-- EXECUTION COPY --
PURCHASE AGREEMENT
FOR
HOLLYWOOD VIDEO PROPERTY
AT
1304 WOODWARD AVENUE
MUSCLE SHOALS, ALABAMA
THIS PURCHASE AGREEMENT (the "Agreement") entered into and
effective as of the 19th day of April , 1999, by and between NOM
Muscle Shoals, Ltd. (the "Seller") and AEI Fund Management, Inc.,
a Minnesota corporation, or its assigns (the "Buyer").
1. PROPERTY. Seller holds an undivided 100% interest in the fee
title to that certain real property legally described in the
attached Exhibit "A" (the "Parcel"). Seller wishes to sell, and
Buyer wishes to purchase, the Parcel and all improvements thereon
developed as a Hollywood Video store (the "Improvement") on the
Parcel (the Parcel and the Improvement collectively, the
"Property").
2. LEASE. The Property is being sold subject to an existing
Lease with Hollywood Entertainment Corporation, (the "Lessee"),
of execution date September 3, 1998 (the " Lease"). Buyer shall
have the right to approve such Lease which approval shall
include, but shall not be limited to, an Opinion of Counsel from
the State in which Property is located regarding the
enforceability of the Lease, to be obtained at Buyer's expense
during the First Contingency Period as hereinafter defined.
3. CLOSING DATE. The closing date for Buyer's purchase of the
Property shall be fifteen (15) days after the end of the First
Contingency Period as herein defined, subject to the Second Due
Diligence Period. (the "Closing Date").
4. PURCHASE PRICE. The purchase price for the Property shall be
one million two hundred seventy-seven thousand dollars
($1,277,000) which price must be supported by an MAI appraisal of
the Property (such appraisal shall be provided by Buyer at no
cost to Seller). If all conditions precedent to Buyer's
obligations to purchase have been satisfied, Buyer shall deposit
the Purchase Price with a nationally recognized title insurance
company acceptable to Buyer as described in Article 6 hereof (the
"Closing Agent") on or before the Closing Date.
Not more than five (5) business days after full execution of this
Agreement, Buyer will deposit twenty thousand dollars ($20,000)
for the purchase of the Property in an escrow account with the
Closing Agent. Such deposit and all interest earned thereon
(collectively, the "Earnest Money") will be credited against the
Purchase Price paid by Buyer at closing when and if the
transaction contemplated herein closes and the sale is completed.
The balance of the Purchase Price shall be deposited by Buyer
into an escrow account with the Closing Agent on or before the
Closing Date. The Earnest Money is nonrefundable following the
expiration of the First Contingency Period as set forth in
paragraph 8.01, except as otherwise set forth herein.
On the Closing Date, the Purchase Price shall be disbursed as
designated in this Agreement.
5. ESCROW. Escrow shall be opened by Seller with the Closing
Agent upon full execution of this Agreement. A copy of this
Agreement will be delivered to the Closing Agent by Seller and
will serve as escrow instructions together with any additional
instructions required by Seller and/or Buyer or their respective
counsels. Seller and Buyer agree to cooperate with the Closing
Agent and sign any additional instructions reasonably required by
the Closing Agent to close escrow upon purchase of the Property.
If there is any conflict between any other instructions to the
Closing Agent and this Agreement, this Agreement shall control.
6. TITLE. Seller shall deliver to Buyer a commitment for an
ALTA Owner's Policy of Title Insurance (ALTA owner - most recent
edition) for the Property, issued by a nationally recognized
title insurance company acceptable to Buyer (the "Title
Company"), insuring marketable title to the Property subject only
to such matters as Buyer may approve and containing such
endorsements as Buyer may require, including extended coverage
and owner's comprehensive coverage (the "Title Commitment"). The
Title Commitment shall show Seller as the present fee owner of
the Property and show Buyer as the fee owner to be insured.
The Title Commitment shall also:
A. include an itemization of all outstanding and pending
special assessments and taxes affecting the Property
and the tax year to which they relate;
B. include a statement as to whether taxes are current,
and if not, show the amounts unpaid; and
C. include the tax parcel identification number and a
statement as to whether the tax parcel includes
property other than the Property to be purchased.
All easements, restrictions, documents and other items affecting
title shall be listed in Schedule "B" of the Title Commitment.
Copies of all instruments creating such exceptions must be
attached to the Title Commitment.
