Exhibit 10.1





Exhibit 10.1




180 NORTH LASALLE




PURCHASE AND SALE AGREEMENT




BETWEEN




180 N. LASALLE II, L.L.C.




a Delaware limited liability company




AS SELLER




AND




YOUNAN PROPERTIES, INC.,




a California corporation




AS BUYER




As of August 12, 2008



 


 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	1.1 Definitions
	 	 	1	 
	1.2 References: Exhibits and Schedules
	 	 	7	 
	 
	 	 	 	 
	ARTICLE II AGREEMENT OF PURCHASE AND SALE
	 	 	7	 
	 
	 	 	 	 
	2.1 Agreement
	 	 	7	 
	2.2 Indivisible Economic Package
	 	 	8	 
	2.3 Termination of Service Contracts
	 	 	8	 
	 
	 	 	 	 
	ARTICLE III CONSIDERATION
	 	 	9	 
	 
	 	 	 	 
	3.1 Purchase Price
	 	 	9	 
	3.2 Assumption of Obligations
	 	 	9	 
	3.3 Method of Payment of Purchase Price
	 	 	9	 
	3.4 Failure to Execute
	 	 	9	 
	 
	 	 	 	 
	ARTICLE IV EARNEST MONEY
	 	 	10	 
	 
	 	 	 	 
	4.1 Earnest Money
	 	 	10	 
	4.2 Designation of Certifying Person
	 	 	10	 
	 
	 	 	 	 
	ARTICLE V INSPECTION OF PROPERTY
	 	 	11	 
	 
	 	 	 	 
	5.1 Evaluation Period
	 	 	11	 
	5.2 Document Review
	 	 	11	 
	5.3 Entry and Inspection Obligations; Termination of Agreement
	 	 	12	 
	5.4 Estoppel Certificates
	 	 	14	 
	5.5 SALE “AS IS”
	 	 	16	 
	5.6 SNDA’s
	 	 	17	 
	 
	 	 	 	 
	ARTICLE VI TITLE AND SURVEY MATTERS
	 	 	17	 
	 
	 	 	 	 
	6.1 Surveys and Title Commitments
	 	 	17	 
	6.2 Survey and Title Review
	 	 	17	 
	6.3 Title Defect
	 	 	18	 
	6.4 Title Policy
	 	 	18	 
	 
	 	 	 	 
	ARTICLE VII INTERIM OPERATING COVENANTS
	 	 	19	 
	 
	 	 	 	 
	7.1 Interim Operating Covenants
	 	 	19	 
	7.2 Management Agreements
	 	 	20	 






 


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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE VIII REPRESENTATIONS AND WARRANTIES
	 	 	20	 
	 
	 	 	 	 
	8.1 General Seller’s Representations and Warranties
	 	 	20	 
	8.2 Representations and Warranties of the Seller as to the Property
	 	 	21	 
	8.3 Buyer’s Representations and Warranties
	 	 	22	 
	8.4 Limitations on Liability and Representations and Warranties
	 	 	24	 
	 
	 	 	 	 
	ARTICLE IX CONDITIONS PRECEDENT TO CLOSING
	 	 	25	 
	 
	 	 	 	 
	9.1 Conditions Precedent to Obligation of Buyer
	 	 	25	 
	9.2 Conditions Precedent to Obligation of Seller
	 	 	26	 
	9.3 Failure of Condition
	 	 	26	 
	 
	 	 	 	 
	ARTICLE X CLOSING
	 	 	27	 
	 
	 	 	 	 
	10.1 Closing
	 	 	27	 
	10.2 Seller’s Closing Obligations
	 	 	27	 
	10.3 Buyer’s Closing Obligations
	 	 	28	 
	10.4 Prorations
	 	 	29	 
	10.5 Closing Costs
	 	 	32	 
	 
	 	 	 	 
	ARTICLE XI CONDEMNATION AND CASUALTY
	 	 	32	 
	 
	 	 	 	 
	11.1 Casualty
	 	 	32	 
	11.2 Condemnation of Property
	 	 	33	 
	 
	 	 	 	 
	ARTICLE XII CONFIDENTIALITY
	 	 	33	 
	 
	 	 	 	 
	12.1 Confidentiality
	 	 	33	 
	12.2 Tax Related Disclosures
	 	 	34	 
	 
	 	 	 	 
	ARTICLE XIII REMEDIES
	 	 	34	 
	 
	 	 	 	 
	13.1 Notice and Cure
	 	 	34	 
	13.2 Default by Seller
	 	 	34	 
	13.3 Default by Buyer
	 	 	35	 
	 
	 	 	 	 
	ARTICLE XIV NOTICES
	 	 	35	 
	 
	 	 	 	 
	14.1 Notices
	 	 	35	 
	 
	 	 	 	 
	ARTICLE XV ASSIGNMENT
	 	 	37	 
	 
	 	 	 	 
	15.1 Assignment
	 	 	37	 
	15.2 Permitted Assignee
	 	 	37	 






 


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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE XVI BROKERAGE
	 	 	38	 
	 
	 	 	 	 
	16.1 Brokers
	 	 	38	 
	 
	 	 	 	 
	ARTICLE XVII [RESERVED]
	 	 	38	 
	 
	 	 	 	 
	ARTICLE XVIII MISCELLANEOUS
	 	 	38	 
	 
	 	 	 	 
	18.1 Waivers
	 	 	38	 
	18.2 TIME OF THE ESSENCE
	 	 	38	 
	18.3 Recovery of Certain Fees
	 	 	38	 
	18.4 Construction
	 	 	39	 
	18.5 Counterparts
	 	 	39	 
	18.6 Severability
	 	 	39	 
	18.7 Entire Agreement
	 	 	39	 
	18.8 Governing Law
	 	 	39	 
	18.9 No Recording
	 	 	39	 
	18.10 Further Actions
	 	 	40	 
	18.11 Exhibits
	 	 	40	 
	18.12 No Partnership
	 	 	40	 
	18.13 Limitations on Benefits
	 	 	40	 
	18.14 Cooperation After Closing
	 	 	40	 
	18.15 Union Matters
	 	 	41	 
	18.16 Limitation of Liability
	 	 	41	 







 


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PURCHASE AND SALE AGREEMENT




THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 12th day of
August, 2008, by and between 180 N. LASALLE II, L.L.C., a Delaware limited liability company
(“Seller”), and YOUNAN PROPERTIES, INC., a California corporation (“Buyer”).



BACKGROUND:




A. Seller is the owner of the land, buildings and other improvements commonly known as 180
North LaSalle Street, in the City of Chicago, Illinois, and more particularly described on
Exhibit A attached hereto and made a part hereof (the “Land”).



B. Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Property on
the terms and conditions hereinafter set forth.



ARTICLE I




DEFINITIONS




1.1 Definitions. For purposes of this Agreement, the following capitalized terms have
the meanings set forth in this Section 1.1:



“Acceptable Estoppel” has the meaning ascribed to such term in Section 5.4(a).



“Additional Deposit” has the meaning ascribed to such term in Section 4.1.



“Approved Form” has the meaning ascribed to such term in Section 5.4(a).



“Assignment of Contracts” has the meaning ascribed to such term in Section 10.2(d).



“Assignment of Leases” has the meaning ascribed to such term in Section 10.2(c).



“Authorities” means the various federal, state and local governmental and
quasi-governmental bodies or agencies having jurisdiction over the Real Property and Improvements,
or any portion thereof.



“Bill of Sale” has the meaning ascribed to such term in Section 10.2(b).



“BOMA” has the meaning ascribed to such term in Section 18.15.



“BOMA Agreements” has the meaning ascribed to such term in Section 18.15.



“Business Day” means any day other than a Saturday, Sunday or a day on which national
banking associations are authorized or required to close in Chicago, Illinois.



Agreement of Sale and Purchase



 


 









 





“Buyer’s Affiliates” means any past, present or future: (i) shareholder, partner,
member, manager or owner of Buyer; (ii) entity in which Buyer or any past, present or future
shareholder, partner, member, manager or owner of Buyer has or had an interest; (iii) entity that,
directly or indirectly, controls, is controlled by or is under common control with Buyer; and
(iv) the heirs, executors, administrators, personal or legal representatives, successors and
assigns of any or all of the foregoing.



“Buyer’s Costs” has the meaning ascribed to such term in Section 3.3.



“Buyer Information” has the meaning ascribed to such term in Section 5.3(c).



“Certificate as to Foreign Status” has the meaning ascribed to such term in
Section 10.2(g).



“Certifying Person” has the meaning ascribed to such term in Section 4.2(a).



“Closing” means the consummation of the purchase and sale of the Property contemplated
by this Agreement, as provided for in Article X.



“Closing Date” means the date on which the Closing of the transaction contemplated
hereby actually occurs.



“Closing Statement” has the meaning ascribed to such term in Section 10.4(a).



“Closing Surviving Obligations” means the rights, liabilities and obligations set
forth in Sections 3.2, 5.3, 5.5, 8.3, 8.4, 10.4, 11.1, 16.1, 17.4, 18.3, 18.14 and 18.15 and
Article XII, and any other provisions which pursuant to their terms survive the Closing hereunder.



“Code” has the meaning ascribed to such term in Section 4.2.



“Confidentiality Agreement” means any separate confidentiality agreement entered into
by the parties with respect to the transaction contemplated by this Agreement.



“Deed” has the meaning ascribed to such term in Section 10.2(a).



“Documents” has the meaning ascribed to such term in Section 5.2(a).



“Earnest Money” has the meaning ascribed to such term in Section 4.1.



“Effective Date” shall mean the date that both Seller and Buyer have executed this
Agreement and a fully executed copy of this Agreement (which may be by facsimile or email) has been
delivered to both parties.



Agreement of Sale and Purchase


 


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“Environmental Laws” means each and every federal, state, county and municipal
statute, ordinance, rule, regulation, code, order, requirement, directive, binding written
interpretation and binding written policy pertaining to Hazardous Substances issued by any
Authorities and in effect as of the date of this Agreement with respect to or which otherwise
pertains to or affects
the Real Property or the Improvements, or any portion thereof, the use, ownership, occupancy
or operation of the Real Property or the Improvements, or any portion thereof, or Buyer, and as
same have been amended, modified or supplemented from time to time prior to the Effective Date,
including but not limited to the Comprehensive Environmental Response, Compensation and Liability
Act of 1980 (42 U.S.C. § 9601 et seq.), the Hazardous Substances Transportation Act (49 U.S.C.
§ 1802 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), as amended
by the Hazardous and Solid Wastes Amendments of 1984, the Water Pollution Control Act (33 U.S.C. §
1251 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Clean Water Act (33
U.S.C. § 1321 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Solid Waste Disposal Act
(42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the
Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. § 11001 et seq.), the Radon
Gas and Indoor Air Quality Research Act of 1986 (42 U.S.C. § 7401 et seq.), the National
Environmental Policy Act (42 U.S.C. § 4321 et seq.), the Superfund Amendment Reauthorization Act of
1986 (42 U.S.C. § 9601 et seq.), the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.),
and any and all rules and regulations which have become effective prior to the date of this
Agreement under such statutes.



“Escrow Agent” means First American Title Insurance Company, having an address at 30
North LaSalle Street, Suite 310, Chicago, Illinois 60602.



“Estoppel Condition Failure Notice” has the meaning ascribed to such term in
Section 5.4(b).



“Evaluation Period” has the meaning ascribed to such term in Section 5.1.



“Existing Lease Expenses” has the meaning ascribed to such term in Section 10.4(f).



“Existing Survey” has the meaning ascribed to such term in Section 6.1.



Government List” shall mean any of (i) the two lists maintained by the United States
Department of Commerce (Denied Persons and Entities), (ii) the list maintained by the United States
Department of Treasury (Specially Designated Nationals and Blocked Persons), and (iii) the two
lists maintained by the United States Department of State (Terrorist Organizations and Debarred
Parties).



“Governmental Regulations” means all statutes, ordinances, rules and regulations of
the Authorities applicable to Seller or the use or operation of the Real Property or the
Improvements or any portion thereof.



“Hazardous Substances” means (a) asbestos, radon gas and urea formaldehyde foam
insulation, (b) any solid, liquid, gaseous or thermal contaminant, including smoke vapor, soot,
fumes, acids, alkalis, chemicals, petroleum products or byproducts, polychlorinated biphenyls,
phosphates, lead or other heavy metals and chlorine, (c) any solid or liquid waste (including,
without limitation, hazardous waste), hazardous air pollutant, hazardous substance, hazardous
chemical substance and mixture, toxic substance, pollutant, pollution, regulated substance and
contaminant, and (d) any other chemical, material or substance, the use or presence of which, or
exposure to the use or presence of which, is prohibited, limited or regulated by any
Environmental Laws.




Agreement of Sale and Purchase



 


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“Improvements” means all buildings, structures, fixtures, parking areas and other
improvements located on the Real Property.



“Initial Deposit” has the meaning ascribed to such term in Section 4.1.



“Leases” means all of the leases and other agreements entered into by Seller (or a
predecessor-in-interest) as landlord with respect to the use and occupancy of the Property,
together with all amendments, renewals and modifications thereof, if any, all guaranties thereof,
if any, and any new leases, lease amendments and lease guaranties entered into after the Effective
Date.



“Licensee Parties” has the meaning ascribed to such term in Section 5.1.



“Licenses and Permits” means, collectively, all of Seller’s right, title and interest,
to the extent assignable, in and to licenses, permits, certificates of occupancy, approvals,
dedications, subdivision maps and entitlements now or hereafter issued, approved or granted by the
Authorities exclusively in connection with the Real Property and the Improvements, together with
all renewals and modifications thereof.



“Major Tenants” shall mean those Tenants leasing one floor or more in the
Improvements.



“New Lease Agreement” has the meaning ascribed to such term in Section 7.1(b).



“New Survey Objections” has the meaning ascribed to such term in Section 6.2.



“Non-Terminable Service Contracts” has the meaning ascribed to such term in
Section 2.3.



“Operating Expenses” has the meaning ascribed to such term in Section 10.4(c).



“Other Intangibles” has the meaning ascribed to such term in Section 2.1(h).



“Owner’s Affidavit” has the meaning ascribed to such term in Section 6.4.



“Party Representatives” has the meaning ascribed to such term in Section 12.2.



“Permitted Assignee” has the meaning ascribed to such term in Section 15.2.



“Permitted Exceptions” shall mean: (a) any exception arising out of an act of Buyer or
its representatives, agents, employees or independent contractors; (b) zoning and subdivision
ordinances and regulations; (c) real estate taxes and assessments not yet due and payable; (d) the
standard exclusions from coverage set forth in the Title Policy that Seller is not required to
remove as provided herein, (e) the rights of Tenants under the Leases, and (f) any matters
deemed to constitute Permitted Exceptions under Section 6.3 hereof or elsewhere in this
Agreement.




Agreement of Sale and Purchase



 


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“Permitted Outside Parties” has the meaning ascribed to such term in Section 5.2(b).



“Person” shall mean any individual, sole proprietorship, partnership, joint venture,
trust, unincorporated association, corporation, limited liability company, entity or government
(whether federal, state, county, city or otherwise, including, but not limited to, any
instrumentality, division, agency or department thereof).



“Personal Property” means all of Seller’s right, title and interest in and to all
equipment, appliances, tools, supplies, machinery, artwork, furnishings and other tangible personal
property appurtenant to, located in and used exclusively in connection with the ownership or
operation of the Improvements and situated at the Property at the time of Closing including the
Personal Property identified on the Personal Property Inventory attached hereto as Exhibit
B. Notwithstanding the preceding sentence, “Personal Property” shall not include (a) any
proprietary or confidential materials, (b) any property that serves or is used in connection with
any property other than the Property, (c) any property owned by Tenants or others, (d) any property
leased by Seller, and (e) the files or data within any computer which is included as Personal
Property (since the hard drives of such computers will be erased), but to the extent reasonably
practicable, property files for the Property located on such computers will be provided to Buyer on
CDs.



“Property” has the meaning ascribed to such term in Section 2.1.



“Proprietary Information” has the meaning ascribed to such term in Section 5.2(a).



“Proration Items” has the meaning ascribed to such term in Section 10.4(a).



“Proration Time” has the meaning ascribed to such term in Section 10.4(a).



“Purchase Price” has the meaning ascribed to such term in Section 3.1.



“Real Property” means the Land, together with all of Seller’s right, title and
interest, if any, in and to the appurtenances pertaining thereto, including but not limited to
Seller’s right, title and interest in and to the adjacent streets, alleys and right-of-ways, and
any easement rights, air rights, subsurface development rights and water rights.



