Fourth Amendment to Purchase and Sale Contract between United Investors Income Properties and Hamilton Zanze & Company
This amendment updates the original Purchase and Sale Contract between United Investors Income Properties and Hamilton Zanze & Company. It extends the feasibility period for the buyer to December 8, 2008, and sets a new closing date of December 12, 2008, with an option for the buyer to extend the closing to December 30, 2008, by providing notice and an additional deposit. All other terms of the original agreement remain in effect.
Exhibit 10.26
FOURTH AMENDMENT TO PURCHASE AND SALE CONTRACT
This Fourth Amendment to Purchase and Sale Contract (this Amendment) is made as of November 7, 2008, between UNITED INVESTORS INCOME PROPERTIES (A MISSOURI LIMITED PARTNERSHIP) (Seller) and HAMILTON ZANZE & COMPANY(Purchaser).
W I T N E S S E T H:
WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Contract, dated as of August 20, 2008, with respect to the sale of certain property described therein (as amended, the Agreement); and
WHEREAS, Seller and Purchaser desire to amend certain provisions of the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the sum of $10.00 and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Capitalized Terms. Capitalized terms used in this Amendment shall have the meanings given to them in the Agreement, except as expressly otherwise defined herein.
2. Feasibility Period. The Feasibility Period, set forth in Section 3.1 of the Agreement, is hereby extended to December 8, 2008.
3. Closing Date. The first sentence of Section 5.1 of the Agreement shall be deleted and replaced as follows:
The Closing shall occur on December 12, 2008 (time being of the essence), provided, however, Purchaser shall have the one-time right, by delivering written notice (Purchasers Adjournment Notice) to Seller not later than December 8, 2008, to adjourn the Closing to December 30, 2008 (time being of the essence) (the actual date on which the Closing occurs is referred to herein as the "Closing Date"), provided that Purchaser shall, concurrently with the delivery of Purchasers Adjournment Notice, deliver to Escrow Agent an additional deposit of $1,000,000.00 (the Adjournment Deposit). The Adjournment Deposit shall be deemed part of the Deposit. If Purchaser timely delivers Purchasers Adjournment Notice, then Purchaser shall be deemed to waive all rights Purchaser has to terminate this Contract under Section 3.2 hereof.
4. Miscellaneous. This Amendment (a) supersedes all prior oral or written communications and agreement between or among the parties with respect to the subject matter hereof, and (b) may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute a single instrument and may be delivered by facsimile transmission, and any such facsimile transmitted Amendment shall have the same force and effect, and be as binding, as if original signatures had been delivered. As modified hereby, all the terms of the Agreement are hereby ratified and confirmed and shall continue in full force and effect.
[Signature Page to Follow]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year hereinabove written.
Seller:
UNITED INVESTORS INCOME PROPERTIES (A MISSOURI LIMITED PARTNERSHIP),
a Missouri limited partnership
By: UNITED INVESTORS REAL ESTATE, INC.,
a Delaware corporation,
its general partner
By: /s/Brian J. Bornhorst
Name: Brian J. Bornhorst
Title: Vice President
Purchaser:
HAMILTON ZANZE & COMPANY,
a California corporation
By: /s/Tony Zanze
Name: Tony Zanze
Title: CFO