EXHIBIT 10.2
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
This First Amendment to Purchase and Sale Agreement (the "Amendment")
is dated as of January 6, 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 dated as of November 27, 2002 for certain premises located in
Newburyport, Massachusetts and known as 4 Xxxxxxx Xxxxxx Drive (the
"Agreement"); and
WHEREAS, Buyer and Seller desire to extend the due diligence period set
forth in the Agreement with respect to title and survey as 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. Due Diligence Period. Notwithstanding any provision of the Agreement
to the contrary, the "Due Diligence Period" with respect to title and survey
shall expire on Friday, January 10, 2003. Buyer hereby (i) waives its objections
to all other diligence matters, other than title and survey, with respect to the
Property, and (ii) reserves all of Buyer's rights in connection with Buyer's
review of title and survey relating to the Property.
3. 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.
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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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