“Rejection Notice” has the meaning ascribed to such term in Section 5.4(b).



“Rental” has the meaning ascribed to such term in Section 10.4(b), and same are
“Delinquent” in accordance with the meaning ascribed to such term in Section 10.4(b).



“Rent Roll” has the meaning ascribed to such term in Section 8.2(b.



“Required Percentage” has the meaning ascribed to such term in Section 5.4(a).




Agreement of Sale and Purchase



 


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“Scheduled Closing Date” means October 15, 2008, or such earlier or later date to
which Buyer and Seller may hereafter agree in writing.



“Security Deposits” means all security deposits paid to Seller, as landlord, whether
cash or non-cash (such as letters of credit), to the extent attributable to the Property or a
portion thereof (together with any interest which has accrued thereon, but only to the extent such
interest has accrued for the account of the Tenant), less all amounts applied by Seller to Tenant
obligations.



“Seller Estoppel Cure” has the meaning ascribed to such term in Section 5.4(b).



“Seller Parties” has the meaning ascribed to such term in Section 5.3(b).



“Seller’s Affiliates” means any past, present or future: (i) shareholder, partner,
member, manager or owner of Seller; (ii) entity in which Seller or any past, present or future
shareholder, partner, member, manager or owner of Seller has or had an interest; (iii) entity that,
directly or indirectly, controls, is controlled by or is under common control with Seller; and
(iv) the successors and assigns of any or all of the foregoing.



“Seller’s Broker” has the meaning ascribed to such term in Section 16.1.



“Service Contracts” means all of Seller’s right, title and interest, to the extent
assignable, in all service agreements, maintenance contracts, equipment leasing agreements,
warranties, guarantees, bonds, open purchase orders and other contracts for the provision of labor,
services, materials or supplies relating solely to the Real Property, Improvements or Personal
Property and under which Seller is currently paying for services rendered in connection with the
Property, together with all renewals, supplements, amendments and modifications thereof, and any
new such agreements entered into after the Effective Date, to the extent permitted by Section 7.1.



“Significant Portion” means, for purposes of the casualty provisions set forth in
Article XI hereof, damage by fire or other casualty to the Real Property and the Improvements or a
portion thereof, the cost of which to repair would exceed five percent (5%) of the Purchase Price
in the aggregate.



“Tenant Notice Letters” has the meaning ascribed to such term in Section 10.2(e).



“Tenants” means the tenants or users of all or any portion of the Property claiming
rights pursuant to Leases.



“Terminable Service Contracts” has the meaning ascribed to such term in Section 2.3.



“Termination Surviving Obligations” means the rights, liabilities and obligations set
forth in Sections 5.2, 5.3, 5.5, 16.1 and 18.3, and Articles XII and XIII, and any other provisions
which pursuant to their terms survive any termination of this Agreement without limitation.



“Title Commitment” has the meaning ascribed to such term in Section 6.1.




Agreement of Sale and Purchase



 


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“Title Company” means First American Title Insurance Company, having an address at 30
North LaSalle Street, Suite 310, Chicago, Illinois 60602.



“Title Defect” has the meaning ascribed to such term in Section 6.3.



“Title Objection Date” has the meaning ascribed to such term in Section 6.2.



“Title Objections” has the meaning ascribed to such term in Section 6.2.



“Title Policy” has the meaning ascribed to such term in Section 6.4.



“Transaction” has the meaning ascribed to such term in Section 12.2.



“Union Personnel” has the meaning ascribed to such term in Section 18.15.



“Updated Survey Objection Date” has the meaning ascribed to such term in Section 6.2.



“Updated Survey” has the meaning ascribed to such term in Section 6.1.



1.2 References: Exhibits and Schedules. Except as otherwise specifically indicated,
all references in this Agreement to Articles or Sections refer to Articles or Sections of this
Agreement, and all references to Exhibits or Schedules refer to Exhibits or Schedules attached
hereto, all of which Exhibits and Schedules are incorporated into, and made a part of, this
Agreement by reference. The words “herein,” “hereof,” “hereinafter” and words and phrases of
similar import refer to this Agreement as a whole and not to any particular Section or Article.



ARTICLE II




AGREEMENT OF PURCHASE AND SALE




2.1 Agreement. Seller hereby agrees to sell, convey and assign to Buyer, and Buyer
hereby agrees to purchase and accept from Seller and assume all of Seller’s obligations under, on
the Closing Date and subject to the terms and conditions of this Agreement, all of the following
(collectively, the “Property”):




(a) the Real Property;




(b) the Improvements;




(c) the Personal Property;




(d) all of Seller’s right, title and interest as lessor in and to the Leases and the
Security Deposits;




(e) subject to the terms of Section 2.3, to the extent assignable, the Service Contracts;




(f) to the extent assignable, the Licenses and Permits; and




Agreement of Sale and Purchase



 


7









 






(g) all of Seller’s right, title and interest, to the extent assignable or transferable, in
and to all other intangible rights, titles, interests, privileges and appurtenances owned by
Seller and related to or used exclusively in connection with the ownership, use or operation
of the Real Property or the Improvements (collectively, the “Other Intangibles”),
but specifically excluding any proprietary or confidential materials and any property to the
extent that it serves or is used in connection with any property other than the Property.



2.2 Indivisible Economic Package. Subject to the provisions of Section 2.3 hereof,
Buyer has no right to purchase, and Seller has no obligation to sell, less than all of the
Property, it being the express agreement and understanding of Buyer and Seller that, as a material
inducement to Seller and Buyer to enter into this Agreement, Buyer has agreed to purchase, and
Seller has agreed to sell, all of the Property, subject to and in accordance with the terms and
conditions hereof.



2.3 Termination of Service Contracts. As more particularly set forth on Exhibit
D, certain of the Service Contracts have been designated by the Seller as Service Contracts
that may be terminated (collectively, the “Terminable Service Contracts”) and certain of the
Service Contracts have been designated by the Seller as Service Contracts that may not be
terminated (collectively, the “Non-Terminable Service Contracts”). Buyer shall notify Seller in
writing within five (5) Business Days following the Effective Date as to those Terminable Service
Contracts which Buyer has elected to assume. Promptly after the expiration of the Evaluation
Period, Seller shall terminate all Terminable Service Contracts other than the Terminable Service
Contracts which Buyer has elected to assume, effective as of the Closing Date or such later date as
the applicable Terminable Service Contract may provide. All Service Contracts which are not
terminated as of the Closing Date (including the Unicom Thermal Technologies Inc. Service Contract,
the Captivate Network Service Contract, all other Non-Terminable Service Contracts, the Terminable
Service Contracts which Buyer has elected to assume, and the Terminable Service Contracts where
notice of termination has occurred prior to the Closing but such termination is not yet effective)
shall be deemed to be additional assumed Service Contracts. Seller shall be responsible for all
termination fees payable hereunder in connection with the termination of the Terminable Service
Contracts which Buyer has elected not to assume in accordance with this Section 2.3. At Closing,
Buyer shall receive a credit in the amount of $600,000 in connection with the assumption of the
Unicom Thermal Technologies Inc. Service Contract and a credit in the amount of $40,000 in
connection with the assumption of the Captivate Network Service Contract.



Agreement of Sale and Purchase



 


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ARTICLE III




CONSIDERATION




3.1 Purchase Price. The purchase price for the Property (the “Purchase
Price”) shall be ONE HUNDRED TWENTY-FOUR MILLION AND NO/100 DOLLARS ($124,000,000.00) in lawful
currency of the United States of America, payable as provided in Section 3.3. No portion of the
Purchase Price shall be allocated to the Personal Property.



3.2 Assumption of Obligations. As additional consideration for the purchase and sale
of the Property, at Closing Buyer will (a) assume and perform all of the covenants and obligations
of Seller and Seller’s predecessors in title pursuant to the Leases (including covenants and
obligations relating to any Security Deposits) that arise (x) on or after the Closing Date, or
(y) to the extent Seller credits Buyer at Closing with the costs of performing such covenants and
obligations, before the Closing Date, and (b) assume and agree to discharge, perform and comply
with each and every liability, duty, covenant, debt or obligation of Seller and Seller’s
predecessors in title resulting from, arising out of, or in any way related to any Service
Contracts, Licenses and Permits or Other Intangibles that arises (x) on or after the Closing Date,
or (y) to the extent Seller credits Buyer at Closing with the costs of performing such covenants
and obligations, before the Closing Date. Buyer hereby indemnifies and holds Seller harmless from
and against any and all claims, liens, damages, demands, causes of action, liabilities, lawsuits,
judgments, losses, costs and expenses (including attorneys’ fees and expenses) asserted against or
incurred by Seller arising out of the failure of Buyer to perform its obligations pursuant to this
Section 3.2. The provisions of this Section 3.2 shall survive Closing without limitation.



3.3 Method of Payment of Purchase Price. No later than 1:00 p.m. Central Time on the
day that is two (2) Business Days prior to the Closing Date (or such later time and date as Seller
shall direct Buyer at least five (5) Business Days prior to the Closing Date) and in order to
enable Seller to defease its existing loan on the Property, Buyer shall deliver to Escrow Agent for
payment to Seller in accordance with the terms of this Agreement, the Purchase Price (less the
Earnest Money), together with all other costs and amounts to be paid by Buyer at the Closing
pursuant to the terms of this Agreement (“Buyer’s Costs”), by Federal Reserve wire transfer
of immediately available funds to the account of Escrow Agent. In consideration of the early
funding by Buyer, Seller shall give Buyer a credit at Closing in an amount equal to interest at the
rate of 6% per annum on the cash balance of the Purchase Price for the period commencing on the
date the Purchase Price is deposited with the Escrow Agent and continuing until the Closing Date.
Escrow Agent, following authorization and instruction by the parties at Closing, shall (a) pay to
Seller by Federal Reserve wire transfer of immediately available funds to an account or accounts
designated by Seller, the Purchase Price, less any costs or other amounts to be paid by Seller at
Closing pursuant to the terms of this Agreement, (b) pay to the appropriate payees out of the
proceeds of Closing payable to Seller all costs and amounts to be paid by Seller at Closing
pursuant to the terms of this Agreement, and (c) pay Buyer’s Costs to the appropriate payees at
Closing pursuant to the terms of this Agreement.



3.4 Failure to Execute. In the event this Agreement is not executed by Buyer and
received and executed by Seller (a facsimile or email copy of the executed signature pages with
overnight delivery of the original signed Agreement to Seller’s counsel will be deemed received by
Seller) by 5:00 p.m. Central Time on August 11, 2008, this Agreement shall become null and void.



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ARTICLE IV




EARNEST MONEY




4.1 Earnest Money. Within one (1) Business Day following the Effective Date, Buyer
shall deposit with Escrow Agent the sum of Two Million Five Hundred Thousand and No/100 Dollars
($2,500,000.00) (the “Initial Deposit”) in good funds, either by certified bank or
cashier’s check or by federal wire transfer. If Buyer does not exercise the right to terminate
this Agreement in accordance with Section 5.3 or Section 6.3 hereof, Buyer shall, on or before
5:00 p.m. Central Time on the first Business Day immediately following the expiration of the
Evaluation Period, deposit with the Escrow Agent the additional sum of Two Million Five Hundred
Thousand and No/100 Dollars ($2,500,000.00) (the “Additional Deposit”) in good funds,
either by certified bank or cashier’s check or by federal wire transfer as an additional deposit
under this Agreement. The Escrow Agent shall hold the Initial Deposit and the Additional Deposit
in escrow in an interest-bearing account of the type generally used by Escrow Agent pursuant to
standard strict joint order escrow instructions to be executed by Seller and Buyer. The Initial
Deposit and the Additional Deposit, together with all interest earned on such sums, are herein
referred to collectively as the “Earnest Money.” All interest accruing on such sums shall
become a part of the Earnest Money and shall be distributed as Earnest Money in accordance with the
terms of this Agreement. If Buyer does not exercise the right to terminate this Agreement in
accordance with Section 5.3 or Section 6.3 hereof, and if Buyer fails to deliver the Additional
Deposit to the Escrow Agent within the time period specified above, this Agreement shall terminate
automatically at 5:00 p.m. Central Time on the first Business Day following the expiration of the
Evaluation Period, the Escrow Agent shall deliver the Initial Deposit to Seller promptly thereafter
and neither party shall have any further rights, obligations or liabilities hereunder except to the
extent that any right, obligation or liability set forth herein expressly survives termination of
this Agreement. Time is of the essence for the delivery of Earnest Money under this Agreement.



4.2 Designation of Certifying Person. In order to assure compliance with the
requirements of Section 6045 of the Internal Revenue Code of 1986, as amended (the “Code”),
and any related reporting requirements of the Code, the parties hereto agree as follows:




(a) The Escrow Agent agrees to assume all responsibilities for information reporting
required under Section 6045(e) of the Code, and Seller and Buyer hereby designate the Escrow
Agent as the person to be responsible for all information reporting under Section 6045(e) of
the Code (the “Certifying Person”).




(b) Seller and Buyer each hereby agree:




(i) to provide to the Certifying Person all information and certifications regarding
such party, as reasonably requested by the Certifying Person or otherwise required
to be provided by a party to the transaction described herein under Section 6045 of
the Code; and




(ii) to provide to the Certifying Person such party’s taxpayer identification number
and a statement in such form as may be requested by the Certifying Person, signed
under penalties of perjury, stating that the taxpayer identification number supplied
by such party to the Certifying Person is correct.



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ARTICLE V




INSPECTION OF PROPERTY




5.1 Evaluation Period. For a period ending at 5:00 p.m. Central Time on August 29,
2008 (the “Evaluation Period”), Buyer and its authorized agents and representatives (for
purposes of this Article V, the “Licensee Parties”) shall have the right, subject to the
rights of any Tenants, to enter upon the Real Property at all reasonable times during normal
business hours to perform an inspection of the Property. Buyer will provide to Seller notice of
the intention of Buyer or the other Licensee Parties to enter the Real Property at least one full
Business Day prior to such intended entry and specify the intended purpose therefor and the
inspections and examinations contemplated to be made and with whom any Licensee Party will
communicate. Buyer shall not communicate with or contact any of the Tenants, any lender of Seller
or any of the Authorities without the prior written consent of Seller, which consent shall not be
unreasonably withheld or delayed. At Seller’s option, Seller may be present for any such entry,
inspection examination or communication. Notwithstanding anything to the contrary contained
herein, no physical testing or sampling shall be conducted during any such entry by Buyer or any
Licensee Party upon the Real Property without Seller’s specific prior written consent.



5.2 Document Review.




(a) Within two (2) Business Days of the Effective Date, Seller shall deliver to Buyer copies
of the following (collectively, the “Documents”): (i) the most recent rent roll
statement with respect to the Property prepared by Seller, in the form and containing such
information as customarily maintained by Seller from time to time, together with copies of
all Leases referenced on such rent roll and copies of any subleases or amendments relating
thereto and Tenant correspondence in Seller’s possession; (ii) the Existing Surveys;
(iii) all Service Contracts; (iv) Seller’s existing policies of title insurance; and (v) any
of the following items pertaining to the Property to the extent they exist and are in
Seller’s possession: copies of utility and real estate tax bills for the current year and
the immediately preceding calendar year; monthly cashflow reports for the current year to
date; copies of all engineering studies and environmental audits, reports and studies,
including any asbestos surveys, in connection with the Property; copies of all plans and
blueprints; the Licenses and Permits; and any lists of Personal Property. Notwithstanding
anything to the contrary contained herein, (i) Buyer shall not have the right to review or
inspect materials not directly related to the leasing, maintenance and/or management of the
Property, including, without limitation, all of Seller’s internal memoranda, financial
projections, budgets, appraisals, proposals for work not actually undertaken, accounting and
tax records and similar proprietary, elective or confidential information (the
“Proprietary Information”), and (ii) the Tenant correspondence files and copies of
plans and blueprints shall not be delivered to Buyer but shall be made available to Buyer
for inspection at the Property or at the office of the property manager for the Property,.



