Exhibit 10.3
SECOND AMENDMENT TO AMENDED AND RESTATED
AGREEMENT OF SALE AND PURCHASE
THIS SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF SALE AND
PURCHASE ("Amendment") is being made and entered into as of June 25, 2003, by
and between BANK OF AMERICA, N.A. ("Seller") and FIRST STATES GROUP, L.P.
("Purchaser").
BACKGROUND
A. Seller and Purchaser have entered into an Amended and Restated Agreement
of Sale and Purchase dated April 16, 2003, as amended by a certain First
Amendment to Amended and Restated Agreement of Sale and Purchase dated May 16,
2003 (as so amended, the "Agreement") for the sale and purchase of various
properties as more particularly described therein.
B. Seller and Purchaser desire to further amend the Agreement as set forth
herein.
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. The foregoing recitals are true and correct and are hereby incorporated
as a part of this Amendment. In the event of any conflict between this Amendment
and the Agreement, the terms in this Amendment shall prevail and control.
2. The parties hereto hereby amend the Agreement to extend the Due
Diligence Period, as defined and referenced in Section 1 of the Agreement, such
that the Due Diligence Period shall expire at 12:00 P.M. local Philadelphia
time, June 30, 2003.
3. Except as specifically modified herein, the Agreement shall remain
unchanged and in full force and effect and is hereby ratified and confirmed. A
facsimile copy of this Amendment and any signatures thereon shall be considered
for all purposes as originals.
[Signatures contained on following page.]
IN WITNESS WHEREOF, the parties have executed this Second Amendment to
Amended and Restated Agreement of Sale and Purchase as of the day and year first
set forth above.
BANK OF AMERICA, N.A. FIRST STATES GROUP, L.P.
By: First States Group, LLC
By By:
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Name: Xxxxxxx X. Xxxx Name: Xxxxxx X. Xxxxx Xx.
Title: Associate General Counsel Title: SVP & General Counsel
