Exhibit 10.12
REVIVAL AND AMENDMENT
OF
PURCHASE AND SALE CONTRACT
THIS REVIVAL AND AMENDMENT OF PURCHASE AND SALE CONTRACT (this "Amendment")
made this ____ day of July 1999, by and between UNITED INVESTORS INCOME
PROPERTIES II, a Missouri limited partnership (the "Seller") and DEG OF
VIRGINIA, L.L.C., a Virginia limited liability company (the "Purchaser"),
recites and provides as follows:
RECITALS
A. Pursuant to the terms of that certain Purchase and Sale Contract, dated May
19, 1999 (the "Purchase Contract"), the Seller agreed to sell and the Purchaser
agreed to acquire certain improved real property, known as the Keebler
Distribution Building, located at 0000 Xxxxxxxxx Xxxxxxxxx, Xxxx xx Xxxxxxxxxx,
Xxxxxxxx, and more particularly described in the Purchase Contract (the
"Property").
By written Notice dated June 24, 1999, the Purchaser elected to terminate the
Purchase Contract prior to the expiration of the Feasibility Period pursuant to
the terms of Section 4.2 of the Purchase Contract.
The Purchaser and the Seller now desire to revive the Purchase Contract and to
amend certain provisions therein, all as more particularly set forth in this
Amendment.
Except as otherwise provided in this Amendment, terms with initial capital
letters shall have the meaning set forth in the Purchase Contract.
AGREEMENT
NOW, THEREFORE, for and in consideration of the premise and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree that the Purchase Contract shall be
revived and amended as follows:
Notwithstanding the termination of the Purchase Contract by the Purchaser, the
parties hereto agree that the Purchase Contract is hereby revived, shall remain
in full force and effect, and is hereby ratified and affirmed in all respects.
The Purchaser acknowledges and agrees that the Feasibility Period under the
Purchase Contract has expired and is willing to proceed with the Closing upon
the terms and provision set forth in the Purchase Contract.
Article 6 of the Purchase Contract shall be amended as follows:
6.1.1 Notwithstanding anything contained in Section 6.1.1 to the contrary,
Closing shall occur on or before July 23, 1999.
6.1.5 At Closing, the Seller shall provide the Purchaser with a credit of
Fifty Thousand Dollars ($50,000) to be applied by the Purchaser after Closing to
the repair and replacement of the roof on the building located on the Property.
This Amendment shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and assigns.
This Amendment shall be governed by, and shall be construed according to, the
laws of the State of Virginia.
To facilitate execution, this Amendment may be executed in as many counterparts
as may be required. It shall not be necessary that the signature on behalf of
both parties hereto appear on each counterpart hereof, and it shall be
sufficient that the signature on behalf of each party hereto appear on one or
more such counterparts. All such counterparts shall collectively constitute a
single agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their duly authorized representatives.
SELLER:
UNITED INVESTORS INCOME PROPERTIES II,
a Missouri limited partnership
By: UNITED INVESTORS REAL ESTATE, INC.,
a Delaware corporation, its general partner
By:____________________________________________
Title: Senior Vice President
Date:___________________________________________
PURCHASER:
DEG OF VIRGINIA, L.L.C., a Virginia limited
liability company