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(b) Buyer acknowledges the Documents are proprietary and confidential in nature and have
been provided to Buyer solely to assist Buyer in determining the desirability of
purchasing the Property. Subject only to the provisions of Article XII, Buyer agrees not to
disclose the contents of the Documents or any of the provisions, terms or conditions
contained therein to any party outside of Buyer’s organization other than its attorneys,
partners, accountants, engineers, consultants, lenders or investors (collectively, the
“Permitted Outside Parties”). Buyer further agrees that within its organization, or
as to the Permitted Outside Parties, the Documents will be disclosed and exhibited only to
those persons within Buyer’s organization or to those Permitted Outside Parties who are
responsible for determining the desirability of Buyer’s acquisition of the Property, and
Buyer shall be responsible for ensuring that such persons and Permitted Outside Parties
maintain the confidentiality of such Documents as required by this Agreement and the
Confidentiality Agreement. Buyer further acknowledges that the Documents and other
information relating to the leasing arrangements between Seller and Tenants are proprietary
and confidential in nature. Buyer agrees not to divulge the contents of such Documents and
other information except in strict accordance with the confidentiality standards set forth
in this Section 5.2 and Article XII. In permitting Buyer and the Permitted Outside Parties
to review the Documents and other information to assist Buyer, Seller has not waived any
privilege or claim of confidentiality with respect thereto, and no third party benefits or
relationships of any kind, either express or implied, have been offered, intended or created
by Seller, and any such claims are expressly rejected by Seller and waived by Buyer, and
Buyer shall be responsible for ensuring that the Permitted Outside Parties also agree to
such waiver.




(c) Buyer acknowledges that some of the Documents may have been prepared by third parties,
including the property manager, and may have been prepared prior to Seller’s ownership of
the Property. Buyer hereby acknowledges that Seller has not made and does not make any
representation or warranty regarding the truth, accuracy or completeness of the Documents or
the sources thereof except as otherwise specifically set forth in this Agreement. Seller
has not undertaken any independent investigation as to the truth, accuracy or completeness
of the Documents and is providing the Documents solely as an accommodation to Buyer. Seller
shall cooperate with Buyer to satisfy Buyer’s reasonable requests for additional due
diligence information.



5.3 Entry and Inspection Obligations; Termination of Agreement.




(a) Buyer agrees that in entering upon and inspecting the Property, Buyer and the other
Licensee Parties will not disturb the Tenants or interfere with the use of the Property in a
manner that violates the terms of the Leases; interfere with the operation and maintenance
of the Real Property or Improvements; damage any part of the Property or any personal
property owned or held by Tenants or any other person or entity; injure or otherwise cause
bodily harm to Seller or any Tenant, or to any of their respective agents, guests, invitees,
contractors and employees, or to any other person or entity; permit any liens to attach to
the Real Property by reason of the exercise of Buyer’s rights under this Article V; or
reveal or disclose any information obtained concerning the Property and the Documents to
anyone outside Buyer’s organization, except in



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accordance with the confidentiality standards
set forth in Section 5.2(b) and
Article XII. Buyer will, and shall cause its contractors to, maintain comprehensive general liability (occurrence) insurance on
terms and in amounts reasonably satisfactory to Seller and Workers’ Compensation insurance
in statutory limits, and, if Buyer or any Licensee Party performs any physical inspection or
sampling at the Real Property, in accordance with Section 5.1, Buyer shall maintain (if
applicable), and shall cause the relevant Licensee Parties to maintain, errors and omissions
insurance and contractor’s pollution liability insurance on terms and in amounts acceptable
to Seller. In each case (other than with respect to Worker’s Compensation insurance), such
policies shall insure Seller, Buyer, and such other parties as Seller shall reasonably
request, and Buyer shall deliver to Seller evidence of insurance verifying such coverage
prior to entry upon the Real Property or Improvements. Buyer shall also (i) promptly pay
when due the costs of all entry and inspections and examinations done with regard to the
Property; (ii) cause any inspection to be conducted in accordance with standards customarily
employed in the industry and in compliance with all Governmental Regulations; (iii) at
Seller’s request, furnish to Seller copies of any studies, reports or test results received
by Buyer regarding the Property, promptly after such receipt, in connection with such
inspection; and (iv) restore the Real Property and Improvements to the condition in which
the same were found before any such entry upon the Real Property and inspection or
examination was undertaken. Notwithstanding anything herein to the contrary, Buyer shall
continue to have access to the Real Property, the Tenants and the Authorities at all times
prior to the Closing, subject to this Article 5; provided, however, that in no event shall
Buyer have any right to terminate or otherwise modify its obligations hereunder as a result
of any such further access to the Property after the expiration of the Evaluation Period.




(b) Buyer hereby indemnifies, defends and holds Seller, Seller’s Affiliates, and the agents,
directors, partners, members, officers, employees, successors and assigns of each of them
(collectively, the “Seller Parties”) harmless from and against any and all liens,
claims, causes of action, damages, liabilities, demands, suits, and obligations to third
parties, together with all losses, penalties, costs and expenses relating to any of the
foregoing (including but not limited to court costs and reasonable attorneys’ fees), arising
out of any inspections, investigations, examinations, samplings or tests conducted by Buyer
or any of the Licensee Parties, whether prior to or after the date hereof, with respect to
the Property or any violation of the provisions of this Article V, except to the extent that
such losses are attributable to the negligence of Seller or the Seller Parties.
Notwithstanding anything contained herein to the contrary, Buyer shall have no liability to
Seller for any claim, demand, damage, loss or action, including without limitation, any
claim for diminution in value of the Property or for environmental remediation or clean up
costs in connection with the fact that any adverse physical condition, title defect or other
defect with respect to the Property has been disclosed by Buyer’s inspections of the
Property, except to the extent such adverse physical condition, title defect or other defect
was actually caused by Buyer or any Licensee Parties or exacerbated in any material respect
by the negligence or willful misconduct of Buyer or any Licensee
Parties.



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(c) If, on or before the expiration of the Evaluation Period, Buyer determines, after its
inspection of the Documents, Real Property and Improvements, that Buyer does not want
to proceed with the transaction as set forth in this Agreement for any reason or no reason,
Buyer shall have the right to terminate this Agreement by providing written notice to Seller
which is received by Seller prior to the expiration of the Evaluation Period. If before the
end of the Evaluation Period, Buyer fails to give Seller such written notice, then Buyer
shall be deemed to have elected to waive its rights to terminate this Agreement pursuant to
this Section 5.3(c). In the event Buyer timely terminates this Agreement in accordance with
this Section 5.3(c), Buyer shall have the right to receive a refund of the Earnest Money,
together with all interest which has accrued thereon, and except with respect to the
Termination Surviving Obligations, this Agreement shall be null and void and the parties
shall have no further obligation to each other. In the event this Agreement is terminated,
Buyer shall return to Seller all copies Buyer has made of the Documents and all copies of
any studies, reports or test results regarding any part of the Property obtained by Buyer,
before or after the execution of this Agreement, in connection with Buyer’s inspection of
the Property (collectively, the “Buyer Information”) promptly following the time
this Agreement is terminated for any reason.



5.4 Estoppel Certificates.




(a) As a condition to Buyer’s obligation to close the transaction contemplated by this
Agreement, Seller shall deliver to Buyer no later than four (4) Business Days before the
Closing Date, Acceptable Estoppels (as hereinafter defined) from those Tenants whose Leases
will continue after Closing and which represent at least eighty percent (80%) of the
occupied square footage of the Improvements (the “Required Percentage”), provided,
however, that all Major Tenants shall be included as part of the Required Percentage. Such
estoppel certificates shall be substantially in the form of Exhibit C-1 attached
hereto with any reasonable revisions to such form as Buyer’s prospective lender may request
not less than five (5) days prior to the expiration of the Evaluation Period (the
“Approved Form”); provided, however, that if any Tenant is required or permitted
under the terms of its Lease to provide a different form of estoppel, provide less
information or to otherwise make different statements in a certification of such nature than
are set forth on the Approved Form, then Buyer shall accept any such alternate form. An
executed estoppel certificate in the form described above which is dated no earlier than the
expiration of the Evaluation Period and to which Buyer does not reasonably object, after
taking into consideration any Seller Estoppel Cure (as hereinafter defined), is hereinafter
referred to as an “Acceptable Estoppel”. Buyer agrees that it shall not be
reasonable to object to any estoppel which is substantially in the Approved Form and which
is consistent with the Leases and the Rent Roll. Further, in no event shall the insertion
by a Tenant of “knowledge” qualifiers be grounds for Buyer to reject said estoppel as not
being an Acceptable Estoppel in compliance with this Section 5.4.




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(b) Seller shall deliver to Buyer the proposed estoppel certificates for each Tenant not
less than ten (10) days prior to the expiration of the Evaluation Period, and Buyer shall
review and approve the same on or before the expiration of the Evaluation Period. Failure
to notify Seller of any objections to a proposed estoppel certificate prior to the
expiration of the Evaluation Period shall result in the form of such proposed estoppel
certificate being deemed to be approved by Buyer. Upon such approval (or deemed approval),
Seller shall deliver the estoppel certificates to the Tenants. A copy of each executed
estoppel certificate shall be delivered by Seller to Buyer promptly after Seller receives
such estoppel certificate from a Tenant. All executed estoppel certificates delivered to
Buyer shall be deemed to be Acceptable Estoppels unless Buyer has notified Seller in
writing, within three (3) Business Days after receipt of same, of Buyer’s reasonable
objections to any such executed estoppel certificate (a “Rejection Notice”).
Failure to so timely notify Seller shall result in an estoppel certificate being deemed to
constitute an Acceptable Estoppel. If Buyer timely delivers a Rejection Notice, Seller may,
at its option but without any obligation, elect to cure such estoppel deficiencies prior to
Closing (including, but not limited to, giving Buyer a credit against the Purchase Price or
providing Buyer an indemnity reasonably acceptable to Seller and Buyer relating to any such
deficiency) (a “Seller Estoppel Cure”) by providing written notice of such election
within two (2) Business Days after Seller’s receipt of a Rejection Notice. If Seller fails
to provide such notice, it shall be deemed that Seller has elected not to cure the estoppel
deficiencies and such estoppel certificate shall not be included in the calculation of the
Required Percentage unless such deficiency is later remedied. Seller shall use reasonable
efforts to obtain and deliver to Buyer estoppel certificates from the Tenants of the
Property whose Leases will continue after the Closing.




(c) If Seller has not delivered the Required Percentage of Acceptable Estoppels as provided
for herein, Seller shall have the right, but not the obligation, exercisable in its sole
discretion, to provide Buyer with a certificate in the form of Exhibit C-2 attached
hereto, on or prior to the Closing Date, for Tenants occupying, in the aggregate, no more
than five percent (5%) of the occupied square footage of the Improvements, and such Seller’s
certificates shall apply against the Required Percentage. In such event, Seller shall have
the right, on a post-Closing basis, to continue to obtain estoppel certificates from Tenants
to reach the Required Percentage. Seller’s liability under such Seller’s certificate(s)
(i) shall expire and be of no further force and effect as of the earlier of (A) twelve (12)
months following the Closing Date, and (B) with respect to each statement covered by such
Sellers’ certificate, the date that Buyer receives an estoppel certificate from such Tenant
with a representation which is not inconsistent with the Sellers’ certificate, and (ii)
shall be limited by Section 8.4.




(d) In no event shall Seller incur any liability in connection with failing to obtain the
Required Percentage of estoppel certificates. In such event, Buyer’s sole remedy is that
Buyer may, by giving Seller and Escrow Agent written notice on or before the Closing Date,
terminate this Agreement, in which event the Earnest Money shall be returned to Buyer and
neither Buyer nor Seller shall have any further liability or obligation hereunder except for
the Termination Surviving Obligations.



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5.5 SALE “AS IS”. Except as otherwise expressly set forth in this Agreement, neither
Seller nor any of Seller’s Affiliates nor any other person is making, and Seller specifically
disclaims, any representation, warranty or assurance whatsoever to Buyer, either express or
implied, with respect to the status of title to or the maintenance, repair, condition,
design or marketability of the Property, or any portion thereof, including but not limited to
(a) any implied or express warranty of merchantability, (b) any implied or express warranty of
fitness for a particular purpose, (c) any implied or express warranty of conformity to models or
samples of materials, (d) any rights of Buyer under appropriate statutes to claim diminution of
consideration, (e) any claim by Buyer for damages because of defects, whether known or unknown,
with respect to the Improvements or the Personal Property, (f) the financial condition or prospects
of the Property and (g) the compliance or lack thereof of the Real Property or the Improvements
with governmental regulations, including without limitation Environmental Laws, now existing or
hereafter enacted or promulgated, it being the express intention of Seller and Buyer that, except
as expressly set forth in this Agreement, the Property will be conveyed and transferred to Buyer in
its present condition and state of repair, “AS IS, WHERE IS, WITH ALL FAULTS.”




(a) Buyer represents that it is a knowledgeable, experienced and sophisticated buyer of real
estate, and that it is relying solely on its own expertise and that of Buyer’s consultants
in purchasing the Property. Buyer has been given a sufficient opportunity to conduct and
has conducted or will conduct such inspections, investigations and other independent
examinations of the Property and related matters as Buyer deems necessary, including but not
limited to the physical and environmental conditions thereof, and will rely upon same and
not upon any statements of Seller (excluding the matters represented by Seller in
Sections 8.1 and 8.2 hereof) nor of any officer, director, employee, agent or attorney of
Seller. Upon Closing, Buyer will assume the risk that adverse matters, including, but not
limited to, adverse physical and environmental conditions, may not have been revealed by
Buyer’s inspections and investigations. Seller is not liable or bound in any manner by any
oral or written statements, representations or information pertaining to the Property
furnished by any real estate broker, agent, employee or other person, unless the same are
specifically set forth or referred to herein. Buyer acknowledges that the Purchase Price
reflects the “AS IS, WHERE IS” nature of this sale and any faults, liabilities, defects or
other adverse matters that may be associated with the Property. Buyer, with Buyer’s
counsel, has fully reviewed the disclaimers and waivers set forth in this Agreement and
understands the significance of each and agrees that the disclaimers and other agreements
set forth herein are an integral part of this Agreement, and that Seller would not have
agreed to sell the Property to Buyer for the Purchase Price without the disclaimers and
other agreements set forth in this Agreement.




(b) Buyer and Buyer’s Affiliates further covenant and agree not to sue Seller and the Seller
Parties and release Seller and the Seller Parties of and from and waive any claim or cause
of action, including without limitation any strict liability claim or cause of action, that
Buyer or Buyer’s Affiliates may have against Seller or the Seller Parties under any
Environmental Law, now existing or hereafter enacted or promulgated, relating to
environmental matters or environmental conditions in, on, under, about or migrating from or
onto the Property, including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act, or by virtue of any common law right, now existing or
hereafter created, related to environmental conditions or environmental matters in, on,
under, about or migrating from or onto the Property, except to the extent
that such claim or cause of action is the result of the material inaccuracy (if any) of
Seller’s representations under Section 8.2 hereof (as limited by Section 8.4 hereof). The
terms and conditions of this Section 5.5 will expressly survive the termination of this
Agreement or the Closing, as the case may be and will not merge with the provisions of any
Closing documents.



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5.6 SNDA’s. Upon the written request of Buyer, Seller agrees to forward, at no cost
to Seller and solely as an accommodation to Buyer, Buyer’s lender’s form of Subordination,
Non-Disturbance and Attornment Agreement to each tenant. However, it is expressly understood and
agreed that the receipt of one or more Subordination, Non-Disturbance and Attornment Agreements in
any form executed by tenants shall not be a condition to Buyer’s obligation to proceed with the
Closing under this Agreement.



ARTICLE VI




TITLE AND SURVEY MATTERS




6.1 Surveys and Title Commitments.




(a) Within two (2) Business Days after the Effective Date, Seller shall deliver to Buyer a
copy of the existing survey of the Real Property (the “Existing Survey”). If Buyer
desires to update the Existing Survey, Buyer shall cause the Existing Survey to be updated
(the “Updated Survey”) and deliver copies thereof to Seller at Buyer’s sole cost.




(b) Seller shall cause the Title Company to furnish to Buyer, no later than three (3)
Business Days after the Effective Date, a preliminary title commitment to issue an ALTA
owner’s policy of title insurance with respect to the Property along with a legible copy of
each instrument listed as an exception therein (collectively, the “Title
Commitment”).



6.2 Survey and Title Review. Within ten (10) days of the receipt by Buyer of the
later of the Title Commitment or the Existing Survey (but in no event later than five (5) Business
Days prior to the expiration of the Evaluation Period) (the “Title Objection Date”), Buyer
shall notify Seller in writing of any matters appearing on the Title Commitment or the Existing
Survey that are objectionable to Buyer (the “Title Objections”). If Buyer does not so
notify Seller of its Title Objections on or before 5:00 p.m. Central Time on the Title Objection
Date, Buyer shall be deemed to have accepted all matters referenced in the Title Commitment and all
matters shown on the Existing Survey. Any matters contained in the Title Commitment and all
matters shown on the Existing Survey to which Buyer does not object shall be deemed to be
additional Permitted Exceptions. Buyer shall have three (3) Business Days from receipt of the
Updated Survey (but in any event not later than five (5) Business Days prior to the expiration of
the Evaluation Period) (the “Updated Survey Objection Date”) to notify Seller in writing of
any new matters not appearing in the Existing Survey that are objectionable to Buyer (“New
Survey Objections”). If Buyer does not notify Seller of any New Survey Objections on or before
5:00 p.m. Central Time on the Updated Survey Objection Date, Buyer shall be deemed to have accepted
all matters shown on the Updated Survey. Any matters shown on the Updated Survey to which Buyer
does not object shall be deemed to be additional Permitted Exceptions.



