Bronson Place - Thrid Amendment to Contract



Exhibit 10.25

 

THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT

           
This Third Amendment to Purchase and Sale Contract (this
“Amendment”) is made as of October 28, 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.     
Purchase Price.  The first 2 lines of Section 2.2 of the
Agreement shall be deleted and replaced as follows:  

“The
total purchase price ("Purchase Price") for the Property shall be
an amount equal to Seven Million Four Hundred Thousand  Dollars
($7,400,000.00), payable by Purchaser as follows:”

3.     
Additional Deposit.    Notwithstanding anything to
the contrary contained in Section 2.2.2 of the Agreement, within 1 Business Day after the
date of this Amendment, Purchaser shall deliver to Escrow Agent the Additional
Deposit by wire transfer of Good Funds.

4.     
Feasibility Period.      The Feasibility
Period, set forth in Section 3.1 of the Agreement, is hereby extended to
November 7, 2008.

5.     
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 (x) Purchaser has completed its due diligence investigations of the
Property and accepts the Property (including, without limitation, the title,
survey, physical and financial condition of the Property) as of the date of this
Amendment in its current “as is”, “where is” condition, “with all faults”, and
(y) except for the Termination Event, Purchaser's right to terminate under
Section 3.2 of the Agreement for any of the matters set forth in Section 3.1 of
the Agreement shall be permanently waived.  

6.     
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