Exhibit 10.2





Exhibit 10.2




FIRST AMENDMENT TO 

PURCHASE AND SALE AGREEMENT 




THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of August
29, 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 “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. Evaluation Period. The Evaluation Period set forth in Section 5.1 of the Agreement
is hereby extended to 5:00 p.m. Central Time on September 3, 2008. Buyer agrees that Buyer has
completed its inspection of the Documents, Real Property and Improvements and that Buyer has
accepted and approved all of the such matters and is prepared to waive the Evaluation Period and
deposit the Additional Deposit, except for the Buyer’s request for certain credits against the
Purchase Price detailed in that certain email dated August 28, 2008, from Zaya Younan, of Younan
Properties, Inc., to Jeff Bramson and Jaime Fink of Holliday Fenoglio Fowler, L.P., a copy of which
is attached hereto as Exhibit A and made a part hereof. The Buyer acknowledges that the
Seller has not agreed to the requested credits and that the Evaluation Period is being extended by
the Parties solely to enable them to further discuss the requested credits.



 


 









 





3. 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.



4 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 A




Credits Request




See attached.





 


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