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6.3 Title Defect. In the event Seller receives any Title Objections or New Survey
Objections (collectively and individually, a “Title Defect”), Seller may elect (but shall
not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title
Defect and shall give Buyer notice within three (3) Business Days of receipt of such Title
Objections (but in any event not later than three (3) Business Days prior to the expiration of the
Evaluation Period), of Seller’s intention to cure any Title Defects. In the event that Seller
elects not to attempt to cure any Title Defect, Buyer may elect, as its sole and exclusive remedy
therefore, to either (a) terminate this Agreement by giving written notice to Seller and Escrow
Agent on or before the end of the Evaluation Period, in which event the Earnest Money shall be paid
to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except
for the Termination Surviving Obligations, or (b) waive such Title Defects, in which event such
Title Defects shall be deemed additional “Permitted Exceptions” and the Closing shall occur as
herein provided without any reduction of or credit against the Purchase Price. Notwithstanding the
foregoing, Seller will be obligated to cure exceptions to title to the Property relating to liens
and security interests securing any financings to Seller, and any mechanic’s liens resulting from
work at the Property commissioned by Seller.



6.4 Title Policy. At Closing, the Title Company shall issue to Buyer or be
irrevocably committed to issue to Buyer an extended coverage ALTA owner’s form title policy or
policies (collectively, the “Title Policy”), in the amount of the Purchase Price, insuring
that fee simple (or leasehold, as applicable) title to the Real Property is vested in Buyer subject
only to the Permitted Exceptions. Buyer shall be entitled to request that the Title Company
provide such endorsements to the Title Policy as Buyer may reasonably require, provided that
(a) such endorsements shall be at no cost to, and shall impose no additional liability on, Seller,
(b) Buyer’s obligations under this Agreement shall not be conditioned upon Buyer’s ability to
obtain such endorsements and, if Buyer is unable to obtain such endorsements, Buyer shall
nevertheless be obligated to proceed to close the transaction contemplated by this Agreement
without reduction of or set off against the Purchase Price, and (c) the Closing shall not be
delayed as a result of Buyer’s request. Seller shall have no obligation to provide any affidavits,
personal undertakings or title indemnities to the Title Insurer respecting the issuance of the
Title Policy or any endorsements to the Title Policy; provided, that Seller will provide the Title
Insurer with a customary ALTA statement, personal undertaking or owner’s affidavit (collectively,
an “Owner’s Affidavit”), in form and substance reasonably acceptable to Seller, which will
permit the Title Insurer to remove the standard “mechanics lien” and “GAP” exceptions.



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ARTICLE VII




INTERIM OPERATING COVENANTS




7.1 Interim Operating Covenants. Seller covenants to Buyer that Seller will:




(a) Operations. From the Effective Date until Closing or earlier termination of this
Agreement, continue to operate, manage and maintain the Property in the ordinary course of
Seller’s business and substantially in accordance with Seller’s present practice,
including, but not limited to, complying with the material terms of the Leases, subject to
ordinary wear and tear and further subject to Article XI of this Agreement.




(b) Leases. From the Effective Date through the expiration of the Evaluation
Period, Seller will keep Buyer apprised of leasing activities involving the Property. From
the Effective Date through the expiration of the Evaluation Period, Seller shall notify
Buyer in writing (and provide copies of such New Lease Agreements) prior to entering into
any new Leases and amendments to existing Leases (including, but not limited to, any
renewals or expansions of existing Leases pursuant to existing options exercised after the
Effective Date (a “Lease Option Exercise”)) (any of the foregoing, a “New Lease
Agreement”) relating to the Property. Buyer shall have three (3) Business Days after
receipt of any such notice within which to notify Seller in writing of Buyer’s approval or
disapproval of any New Lease Agreement; provided, however, that Buyer shall have no right to
disapprove of any Lease Option Exercise. If Buyer timely notifies Seller that Buyer
disapproves of any New Lease Agreement and if Seller notifies Buyer in writing that Seller
elects to proceed with such New Lease Agreement notwithstanding Buyer’s disapproval, then
this Agreement shall be automatically terminated and the Earnest Money shall be paid to
Buyer and, thereafter, the parties shall have no further rights or obligations hereunder
except for the Termination Surviving Obligations. If Buyer timely notifies Seller that
Buyer disapproves of any New Lease Agreement and Seller does not notify Buyer in writing
that Seller elects to proceed with such New Lease Agreement notwithstanding such
disapproval, then Seller shall not enter into such New Lease Agreement and the Closing shall
occur as herein provided. If Buyer fails to notify Seller of its disapproval of any New
Lease Agreement within three (3) Business Days after Buyer receives a copy thereof, Buyer
shall be deemed to have approved such New Lease Agreement. Following expiration of the
Evaluation Period, Seller shall not enter into any New Lease Agreement without first
obtaining Buyer’s written approval, which may be given or withheld in Buyer’s sole
discretion.




(c) Compliance with Governmental Regulations. From the Effective Date until Closing
or earlier termination of this Agreement, not knowingly take any action that would result in
a failure to comply in all material respects with all Governmental Regulations applicable to
the Property, it being understood and agreed that prior to Closing, Seller will have the
right to contest any such Governmental Regulations.




(d) Service Contracts. From the Effective Date through the expiration of the
Evaluation Period, notify Buyer of any new Service Contracts or amendments to existing
Service Contracts and provide copies thereof to Buyer. Following the expiration of the
Evaluation Period until Closing or earlier termination of this Agreement, Seller shall not
enter into any new Service Contracts or amend any existing Service Contracts without Buyer’s
prior written consent, which shall not be unreasonably withheld, delayed or conditioned and
shall be deemed to have been given if Buyer fails to notify Seller of any objections thereto
within three (3) Business Days after Buyer receives a copy of such new Service Contract or
amendment; provided, however, that if such new Service Contracts or
Service Contracts that are being amended will be fully performed by Seller on or before the
Closing Date, Buyer’s consent shall not be required.



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(e) Notices. To the extent received by Seller, from the Effective Date until Closing
or earlier termination of this Agreement, promptly deliver to Buyer copies of written
default notices, notices of lawsuits and notices of violations affecting the Property.



7.2 Management Agreements. Seller shall terminate any leasing and/or management
agreements with the property managers with respect to the Property effective as of the Closing Date
and pay any and all costs and expenses of termination thereof.



ARTICLE VIII




REPRESENTATIONS AND WARRANTIES




8.1 General Seller’s Representations and Warranties. Subject to the information
disclosed in the Documents and to the limitations set forth in Section 8.4 of this Agreement,
Seller hereby represents and warrants to the Buyer, as of the date hereof and, except as otherwise
limited in this Agreement (including, but not limited to, Section 8.4 below), as of the Closing
Date, as follows:




(a) Organization. Seller is a limited liability company, duly organized and validly
existing under the laws of the State of Delaware.




(b) Authority. The execution and delivery of this Agreement and the performance of
Seller’s obligations hereunder have been or will be duly authorized by all necessary action
on the part of Seller, and this Agreement constitutes the legal, valid and binding
obligation of Seller.




(c) Non-Contravention. The execution and delivery of this Agreement by Seller and
the consummation by Seller of the transactions contemplated hereby do not violate any
judgment, order, injunction, decree, regulation or ruling of any court or Authority or
conflict with, result in a breach of, or constitute a default under the organizational
documents of Seller, and any note or other evidence of indebtedness, any mortgage, deed of
trust or indenture, or any lease or other material agreement or instrument to which Seller
is a party or by which it is bound.




(d) Non-Foreign Entity. Seller is not a “foreign person” or “foreign corporation”
as those terms are defined in the Code.




(e) Consents. No consent, waiver, approval or authorization is required from any
person or entity (that has not already been obtained or made) in connection with the
execution and delivery of this Agreement by Seller or the performance by Seller of the
transactions contemplated hereby which, if not obtained or made, would reasonably be
expected to prevent or delay in any material respect the consummation of this Agreement or
any of the transactions contemplated by this Agreement or in the documents
contemplated to be executed hereunder, or otherwise prevent Seller from performing its
obligations hereunder in any material respect.



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8.2 Representations and Warranties of the Seller as to the Property. Subject to the
information disclosed in the Documents and matters of public record relating to or in connection
with the Properties and subject to the limitations set forth in Section 8.4 of this Agreement,
Seller hereby represents and warrants to the Buyer, as of the date hereof and as of the Closing
Date, as follows:




(a) Service Contracts. The Service Contracts listed on Exhibit D are the
only Service Contracts related to the Property. A true, correct and complete copy of each
of the Service Contracts has been delivered or made available to Buyer. Seller has received
no written claim of default under a Service Contract, and to Seller’s Knowledge, none of the
other parties to any Service Contracts is in default thereunder.




(b) Leases. The Leases set forth on the rent roll attached hereto as
Exhibit E (the “Rent Roll”) constitute all Leases affecting the Property
owned by Seller. A true, correct and complete copy of each of Lease has been delivered or
made available to Buyer. Except as set forth on the Rent Roll, Seller has received no
written claim of default by Seller under a Lease, and to Seller’s Knowledge, none of the
other parties to any Lease is in default thereunder beyond the expiration of applicable
notice and cure periods thereunder.




(c) Brokerage Commissions. To Seller’s Knowledge, there are no unpaid brokerage
commissions or finders’ fees payable by the landlord with respect to the current or any
renewal term of any of the Leases other than those set forth on Exhibit E attached
hereto and Seller has no agreement with any broker with respect to any renewal or extension
term or expansion of any Lease except as set forth on Exhibit E.




(d) Condemnation. Seller has not received any written condemnation notice from any
Authority with respect to all or part of the Property.




(e) Litigation. Except as set forth on the Rent Roll, there are no legal actions,
suits or similar proceedings pending and served, or, to Seller’s knowledge, threatened
against Seller or the Property.




(f) Environmental Matters. Except as may be disclosed in the Documents, Seller has
received no written notice of the presence of any Hazardous Substances in, on, under or
about the Property (other than those customarily used in retail and office building
operations) or any existing violations of applicable Environmental Laws with respect to the
ownership, use, condition, or operation of the Property by Seller.




(g) Employees. Seller has no employees with respect to the Property.



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(h) Personal Property. Seller owns the Personal Property free and clear of liens,
security interests and other encumbrances (other than liens, security interests and
encumbrances which will be released at Closing).




(i) Existing Lease Expenses. To Seller’s knowledge, after due investigation, the
Existing Lease Expenses as of the date of this Agreement are as listed on Exhibit K
attached hereto and made a part hereof.



8.3 Buyer’s Representations and Warranties. Buyer represents and warrants to Seller,
as of the date hereof and as of the Closing Date, the following:




(a) Organization. Buyer is a corporation, duly organized and validly existing under
the laws of the State of California.




(b) Authority. The execution and delivery of this Agreement and the performance of
Buyer’s obligations hereunder have been or will be duly authorized by all necessary action
on the part of Buyer, and this Agreement constitutes the legal, valid and binding obligation
of Buyer.




(c) Non-Contravention. The execution and delivery of this Agreement by Buyer and
the consummation by Buyer of the transactions contemplated hereby will not violate any
judgment, order, injunction, decree, regulation or ruling of any court or Authority or
conflict with, result in a breach of or constitute a default under the organizational
documents of Buyer, any note or other evidence of indebtedness, any mortgage, deed of trust
or indenture, or any lease or other material agreement or instrument to which Buyer is a
party or by which it is bound.




(d) Consents. No consent, waiver, approval or authorization is required from any
person or entity (that has not already been obtained) in connection with the execution and
delivery of this Agreement by Buyer or the performance by Buyer of the transactions
contemplated hereby.




(e) Bankruptcy. Buyer has not (i) made a general assignment for the benefit of
creditors, (ii) filed any voluntary in bankruptcy or suffered the filing of any involuntary
petition by the Buyer’s creditors (iii) suffered the appointment of a receiver to take
possession of all, or substantially all, of the Buyer’s assets, which remains pending or
(iv) suffered the attachment or other judicial seizure of all, substantially all of the
Buyer’s assets, which remains pending.




(f) Anti-Terrorism Law.




(i) None of Buyer or, to Buyer’s knowledge, Buyer’s Affiliates, is in violation of
Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with
Persons Who Commit, Threaten to Commit, or Support Terrorism) (the “Executive
Order”) and the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism
Action of 2001, Public Law 107-56 (collectively, the “Anti-Money Laundering and
Anti-Terrorism Laws”).




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(ii) None of Buyer or, to Buyer’s knowledge, Buyer’s Affiliates, is acting, directly
or indirectly, on behalf of terrorists, terrorist organizations or narcotics
traffickers, including those persons or entities that appear on the Annex to the
Executive Order, or are included on any relevant lists maintained by the Office of
Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State, or
other U.S. government agencies, all as may be amended from time to time.




(iii) None of Buyer or, to Buyer’s knowledge, Buyer’s Affiliates or, without
inquiry, any of its brokers or other agents, in any capacity in connection with the
purchase of the Property (A) conducts any business or engages in making or receiving
any contribution of funds, goods or services to or for the benefit of any person
included in the lists set forth in the preceding paragraph, (B) deals in, or
otherwise engages in any transaction relating to, any property or interests in
property blocked pursuant to the Executive Order, or (C) engages in or conspires to
engage in any transaction that evades or avoids, or has the purpose of evading or
avoiding, or attempts to violate, any of the prohibitions set forth in any
Anti-Money Laundering and Anti-Terrorism Laws.




(iv) Buyer understands and acknowledges that Seller may become subject to further
anti-money laundering regulations, and agrees to execute instruments, provide
information, or perform any other acts as may reasonably be requested by Seller, for
the purpose of: (A) carrying out due diligence as may be required by applicable law
to establish Buyer’s identity and source of funds; (B) maintaining records of such
identities and sources of funds, or verifications or certifications as to the same;
and (C) taking any other actions as may be required to comply with and remain in
compliance with anti-money laundering regulations applicable to Buyer.




(v) Neither Buyer, nor any person controlling or controlled by Buyer, is a country,
territory, individual or entity named on a Government List, and the monies used in
connection with this Agreement and amounts committed with respect thereto, were not
and are not derived from any activities that contravene any applicable anti-money
laundering or anti-bribery laws and regulations (including funds being derived from
any person, entity, country or territory on a Government List or engaged in any
unlawful activity defined under Title 18 of the United States Code, Section
1956(c)(7)).




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8.4 Limitations on Liability and Representations and Warranties.




(a) The representations and warranties of Seller set forth in Sections 8.1 and 8.2, together
with Seller’s liability for any breach before Closing of any of Seller’s interim operating
covenants under Article VII, will survive the Closing for a period of nine (9)
months. The Closing Surviving Obligations will survive Closing for twelve (12) months
unless a different period is otherwise provided in this Agreement. All other
representations, warranties, covenants and agreements made or undertaken by Seller under
this Agreement, unless otherwise specifically provided herein, will not survive the Closing
Date but will be merged into the Deed and other Closing documents delivered at the Closing.




(b) Buyer will not have any right to bring any action against Seller as a result of any
untruth or inaccuracy of such representations and warranties, or any such breach, unless and
until the aggregate amount of all liability and losses arising out of any such untruth or
inaccuracy, or any such breach, exceeds $250,000.00 In addition, in no event will Seller’s
liability for all such breaches exceed, in the aggregate, $2,000,000.00.




(c) Notwithstanding anything to the contrary contained in this Agreement, (i) if at the time
of its execution of this Agreement, Buyer has knowledge that there exists any specific
breach of or inaccuracy of any representation or warranty made by Seller in this Agreement,
then Seller shall have no liability hereunder by reason of that specific breach or
inaccuracy, and that representation or warranty will be considered modified for the purposes
of this Agreement to reflect the facts or circumstances that constitute or give rise to that
specific breach or inaccuracy, and (ii) Seller shall have no liability with respect to any
of its representations, warranties and covenants herein if, prior to the Closing, Buyer has
actual knowledge of any breach of a representation, warranty or covenant of Seller herein,
or Buyer obtains knowledge (from whatever source, including, without limitation, any tenant
estoppel certificates or any of the Documents, as a result of Buyer’s due diligence, the
inclusion of any information in or written disclosure by Seller or Seller’s agents and
employees) that contradicts any of Seller’s representations and warranties herein, and Buyer
nevertheless consummates the transaction contemplated by this Agreement.