Buyer shall be allowed ten (10) business days after receipt of
the Title Commitment and copies of all underlying documents or
until the end of the First Contingency Period, whichever is later
to be consistent with Article 8.01 hereof, for examination and
the making of any objections to the Title Commitment, said
objections to be made in writing or deemed waived. If any
objections are so made, Seller shall be allowed thirty (30) days
to cure such objections, or in the alternative, to obtain a
commitment for insurable title insuring over Buyer's objections.
If Seller shall decide to make no effort to cure Buyer's
objections, or is unable to obtain insurable title within said
thirty (30) day period, this Agreement shall be null and void and
of no further force and effect and Buyer's Earnest Money shall be
immediately returned to Buyer in full and neither party shall
have any further duties or obligations to the other hereunder.
Buyer shall also have ten (10) business days to review and
approve any easement, lien, hypothecation or other encumbrance
placed of record affecting the Property after the date of the
Title Commitment. If necessary, the Closing Date shall be
extended by the number of days necessary for Buyer to have ten
(10) business days to review any such items. Said ten (10)
business day review period shall commence on the date Buyer is
provided with a legible copy of the instrument creating such
exception to title. Seller agrees to inform Buyer of any item
executed by Seller and placed of record affecting the Property
after the date of the Title Commitment. If any objections are so
made, Seller shall be allowed thirty (30) days to cure such
objections or, in the alternative, to obtain a commitment for
insurable title insuring over BuyerOs objections. If Seller shall
decide to make no effort to cure BuyerOs objections, or is unable
to obtain insurable title within said thirty (30) day period,
this Agreement shall be null and void and of no further force and
effect and the Earnest Money shall be immediately returned to
Buyer in full and neither party shall have any further duties or
obligations to the other hereunder.
7. SITE INSPECTION. Buyer shall have the option to inspect and
approve the Property during the First Contingency Period.
8. DUE DILIGENCE AND CONTINGENCY PERIODS.
8.01 FIRST DUE DILIGENCE DOCUMENTS AND FIRST CONTINGENCY PERIOD.
Buyer shall have until the later of thirty (30) days from the
Date of the Purchase Agreement, or until the end of ten (10)
business days after the delivery of all of Seller provided First
Due Diligence Documents (the "First Contingency Period"), to
conduct all of its inspections, due diligence and review and to
satisfy itself regarding each item, regarding the Property and
regarding this transaction.
The following Due Diligence Documents for the Property are to be
delivered to Buyer by Seller at Sellers expense, unless
specifically designated herein as being obtained by Buyer,:
A. The Title Commitment, of current or recent date and
copies of all exceptions to title listed therein;
B. Existing ALTA As-Built survey of the Property, dated
after the completion of the present improvements on the
Property accompanied by a reliance letter from the
surveyor to Buyer;
C. Copies of the Lease, and all amendments and assignments
thereto;
D. Phase I environmental site assessment report and report
of limited groundwater investigation, prepared by Bhate
Environmental Associates, Inc., environmental
engineers, containing evidence that the Property
complies with all federal, state and local
environmental regulations and of current date and
certified to Buyer.
E. Copies of the insurance certificate for Lessee as
required by the Lease;
F. Final plans and specifications for the Improvements;
G. All documents which the Title Company deems necessary
to support the authority of the persons executing any
documents on behalf of Seller or Lessee;
H. Existing soils report;
I. Permits and licenses issued or required for the
operation of the premises by Lessee, if any;
J. Real estate tax statement;
K. Certificate of Occupancy;
L. MAI appraisal (less than one year old) stating the
value of the Property with the completed improvements
thereon, of current date and certified to Buyer (If
Buyer elects to rely upon the appraisal of the Property
dated August 20, 1998, prepared by Huber & Lamb
Appraisal Group, Inc., Buyer shall pay the cost, if
any, of having the appraisal certified to Buyer.);
M. Seller prepared AIA Certificate of Substantial
Completion executed by the general contractor and
Seller certifying to Seller, as of the completion date
of the Improvements, that the Improvements have been
completed in accordance with the plans and
specifications and the soils report for the Property
and comply with all applicable building, zoning,
energy, environmental laws and regulations and the
Americans with Disabilities Act; and
N. Zoning compliance letter from the municipality or
county exercising land use control over the Property in
form and substance satisfactory to Buyer, to be
obtained by Buyer, to be of current date and certified
to Buyer.
All of the above described documents (A) through (N) are
hereinafter collectively the "First Due Diligence Documents".
In its sole discretion, Buyer may cancel this Agreement for any
reason by delivering a cancellation notice, return receipt
requested, to Seller and Closing Agent prior to the end of the
First Contingency Period. In the event of such cancellation, all
due diligence documents provided by Seller shall be returned to
Seller and the Earnest Money shall be immediately returned to
Buyer in full and neither party shall have any further duties or
obligations to the other hereunder. Such notice shall be deemed
effective upon mailing by Buyer.
