EXHIBIT 10.3
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Second Amendment to Purchase and Sale Agreement (the "Amendment")
is dated as of January 28, 2003, by and between Berkshire-Newburyport Limited
Partnership, a Massachusetts limited partnership ("Seller") and Varian
Semiconductor Equipment Associates, Inc., a Delaware corporation ("Buyer").
RECITALS
WHEREAS, Seller and Buyer are parties to that certain Purchase and Sale
Agreement (as amended, the "Agreement") dated as of November 27, 2002 for
certain premises located in Newburyport, Massachusetts and known as 0 Xxxxxxx
Xxxxxx Xxxxx, as amended by a First Amendment to Purchase and Sale Agreement
dated as of January 6, 2003 by and between Seller and Buyer; and
WHEREAS, Buyer and Seller desire to amend the Agreement to extend the
Closing Date set forth in the Agreement and as otherwise set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and agreed, Buyer and Seller hereby agree as follows:
1. Capitalized Term. Capitalized terms used herein and not otherwise
defined herein shall have the meanings set forth in the Agreement.
2. Additional Buyer's Conditions to Close. In addition to the other
conditions set forth in the Agreement, as a condition to Buyer's obligation to
close, Seller shall (i) release, terminate and discharge the matters of public
record appearing on Schedule B, Section 2, items 9, 10 and 11 of the Commitment
for Title Insurance dated effective October 29, 2002 Issued by First American
Title Insurance Company, Commitment No. NCSD 4576 BOS1 (the "Commitment"); (ii)
deliver to Buyer an executed original Certificate of Compliance, in recordable
form, in connection with the Order of Conditions recorded in Book 13132, Page
277, or deliver to Buyer such other evidence satisfactory to Buyer, in Buyer's
sole discretion, that the Order of Conditions has been satisfied; and (iii)
deliver to Buyer an executed Certificate of Compliance, in recordable form, in
connection with "Protective Covenants, Lord Xxxxxxx Xxxxxx Industrial Green,
Newburyport, Massachusetts" recorded in Essex South Registry of Deeds, Book
5638, 428.
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3. Closing Date. The Closing Date shall be amended to on or before
February 14, 2003, on a date mutually selected by Buyer and Seller, or in the
absence of such agreement on February 14, 2003, subject to Buyer's right to
extend the Closing Date for two (2) periods of thirty (30) days each pursuant to
Section 2.9(c) of the Agreement.
4. Miscellaneous. Except as amended hereby, the Agreement shall
continue in full force and effect. This Amendment may be executed in counterpart
facsimiles which, taken together, shall constitute a single effective
instrument.
[signature page follows this page]
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Amendment on the day and year first written above.
SELLER:
BERKSHIRE-NEWBURYPORT LIMITED
PARTNERSHIP,
a Massachusetts limited partnership
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
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Title: President
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BUYER:
VARIAN SEMICONDUCTOR EQUIPMENT
ASSOCIATES, INC.,
a Delaware corporation
By: /s/ XXXXXX X. XXXXXXXX
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Name: Xxxxxx X. Xxxxxxxx
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Title: Vice President and Chief
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Financial Officer
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