(d) For purposes of this Agreement and any document delivered at Closing, whenever the
phrase “to Seller’s knowledge,” or the “knowledge” of Seller or words of similar import are
used, they shall be deemed to refer to facts within the actual knowledge only of Jeffrey A.
Patterson, President and Chief Executive Officer of Prime Group Realty Trust, Paul Del
Vecchio, Executive Vice President, Capital Markets of Prime Group Realty Trust, and Penny
Higgs, the property manager with day to day responsibility for management of the Property,
and no others, at the times indicated only, without duty of inquiry whatsoever (except as
otherwise noted). Buyer acknowledges that the individuals named above are named solely for
the purpose of defining and narrowing the scope of Seller’s knowledge and not for the
purpose of imposing any liability on or creating any duties running from such individuals to
Buyer. Buyer covenants that it will bring no action of any kind against such individuals,
any shareholder, partner or member of Seller, as applicable, or related to or arising out
of these representations and warranties.



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(e) All representations and warranties of Seller contained herein shall be remade at the
time of the Closing pursuant to Seller’s certificate as identified in Section 10.2(j),
except to the extent Seller discloses in such certificate that any such representations and
warranties are not true. In no event shall Seller be liable to Buyer for, or be deemed to
be in default hereunder by reason of, any breach of representation or warranty which results
from any change that (i) occurs between the Effective Date and the date of Closing and
(ii) is expressly permitted under the terms of this Agreement or is beyond the reasonable
control of Seller to prevent; provided, however, that the occurrence of a change which is
not permitted hereunder and is beyond the reasonable control of Seller to prevent shall, if
materially adverse to Buyer, constitute the non-fulfillment of the condition set forth in
Section 9.1(b). If, despite changes or other matters described in the certificate delivered
pursuant to Section 10.2(j), the Closing occurs, Seller’s representations and warranties set
forth in this Agreement shall be deemed to have been modified by all statements made in such
certificate.




(f) If the representations or warranties relating to the Leases set forth in Section 8.2(b)
or the Service Contracts set forth on Exhibit D and the status of the Tenants or
other parties thereunder contained herein were true in all material respects as of the
Effective Date, no change in circumstances or status of the Tenants or other parties (e.g.,
defaults, bankruptcies, below-market status or other adverse matters relating to such Tenant
or other party) occurring after the Effective Date, shall permit Buyer to terminate this
Agreement or constitute grounds for Buyer’s failure to close.



ARTICLE IX




CONDITIONS PRECEDENT TO CLOSING




9.1 Conditions Precedent to Obligation of Buyer. The obligation of Buyer to
consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing
Date of all of the following conditions, any or all of which may be waived by Buyer in its sole
discretion:




(a) Seller shall have delivered to Escrow Agent all of the items required to be delivered to
Buyer pursuant to the terms of this Agreement, including but not limited to, those provided
for in Section 10.2.




(b) All of the representations and warranties of Seller contained in this Agreement shall be
true and correct in all material respects as of the date of Closing (with appropriate
modifications permitted under this Agreement or not materially adverse to Buyer).




(c) Seller shall have performed and observed, in all material respects, all covenants and
agreements of this Agreement to be performed and observed by Seller as of the Closing Date.



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(d) As of the Closing Date, the Title Company shall be prepared to deliver to Buyer an
initialed mark-up of the Title Commitment consistent with the requirements for the Title
Policy.




(e) The estoppel contingency set forth in Section 5.4 shall have been satisfied.



9.2 Conditions Precedent to Obligation of Seller. The obligation of Seller to
consummate the transaction hereunder shall be subject to the fulfillment on or before the date of
Closing (or as otherwise provided) of all of the following conditions, any or all of which may be
waived by Seller in its sole discretion:




(a) Escrow Agent shall have received the Purchase Price as adjusted pursuant to, and payable
in the manner provided for, in this Agreement, and Buyer shall have provided written
authority to Escrow Agent to release such amount to Seller.




(b) Buyer shall have delivered to Seller all of the items required to be delivered to Seller
pursuant to the terms of this Agreement, including but not limited to, those provided for in
Section 10.3.




(c) All of the representations and warranties of Buyer contained in this Agreement shall be
true and correct in all material respects as of the date of Closing (with appropriate
modifications permitted under this Agreement or not materially adverse to Seller).




(d) Buyer shall have performed and observed, in all material respects, all covenants and
agreements of this Agreement to be performed and observed by Buyer as of the Closing Date.



9.3 Failure of Condition. If any condition set forth in Section 9.1 or Section 9.2 is
not satisfied or waived on or before the Closing, then the party to this Agreement whose
obligations are conditioned upon the satisfaction of such condition, so long as such party has
acted in good faith and with due diligence in performing its obligations hereunder and reasonably
cooperating with the other party in its performance hereunder, may (a) if such failure of condition
constitutes a default under this Agreement, pursue its remedies under Article XIII, or (b) if such
failure of condition does not constitute a default under this Agreement, terminate this Agreement
by written notice delivered at or prior to the Scheduled Closing Date. Upon termination of this
Agreement pursuant to this Section 9.3, except with respect to the Termination Surviving
Obligations, this Agreement shall be null and void and the parties shall have no further obligation
to each other.



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ARTICLE X




CLOSING




10.1 Closing. The consummation of the transaction contemplated by this Agreement by
delivery of documents and payments of money shall take place on the Scheduled Closing Date at the
offices of the Escrow Agent. At Closing, the events set forth in this Article X will occur, it
being understood that the performance or tender of performance of all matters set forth in this
Article X are mutually concurrent conditions which may be waived by the party for whose benefit
they are intended. The acceptance of the Deed by Buyer shall be deemed to be full
performance and discharge of each and every agreement and obligation on the part of Seller to be
performed hereunder unless otherwise specifically provided herein. Notwithstanding anything to the
contrary contained herein, Seller shall have the right to extend the Scheduled Closing Date for
such period of time as Seller shall reasonably determine to be necessary, but in no event to exceed
thirty (30) days, in order to complete the defeasance of the debt currently encumbering the
Property and/or in order to obtain the Required Percentage of Acceptable Estoppels, by giving Buyer
written notice thereof no later than three (3) Business Days prior to the Closing Date.



10.2 Seller’s Closing Obligations. At the Closing, Seller will deliver to Buyer the
following documents:




(a) A special warranty deed in the form attached hereto as Exhibit F, duly executed
and acknowledged by Seller (the “Deed”), conveying to Buyer the Real Property and
the Improvements located thereon, subject only to the Permitted Exceptions;




(b) A blanket assignment and bill of sale in the form attached hereto as Exhibit G
(the “Bill of Sale”), duly executed by Seller, assigning and conveying to Buyer,
without representation or warranty, title to the Personal Property;




(c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor,
in the Leases and Security Deposits (including all original instruments comprising non-cash
Security Deposits and all necessary transfer forms duly executed by Seller) in the form
attached hereto as Exhibit H (the “Assignment of Leases”), duly executed by
Seller, conveying and assigning to Buyer all of Seller’s right, title and interest, as
lessor, in the Leases and Security Deposits;




(d) A counterpart original of an assignment and assumption of Seller’s interest in the
Service Contracts and the Licenses and Permits in the form attached hereto as
Exhibit I (the “Assignment of Contracts”), duly executed by Seller,
conveying and assigning to Buyer all of Seller’s right, title, and interest, if any, in the
Service Contracts, the leasing commission agreements and the Licenses and Permits;




(e) Written notices executed by Seller (to be countersigned by Buyer) and to be addressed
and mailed to the Tenants on the Closing Date by Buyer, (i) acknowledging the sale of the
Property to Buyer, (ii) acknowledging that Buyer has received and that Buyer is responsible
for the Security Deposit and (iii) indicating that rent should thereafter be paid to Buyer
and giving instructions therefor (the “Tenant Notice Letters”);




(f) Evidence reasonably satisfactory to Buyer and Title Company that the person executing
the documents delivered by Seller pursuant to this Section 10.2 on behalf of Seller has full
right, power, and authority to do so;




(g) A certificate in the form attached hereto as Exhibit J (“Certificate as to
Foreign Status”) certifying that Seller is not a “foreign person” as defined in
Section 1445 of the Internal Revenue Code of 1986, as amended;


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(h) [Reserved];




(i) Original copies of the state, county and city real estate transfer tax declarations
executed by Seller (which shall note that the Purchase Price includes a reasonable amount of
non-real estate components) (the “Tax Declarations”);




(j) The Owner’s Affidavit referred to in Section 6.4 above;




(k) A certificate, dated as of the date of Closing confirming that the representations and
warranties of Seller contained in this Agreement are true and correct in all material
respects as of the date of Closing (with appropriate modifications to reflect any changes
therein including without limitation any changes described in Section 8.4 hereof) or
identifying any representation or warranty which is not, or no longer is, true and correct
and explaining the state of facts giving rise to the change;




(l) A “full payment certificate” from the City of Chicago Department of Water Management;




(m) All keys to the Property and all original Leases, Licenses and Permits, the Service
Contracts in Seller’s possession (or copies where originals are not available), all of which
may remain on site at the Property and need not be delivered to the location of the Closing;
and




(n) Such other documents and instruments as may be required by any other provision of this
Agreement or as may reasonably be required to carry out the terms and intent of this
Agreement.



10.3 Buyer’s Closing Obligations. On the Closing Date, Buyer, at its sole cost and
expense, will deliver the following items to Seller at Closing as provided herein; provided,
however, that Buyer acknowledges that Seller will be defeasing the debt currently encumbering the
Property and that, accordingly, the Purchase Price must be delivered two (2) Business Days prior to
the Closing Date as provided in Section 3.3 above:




(a) The Purchase Price, after all adjustments are made as herein provided, by Federal
Reserve wire transfer of immediately available funds, in accordance with the timing and
other requirements of Section 3.3;




(b) A counterpart original of the Assignment of Leases, duly executed by Buyer;




(c) A counterpart original of the Assignment, duly executed by Buyer;




(d) The Tenant Notice Letters, duly executed by the Buyer;




(e) [Reserved];




(f) Counterpart originals of the Tax Declarations, duly executed by Buyer;


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(g) A counterpart original of the Closing Statement, duly executed by Buyer; and




(h) Such other documents as may be reasonably necessary or appropriate to effect the
consummation of the transaction which is the subject of this Agreement.



10.4 Prorations.




(a) Seller and Buyer agree to adjust, as of 11:59 p.m. Central Time on the day preceding the
Closing Date (the “Proration Time”), the following (collectively, the “Proration
Items”):




(i) Rentals, in accordance with Section 10.4(b) below;




(ii) Any prepaid rents;




(iii) Amounts payable under the Service Contracts;




(iv) Pre-paid expenses, if any; and




(v) All ad valorem real estate taxes. Ad valorem real estate taxes with respect to
the Property shall be prorated as of the Proration Time on a cash basis for the
calendar year in which the Closing occurs, regardless of the year for which such
taxes are assessed. Seller and Buyer acknowledge that real estate taxes in Illinois
are payable in a year arrears. Accordingly, for avoidance of doubt, if the Closing
occurs in calendar year 2008, the real estate taxes that shall be prorated at
Closing are the 2007 real estate taxes that are payable in 2008, and there will be
no proration with respect to the 2008 taxes that will not be payable until 2009. An
example of the methodology for the real estate tax proration is attached as
Exhibit L.




Seller will be charged and credited for the amounts of all of the Proration Items relating
to the period up to and including the Proration Time, and Buyer will be charged and credited
for all of the Proration Items relating to the period after the Proration Time. The
estimated Closing prorations shall be set forth on a preliminary closing statement to be
prepared by Seller and submitted to Buyer not less than five (5) Business Days prior to the
Closing Date (the “Closing Statement”). The Closing Statement shall be signed by
Buyer and Seller at Closing. The proration shall be paid at Closing by Buyer to Seller (if
the prorations result in a net credit to Seller) or by Seller to Buyer (if the prorations
result in a net credit to Buyer) by increasing or reducing the cash to be delivered by Buyer
in payment of the Purchase Price at the Closing. If the actual amounts of any of the
Proration Items are not known as of the Closing Date, the prorations will be made at Closing
on the basis of the best evidence then available; thereafter, when actual figures are
received, re-prorations will be made on the basis of the actual figures, and a final cash
settlement will be made between Seller and Buyer. No prorations will be made in relation to
insurance premiums, and Seller’s insurance policies will not be assigned to Buyer. The
parties will use reasonable efforts to obtain final readings and final billings
for utilities as of the Closing Date, in which event no proration will be made at the
Closing with respect to utility bills; if final readings are not obtained, prorations shall
be based on the utility charges for the immediately preceding month. Seller will be
entitled to all deposits presently in effect with the utility providers, and Buyer will be
obligated to make its own arrangements for any deposits with the utility providers. The
provisions of this Section 10.4(a) will survive the Closing for 12 months.


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(b) Buyer will receive a credit on the Closing Statement for the prorated amount (as of the
Proration Time) of all Rental previously paid to or collected by Seller and attributable to
any period following the Proration Time. After the Closing, Seller will cause to be paid or
turned over to Buyer all Rental, if any, received by Seller after Closing and attributable
to any period following the Proration Time. “Rental” as used herein includes fixed
monthly rentals, additional rentals, escalation rentals (which include each Tenant’s prorata
share of building operation and maintenance costs and expenses as provided for under the
Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive
rentals, all administrative charges, utility charges, tenant or real property association
dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker
rentals, vending machine receipts and other sums and charges payable by Tenants under the
Leases or from other occupants or users of the Property. Rental is “Delinquent”
when it was due prior to the Closing Date, and payment thereof has not been made on or
before the Proration Time. Delinquent Rental will not be prorated. With respect to Tenants
still in occupancy, Buyer agrees to use commercially reasonable efforts with respect to the
collection of any Delinquent Rental, but Buyer will have no liability for the failure to
collect any such amounts and will not be required to pursue legal action to enforce
collection of any such amounts owed to Seller by any Tenant. With respect to Tenants no
longer in occupancy, Seller reserves the right to pursue the collection of Delinquent
Rental. All sums collected by Buyer from and after Closing from each Tenant (excluding
tenant specific billings for tenant work orders and other specific services as described in
and governed by Section 10.4(d) below) will be applied, unless designated otherwise by such
Tenant, first to current amounts due to Buyer, and then to delinquencies owed by such Tenant
to Seller. Buyer will promptly remit to Seller any sums due Seller. Notwithstanding
anything to the contrary contained in this Agreement, any additional rentals based upon a
percentage of the Tenant’s business during a specified annual or other period (sometimes
referred to as “percentage rent”) shall be prorated as of the Closing Date on an if, as and
when collected basis.




(c) At the Closing, Seller shall deliver to Buyer a list of additional rent, however
characterized, under each Lease, including without limitation, real estate taxes, electrical
charges, utility costs and operating expenses (collectively, “Operating Expenses”)
billed to Tenants for the calendar year in which the Closing occurs (both on a monthly basis
and in the aggregate), the basis on which the monthly amounts are being billed and the
amounts incurred by Seller on account of the components of Operating Expenses for such
calendar year. Upon the reconciliation by Buyer of the Operating Expenses billed to
Tenants, and the amounts actually incurred for such calendar year, Seller and Buyer shall be
liable for overpayments of Operating Expenses, and shall be entitled to payments from
Tenants with respect to underpayments of Operating Expenses, as the case may be, on a
pro-rata basis based upon each party’s period of ownership during such calendar year. Such
reconciliation between Buyer and Seller shall occur no later than two hundred ten (210) days
after the end of such calendar year.


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(d) With respect to specific tenant billings for work orders, special items performed or
provided at the request of a Tenant or other specific services, which are collected by Buyer
after the Closing Date but relate to the foregoing specific services rendered by Seller
prior to the Proration Time, then notwithstanding anything to the contrary contained herein,
Buyer shall cause the first amounts collected from such Tenant to be paid to Seller on
account thereof.




(e) Buyer will receive a credit on the Closing Statement for the Security Deposits, less any
amounts that are applied against lease obligations or returned to Tenants upon the
expiration of Leases. Any such Security Deposits in form other than cash (including letters
of credit) shall be transferred to Buyer by way of appropriate instruments of transfer or
assignment as soon as reasonably practicable following the Closing.




