FOURTH AMENDMENT TO PURCHASE AGREEMENT
This Fourth Amendment to Purchase Agreement (the
"Fourth Amendment") dated the 17th day of February, 2004, by
and between AEI REAL ESTATE FUND XVIII LIMITED PARTNERSHIP a
Minnesota limited partnership of 0000 Xxxxx Xxxxx Xxxxx, Xx.
Xxxx, Xxxxxxxxx ("Seller") and TEXAS TACO CABANA, LP, a
Texas limited partnership of 0000 Xxxxxx Xxxxx, Xxxxx 000,
Xxx Xxxxxxx, Xxxxx 00000 ("Buyer").
RECITALS
WHEREAS Seller and Buyer entered into a certain
Purchase Agreement dated May 21, 2003 covering real property
commonly known as 0000 Xxx Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxx
and more particularly described therein (the "Purchase
Agreement"); and
WHEREAS by First Amendment to Purchase Agreement dated
July 18, 2003 the Seller and Buyer extended the Due
Diligence Period thirty (30) days to expire August 20, 2003;
and
WHEREAS by Second Amendment to Purchase Agreement dated
August 12, 2003, the Seller and Buyer extended the Due
Diligence Period sixty (60) days beyond August 20, 2003,
which Due Diligence Period expires October 20, 2003; and
WHEREAS by Third Amendment to Purchase Agreement dated
October 16, 2003, the Seller and Buyer extended the Due
Diligence Period beyond October 20, 2003, which Due
Diligence Period expires February 17, 2004; and
WHEREAS Buyer and Seller desire to amend the Purchase
Agreement to extend the Due Diligence Period beyond February
17, 2004; and
WHEREAS Buyer and Seller desire to further amend the
Purchase Agreement to reduce the Purchase Price by One
Hundred Thousand and 00/100 Dollars ($100,000.00);
NOW, THEREFORE, for and in consideration of the sum of
ten and 00/100 Dollars ($10.00) the terms, conditions and
mutual covenants and agreements contained herein, and other
good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, Seller and Buyer agree to
amend the terms of the Purchase Agreement as follows:
1. The introduction and Whereas paragraphs above are
incorporated into this section by reference as if more
fully set forth herein.
2. All capitalized terms used herein shall have the same
meaning as ascribed to them in the Purchase Agreement
unless a contrary meaning is specifically set forth herein.
3. Section 6 of the Purchase Agreement is hereby amended
to extend the Due Diligence Period so that the Due Diligence
Period shall now expire midnight April 16, 2004. The Due
Diligence Period may, at Buyer's option, be extended for two
(2) additional, thirty (30) day periods (each, an "Extension
Period"), by Buyer providing written notice thereof to
Seller. If at any time during the Due Diligence Period or
Extension Period thereof, Buyer, in its sole discretion,
determines that the Property is not suitable for Buyer's
intended use, Buyer may terminate this Agreement and obtain
a full refund of the Deposit together with interest thereon.
4. Section 3 of the Purchase Agreement is hereby deleted
and replaced with the following:
3. PURCHASE PRICE. The purchase price for this
Property is $1,645,000 all cash."
5. All other dates in the Purchase Agreement that are
dependent upon the Due Diligence Period shall be calculated
based on the expiration date for the Due Diligence Period of
April 16, 2004 (or as may be extended as provided in Section
6 as amended) all established by this Fourth Amendment.
6. Except as modified herein, all other terms,
conditions, and covenants in the Purchase
Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties have hereunto signed
this Fourth Amendment.
TEXAS TACO CABANA, LP
By: Taco Cabana Management,
Inc., a Texas corporation, its
general partner
By: /s/ Xxxxxxx X Xxxxx
Name: Xxxxxxx X Xxxxx
Title: Vice President
AEI REAL ESTATE FUND XVIII LIMITED
PARTNERSHIP
By: AEI Fund Management XVIII,
Inc., a Minnesota corporation its
general partner
By: /s/ Xxxxxx X Xxxxxxx
Name: Xxxxxx X Xxxxxxx
Title: President
