Exhibit 2(b)
ADDENDUM
TO
PURCHASE AGREEMENT
THIS ADDENDUM TO PURCHASE AGREEMENT (the "Addendum") is entered into as
of the 19th day of September, 2001, by and between OPEN PLAN SYSTEMS, INC.
("Seller") and ENA DRIVE, L.L.C. ("Purchaser").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Seller and Purchaser entered into that certain Purchase
Agreement, with an Effective Date as of August 21, 2001 (the "Agreement"), for
the purchase and sale of the property described therein (the "Property"); and
WHEREAS, pursuant to Section 10 of the Agreement, the Agreement
provides for a Closing within 35 days of the Effective Date, which date of
Closing is September 25, 2001 (the "Closing Date"); and
WHEREAS, the Study Period and all Study Period Extensions under Section
16 of the Agreement have expired and Purchaser has not exercised its right to
terminate the Agreement thereunder; and
WHEREAS, in order to fund the Net Purchase Price through financing to
be obtained from Michigan National Bank, the Purchaser has requested an
extension of the Closing Date; and
WHEREAS, the Seller desires to grant such request pursuant to the
following terms and conditions.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. The foregoing recitals are hereby incorporated herein.
2. All defined terms hereunder shall have the same meaning as set
forth in the Agreement unless otherwise defined herein.
3. Purchaser hereby acknowledges and agrees that (i) the Study Period
and all Study Period Extensions have expired, (ii) all necessary due diligence,
inspections, reviews and evaluations of the Property and the transaction have
been performed and Purchaser is satisfied with the results of such due
diligence, inspections, reviews and evaluations, and (iii) Purchaser has not
exercised its right to terminate the Agreement pursuant to Section 16 thereof,
and any right to terminate under Section 16 has lapsed.
4. Notwithstanding anything contained in the Agreement to the
contrary, the Closing Date shall be October 5, 2001 or such earlier date as
shall be mutually agreeable to the parties hereto. TIME IS OF THE ESSENCE.
5. Notwithstanding Seller's agreement to extend the Closing Date,
Purchaser acknowledges and agrees that its ability to obtain financing for the
purchase of the Property is not, and shall not be or become, a condition
precedent to Closing.
6. Seller and Purchaser agree that the form of Assignment and
Assumption Agreement attached hereto as Exhibit A is satisfactory to the parties
in all respects, and that except for completion of the exhibits and execution
and delivery by the parties thereto, the attached Assignment and Assumption
Agreement otherwise satisfies the requirements of Section 11(A)(3) and Section
17(A)(4) of the Agreement. The parties acknowledge that Purchaser has not
received satisfactory environmental indemnification from Contractor (as
contemplated by Section 20 of the Agreement) and therefore Seller's
indemnification in Section 20 shall remain in effect in accordance with the
terms thereof.
7. The parties hereby ratify and agree that the Agreement, as
modified by this Addendum, is in full force and effect. All terms and conditions
of the Agreement not amended by this Addendum shall remain in effect.
8. This Addendum may be executed in two (2) or more counterparts,
each of which shall be deemed an original hereof, but all of which, together,
shall constitute a single agreement.
IN WITNESS WHEREOF, Seller and Purchaser have executed this Addendum as
of the date and year set forth above.
SELLER:
OPEN PLAN SYSTEMS, INC.
/s/ Xxxxxx X. Xxxxxx, Xx.
-----------------------------------
By: Xxxxxx X. Xxxxxx, Xx.
(Purchaser's execution hereof is on the following page)
PURCHASER:
ENA DRIVE, L.L.C.
/s/ Xxxxxx Xxxxx
---------------------------------
By: Xxxxxx Xxxxx