(f) Notwithstanding any provision of this Section 10.4 to the contrary, Buyer shall be
responsible for all leasing commissions, tenant improvement costs, legal costs and other
expenditures whether incurred by Seller before Closing or due after Closing with respect to
any New Lease Agreements entered into after the Effective Date in accordance with the
provisions of Section 7.1(a). Buyer shall receive a credit at Closing for the unpaid
leasing commissions, tenant improvement costs, rent abatements and other similar obligations
due with respect to any existing Leases (but not with respect to any New Lease Agreements)
(the “Existing Lease Expenses”). Buyer shall have the opportunity during the
Evaluation Period to review the Leases, Tenant correspondence and other Documents to confirm
that Exhibit K includes all of the Existing Lease Expenses, and if any changes are
necessary to Exhibit K to include costs defined as Existing Lease Expenses, Buyer
shall notify Seller at least three (3) Business Days prior to the expiration of the
Evaluation Period, and the parties will agree to modify Exhibit K prior to the
expiration of the Evaluation Period to reflect such additional Existing Lease Expenses;
provided, however, if the required modifications to Exhibit K exceed $500,000,
Seller shall have the right to terminate this Agreement by providing written notice to Buyer
which is received by Buyer prior to the expiration of the Evaluation Period. In the event
Seller timely terminates this Agreement in accordance with this Section 10.4(f), Buyer shall
have the right to receive a refund of the Earnest Money, together with all interest which
has accrued thereon, and except with respect to the Termination Surviving Obligations, this
Agreement shall be null and void and the parties shall have no further obligation to each
other. In addition, Buyer shall receive a credit at Closing in the amount of $30,459.00 for
lost rent in connection with the Performics vacancy.


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10.5 Closing Costs. Costs of the Title Company and other costs incurred in connection
with the Closing will be allocated as follows:




(a) Seller shall pay (i) Seller’s attorney’s fees; (ii) one-half (1/2) of escrow fees, if
any; (iii) State of Illinois and Cook County real estate transfer taxes; (iv) that portion
of the City of Chicago real estate transfer tax that is allocated by ordinance to sellers
(i.e., $3 per thousand); and (v) the premium for the Title Policy (but excluding the cost of
any endorsements and the cost of any re-insurance that may be required or desired by Buyer
or any lender of Buyer).




(b) Buyer shall pay (i) all costs of any additional coverage under the Title Policy or
endorsements or deletions to the Title Policy that are desired by Buyer and the cost of any
re-insurance required or desired by Buyer or any lender; (ii) all premiums and other costs
for any mortgagee policy of title insurance, if any, including but not limited to any
endorsements or deletions; (iii) the costs of recording the Deed to the Property; (iv) that
portion of the City of Chicago real estate transfer tax that is allocated by ordinance to
buyers (i.e., $7.50 per thousand); (v) the cost of the Updated Surveys; (vi) Buyer’s
attorney’s fees; and (vii) one-half (1/2) of escrow fees, if any.




(c) Any other costs and expenses of Closing not provided for in this Section 10.5 shall be
allocated between Buyer and Seller in accordance with the custom in the area in which the
Property is located.



ARTICLE XI




CONDEMNATION AND CASUALTY




11.1 Casualty. If, prior to the Closing Date, all or a Significant Portion of any of
the Real Property and Improvements is destroyed or damaged by fire or other casualty, Seller will
notify Buyer in writing of such casualty. Buyer will have the option to terminate this Agreement
upon advance written notice to Seller given not later than fifteen (15) days after receipt of
Seller’s notice. If this Agreement is terminated, the Earnest Money and all interest accrued
thereon will be returned to Buyer and thereafter neither Seller nor Buyer will have any further
rights or obligations to the other hereunder except with respect to the Termination Surviving
Obligations. If Buyer does not elect to terminate this Agreement, or less than a Significant
Portion of the Real Property and Improvements is destroyed or damaged as aforesaid, Seller will not
be obligated to repair such damage or destruction but (a) Seller will credit Buyer with any
deductible amount and assign and turn over to Buyer the insurance proceeds for the repair of such
damage or destruction net of any sums expended by Seller toward the restoration or repair of the
Property and reasonable collection costs (or if such have not been awarded, all of its right, title
and interest therein) payable with respect to such fire or other casualty up to the amount of the
Purchase Price, and (b) the parties will proceed to Closing pursuant to the terms hereof without
abatement of the Purchase Price, except that Buyer will receive a credit for any insurance
deductible amount. In the event Seller elects to perform any repairs as a result of a casualty,
Seller will be entitled to deduct its reasonable costs and expenses from any amount to which Buyer
is entitled under this Section 11.1, which right shall survive the Closing.


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11.2 Condemnation of Property. In the event of (a) any condemnation or sale in lieu
of condemnation of all of the Property; or (b) any condemnation or sale in lieu of condemnation of
greater than five percent (5%) of the Purchase Price, Buyer will have the option, to be exercised
within fifteen (15) days after receipt of notice of such condemnation or sale, of terminating
Buyer’s obligations under this Agreement, or electing to have this Agreement remain in full force
and effect. In the event that either (i) any condemnation or sale in lieu of condemnation of the
Property is for equal to or less than five percent (5%) of the Purchase Price, or (ii) Buyer does
not terminate this Agreement pursuant to the preceding sentence, Seller will assign to Buyer any
and all claims for the proceeds of such condemnation or sale to the extent the same are applicable
to the Property, net of any sums expended by Seller toward the restoration or repair of the
Property, and Buyer will take title to the Property with the assignment of such proceeds and
subject to such condemnation and without reduction of the Purchase Price. Should Buyer elect to
terminate Buyer’s obligations under this Agreement under the provisions of this Section 11.2, the
Earnest Money and any interest thereon will be returned to Buyer and neither Seller nor Buyer will
have any further obligation under this Agreement, except for the Termination Surviving Obligations.



ARTICLE XII




CONFIDENTIALITY




12.1 Confidentiality. Except as hereinafter permitted, Seller and Buyer each
expressly acknowledge and agree that the transactions contemplated by this Agreement and the terms
(including, but not limited to, the Purchase Price), conditions, and negotiations concerning the
same will be held in the strictest confidence by each of them and will not be disclosed by either
of them except to their respective Party Representatives and other Licensee Parties, and except and
only to the extent that such disclosure may be necessary for their respective performances
hereunder. Except as expressly provided in this Agreement, Buyer further acknowledges and agrees
that, unless and until the Closing occurs, all information obtained by Buyer in connection with the
Property will not be disclosed by Buyer to any third persons without the prior written consent of
Seller. Nothing contained in this Article XII will preclude or limit either party to this
Agreement from making disclosures with respect to any information otherwise deemed confidential
under this Article XII (a) in response to lawful process or subpoena or other valid or enforceable
order of a court of competent jurisdiction, (b) required by law or (c) required by rule or
regulation of the Securities and Exchange Commission or the New York Stock Exchange, including
without limitation in any filings required by any Authorities. In determining whether a disclosure
contemplated in the preceding sentence is required by law or by rule or regulation of the
Securities and Exchange Commission or the New York Stock Exchange, the disclosing party is entitled
to rely upon the written advice of counsel. The provisions of this Article XII will survive the
termination of this Agreement. After the execution of this Agreement, Seller and Buyer shall be
permitted to issue press releases as to the occurrence of the transaction and the parties involved,
provided that the form and content of such press release shall be subject to the approval of the
other party, not to be unreasonably withheld or delayed.


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12.2 Tax Related Disclosures. Notwithstanding anything set forth in this Agreement to
the contrary or in any other agreement to which Buyer, the Seller Parties or their respective legal
counsel, accountants, consultants, officers, partners, member, directors, shareholders, brokers,
lenders, consultants or other Licensee Parties (collectively the “Party Representatives”)
are bound, each of the foregoing parties is expressly authorized to disclose the “tax treatment”
and “tax structure” (as those terms are defined in Treas. Reg. §§ 1.6011-4(c)(8) and (9),
respectively) of the transaction contemplated by this Agreement (the “Transaction”) and all
materials of any kind (including opinions or other tax analysis) relating to such “tax treatment”
or “tax structure” of the Transaction; provided, however, (i) the foregoing authorization applies
only to the extent necessary to prevent the Transaction from constituting a “confidential
transaction” within the meaning of Treas. Reg. § 1.6011-4(b)(3), and (ii) in no event will
the names or identities of the Party Representatives, or any amounts invested by any of the
foregoing in the Transaction, be disclosed.



ARTICLE XIII




REMEDIES




13.1 Notice and Cure. No party shall be deemed to be in default hereunder unless such
party fails to cure an alleged default within five (5) days after receipt from the other party of
written notice of the alleged default; provided, however, that if such alleged default is not
susceptible of being cured within said five (5) day period, such party shall not be deemed in
default hereunder so long as such party commences to cure the alleged default within said five (5)
day period and diligently prosecutes the same to completion within twenty (20) days.
Notwithstanding the foregoing, the failure of Buyer to deposit the Purchase Price in accordance
with the timing and other requirements of Section 3.3 or the willful failure by a party to timely
submit its respective closing documents pursuant to Article X shall be an immediate default that
shall not be subject to the foregoing notice and cure periods.



13.2 Default by Seller. In the event the Closing and the transactions contemplated
hereby do not occur as herein provided by reason of any default of Seller, Buyer may, as Buyer’s
sole and exclusive remedy under this Agreement, at law and in equity, elect by notice to Seller
within 30 days following the Scheduled Closing Date, either of the following: (a) to terminate this
Agreement, in which event Buyer will receive from the Escrow Agent the Earnest Money, together with
all interest accrued thereon, whereupon Seller and Buyer will have no further rights or obligations
under this Agreement, except with respect to the Termination Surviving Obligations, or (b) to seek
to enforce specific performance of Seller’s obligation to execute the documents required to convey
the Property to Buyer as contemplated herein, it being understood and agreed that the remedy of
specific performance shall not be available to enforce any other obligation of Seller hereunder.
Notwithstanding anything contained herein to the contrary, if Seller shall have intentionally taken
or intentionally omitted to take any action which shall preclude the ability of Buyer to maintain
an action for specific performance, then, in addition to receiving a return of Earnest Money
pursuant to clause (a) above, Buyer shall be entitled to seek damages for Seller’s default, which
damages shall not to exceed Five Million and No/100 Dollars ($5,000,000.00). Except as set forth
above, Buyer expressly waives its rights to seek damages in the event of Seller’s default
hereunder. Buyer shall be deemed to have elected to terminate this Agreement and receive back the
Earnest Money if Buyer fails to file suit for specific performance against Seller in a court having
jurisdiction in the county and state in which the
Property is located on or before thirty (30) days following the Scheduled Closing Date.
Notwithstanding the foregoing, nothing contained herein (other than Section 8.4 hereof) will limit
Buyer’s remedies at law, in equity or as herein provided in the event of a breach by Seller of any
of the Termination Surviving Obligations.


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13.3 Default by Buyer. In the event the Closing and the consummation of the
transactions contemplated herein do not occur as provided herein by reason of any default of Buyer,
Buyer and Seller agree it would be impractical and extremely difficult to fix the damages which
Seller may suffer. Buyer and Seller hereby agree that (a) an amount equal to the Earnest Money,
together with all interest accrued thereon, is a reasonable estimate of the total net detriment
Seller would suffer in the event Buyer defaults and fails to complete the purchase of the Property,
and (b) such amount will be the full, agreed and liquidated damages for Buyer’s default and failure
to complete the purchase of the Property, and will be Seller’s sole and exclusive remedy (whether
at law or in equity) for any default of Buyer resulting in the failure of consummation of the
Closing, whereupon this Agreement will terminate, and Seller expressly waives its rights to seek
damages in the event of Buyer’s default except as otherwise provided hereunder. In such event, at
Seller’s request, Buyer shall immediately direct the Escrow Agent to release the Earnest Money to
Seller. Buyer will have no further rights or obligations hereunder, except with respect to the
Termination Surviving Obligations. The payment of such amount as liquidated damages is not
intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller.
Notwithstanding the foregoing, nothing contained herein will limit Seller’s remedies at law, in
equity or as herein provided in the event of a breach by Buyer of any of the Termination Surviving
Obligations.



ARTICLE XIV




NOTICES




14.1 Notices. All notices or other communications required or permitted hereunder
shall be in writing, and shall be given by any nationally recognized overnight delivery service
with proof of delivery, or by facsimile or email transmission (provided that such facsimile or
email is confirmed on the same day by the sender sending such notice by expedited delivery service
in the manner previously described), sent to the intended addressee at the address set forth below,
or to such other address or to the attention of such other person as the addressee will have
designated by written notice sent in accordance herewith. Unless changed in accordance with the
preceding sentence, the addresses for notices given pursuant to this Agreement will be as follows:



	 	 	 	 	 	 	 
	If to Buyer:	 	Younan Properties, Inc.	 	 
	 	 	21700 Oxnard Street, Suite 800	 	 
	 	 	Woodland Hills, California 91367	 	 
	 	 	Attn: Zaya S. Younan	 	 
	 	 	Phone: (818) 703-9600	 	 
	 	 	Fax: (818) 703-5907	 	 
	 	 	email: zyounan@younanproperties.com	 	 





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	with a copy to:	 	Russ, August & Kabat	 	 
	 	 	5959 Topanga Canyon Boulevard, Suite 130	 	 
	 	 	Woodland Hills, California 91367	 	 
	 	 	Attn: Steven M. Siemens	 	 
	 	 	Phone: (818) 887-7000	 	 
	 	 	Fax: (818) 887-7730	 	 
	 	 	email: ssiemens@raklaw.com	 	 
	 
	If to Seller:	 	180 N. LaSalle II, L.L.C.	 	 
	 	 	c/o Prime Group Realty Trust	 	 
	 	 	77 West Wacker Drive	 	 
	 	 	Suite 3900	 	 
	 	 	Chicago, Illinois 60601	 	 
	 

	 	Attn.:
	 	Mr. Jeffrey A. Patterson	 	 
	 

	 	 	 	President and Chief Executive Officer	 	 
	 	 	Phone: (312) 917-4230	 	 
	 	 	Fax: (312) 917-1597	 	 
	 	 	email: jpatterson@pgrt.com	 	 
	 
	 	 	 	 	 	 
	and to:	 	Prime Group Realty Trust	 	 
	 	 	77 West Wacker Drive	 	 
	 	 	Suite 3900	 	 
	 	 	Chicago, Illinois 60601	 	 
	 	 	Attn.: James F. Hoffman, Esq.	 	 
	 	 	Phone: (312) 917-4237	 	 
	 	 	Fax: (312) 917-3937	 	 
	 	 	email: jhoffman@pgrt.com	 	 
	 
	 	 	 	 	 	 
	with a copy to:	 	Jones Day	 	 
	 	 	77 West Wacker	 	 
	 	 	Chicago, Illinois 60601-1692	 	 
	 	 	Attn: Susan I. Matejcak, Esq.	 	 
	 	 	Phone: (312) 782-3939	 	 
	 	 	Fax: (312) 782-8585	 	 
	 	 	email: simatejcak@jonesday.com	 	 
	 
	If to Escrow Agent or	 	First American Title Insurance Company	 	 
	Title Company:	 	30 North LaSalle Street, Suite 310	 	 
	 	 	Chicago, Illinois 60602	 	 
	 

	 	Phone:	 	 	 	 
	 

	 	Fax:	 	 
	 	 
	 

	 	email:
	 	 
	 	 
	 

	 	 	 	 

	 	 





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Notices given by (i) overnight delivery service as aforesaid shall be deemed received and
effective on the first Business Day following such dispatch and (ii) facsimile or email
transmission as aforesaid shall be deemed given at the time and on the date of machine
transmittal provided same is sent and confirmation of receipt is received (or in the event of
email a notification of non-receipt is not received) by the sender prior to 4:00 p.m. Central Time
on a Business Day (if sent later, then notice shall be deemed given on the next Business Day).
Notices may be given by counsel for the parties described above, and such notices shall be deemed
given by said party, for all purposes hereunder.



ARTICLE XV




ASSIGNMENT




15.1 Assignment. Buyer may not assign its rights under this Agreement to anyone other
than a Permitted Assignee (as hereinafter defined) without first obtaining Seller’s written
approval which may be given or withheld in Seller’s sole discretion. Subject to the conditions set
forth in this Section 15.1, Buyer may assign its rights under this Agreement to a Permitted
Assignee without the prior written consent of Seller. In the event that Buyer desires to assign
its rights under this Agreement to a Permitted Assignee, Buyer shall send written notice to Seller
at least three (3) Business Days prior to the effective date of such assignment stating the name
and, if applicable, the constituent persons or entities of the Permitted Assignee and providing the
signature block of the Permitted Assignee. Such assignment shall not become effective until such
Permitted Assignee executes an instrument reasonably satisfactory to Seller in form and substance
whereby the Permitted Assignee expressly assumes each of the obligations of Buyer under this
Agreement, including specifically, without limitation, all obligations concerning the Earnest
Money. No assignment shall release or otherwise relieve Buyer from any obligations hereunder.



