FOURTH AMENDMENT TO LETTER LOAN AGREEMENT

3.        Release and Waiver of Claims. In consideration of (0 the modification of certain provisions of the Loan and Loan Documents, as herein provided, and (ii) the other benefits received by Borrower hereunder, Borrower hereby RELEASES, RELINQUISHES and forever DISCHARGES Lender, as well as its predecessors, successors, assigns, agents, officers, directors, employees and representatives, of and from any and all chutes, demands, actions and Owes of action of any and every kind or character, past or present, which Borrower may have against Lender and its predecessors, successors, assigns, agents, officers, directors, employees, and representatives arising out of or with respect to (a) any right or power to bring any claim against Lender for usury or to pursue any cause of action against Lender based on any claim of usury and (b) any and all transactions relating to the Loan or Loan Documents, occurring prior to the date hereof; including any loss, cost or damage of any, kind or character, arising out of or in any way connected with or in any way resulting from the acts, actions or omissions of Lender, and, its predecessors, successors, Assigns, agents, officers, directors, employees, and representatives, inch; ding any breach of fiduciary duty,  breach of any duty of fair dealing, breach of confidence, breach of funding commitment, undue influence, duress, economic. coercion, conflict of interest, negligence, bad faith, malpractice, intentional or negligent infliction of mention distress, tortuous interference with contractual relations, tortuous interference corporate governance or prospective business advantage, breach of contract, deceptive trade practices, libel, slander, or conspiracy, but in each case only to the extent permitted by applicable law.

6,        Miscellaneous, This Fourth Amendment (a) shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns; (b) May be modified or amended only by a writing signed by each party. hereto; (0) may executed by facsimile signatures and iii several or separate counterparts, and each counterpart; when so executed and delivered, shall constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement; and (d). embodies the entire agreement and understanding between the parties with respect to the subject Matter hereof and supersedes all prior agreements, consents and understandings in relating to the subject matter hereof. The headings in this Fourth Amendment shall be accorded no significance in interpreting this instrument.

This Modification, Renewal and Extension. Agreement (" AAA4.-miii,..;) is entered into effective as of January 8, 2011, by and between FIRST STREET SULGIML CENTER, L.P., a Texas limited partnership (the "Borrower"), FIRST STREET HOLDINGS, LTD., a Texas limited partnership (the "Grantor,"), and THE BANK OF RIVER OAKS (the "Lender").

A.       Borrower is legally obligated to pay to Lender all sums due and owing under that certain Promissory Note dated January 8,2008, in the original principal amount of $750,000.00 executed by Borrower and payable to the order of Lender in accordance with the terms set forth therein (the 'Note").

 

D.       The Note and Security Instruments were previously modified, renewed, and extended by instruments dated January 8, 2009, and January 8, 2010, duly recorded under Harris County Clerk's File Number 20090179411 and 20100061741, to which reference is hereby made for all purposes.

NOW, THEREFORE, for and in consideration of the premises contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Borrower, Grantor, and Lender agree as follows:

1.       Recitals, Definitions and References. The foregoing recitations are true and correct. Each of the terms used herein, which are not otherwise defined or modified but which are defined in the Note, shall have the meaning therein ascribed to them.

2.       Outstanding Balance. Borrower and Lender acknowledge that the outstanding balance of the Note, as of the effective date hereof, is 8730,000.00.

3.       Revolving Line. of Credit. Borrower and Lender acknowledge that the Note establishes a revolving line of credit, and therefore, Borrower promises to pay the order Of Lender, the stun of 5750,000.00, or the unpaidprincip.al balance outstanding from all advances made under the Note in accordance with the terms of the Letter Loan Agreement dated January 8, 2008;by and between' Borrower and Lender, as amended.

4.       Renewal and Extension of Maturity Date. The maturity date of the. Note is extended to January 8, 7912. The liens created or mentioned by the Security Instruments are renewed, extended. ratified, and confirmed by Borrower and Grantor in all respects, except to the extent the same have previously been released in writing by Lender.

5.       Interest Rate. Interest shall accrue on the principal balance of the Note, from and after the effective date hereof until maturity, at a rate per annum which shall front day to day be equal to the lesser of (a) Contract Rate or (b) the Maximum Rate. Notwithstanding anything else herein to the contrary, prior to an Event of Default, the Contract Rate' shall never be less than 5.75% per annum.

B.       Borrower agrees to pay all costs and expenses incurred. by Lender in connection with the execution and administration of this Agreement, the modification of the Note and Security Instruments and any other documents executed in connection herewith,

F.       This Agreement may be executed in multiple counterparts, each of which shall constitute an original instrument, all of which will constitute one and the same agreement.