Exhibit 10.66





EXHIBIT 10.66




FIFTH AMENDMENT TO 

PURCHASE AND SALE AGREEMENT 




THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of November
20, 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”), and that certain Fourth Amendment to Purchase and
Sale Agreement dated as of October 15, 2008 (the “Fourth Amendment”; the Original Agreement, as
amended by the First Amendment, the Second Amendment, the Third Amendment and the Fourth 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. Reduction in Purchase Price. The Purchase Price shall be reduced in the amount of
$4,000,000, from $124,000,000 to $120,000,000.



3. Scheduled Closing Date. The parties acknowledge that the Scheduled Closing Date is
December 17, 2008. Section 4 of the Fourth Amendment, titled “Option to Extend Scheduled Closing
Date”, is hereby deleted in its entirety.


 


 









 





4. Performics Vacancy Credit. This credit for lost rent in connection with the
Performics vacancy, as set forth in Section 10.4(f) of the Original Agreement, shall be reduced
from $30,459.00 to $5,783.00 to reflect the fact that the Performics vacancy will affect only 15
days of Buyer’s period of ownership due to the extension of the Scheduled Closing Date from October
15, 2008 to December 17, 2008.



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.



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 Chief Executive
Officer





 


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JOINDER




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



Dated: November 20, 2008




	 	 	 	 	 	 	 
	 	 	YOUNAN PROPERTIES, INC.,
a California corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	[s] Zaya S. Younan	 	 
	 

	 	 	 	 	 	 
	 

	 	 
	 	Name: Zaya S. Younan	 	 
	 

	 	 
	 	Title:   President	 	 






 


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