15.2 Permitted Assignee. For purposes of this Article XV, the term “Permitted
Assignee” shall mean (a) a corporation in which Buyer owns or controls at least 51% of the
stock entitled to vote for directors, (b) a general partnership in which Buyer is a general partner
owning at least 51% of the total partnership interests therein, (c) a limited partnership in which
Buyer (or an entity that, directly or indirectly, controls, is controlled by or is under common
control with Buyer) is the sole general partner, or (d) a limited liability company in which Buyer
or (or an entity that, directly or indirectly, controls, is controlled by or is under common
control with Buyer) is the managing or sole member. Notwithstanding anything to the contrary
contained herein, Buyer shall not have the right to assign this Agreement to any assignee which, in
the reasonable judgment of Seller, will cause the transaction contemplated hereby or any party
thereto to violate the requirements of ERISA. In order to enable Seller to make such
determination, Buyer shall cause to be delivered to Seller such information as is requested by
Seller with respect to a proposed assignee and the constituent persons or entities of any proposed
assignee, including specifically, without limitation, any pension or profit sharing plans related
thereto.


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ARTICLE XVI




BROKERAGE




16.1 Brokers. Seller agrees to pay to Holliday Fenoglio Fowler, L.P. (“Seller’s
Broker”) a brokerage commission pursuant to a separate agreement by and between Seller and
Seller’s Broker. Buyer and Seller represent that they have not dealt with any brokers, finders or
salesmen in connection with this transaction other than the Seller’s Broker, and agree to
indemnify, defend and hold each other harmless from and against any and all loss, cost, damage,
liability or expense, including reasonable attorneys’ fees, which either party may sustain, incur
or be exposed to by reason of any claim for fees or commissions made through the other party. The
provisions of this Article XVI will survive any Closing or termination of this Agreement.



ARTICLE XVII




[RESERVED]




ARTICLE XVIII




MISCELLANEOUS




18.1 Waivers. No waiver of any breach of any covenant or provisions contained herein
will be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or
provision contained herein. No extension of time for performance of any obligation or act will be
deemed an extension of the time for performance of any other obligation or act.



18.2 TIME OF THE ESSENCE. TIME IS OF THE ESSENCE WITH RESPECT TO ALL TIME PERIODS AND
DATES FOR PERFORMANCE SET FORTH IN THIS AGREEMENT.



18.3 Recovery of Certain Fees. In the event a party hereto files any action or suit
against another party hereto by reason of any breach of any of the covenants, agreements or
provisions contained in this Agreement, then in that event the prevailing party will be entitled to
have and recover certain fees from the other party including all reasonable attorneys’
fees and costs resulting therefrom. The foregoing right to recover fees is in addition to
any other remedy herein, including, without limitation, the right to retain the Earnest Money. For
purposes of this Agreement, the term “attorneys’ fees” or “attorneys’ fees and costs” shall mean
the fees and expenses of counsel to the parties hereto, which may include printing, photocopying,
duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals and
other persons not admitted to the bar but performing services under the supervision of an attorney,
and the costs and fees incurred in connection with the enforcement or collection of any judgment
obtained in any such proceeding. The provisions of this Section 18.3 shall survive the entry of
any judgment, and shall not merge, or be deemed to have merged, into any judgment.


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18.4 Construction. Headings at the beginning of each Article and Section are solely
for the convenience of the parties and are not a part of this Agreement. Whenever required by
the context of this Agreement, the singular will include the plural and the masculine will include
the feminine and vice versa. This Agreement will not be construed as if it had been prepared by
one of the parties, but rather as if both parties had prepared the same. All exhibits and
schedules referred to in this Agreement are attached and incorporated by this reference, and any
capitalized term used in any exhibit or schedule which is not defined in such exhibit or schedule
will have the meaning attributable to such term in the body of this Agreement. In the event the
date on which Buyer or Seller are required to take any action under the terms of this Agreement is
not a Business Day, the action will be taken on the next succeeding Business Day.



18.5 Counterparts. This Agreement may be executed in multiple counterparts, each of
which, when assembled to include an original signature for each party contemplated to sign this
Agreement, will constitute a complete and fully executed original. All such fully executed
original counterparts will collectively constitute a single agreement.



18.6 Severability. If any term or other provision of this Agreement is invalid,
illegal, or incapable of being enforced by any rule of law or public policy, all of the other
conditions and provisions of this Agreement will nevertheless remain in full force and effect, so
long as the economic or legal substance of the transactions contemplated hereby is not affected in
any adverse manner to either party. Upon such determination that any term or other provision is
invalid, illegal, or incapable of being enforced, the parties hereto will negotiate in good faith
to modify this Agreement so as to reflect the original intent of the parties as closely as possible
in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the
extent possible.



18.7 Entire Agreement. This Agreement is the final expression of, and contains the
entire agreement between, the parties with respect to the subject matter hereof, and supersedes all
prior understandings with respect thereto. This Agreement may not be modified, changed,
supplemented or terminated, nor may any obligations hereunder be waived, except by written
instrument, signed by the party to be charged or by its agent duly authorized in writing, or as
otherwise expressly permitted herein.



18.8 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Illinois applicable to a contract executed and performed in the State
of Illinois, without giving effect to the conflicts of law principles thereof. Any action arising
out of this Agreement must be commenced by Buyer or Seller in the state courts of the State of
Illinois in Cook County or in United States District Court for the Northern District of Illinois
and each party hereby consents to the jurisdiction of such courts in any such action and to the
laying of venue therein. Any process in any action will be duly served if sent by registered mail,
postage prepaid, to the applicable party at its respective address set forth in Section 14.1(a)
hereof.



18.9 No Recording. The parties hereto agree that neither this Agreement nor any
affidavit or memorandum concerning it will be recorded and any recording of this Agreement or any
such affidavit or memorandum by Buyer will be deemed a default by Buyer hereunder.


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18.10 Further Actions. The parties agree to execute such instructions to the Title
Company and such other instruments and to do such further acts as may be reasonably necessary to
carry out the provisions of this Agreement.



18.11 Exhibits. The following sets forth a list of Exhibits to the Agreement:



	 	 	 
	Exhibit A

	 	Legal Description of the Land
	Exhibit B

	 	Personal Property Inventory
	Exhibit C-1

	 	Form of Estoppel Certificate
	Exhibit C-2

	 	Form of Seller Estoppel
	Exhibit D

	 	List of Service Contracts
	Exhibit E

	 	Rent Roll
	Exhibit F

	 	Form of Deed
	Exhibit G

	 	Form of Bill of Sale
	Exhibit H

	 	Form of Assignment of Leases
	Exhibit I

	 	Form of Assignment of Contracts
	Exhibit J

	 	Form of Certificate as to Foreign Status
	Exhibit K

	 	Unpaid Commissions, Allowances and Concessions
	Exhibit L

	 	Example of Real Estate Tax Proration Methodology






18.12 No Partnership. Notwithstanding anything to the contrary contained herein, this
Agreement shall not be deemed or construed to make the parties hereto partners or joint venturers,
it being the intention of the parties to merely create the relationship of Seller and Buyer with
respect to the Property to be conveyed as contemplated hereby.



18.13 Limitations on Benefits. It is the explicit intention of Buyer and Seller that
no person or entity other than Buyer, Seller and Seller’s Affiliates and their permitted successors
and assigns is or shall be entitled to bring any action to enforce any provision of this Agreement
against any of the parties hereto, and the covenants, undertakings and agreements set forth in this
Agreement shall be solely for the benefit of, and shall be enforceable only by, Buyer, Seller and
Seller’s Affiliates or their respective successors and assigns as permitted hereunder. Except as
set forth in this Section 18.13, nothing contained in this Agreement shall under any circumstances
whatsoever be deemed or construed, or be interpreted, as making any third party (including, without
limitation, Seller’s Broker) a beneficiary of any term or provision of this Agreement or any
instrument or document delivered pursuant hereto, and Buyer and Seller expressly reject any such
intent, construction or interpretation of this Agreement.



18.14 Cooperation After Closing. Buyer shall cooperate with Seller for a period of
four (4) years after Closing to address any reasonable request Seller may have in connection with
any legal requirement, tax audit, tax return or litigation threatened or brought against Seller by
allowing Seller and its agents and representatives access, upon reasonable advance notice (which
notice shall identify the nature of the information sought by Seller) and at reasonable times, to
examine and make copies of any and all relevant instruments, files and records relating to the
Property. Buyer’s obligation under this Section 18.14 shall survive the Closing.


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18.15 Union Matters.




(a) Buyer acknowledges that certain of the employees of Seller’s Affiliates at the Property
(the “Union Personnel”) are covered by the terms of certain agreements between the
Building Owners and Managers Association of Chicago (“BOMA”) and International Union
of Operating Engineers Local 399, AFC-CIO (collectively, the “BOMA Agreements”).
Buyer acknowledges and agrees that upon the Closing, Buyer will, or will cause a successor
manager to, assume and be responsible for all of the obligations under the BOMA Agreements
with respect to the Union Personnel at the Property becoming due from and after the Closing
Date, and Buyer shall cause the Union Personnel to become employees of Buyer or Buyer’s
successor manager of the Property.




(b) As of the Closing Date, Buyer agrees to comply with any applicable requirements of Cook
County Ordinance 06-O, The Displaced Building Service Workers Protection Ordinance.




(c) The provisions of this Section 18.15 shall survive the Closing.



18.16 Limitation of Liability. Notwithstanding anything to the contrary in this
Agreement or in any document delivered by Seller in connection with the consummation of the
transaction contemplated hereby, it is expressly understood and agreed that Seller’s liability
shall be, and is, limited to, and payable and collectible only out of, the Property, or the sale
proceeds of the Property in the event of a sale of the Property in breach of this Agreement, and no
other property or asset of Seller or of any of Seller’s directors, officers, employees,
shareholders, members or partners shall be subject to any lien, levy, execution, setoff, or other
enforcement procedure for satisfaction of any right or remedy of Buyer in connection with the
transaction contemplated hereby.



[The remainder of this page is intentionally left blank.]




Agreement of Sale and Purchase



 


41









 







IN WITNESS WHEREOF, Seller and Buyer have respectively executed this Agreement as of the
Effective Date.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 







Agreement of Sale and Purchase



 


42









 







EXHIBIT A




LEGAL DESCRIPTION OF THE LAND




LOT 1 (EXCEPT THAT PART THEREOF LYING BETWEEN THE WEST LINE OF NORTH LASALLE STREET
AND A LINE 20 FEET WEST OF AND PARALLEL WITH THE WEST LINE OF NORTH LASALLE STREET
TAKEN FOR WIDENING NORTH LASALLE STREET), LOT 2 AND THE EAST HALF OF LOT 3 IN BLOCK
33 IN ORIGINAL TOWN OF CHICAGO, IN SECTION 9, TOWNSHIP 39 NORTH, RANGE 14, EAST OF
THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.




Agreement of Sale and Purchase



 


 









 







EXHIBIT B




PERSONAL PROPERTY INVENTORY




See attached.





Agreement of Sale and Purchase



 


 









 







EXHIBIT C-1




FORM OF ESTOPPEL CERTIFICATE




	 	 	 
	TO:

	 	180 N. LaSalle II, L.L.C. (“Landlord”)
	 

	 	[Address]
	 
	 	 
	 

	 	[Purchaser] (“Purchaser”)
	 

	 	[Address]
	 
	 	 
	 

	 	[Lender] (“Lender”)
	 

	 	[Address]
	 
	 	 
	RE:

	 	180 North LaSalle Street, Chicago, IL (the “Property”)






THIS IS TO CERTIFY THAT:



1. The undersigned is the “Tenant” under that certain Lease, dated _____, _____ (the
“Lease”) between Tenant (or Tenant’s predecessor in interest) and Landlord (or Landlord’s
predecessor in interest), covering the premises described above (the “Premises”). A true, correct
and complete copy of the Lease, as amended, is attached hereto as Exhibit A.



2. The Lease constitutes the entire agreement between Landlord and Tenant and has not been
modified, assigned, supplemented, or amended in any respect, except as indicated below (insert
dates of all modifications, assignments, supplements, or amendments; if none, state “none”), and
the Lease is valid and in full force and effect on the date hereof.



 




 




3. Tenant has accepted and now occupies [modify as appropriate] the Premises. The Lease term
commenced on
 _____,  _____ 
and is scheduled to expire on
 _____,
 _____. Any
improvements to be constructed on the Premises by Landlord have been completed and accepted by
Tenant and any tenant construction allowances payable by Landlord have been paid, except, in each
case, any relating to future options for renewal or expansion of the Lease as herein described:
 _____. Tenant has
 _____ 
options to renew the initial term of
the Lease, each for a period of
 _____ 
years.



4. The
base rent payable by Tenant presently is
$         per month. No such rent has been
paid more than one (1) month in advance of its due date except as follows (if none, state “none”):
 _____. Tenant’s security deposit is $
 _____. Tenant has paid in full all additional
rent, Tenant’s proportionate share of real estate taxes and insurance and
all other sums or charges presently due and payable under the Lease by Tenant. Tenant is
entitled to free rent as follows:                                        
          



Agreement of Sale and Purchase



 


 









 





5. As of this date, no default exists on the part of Tenant under the Lease and, to the best
knowledge of Tenant, no default exists on the part of Landlord under the Lease. Tenant has not
given Landlord written notice of any dispute between Landlord and Tenant which has not been
resolved, nor does Tenant claim any offsets or credits against rent payable under the Lease.



6. Tenant has no right or option whatsoever to purchase or otherwise acquire the Premises or
any portion thereof.



7. There are no voluntary actions, and to Tenant’s knowledge no involuntary actions, pending
against Tenant under the bankruptcy or insolvency laws of the United States or of any state or
territory of the United States.



8. Tenant has not received any notice of present violation of any federal, state, county or
municipal laws, regulations, ordinances, or order relating to the use, operation, or condition of
the Premises.



The undersigned is authorized to execute this Tenant Estoppel Certificate on behalf of Tenant.
Tenant understands and acknowledges that this Estoppel Certificate is delivered to, and shall be
relied on by Landlord, Landlord’s lender, Purchaser in connection with its potential acquisition of
the Property, and Lender in connection with the origination of a loan financing the Purchaser’s
potential acquisition of the Property, and their respective successors and assigns.



	 	 	 	 	 	 	 	 	 
	 	 	«TENANT LEGAL NAME»	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Dated:
 _____, 2008
	 	 	 	 	 	 	 	 







Agreement of Sale and Purchase



 


 









 







Exhibit A

to

Form of Estoppel Certificate




[Attach Lease]





Agreement of Sale and Purchase



 


 









 







EXHIBIT C-2




FORM OF SELLER ESTOPPEL CERTIFICATE




	 	 	 
	TO:

	 	[Purchaser] (“Purchaser”)
	 

	 	[Address]
	 
	 	 
	 

	 	[Lender] (“Lender”)
	 

	 	[Address]
	 
	 	 
	RE:

	 	180 North LaSalle Street, Chicago, IL (the “Property”)






180 N. LaSalle II, L.L.C. (“Landlord”) hereby states the following, to its actual knowledge:



1. 
 _____ (“Tenant”) is the tenant under that certain Lease, dated
 _____, _____ 
(the “Lease”) between Tenant (or Tenant’s predecessor in interest) and Landlord (or Landlord’s
predecessor in interest), covering the premises described above (the “Premises”). A true, correct
and complete copy of the Lease, as amended, is attached hereto as Exhibit A.



2. The Lease constitutes the entire agreement between Landlord and Tenant and has not been
modified, assigned, supplemented, or amended in any respect, except as indicated below (insert
dates of all modifications, assignments, supplements, or amendments; if none, state “none”), and
the Lease is valid and in full force and effect on the date hereof.



 




 




3. Tenant has accepted and now occupies [modify as appropriate] the Premises. The Lease term
commenced on
 _____, _____ 
and is scheduled to expire on
 _____,
 _____. Any
improvements to be constructed on the Premises by Landlord have been completed and accepted by
Tenant and any tenant construction allowances payable by Landlord have been paid, except, in each
case, any relating to future options for renewal or expansion of the Lease or which Purchaser is
obligated to perform pursuant to the terms of that certain Purchase and Sale Agreement between
Seller and Buyer, dated as of
 _____, 2008 (as amended, the “Purchase Agreement”).
Tenant has
 _____ 
options to renew the initial term of the Lease, each for a period of
 _____ years.



