Bronson Place - Fifth Amendment



Exhibit 10.27

 

FIFTH AMENDMENT TO PURCHASE AND SALE CONTRACT

           
This Fifth Amendment to Purchase and Sale Contract (this
“Amendment”) is made as of December 8, 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 the
Closing Date.

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 31, 2008 (time being of the essence) (the “Closing
Date”).”

4.     
Adjournment Deposit.  Seller hereby waives the requirement
that Purchaser deliver to Escrow Agent the Adjournment Deposit in the amount of
$1,000,000.00.   

5.     
Non-Refundable Deposit.  Notwithstanding anything to the
contrary contained in Section 3.2 of the Agreement, if Purchaser exercises its
right to terminate the Agreement pursuant to Section 3.2 thereof, then (i) the
Agreement shall terminate, (ii) a portion of the Deposit in the amount of
$79,000 shall be delivered to Seller to reimburse Seller for its costs and
expenses in connection with the Agreement, (iii) the balance of the Deposit
(i.e. the Deposit less $79,000) shall be returned to Purchaser, and (iv) this
Contract shall be of no further force and effect subject to and except for the
Survival Provisions.

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/Kurt
Houtkooper               


Name: 
Kurt
Houtkooper               


Title: 
CIO