SECOND AMENDMENT TO PURCHASE AGREEMENT
THIS SECOND AMENDMENT to Purchase Agreement is dated this 2nd day of
February, 1999, by and between Hillcrest Development ("Seller") and R & D
Systems, Inc. ("Buyer").
RECITALS
1. Seller and Buyer entered into a purchase agreement dated January 22,
1999, for the sale and purchase of real property legally described as Xxxx 0, 0,
00, xxx 00, Xxxxxxx'x Subdivision Number 268, Hennepin County, Minnesota which
Purchase Agreement was amended by that certain First Amendment to Purchase
Agreement dated February 5, 1999 (collectively, the "Purchase Agreement").
2. The parties wish to amend the Purchase Agreement on the terms and
conditions hereafter set forth.
NOW, THEREFORE, in consideration of the foregoing, the parties agree as
follows:
1. Section XXIII is hereby deleted in its entirety and replaced with the
following provision:
CONDITIONS PRECEDENT FOR BOTH SELLER AND BUYER
Notwithstanding any other provision hereof to the contrary, this
Purchase Agreement, including, but not limited to, Section VIII hereof,
shall be null and void and neither party shall hereafter be liable to
the other unless (a) prior to February 11, 1999, both Seller and Buyer
have executed the 2101 Xxxxxxx Option and the Phase II Option; (b) prior
to January 29, 1999, Buyer has delivered to Title the tenant estoppel
letter required by Section VIII and Buyer's Board of Directors approves
the execution of this Purchase Agreement and Buyer delivers a written
copy of such resolution to Seller; and (c) prior to February 26, 1999 at
12:01 P.M. C.S.T. Buyer and Seller have agreed to the form and
substance of the License Agreement, the Parking Easement and the
Management Agreement as defined in Sections XVIII and XXV.
2. Except as provided for above, all the terms and conditions of the
Purchase Agreement shall remain in full force and effect.
Buyer: R & D Systems, Inc.
By: /s/ Xxxxxx X. Xxxxx
Its: President
Seller: Hillcrest Development
By: /s/ Xxxxx Xxxxxxxxx
Its: General Partner