4. The
base rent payable by Tenant presently is
$      
per month. No such rent has been
paid more than one (1) month in advance of its due date except as follows (if none, state “none”):
 _____. Tenant’s security deposit is $
 _____. Tenant has paid in full all additional
rent, Tenant’s proportionate share of real estate taxes and insurance and all other sums or charges
presently due and payable under the Lease by Tenant. Tenant is entitled to free rent as follows:                                                     




Agreement of Sale and Purchase



 


 









 





5. As of this date, no default exists on the part of either Tenant or Landlord under the
Lease.



6. Tenant has no right or option whatsoever to purchase or otherwise acquire the Premises or
any portion thereof.



7. There are no voluntary or involuntary actions pending against Tenant under the bankruptcy
or insolvency laws of the United States or of any state or territory of the United States.



The undersigned is authorized to execute this Estoppel Certificate and understands and
acknowledges that this Estoppel Certificate is delivered to, and shall be relied on by Purchaser in
connection with its acquisition of the Property, and Lender in connection with the origination of a
loan financing the Purchaser’s acquisition of the Property, and their respective successors and
assigns.



Landlord’s liability under this Estoppel Certificate(s) (i) shall expire and be of no further
force and effect as of the earlier of (A) twelve (12) months following the Closing Date (as defined
in the Purchase Agreement), and (B) the date that Buyer receives an estoppel certificate from
Tenant with a representation which is not inconsistent with this Estoppel Certificate, and
(ii) shall be limited by Section 8.4 of the Purchase Agreement.



	 	 	 	 	 	 	 	 	 
	 	 	180 N. LASALLE II, L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 
	Dated:
 _____, 2008
	 	 	 	 	 	 	 	 







Agreement of Sale and Purchase



 


 









 







Exhibit A

to

Form of Seller Estoppel Certificate




[Attach Lease]





Agreement of Sale and Purchase



 


 









 







EXHIBIT D




LIST OF SERVICE CONTRACTS




See attached.





Agreement of Sale and Purchase



 


 









 







EXHIBIT E




RENT ROLL




See attached.





Agreement of Sale and Purchase



 


 









 







EXHIBIT F




FORM OF DEED




THIS DOCUMENT WAS PREPARED BY:



Susan I. Matejcak

Jones Day

77 W. Wacker Drive

Chicago, Illinois 60601-1692




UPON RECORDING RETURN TO:



SPECIAL WARRANTY DEED




THIS SPECIAL WARRANTY DEED is made as of
 _____ _____, 2008, by 180 N. LASALLE II, L.L.C., a
Delaware limited liability company having an address at c/o Prime Group Realty Trust, 77 West
Wacker Drive, Suite 3900, Chicago, Illinois 60601 (“Grantor”) in favor of
 _____ having an address at
 _____ 
(“Grantee”).



W I T N E S S E T H:




That Grantor, for and in consideration of the sum of $10.00 and other good and valuable
considerations, the receipt of which is hereby acknowledged, does hereby grant, bargain, sell, and
convey unto Grantee and Grantee’s heirs, successors and assigns, in and to the following described
land (the “Land”) in Cook County, Illinois:




See Exhibit A attached hereto and incorporated herein by
reference for the description of the Land conveyed herein.




TOGETHER with all the tenements, hereditaments, and appurtenances thereto.



TO HAVE AND TO HOLD the same unto Grantee and Grantee’s heirs, successors and assigns in fee
simple forever.



This conveyance is made subject to those matters described on Exhibit B attached
hereto and to applicable zoning ordinances, matters appearing on any recorded plat of the Land, and
taxes for the current year.



And Grantor does hereby covenant with Grantee that, except as noted above, title to the Land
is free from all encumbrances made by Grantor, and that Grantor will warrant and defend the same
against the lawful claims and demands of all persons claiming by, through or under Grantor (except
as noted above), but against none other.


Agreement of Sale and Purchase



 


 









 






IN WITNESS WHEREOF, Grantor has executed this deed the day and year first above-written.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Its:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 






	 	 	 
	STATE OF ILLINOIS

	 	}
	 

	 	} SS.
	COUNTY OF COOK

	 	}






I, the undersigned a Notary Public in and for the County and State aforesaid, DO HEREBY
CERTIFY, that the above named
 _____, being the
 _____of_____, personally known to me to be the same person whose name is subscribed to the
foregoing instrument as such
 _____, appeared before me this day in person and
acknowledged that he/she signed and delivered the said instrument as his/her own free and voluntary
act and as the free and voluntary act of said corporation for the uses and purposes therein set
forth.




Given under my hand and Notary Seal, this
 _____ day of
 _____, 2008.



	 	 	 
	 	 	 
	Notary Public
	 	 
	My Commission Expires:
	 	 
	 
	 	 
	 


	 	 







Agreement of Sale and Purchase



 


 









 







EXHIBIT G




FORM OF BILL OF SALE




For good and valuable consideration, the receipt of which is hereby acknowledged, 180 N.
LASALLE II, L.L.C., a Delaware limited liability company (“Seller”), does hereby sell, transfer,
and convey to
 _____, a(n)
 _____ 
(“Buyer”) any and all Personal Property
(as defined in the Purchase Agreement (as hereinafter defined)) including, but not limited to the
Personal Property set forth on Exhibit A, attached hereto.



Seller has executed this Bill of Sale and bargained, sold, transferred, conveyed and assigned
the Personal Property and Buyer has accepted this Bill of Sale and purchased the Personal Property
AS IS AND WHEREVER LOCATED, WITH ALL FAULTS and without any representations or warranties or
whatsoever nature, express, implied, or statutory, except as expressly set forth in the Purchase
and Sale Agreement between Seller and Buyer, dated as of August
 _____, 2008 (the “Purchase
Agreement”) and the warranties set forth herein, it being the intention of Seller and Buyer to
expressly negate and exclude all warranties whatsoever, including but not limited to the implied
warranties of merchantability and fitness for any particular purpose, any implied or express
warranty of conformity to models or samples of materials, any rights of Buyer under appropriate
statutes to claim diminution of consideration, any claim by Buyer for damages because of defects,
whether known or unknown with respect to the Personal Property, warranties created by affirmation
of fact or promise and any other warranties contained in or created by the Uniform Commercial Code
as now or hereafter in effect in the State in which the Personal Property is located, or contained
in or created by any other law.



Notwithstanding anything in this Bill of Sale to the contrary, Seller’s liability hereunder is
subject to the limitations set forth in Sections 5.5 and 8.4 of the Purchase Agreement.




Dated this
 _____ day of
 _____, 2008.



	 	 	 	 	 	 	 	 	 
	SELLER:	 	180 N. LASALLE II, L.L.C.,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 






Agreement of Sale and Purchase



 


 









 







EXHIBIT H




FORM OF ASSIGNMENT OF LEASES




THIS ASSIGNMENT AND ASSUMPTION OF LEASES (this “Assignment”) is made as of
 _____, 2008
between 180 N. LASALLE II, L.L.C., a Delaware limited liability company, having an address at c/o
Prime Group Realty Trust, 77 West Wacker Drive, Suite 3900, Chicago, Illinois 60601 (“Assignor”),
and
 _____, a
 _____, having an address at
 _____ 
(“Assignee”).



W I T N E S S E T H:




WHEREAS, the property commonly known as 180 North LaSalle Street, Chicago, Illinois, more
particularly described on Exhibit A attached hereto (the “Property”), is affected by the
leases listed on Exhibit B attached hereto (collectively, the “Leases”);



WHEREAS, Assignor and Assignee have entered into that certain Purchase and Sale Agreement
dated as of August
 _____, 2008 (the “Agreement”), wherein Assignor has agreed to assign and
transfer to Assignee all of Assignor’s right, title and interest in and to the Leases and all
Security Deposits;



WHEREAS, Assignor desires to assign to Assignee all of Assignor’s right, title and interest in
and to the Leases and the Security Deposits, and Assignee desires to accept the assignment of such
right, title and interest in and to the Leases and the Security Deposits and to assume all of
Assignor’s rights and obligations under the Leases and with respect to the Security Deposits.



NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained and
for other good and valuable consideration, the parties, intending to be legally bound, do hereby
agree as follows:



1. Assignor hereby assigns, sells, transfers, sets over and conveys to Assignee, its
successors and assigns, all of Assignor’s right, title and interest in and to the Leases and the
Security Deposits. Assignee hereby accepts this assignment and transfer and agrees to assume,
fulfill, perform and discharge all of the various commitments, obligations and liabilities of
Assignor under and by virtue of the Leases that are to be performed (a) on and after the date
hereof, including the return of the Security Deposits in accordance with the terms of the Leases,
but only to the extent credited by Assignor to Assignee, and (b) before the date hereof to the
extent Assignor credited Assignee with the cost of performing any such commitments, obligations and
liabilities, including, but not limited to, the tenant improvement costs and leasing commissions
listed on Exhibit K to the Agreement.



2. Notwithstanding anything in this Assignment to the contrary, Assignor’s liability hereunder
is subject to the limitations set forth in Sections 5.5 and 8.4 of the Agreement.



Agreement of Sale and Purchase



 


 









 





3. This Assignment is made without representation, warranty (express or implied) or recourse
of any kind, except as may be expressly provided herein or in the Agreement.



4. This Assignment shall inure to the benefit of and be binding upon the parties hereto and
their respective successors and assigns. This Assignment shall be governed by, and construed
under, the laws of the State of Illinois.



5. All capitalized terms used but not defined herein have the meaning assigned to them in the
Agreement.



6. This Assignment may be executed in one or more counterparts, each of which shall be deemed
to be an original Assignment, but all of which shall constitute but one and the same Assignment.



[The remainder of this page is intentionally left blank.]




Agreement of Sale and Purchase



 


 









 







IN WITNESS WHEREOF, Assignor and Assignee hereby execute and deliver this Assignment to be
effective as of the date first written above.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	ASSIGNOR:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	180 N. LASALLE II, L.L.C., a Delaware limited	 	 	 	 
	 	 	liability company	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 	 	 
	 

	 	 	 	 	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	ASSIGNEE:	 	 	 	 
	 	 	 	,	 	 	 
	 
	 	a(n)	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 	 	 
	 

	 	 	 	 	 	 

	 	 	 	 







Agreement of Sale and Purchase



 


 









 







EXHIBIT I




FORM OF ASSIGNMENT OF CONTRACTS




THIS ASSIGNMENT AND ASSUMPTION (this “Assignment”) dated as of
 _____, 2008, is
between 180 N. LASALLE II, L.L.C., a Delaware limited liability company (“Assignor”), and

 _____, a(n)
 _____ 
(“Assignee”).



A. Assignor owns certain real property and certain improvements thereon known as 180 North
LaSalle Street, Chicago, Illinois, and more particularly described in Exhibit A attached
hereto (the “Property”).



B. Assignor has entered into certain contracts which are more particularly described in
Schedule l attached hereto (the “Service Contracts”), which affect the Property.



C. Assignor and Assignee entered into a Purchase and Sale Agreement dated as of August
 _____,
2008 (the “Purchase Agreement”), pursuant to which Assignee agreed to purchase the Property from
Assignor and Assignor agreed to sell the Property to Assignee, on the terms and conditions
contained therein.



D. Assignor desires to assign to Assignee its interest, if any, and to the extent assignable,
in (a) the Service Contracts, (b) certain warranties, guaranties, and intangible personal property
with respect to the Property, and (c) all Licenses and Permits (as defined in the Purchase
Agreement), and Assignee desires to accept the assignment thereof, on the terms and conditions
below.




ACCORDINGLY, the parties hereby agree as follows:



1. Assignor hereby assigns to Assignee all of Assignor’s right, title, and interest, if any,
in and to the following, from and after the date hereof, to the extent the same are assignable:



(a) the Service Contracts;



(b) any warranties and guaranties (“Warranties and Guaranties”) made by or received from any
third party with respect to any improvements owned by Assignor on the Property; and



(d) the Licenses and Permits.



2. Assignee hereby accepts the foregoing assignment by Assignor and assumes all of the
Assignor’s obligations under the Contracts, the Warranties and Guaranties and the Licenses and
Permits arising on or after the date hereof.



3. Notwithstanding anything in this Assignment to the contrary, Assignor’s liability hereunder
is subject to the limitations set forth in Sections 5.5 and 8.4 of the Agreement.


Agreement of Sale and Purchase



 


 









 





4. This Assignment shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns.



5. This Assignment shall be governed and construed in accordance with the laws of the State of
Illinois.



6. This Assignment may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the same instrument.



IN WITNESS WHEREOF, Assignor and Assignee have executed this Agreement the day and year first
above written.



	 	 	 	 	 	 	 	 	 
	ASSIGNOR:	 	180 N. LASALLE II, L.L.C.,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	ASSIGNEE:

	 	a(n)	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 







Agreement of Sale and Purchase



 


 









 







EXHIBIT J




FORM OF CERTIFICATE AS TO FOREIGN STATUS




Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”), provides
that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign
person. To inform [ ] (“Transferee”) that withholding of tax is not required upon
disposition of a U.S. real property interest by 180 N. LASALLE II, L.L.C., a Delaware limited
liability company (“Transferor”), the undersigned hereby certifies the following on behalf
of Transferor:



(a) Transferor is not a foreign corporation, foreign partnership, foreign trust or foreign
estate (as those terms are defined in the Code and Income Tax Regulations);



(b) Transferor is not a disregarded entity as defined in Treasury Regulations Section
1.14452(b)(2)(iii)(c). The U.S. employer identification number of Transferor is
 _____;



(c) Transferor has an address at: c/o Prime Group Realty Trust




77 West Wacker Drive

Suite 3900

Chicago, Illinois 60601




(d) The address of the subject property is 180 North LaSalle Street, Chicago, Illinois.



Transferor understands that this Certification may be disclosed to the Internal Revenue
Service by Transferee and that any false statement contained herein could be punished by fine,
imprisonment or both.



Under penalties of perjury, I declare that I have examined this Certification and to the best
of my knowledge and belief it is true, correct and complete, and I further declare that I have the
authority to sign this document on behalf of Transferor.



_______________ ___, 2008




	 	 	 	 	 	 	 	 	 
	 	 	180 N. LASALLE II, L.L.C.,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 







Agreement of Sale and Purchase



 


 









 




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	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Total
	 	 	 	$	324,576.76	 
	 
	 	 	 	 	 







 


 









 






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	 
	 
	 	 	 	 	 	 	 







 


 









 







EXHIBIT L




EXAMPLE OF REAL ESTATE TAX PRORATION METHODOLOGY




Projected Closing Date: 10/1/2008




Closing After Payment of Second Installment of Real Estate Taxes




	 	 	 	 	 	 
	Estimated 2007 Real Estate Taxes Payable in 2008
	 	$	4,815,001	 	 
	 
	 	 	 	 	 
	Real Estate Taxes Paid by Seller in 2008
	 	 	4,815,001	 	(a)
	 
	 	 	 	 	 
	Days of Purchaser’s Ownership During 2008
	 	 	92	 	(b)
	 
	 	 	 	 
	 
	 	 	 	 	 
	Credit to Seller at Closing
	 	$	1,210,328	 	(b)/366*(a)
	 
	 	 	 	 






Closing Prior to Payment of Second Installment of Real Estate Taxes




	 	 	 	 	 	 	 
	Estimated 2007 Real Estate Taxes Payable in 2008
	 	$	4,815,001	 	(a)	 	 
	 
	 	 	 	 	 	 	 
	Real Estate Taxes Paid by Seller (1st installment)
	 	 	2,230,124	 	(b)	 	 
	 
	 	 	 	 	 	 	 
	Days of Seller’s Ownership During 2008
	 	 	274	 	(c)	 	 
	 
	 	 	 	 	 	 	 
	Seller’s Portion of 2007 Taxes Payable in 2008
	 	 	3,604,673	 	(d)	 	(c)/366*(a)
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	Credit to Purchaser at Closing
	 	$	1,374,549 	 	 	 	(d) — (b)
	 
	 	 	 	 	 	 






The term “Cash Basis” for the proration of real estate and personal property taxes and assessments
means that the amounts actually due and payable during the calendar year that the Closing occurs
shall be prorated by the parties on a per diem basis notwithstanding the fact that such taxes and
assessments may relate to a prior year and no proration shall be made for any such taxes and
assessments which may accrue during the calendar year of Closing but are not actually due and
payable until a subsequent year.