SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
EXHIBIT
10.2
SECOND
AMENDMENT TO
This
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Second
Amendment”)
is
entered into as of the 5th
day of
August, 2008, by and between Brookside Properties, Inc., a Tennessee corporation
(“Buyer”),
and
TRB Chattanooga LLC, a Tennessee limited liability company (the “Seller”).
R E C I T A L S:
WHEREAS,
Seller and Buyer entered into a Purchase and Sale Agreement dated as of July
17,
2008, as amended by First Amendment to Purchase and Sale Agreement dated as
of
August 1, 2008 (as it may be amended from time to time, the “Agreement”)
with
regard to certain real property more particularly described in the Agreement;
and
WHEREAS,
Seller and Buyer desire to further amend certain terms and provisions of the
Agreement pursuant to the terms hereof.
NOW,
THEREFORE, for and in consideration of the foregoing premises and other valuable
considerations, the receipt and sufficiency of which are hereby acknowledged,
Seller and Buyer hereby further amend the Agreement as follows:
1. Defined
Terms.
Capitalized terms not otherwise defined herein shall have the meanings set
forth
in the Agreement.
2. Amendment.
The
first sentence of Section
5(c)
of the
Agreement is hereby deleted in its entirety and the following is hereby inserted
in its place:
“Buyer
shall have until August 6, 2008 (the “Inspection
Period”)
within
which to examine the Property and to conduct title examinations, soil tests,
non-invasive environmental surveys and/or audits, non-invasive mechanical and
structural studies and analyses, make surveys, obtain financing for the purchase
of the Property and conduct all other investigations of the Property as Buyer
deems necessary to determine whether the Property is suitable and satisfactory
to Buyer.”
3. Governing
Law.
This
Second Amendment shall be governed by and construed in accordance with the
laws
of the State of Tennessee.
4. Counterparts.
This
Second Amendment may be executed by each of the parties hereto in separate
counterparts with the same effect as if all parties hereto executed the same
counterpart. Each such counterpart shall be deemed an original and all of such
counterparts together shall constitute one and the same instrument. A
counterpart executed by a party hereto and transmitted to the other parties
hereto via facsimile or electronic mail transmission will have the same effect
as the delivery of the original counterpart.
5. Full
Force and Effect.
Except
as herein modified and amended, the terms and conditions of the Agreement shall
remain in full force and effect.
IN
WITNESS WHEREOF, the parties hereto have executed this Second Amendment as
of
the date first written above.
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BUYER:
Brookside
Properties, Inc., a Tennessee corporation
By:_________________________________________
Print
Name:_________________________________
Title:________________________________________
SELLER:
TRB
Chattanooga LLC, a Tennessee limited liability company
By:_________________________________________
Print
Name:________________________________
Title:_____________________________________
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