Exhibit 10.67






EXHIBIT 10.67




SIXTH AMENDMENT TO 

PURCHASE AND SALE AGREEMENT 




THIS SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of December
9, 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”).



WITNESSETH:




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”), that certain Fourth Amendment to Purchase and Sale
Agreement dated as of October 15, 2008 (the “Fourth Amendment”), and that certain Fifth Amendment
to Purchase and Sale Agreement dated as of November 20, 2008 (the “Fifth Amendment”; the Original
Agreement, as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth
Amendment and the Fifth 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;



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. Extension of Scheduled Closing Date. The Scheduled Closing Date, as set forth in
Section 1.1 of the Agreement, is hereby extended to (a) February 18, 2009, or (b) such earlier date
as Buyer may select by providing Seller with written notice specifying the date on which Buyer
seeks to close, provided that (i) such date shall be not less than fifteen (15) days after the
date of such notice, (ii) the two (2)calendar days immediately preceding such date shall be
Business Days, (iii) such date shall be reasonably acceptable to Seller, and (iv) in no event shall
such date be later than February 18, 2009. Unless expressly stated to the contrary, all references
in the Agreement to the Scheduled Closing Date shall be deemed to refer to the date set forth in
the preceding sentence.





 


 









 






3. Extension Consideration. In consideration for the Seller’s agreement to further
extend the Scheduled Closing Date, Buyer agrees to pay to Seller, or to any affiliate of Seller
that Seller may designate by written notice to Buyer, an amount (the “Extension Payment”) equal to
fifty percent (50%) of the amount of property management fees paid to any property manager retained
by Buyer (whether or not such property manager is affiliated with Buyer) for property management
services at the Property (but excluding any other fees such as construction management fees,
leasing commissions, asset management fees and disposition and refinancing fees), at market rates
of not less than 3% of gross revenues, for the period commencing on the Closing Date and continuing
until the earlier of (i) the date Buyer sells the Property to a non-affiliated third party
purchaser in a bona fide arms-length transaction, or (ii) two (2) calendar years after the Closing
Date (the “Payment Period”). The Extension Payment shall be paid to Seller on a monthly basis at
the same time that such property manager receives its fee for managing the Property and shall be
prorated for any partial months within the Payment Period. Seller shall not have the right to
record a memorandum of the agreements contained in this Section 3 against the Property. In the
event Seller files any action or suit against Buyer or any successor owner of the Property to
enforce Buyer’s obligations hereunder, Seller shall be entitled to recover its fees as provided in
Section 18.3 of the Original Agreement. The obligations of Buyer under this Section 3 shall
survive the Closing and the delivery of the Deed and shall not be subject to the limitations set
forth in Section 13.3 of the Original Agreement unless the Closing fails to occur, in which case
the limitations set forth in Section 13.3 of the Original Agreement shall apply.



4. Performics Vacancy Credit. The parties acknowledge that, notwithstanding anything
to the contrary contained in the Agreement, including, without limitation, the Fifth Amendment, due
to the extension of the Scheduled Closing Date beyond December 31, 2008, Buyer shall no longer be
entitled to any credit at Closing in connection with lost rent relating to the Performics vacancy.



5. Full Force and Effect. Each party acknowledges that to its knowledge as of the
date of this Amendment there are no defaults on the part of the other party which would entitle it
to fail to close on the Scheduled Closing Date or to be entitled to a further adjustment of the
Purchase Price. 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.


 


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6. 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:	 	YPI 180 N. LaSalle Owner, LLC, a Delaware limited

 liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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 CEO	 	 





 


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JOINDER




Younan Properties, Inc. hereby joins in the execution of this Sixth Amendment to Purchase and Sale
Agreement to acknowledge its agreement with the provisions thereof.



Dated: December 9, 2008




	 	 	 	 	 	 	 
	 	 	YOUNAN PROPERTIES, INC.,
a California corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	[s] Zaya S. Younan
 

	 	 
	 

	 	 
	 	Name: Zaya S. Younan	 	 
	 

	 	 
	 	Title:   President	 	 






 


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