River's Edge - Second Amendment to Contract



Exhibit 10.143

 

SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT

           
This Second Amendment to Purchase and Sale Contract (this
“Amendment”) is made as of September 25, 2008, between CONCAP RIVER’S
EDGE ASSOCIATES, LTD. (“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 18, 2008, with respect to the sale of certain
property described therein (as amended by a First Amendment to Purchase and Sale
Contract dated September 15, 2008, 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.     
Credit to Purchaser.  At the Closing, Purchaser shall receive
a credit against the Purchase Price in the amount of $105,000.00 in connection
with certain capital improvements and repairs to the Property. 

3.     
Feasibility Period.      The Feasibility
Period, set forth in Section 3.1 of the Agreement, is hereby extended to
September 26, 2008.

4.     
Right to Terminate.  Purchaser’s right to terminate
under Section 3.2 of the Agreement shall be strictly limited to Purchaser’s
ability to obtain financing in connection with the purchase of the Property (the
“Termination Event”).  Purchaser hereby acknowledges and agrees
that, except for the Termination Event, Purchaser's right to terminate under
Section 3.2 of the Agreement for any of the matters in Section 3.1 of the
Agreement (including, without limitation, any matters pertaining to title,
survey, or the financial, physical or environmental condition of the Property)
shall be permanently waived. 

5.     
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:

 

                                                                       
CONCAP RIVER'S EDGE ASSOCIATES, LTD., 
     
                                                                 
a Texas limited partnership 
     
                                                                             

                                                                       
By:    CONCAP CCP/IV RIVER'S
EDGE
                                                                                 PROPERTIES,
INC., a Texas 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/Mark Hamilton

                                                                       
Name:  Mark Hamilton

Title: 
CEO