Exhibit 10.15
SECOND AMENDMENT TO PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO PURCHASE AGREEMENT ("First Amendment") is made as
of the 28th day of August, 2001, by and between Waterton Rock, Limited, an
Arkansas limited partnership ("Seller") and KelCor, Inc., a Missouri corporation
("Buyer").
WITNESSETH:
WHEREAS, Seller and Buyer executed that certain Purchase Agreement dated as
of July 10, 2001, as amended by that certain First Amendment to Purchase
Agreement dated August 9, 2001 (the "Original Contract") pursuant to which
Seller agreed to sell to Buyer, and Buyer agreed to purchase from Seller, that
certain parcel of land and improvements commonly known as The Landings at Rock
Creek, located in Little Rock, Arkansas (the "Property"); and
WHEREAS, the parties hereto desire to amend the Original Contract in
accordance with the terms and conditions specified herein.
NOW, THEREFORE, in consideration of the foregoing covenants and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Definitions. The foregoing recitals are hereby incorporated into this
Second Amendment. All capitalized terms not defined herein shall have the
same meaning ascribed to them in the Original Contract. The Original
Contract as hereby amended shall be referred to collectively as the
"Contract" and all references in the Original Contract to "this Agreement",
"the Agreement," or "herein" or similar terms shall mean the Original
Contract, as amended by this First Amendment.
2. Lender Approval Period. Paragraph 3(D)(2) of the Original Contract is
hereby modified to change the Lender Approval Period to September 21, 2001.
If Buyer fails to obtain the Lender Approval by such date, Buyer shall have
the right to terminate the Agreement in accordance with the terms of
Paragraph 3(D)(2) or the right to extend the Closing Date as provided
below.
3. Closing Date. Paragraph 3B of the Original Contract is hereby modified to
change the Closing Date to September 28, 2001. Paragraph 3(D)(5) of the
Original Contract is modified to provide that Buyer shall have the right
extend the Closing Date for a period not to exceed thirty (30) days to the
extent that Seller is diligently pursuing the Lender Approvals and the
satisfaction of all the Lender requirements.
4. Counterparts; Facsimile Execution. The parties hereto agree that: (a) this
Second Amendment may be executed in several counterparts, each of which
shall be deemed an original and all of which counterparts together shall
constitute one and the same instrument, and that executed counterpart
originals shall be satisfactory for purposes of enforcing this Second
Amendment; and (b) original signatures transmitted via facsimile shall be
acceptable for purposes of executing this Second Amendment. If counterpart
originals are executed and/or original signatures are transmitted by
facsimile, the parties hereto shall endeavor in good faith to deliver to
each other executed counterpart originals within ten (10) days from the
date hereof.
5. Effect of Modification. Except as expressly modified by this Second
Amendment, the terms and conditions of the Original Contract shall
otherwise remain in full force and effect, without change.
IN WITNESS WHEREOF, the parties hereto have duly executed and sealed this
Second Amendment as of the date first above written.
SELLER:
WATERTON ROCK, LIMITED,
an Arkansas limited partnership
By: Waterton Rock Investors, Limited,
an Arkansas limited partnership
By: SV L.L.C., an Illinois limited liability company
Its general partner
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Member
BUYER:
KelCor, INC.,
a Missouri corporation
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
