SEVENTH AMENDMENT TOLEASE

12/01/07

140

2,029

132,118

91.53%

03/01/08

130 and 102

2,055

130,063

90.11%

06/01/08

127

3,852

126,211

87.44%

09/01/08

200

11,440

114,771

79.51%

11/ 01/07 – 11/30/07

$21.50

$240,346.71

12/01/07 – 12/31/07

$21.50

$236,711.42

01/01/08 – 02/29/08

$22.00

$242,216.33

03/01/08 – 05/31/08

$22.00

$238,448.83

06/01/08 – 08/30/08

$22.00

$231,386.83

09/01/08 – 12/31/08

$22.00

$210,413.50

01/01/09 – 12/31/09

$22.50

$215,195.63

01/01/10 – 12/31/ 10

$23.00

$219,977.75

01/01/11 – 12/31/11

$23.50

$224,759.88

01/01/12 – 12/31/12

$24.00

$229,542.00

01/01/13 – 12/31/13

$24.50

$234,324.13

01/01/14 – 12/31/14

$25.00

$239,106.25

A.  

Purchase Right.  Tenant shall have a continuing right of first refusal to purchase the Property (the “Purchase Right”).  The Purchase Right shall become operative upon receipt of written notice from Landlord (the “Landlord Notice”) that a bona fide third party offer has been received (other than at a public auction) by Landlord from a prospective third-party purchaser (which does not have the power of eminent domain) to purchase the Property and that Landlord is willing to accept the terms of such offer.  As used herein, “bona fide” means that Landlord has determined that the prospective purchaser is financially qualified to purchase the Property, and that the written offer is sufficient to permit Landlord to proceed to contract with the prospective purchaser. Landlord shall deliver to Tenant within a reasonable time after it lists the Property for sale such due diligence materials as it expects to provide to any prospective purchaser (the “Due Diligence Materials”), together with the form of confidentiality and access agreement which it would expect a prospective purchaser to sign (the “Confidentiality Agreement”), which Tenant shall sign as a condition to its receipt at any time of the Due Diligence Materials.  Tenant shall have a period of thirty (30) calendar days after receipt of the Due Diligence Materials in which to review such materials and to give notice of any objections which it may have.

B.  

Terms.  The Landlord Notice shall include the economic terms and conditions, including purchase price and terms, earnest money, timing, contingencies, and conditions to the parties’ obligations (collectively, the “Terms”) which the third party has offered and Landlord is willing to accept.  An offer made by Landlord for the sale of the Property to a third party, other than in lieu of condemnation, shall give Tenant the same rights as if such offer were an acceptable offer made by a third party.  Landlord shall deliver, with the Landlord Notice, any Due Diligence Materials, or updates thereof, not previously delivered to Tenant.  Tenant shall be entitled to use the Exercise Period (defined below) period during which to review any such new Due Diligence Materials, review Property condition, and conduct such investigations as it deems necessary in connection with its decision to exercise the Purchase Right, subject to the terms of the Confidentiality Agreement.

C.  

Exercise Period.  Upon receipt of the Landlord Notice, Tenant shall have thirty (30) calendar days to exercise its Purchase Right (the “Exercise Period”) by written notice to Landlord, upon the Terms set forth in the Landlord Notice.  Response by Tenant in the form of a counter-proposal to the terms in the Landlord Notice, or a failure to respond within the Exercise Period, will be deemed to be a rejection of Tenant’s Purchase Right, and Landlord may then proceed to negotiate with the prospective third-party purchaser and enter into a contract and sell the Property to the third-party, on any terms negotiated in such contract (the “Third Party PSA”), but this Lease shall continue otherwise on all the other terms and conditions hereof.

D.  

Purchase and Sale Agreement.  If Tenant responds affirmatively, Tenant must include in its response an executed copy of a purchase and sale agreement for the Property delivered by Landlord with Landlord’s Notice, containing the Terms and being otherwise in a form that Landlord is willing to sign with the third party purchaser (excluding any due diligence or ‘free look’ provisions, because all due diligence will have been completed by Tenant during the Exercise Period).  Any modification to the purchase and sale agreement shall constitute a rejection of Tenant’s Purchase Right.

E.  

Material Change after execution of Third Party PSA.  Notwithstanding the foregoing, if Tenant rejects, or is deemed to have rejected Tenant’s Purchase Right, and should Landlord and the third-party purchaser renegotiate the Third Party PSA after its effective date and such renegotiation will result in an economically material, written and binding amendment of the Third Party PSA (the “Amendment”), then Tenant shall have the right to purchase the Property on the terms set forth in this subparagraph E (the “Revived Purchase Right”).  Before entering into the Amendment, Landlord shall deliver the Third Party PSA, any intervening amendments, and the Amendment to Tenant and Tenant shall have three (3) business days from the date of Landlord’s delivery to review the same (the “Revived Exercise Period”).  Tenant must exercise the Revived Purchase Right, if at all, by delivering to Landlord no later than 5 p.m. (Central Time) on the final day of the Revived Exercise Period a written and binding letter agreement to Landlord which letter agreement (i) exercises the Revived Purchase Right, (ii) acknowledges that Tenant shall become the purchaser of the Property under a contract in the form of the Third Party PSA, as may have been amended, (iii) acknowledges that Tenant will execute and enter into the Amendment, (iv) acknowledges that Tenant will waive all objections that may have been raised under the Third Party PSA by the third party purchaser, as if Tenant had been the third party purchaser, (v) confirms that Tenant has deposited all required earnest money into escrow with the title company specified in the Third Party PSA, (vi) agrees that Tenant will reimburse Landlord as seller under the Third Party PSA for any cost incurred by Landlord in terminating the Third Party PSA as a result of Tenant’s exercise of the Revived Purchase Right, and (vii) acknowledges that Tenant will close on the purchase of the Property on the same closing date as set forth in the Third Party PSA, as may have been amended.  A purchase price reduction under the Third Party PSA will not be deemed “economically material” unless such reduction is greater than five percent (5%) of the original purchase price set forth in the Third Party PSA. Response by Tenant in the form of a counter-proposal to the terms in the Amendment, or a failure to respond within the Revived Exercise Period, will be deemed to be a rejection of Tenant’s Revived Purchase Right and Landlord shall have no further obligation to offer the Property to Tenant in connection with the Third Party PSA, as may be amended.

F.  

Conditions. The Purchase Right may not be exercised if any Event of Default exists, after any cure periods, from the date upon which Landlord gives its Landlord Notice, and from the time of exercising the Purchase Right through the closing date.  The Purchase Right may not be exercised by any subtenant or assignee of Tenant.  The Purchase Right shall not be applicable to a transfer to or for a party related to Landlord.  The Purchase Right shall expire upon expiration of this Lease or earlier termination of Tenant’s right to possession.  Landlord has no obligation to Tenant to offer the Property for sale or to entertain any third party offer.  If for any reason a sale of the Property is not consummated with the prospective third-party purchaser within 180 days after Tenant’s rejection, Tenant’s Purchase Right shall be reinstated.