Bronson Place - Fourth Amendment



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 (“Purchaser’s 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 Purchaser’s 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 deliver’s Purchaser’s 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