FIRST AMENDMENT TO PHASE I OPTION AGREEMENT
(2101 Xxxxxxx Option)
THIS FIRST AMENDMENT TO PHASE I OPTION AGREEMENT is dated this 10th day of
April, 1999, by and between Hillcrest Development ("Owner") and R & D Systems,
Inc. ("Buyer").
RECITALS:
1. Owner and Buyer entered into a Phase I Option Agreement dated
February 10, 1999 with respect to property commonly known as 2101 Xxxxxxx and
659 Cleveland together with surface parking parcels (the "Option Agreement").
2. The parties wish to amend the Option Agreement on the terms and
conditions hereafter set forth.
NOW, THEREFORE, in consideration of the foregoing, the parties agree as
follows:
1. Paragraph 4(d) of the Option Agreement is restated to read as follows:
(d) Owner will use its best efforts to see that all tenants of
the Property who generate, store, or dispose hazardous materials do
so in accordance with applicable law. Owner will not hereafter
knowingly lease the Property to tenants who engage in the business of
generation and/or storage of hazardous materials and will insert in
all new leases hereinafter entered into a prohibition of such
business of generation and/or storage of hazardous materials but the
foregoing shall not be breached if any tenant, without Owner's
consent or knowledge, engages in such activities. Owner will take
appropriate action to terminate the rights of any tenant who violates
such prohibition or who generates, stores or disposes of hazardous
materials in violation of applicable law to the extent such leases
permit such action.
2. Paragraph 4 of the Option Agreement is amended to include the following
subparagraph:
(w) Seller will cause all underground storage tanks to be
registered in accordance with Environmental Law.
3. A new Section IX(y) to the Purchase Agreement attached as Exhibit B to
the Option Agreement is hereby added as follows:
(y) Seller will on or about April 1, 1999 institute and maintain
an operations and maintenance program for asbestos containing
building materials in compliance with all applicable laws.
4. Section IX(u) to the Purchase Agreement attached as Exhibit B to the
Option Agreement is hereby amended as follows:
(u) Seller will use its best efforts to see that all tenants of
the Property who generate, store, or dispose hazardous materials do
so in accordance with applicable law. Seller will not hereafter
knowingly lease the Property to tenants who engage in the business of
generation and/or storage of hazardous materials and will insert in
all new leases hereinafter entered into a prohibition of such
business of generation and/or storage of hazardous materials but the
foregoing shall not be breached if any tenant, without Seller's
consent or knowledge, engages in such activities. Seller will take
appropriate action to terminate the rights of any tenant who violates
such prohibition or who generates, stores or disposes of hazardous
materials in violation of applicable law to the extent such leases
permit such action.
5. Section X(b) to the Purchase Agreement attached as Exhibit B to the
Option Agreement is hereby amended by including the following subparagraphs:
(xi) Operations and Maintenance Plan for asbestos containing
building materials present at the Property.
(xii) Evidence that the underground storage tanks located on the
Property have been registered in accordance with Environmental Law.
6. Except as provided for above, all the terms and conditions of the
Option Agreement shall remain in full force and effect.
OWNER: BUYER:
Hillcrest Development R & D Systems, Inc.
By: /s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxx
Its: General Partner Its: President
