exhibit102thirdamendment






                                                                  EXHIBIT 10.2             THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT         This Third Amendment to Purchase and Sale Agreement (this “Amendment”) dated as of  the Effective Date (as hereinafter defined) is by and between ABP FL (YULEE) LLC, a Delaware  limited liability company (“Seller”), and BIG ACQUISITIONS LLC, an Illinois limited liability  company (“Buyer”).                                     RECITALS:   A.    Seller and Buyer are parties to that certain Purchase and Sale Agreement dated as of March       19, 2019, as amended by that certain First Amendment to Purchase and Sale Agreement       dated April 29, 2019 and that certain Second Amendment to Purchase and Sale Agreement       dated April 30, 2019 pertaining to the proposed sale by Seller to Buyer of certain real       property more particularly described therein (collectively, the “Agreement”).  B.    The parties desire to amend certain provisions of the Agreement regarding the legal       description of the Property.                               OPERATIVE TERMS:         NOW, THEREFORE, for and in consideration of the foregoing recitals, the mutual  covenants set forth in the Agreement and in this Amendment, Ten Dollars ($10.00) and other good  and valuable consideration in hand paid, the receipt and sufficiency of which are hereby  acknowledged, Seller and Buyer hereby agree as follows:         1.    Recitals; Defined Terms.  The foregoing recitals are true and correct in all material respects.  Capitalized terms and phrases used but not otherwise defined in this Amendment shall  have the meanings ascribed to such terms and phrases in the Agreement.  Unless the context clearly  indicates otherwise, all references to “this Agreement” in the Agreement and in this Amendment  shall hereinafter be deemed to refer to the Agreement, as amended hereby.  As used in this  Amendment (but not for purposes of the Agreement, in which context the definition of the term  “Effective Date” shall remain unchanged), “Effective Date” shall mean the date on which Seller or  Buyer shall have executed this Amendment, as indicated under their respective signatures, whichever  is the later to do so.         2.    Waiver of Due Diligence Termination Right.  Buyer acknowledges that Buyer has completed all Due Diligence Buyer has deemed necessary or appropriate, and, subject to the Seller’s  Warranties, Buyer has confirmed to its satisfaction all information that it considers material to its  purchase of the Property or the Transaction.  Accordingly, Buyer waives any right it may have had  to Terminate the Agreement pursuant to Paragraph 4.3 or 4.5 thereof, based in part on the  modifications to the Agreement set forth in this Amendment.         3.    Port Authority Parcel.  The following new definition is added to Schedule A to the Agreement: “‘Port Authority Parcel’ shall mean that parcel of land shown cross-hatched on  Exhibit O attached hereto, which description shall be replaced at Closing by a legal description  prepared by Buyer’s surveyor and (a) approved by the current owner of the Port Authority Parcel  and (b) sufficient for the Title Company to issue a contiguity endorsement with respect to all  separate parcels of the Real Property.”  The Real Property shall include the Port Authority Parcel.  





 






      4.    Conditions to Buyer’s Obligations.  Paragraph 10.1 of the Agreement is amended by  appending the following new paragraph after subparagraph C thereof:         “D.   Acquisition of Port Authority Parcel.  At Seller’s sole cost and expense and prior        to Closing, Seller shall have acquired the Port Authority Parcel, and at Closing, the Port        Authority Parcel shall be conveyed to Purchaser as a part of the Real Property, all of which        shall be subject only to the Permitted Title Exceptions and consistent with Paragraph 4.3        hereof.”         5.    Closing Deadline. The definition of “Closing Deadline” in Schedule A to the  Agreement is hereby deleted in its entirety and replaced with the following definition: “‘Closing  Deadline’ shall mean May 16, 2019.”         6.    Lease Amendment regarding Rail Service.  The following shall be appended to  Paragraph 5.01(b) of the Lease:         “Tenant acknowledges and agrees that the loss of use of the existing rail spur servicing the        Premises resulting from any loss of rights to use the track existing between the main railroad        line adjacent to the Premises and the sidetrack servicing the Premises will not in and of itself        be deemed a default by Landlord under this Lease or otherwise constitute grounds for        termination of this Lease.”                7.    Headings.  The headings to sections of this Amendment are for convenient reference  only and shall not be used in interpreting this Amendment.         8.    Entire Agreement.  This Amendment contains the entire agreement and  understanding between the parties concerning the subject matter of this Amendment and supersedes  all prior agreements, terms, understandings, conditions, representations and warranties, whether  written or oral, concerning the matters that are the subject of this Amendment.           9.    Force and Effect.  Except as otherwise expressly modified by this Amendment, the  Agreement shall remain in full force and effect.  Seller and Buyer hereby ratify and confirm their  respective rights and obligations under the Agreement, as amended by this Amendment.          10.   Counterparts.  This Amendment may be executed in counterparts, and all such  counterparts shall when taken together, constitute one and the same instrument.         11.   Electronic Execution.  This Amendment may be executed and delivered by  electronic transmission, with the same force and effect as a fully-executed or counterpart original  document.                                                             [Remainder of this page has been intentionally left blank.                          Signatures appear on the following page.]                            





 






      IN  WITNESS  WHEREOF,  Seller  and  Buyer  have  executed  this  Amendment  as  of  the  Effective Date.                                SELLER:                                                              ABP FL (YULEE) LLC,                                a Delaware limited liability company                                                                                             By:   /s/ Justin B. Heineman                                                   Justin B. Heineman                                     Vice President and Corporate Secretary                                                              Date signed:  May 1, 2019                                                                                             BUYER:                                                               BIG ACQUISITIONS LLC,                                an Illinois limited liability company                                                                                              By:   /s/ Michael W. Brennan                                             Name:  Michael W. Brennan                               Title:  Manager                                                              Date signed:  May 1, 2019