EXHIBIT 2.4
ADDENDUM TO
REAL ESTATE PURCHASE AGREEMENT
This Addendum is made this 30th day of May, 2001, between AMCON
DISTRIBUTING COMPANY, a Delaware corporation ("Purchaser") and XXXXXX
X. XXXXXXX and XXXXXX X. XXXXXXX, husband and wife (collectively
"Seller"). On February 8, 2001, Buyer and Seller entered into a Real
Estate Purchase Agreement (the "Agreement").
This Addendum Agreement is hereby amended, effective May 1, 2000, as
follows:
1. Section 3 of the Agreement is amended and restated in its
entirety to read as follows:
3. PURCHASE PRICE. The purchase price for the Property shall
be an amount equal to Six Million Five Hundred Thousand Dollars
($6,500,000) ("Purchase Price ), which shall be payable as follows:
(a) An amount equal to Six Million Four Hundred Thousand
Dollars($6,400,000) shall be due and payable at the
closing, plus or minus prorations, as hereinafter
provided.
(b) An amount equal to One Hundred Thousand Dollars
($100,000), to be held in escrow by Xxxxx County
Abstract & Title Co., shall be due and payable upon
completion of all construction, including but not
limited to, construction of the lunchroom, bathroom,
transportation office, room around the compressors,
concrete, ventilation system and striping the parking
lot, subject to inspection and approval by Purchaser
in its sole discretion; provided that such amount
shall be reduced by any payments made by Purchaser
after the date of closing relating to such
construction.
2. The first sentence of Section 5 of the Agreement is amended to
read as follows:
5. CONDITIONS PRECEDENT. Purchaser's obligation to purchase the
Property is contingent on the satisfaction, in Purchaser's sole
discretion, or waiver by Purchaser of the following conditions
("Conditions Precedent") by not later than June 1, 2001:
3. A new paragraph (j) is added to Section 5 of the Agreement which
reads as follows:
(j) Purchaser shall have received from Conveyor Craft, Inc.,
For Your Convenience, Pick-to-Light, Continental Sprinkler and St.
Onge Company certification that the entire purchase price for the
purchase and installation of the rack, track and associated
computerization equipment has been paid in full.
4. The second-to-last paragraph of Section 5 of the Agreement is
amended to read as follows:
Purchaser and Seller agree to use best efforts in order to satisfy
each of the conditions to be satisfied by them as set forth above. In
the event any of the Conditions Precedent are not satisfied, approved
or waived by Purchaser, in its sole discretion, by Closing, Purchaser
may terminate this Agreement, in which event the parties shall be
released from further liability except as otherwise provided herein.
Purchaser's failure to terminate this Agreement as provided in this
Section 5 shall constitute a waiver of any Conditions Precedent not
otherwise met or satisfied.
5. Section 8(a) of the Agreement is amended and restated in its
entirety to read as follows:
8. CLOSING.
(a)Time. Closing shall take place on the same date as, and
will be contingent on, the closing of the Asset Purchase Transaction;
provided that all Conditions Precedent contained in this Agreement
have been satisfied in Purchaser's sole discretion or waived by
Purchaser. Absent a default by Seller under this Agreement, or
Purchaser's termination of the Agreement pursuant to a right of
termination provided to Purchaser under this Agreement, this Agreement
shall terminate upon the failure of the closing to occur on or before
June 1, 2001.
6. Section 12(a) of the Agreement is amended and restated in its
entirety to read as follows:
12. INDEMNIFICATION.
(a)Seller agrees to indemnify and hold Purchaser and its
nominees, permitted successors, assigns, parent company (if any),
officers, directors, partners, agents and employees, harmless of and
from any and all liabilities, claims, causes of action, penalties,
demands and expenses, of any kind or nature whatsoever (except those
items which by this Agreement specifically become the obligation of
Purchaser) to the extent arising out of, resulting from, relating to,
or incident to the Property prior to and including the date of closing
or which are in any way related to the ownership, maintenance or
operation of the Property prior to the closing, and all expenses
related thereto, including, without limitation, court costs and
attorneys' fees. Additionally, but not in lieu of Seller's
affirmative undertakings set forth in this Section 12, Seller hereby
indemnifies and agrees to defend and hold harmless Purchaser and its
respective nominees, permitted successors, assigns, parent company (if
any), officers, directors, partners, agents and employees, from and
against any and all debts, liens, claims, causes of action,
administrative orders and notices, costs (including, without
limitation, response and/or remedial costs), personal injuries,
losses, damages, liabilities, demands, interest, fines, penalties and
expenses, including reasonable attorneys' fees and expenses,
consultants' fees and expenses, court costs and all other out-of-
pocket expenses, suffered or incurred by Purchaser and/or its grantees
(a) as a result of the breach of Seller's representations and
warranties contained herein, (b) to the extent arising as the result
of Seller's discussions with other parties interested in the
Property, or (c) as a result of any water run-off from the Property
due to any conditions existing at the time of Closing, provided that
Seller is given 30 days in which to remedy the water run-off problem
prior to Buyer incurring any expense unless such right to remedy is
impracticable under the circumstances.
7. Purchaser hereby represents that the conditions precedent in
Sections 5(c), (d), (e) and (f) of the Agreement have been satisfied
or waived as of the date hereof.
8. Purchaser hereby waives its right to inspect and approve the
Property pursuant to Section 5(i) of the Agreement so long as the
Property is in substantially the same condition as it was on
April 30, 2001.
9. Except as set forth in this Addendum, the terms and conditions
set forth in the Agreement shall remain in full force and effect.
[Signatures on following page]
IN WITNESS WHEREOF, the parties hereto have executed this Addendum and
caused the same to be duly delivered on their behalf on the day and
year first written above.
PURCHASER:
AMCON DISTRIBUTING COMPANY
By: Xxxxxxxx X. Xxxxx
----------------------------
Xxxxxxxx X. Xxxxx, President
SELLER:
By: Xxxxxx X. Xxxxxxx
---------------------------
Xxxxxx X. Xxxxxxx
By: Xxxxxx X. Xxxxxxx
---------------------------
Xxxxxx X. Xxxxxxx
