaSalle Holdings, L.L.C.,

a Delaware limited liability company,

its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	PGRT Equity II LLC,
 a Delaware limited
liability company, 
its administrative
member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Prime Group Realty, L.P.,

a Delaware limited partnership,

its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By:	 	Prime Group Realty Trust, a

Maryland real estate

investment trust, its sole

general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	By:	 	/s/ Jeffrey A. Patterson	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Name:
	 	Jeffrey A. Patterson	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Title:
	 	President and Chief
Executive Officer	 	 






 


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EXHIBIT K




UNPAID COMMISSIONS, ALLOWANCES AND CONCESSIONS




180 North LaSalle Street

Allowance for Tenant Improvements

As of July 31, 2008




	 	 	 	 	 	 	 	 	 
	 	 	Month/Year	 	 	 	 
	 	 	Original	 	 	 	 
	 	 	TI Allowance	 	 	 	 
	Tenant Name	 	was recorded	 	 	July 31, 2008 Balance	 
	 
	 	 	 	 	 	 	 	 
	KOA — NIPPONKOA
	 	May-03	 	$	16,762.52	 
	Marc J. Lane
	 	Dec-03	 	 	4,543.84	 
	Kaplan, Papadakis & Gournis
	 	Apr-04	 	 	4,425.22	 
	ABM Lakeside
	 	Aug-04	 	 	33,975.00	 
	Joseph Blake
	 	Oct-04	 	 	500.00	 
	Heritage Title Company
	 	Nov-04	 	 	2,204.36	 
	Scwhartz, Cooper, Greenberg et al
	 	Nov-04	 	 	48,454.00	 
	UPS
	 	Feb-05	 	 	2,221.19	 
	Executive Coaching 2nd Amend
	 	Mar-05	 	 	4,999.00	 
	Alan Hoffenberg
	 	May-05	 	 	3,892.00	 
	Lion Search
	 	Jun-05	 	 	506.21	 
	Video Instanter
	 	Jun-05	 	 	4,540.50	 
	Buchanan Street Advisors
	 	Sep-05	 	 	2,417.50	 
	Jenny Craig
	 	Nov-05	 	 	7,500.00	 
	Mark Basile
	 	Nov-05	 	 	72.00	 
	Neal Strom
	 	Dec-05	 	 	5,808.39	 
	Copeland, Finn
	 	Jan-06	 	 	15,288.93	 
	Worsek & Vihon renewal
	 	May-06	 	 	17,567.18	 
	Weltman, Weinberg, Reis
	 	Apr-07	 	 	22,592.92	 
	McCathy Duffy
	 	Jun-07	 	 	73,192.00	 
	Donald Shapiro (2300)
	 	Aug-07	 	 	16,145.00	 
	Sanford & Kahn
	 	Aug-07	 	 	13,762.00	 
	2303 Corporation
	 	Mar-08	 	 	8,655.00	 
	B H Greenburg (4th Amend)
	 	Mar-08	 	 	296.00	 
	Entrust Capital
	 	Apr-08	 	 	14,256.00	 
	State of Illinois
	 	 	 	 	 	 	5,865.16	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total
	 	 	 	 	 	$	330,441.92	 
	 
	 	 	 	 	 	 	 






 


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EXHIBIT K

(continued)




180 North LaSalle Street

Accrued Leasing Commissions

As of July 31, 2008




	 	 	 	 	 	 	 	 	 
	 	 	Month/Year	 	 	 	 
	 	 	Original	 	 	 	 
	 	 	Leasing Commission	 	 	 	 
	Tenant Name	 	was recorded	 	 	July 31, 2008 Balance	 
	 
	 	 	 	 	 	 	 	 
	Performics
	 	Dec 07	 	$	4,819.00	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total
	 	 	 	 	 	$	4,819.00	 
	 
	 	 	 	 	 	 	 






 


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Schedule I




Seller’s Indemnity Matters




Seller shall indemnify Tenant for claims relating to the following unfunded tenant improvement
allowances to the following Tenants:



	 	 	 	 	 
	(i) The Broughton Group:
	 	$	12,048.00	 
	(ii) Accenture:
	 	$	4,464.25	 
	(iii) Weinberg Solheim:
	 	$	316.61	 






In consideration of Seller’s indemnity, Buyer agrees that it will not affirmatively offer such
allowances to such Tenants.


 


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Schedule II




Leasing Prospects




	 	 	 	 	 
	PROSPECT/TENANT	 	SQUARE FEET	 	COMMENCEMENT
	 
	 	 	 	 
	1601 Office Associates, Inc.

	 	3,360 RSF
	 	February 1, 2009 (Renewal)
	Alan C. Hoffman

	 	2,103 RSF
	 	January 1, 2009 (Renewal)
	The Cayman Islands
	 	 	 	 
	Department of Tourism

	 	1,337 RSF
	 	December 1, 2008 (New)
	Property Assessment Advisors

	 	7,433 RSF
	 	January 1, 2009 (Renewal)
	Dahl & Bonadies, 24th Floor

	 	6,000 RSF
	 	March, 2009 (New)







 


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