ex108formofsecondamendme






                                                                 EXHIBIT 10.8           SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT          This Second Amendment to Purchase and Sale Agreement (this “Amendment”) dated as  of the Effective Date (as hereinafter defined) is by and between ABP ___ (____________) 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        October 16, 2019 pertaining to the proposed sale by Seller to Buyer of certain real property        more  particularly  described  therein  (the  “Original Agreement”),  as  amended  by  that        certain First Amendment to Purchase and Sale Agreement dated as of November 20, 2019        (the “First Amendment” and, together with the Original Agreement, collectively referred        to herein as the “Agreement”).   B.    Buyer and Seller desire to extend the Due Diligence Deadline and the Closing Deadline.   C.    The parties also desire to amend certain provisions of the Agreement regarding the Lease.   D.    The parties also hereby confirm their mutual intent that the Lease and the Related Leases        (as hereinafter defined) create and constitute an integrated and unified agreement between        them and, but for execution and delivery of the Related Leases, they would not enter into        the Lease.                                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  and incorporated in this Amendment and the Agreement. 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 or  the  Lease,  as  applicable.  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.    Due Diligence Deadline.  The definition of “Due Diligence Deadline” in Schedule A to the  Agreement is hereby deleted in its entirety and replaced with the following definition:  ‘“Due  Diligence Deadline’ shall mean 6:00 P.M. Eastern time on December 20, 2019.”                                          1 





 






                                                                 EXHIBIT 10.8   3.    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 December 31, 2019”.   4.    Lease Amendment regarding Security Deposit. The following is added as Section 9.17(c)  of the Lease:   “(c) Following  an  Event  of  Default  (and,  for  the  avoidance  of  doubt,  taking  into  account  any  applicable cure period under the Lease), Landlord may use, apply or retain the whole or such  portion of the Security Deposit as is required for the reimbursement or payment of any sum then  payable or due and owing by Tenant under the terms of this Lease in respect thereof that is not  timely paid by Tenant under the terms of this Lease.”   5.    Headings.  The headings to sections of this Amendment are for convenient reference only  and shall not be used in interpreting this Amendment.   6.    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.   7.    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.   8.    Counterparts.  This Amendment may be executed in counterparts, and all such counterparts  shall when taken together, constitute one and the same instrument.   9.    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 page intentionally left blank]                                                                    2 





 






                                                                 EXHIBIT 10.8                 IN WITNESS WHEREOF, Seller and  Buyer have executed this  Amendment as  of the  Effective Date.                                             SELLER:                                                                                  ABP ___ (____________) LLC                                         a Delaware limited liability company                                                                                  By:                                                                             Name: Justin B. Heineman                                         Title: Vice President and Corporate Secretary                                                                                  Date signed: December ___, 2019                                                                                  BUYER:                                                                                  BIG ACQUISITIONS LLC, a Delaware limited                                         liability company                                                                                                                           By:                                                                             Name:                                                                           Title:                                                                                                                   Date signed: December ___, 2019                                                                                       3