8.02 FORM OF CLOSING DOCUMENTS. Prior to the end of the First
Contingency Period, Seller and Buyer shall agree on the form of
the following documents, all to be delivered to Buyer by Seller
on the Closing Date, as set forth in Article 14 hereof:
A. Special warranty deed;
B. Seller's Affidavit;
C. FIRPTA Affidavit;
D. Assignment of the Lease;
E. Assignment of warranties from the party or parties
constructing the Improvements on the Property;
G. Seller prepared AIA Certificate of Substantial
Completion executed by the general contractor and
Seller, certifying to Seller, as of the completion date
of the Improvements, that the Improvements have been
completed in accordance with the plans and
specifications and the soils report for the Property
and comply with all applicable building, zoning,
energy, environmental laws and regulations and the
Americans with Disabilities Act;
H. Estoppel from Lessee;
I. Indemnity from Seller in favor of Buyer for
representations and warranties for which the Landlord
is liable under the Lease, including but not limited to
construction matters;
J. Any documentation modifying the Lease as may be
required by Buyer and agreed to between Buyer and/or
Seller and Tenant; and
K. The assignments of all warranties, and if such
warranties are not unassignable on their face, the
written consents of the assignments thereof by the
party giving the warranty from the party or parties
constructing the Improvements on the Property.
In the event that Seller and Buyer, and where applicable Lessee,
do not reach mutual agreement on the form of the above-described
documents (A) through (K) prior to the end of the First
Contingency Period, this Agreement may be terminated by either
Seller or Buyer and the Earnest Money shall be immediately
returned to Buyer in full and neither party shall have any
further duties or obligations to the other hereunder.
8.03 SECOND DUE DILIGENCE DOCUMENTS AND SECOND CONTINGENCY
PERIOD.
As soon as available, but in any event no less than ten (10)
business days prior to the Closing Date (the "Second Contingency
Period"), Seller shall deliver to Buyer the following items for
Buyer's review and acceptance:
1. Any documents or written summary of facts known to
Seller that materially change or render incomplete,
invalid, or inaccurate any of the First Due Diligence
Documents; and
2. Seller's representation to Buyer that the transaction
contemplated herein does not represent a fraudulent
conveyance by Seller.
All of the above described documents (1) and (2) are
hereinafter collectively referred to as the "Second Due
Diligence Documents".
Buyer shall have ten (10) business days to examine and
accept or reject all of the Second Due Diligence Documents.
If any of the Second Due Diligence Documents are not
acceptable to Buyer, in its sole discretion, Buyer may
cancel this Agreement by delivering a cancellation notice,
as provided herein, to Seller and Closing Agent prior to the
end of the Second Contingency Period. Such notice shall be
deemed effective upon mailing by Buyer. If Buyer so
terminates this Agreement, the Earnest Money shall be
immediately returned to Buyer in full and thereafter neither
party shall have any further duties or obligations to the
other hereunder.
It shall be a condition precedent to Buyer's obligations to close
the purchase of the Property hereunder that, after the date of
any due diligence document and prior to closing, there have been
no material changes in any of the information reflected in the
First or Second Due Diligence Documents.
Until this Agreement is terminated, or the Closing has occurred,
Seller shall deliver to Buyer any documentation, including the
Lease, that comes into Seller's possession and modifies any of
the First or Second Due Diligence Documents, or could render any
of the First or Second Due Diligence Documents materially
inaccurate, incomplete or invalid. Buyer shall, in any event,
have five (5) business days before the Closing Date to review any
such document and to terminate this agreement if such document is
not acceptable to Buyer in its sole discretion. If necessary, the
Closing Date shall be extended by the number of days necessary
for Buyer to have five (5) full business days to review and
approve any such document or documents.
9. CLOSING COSTS. Seller shall pay the following costs of
closing: the owner's title insurance commitment and policy
(including the cost of deletion of any standard exceptions, but
not the cost of any further endorsements), recording costs,
transfer fees, any brokerage fees and the costs of updating and
certifying all Due Diligence Documents unless such costs are
otherwise designated herein as being paid by Buyer. Buyer
represents that it has dealt with no broker in regards to this
transaction other than Wade Lennox of the Lennox / Massell
Companies whose brokerage fee, if any, shall be paid by Seller.
Seller and Buyer shall each pay one-half of the escrow fee. Each
party will pay its own attorneys' fees to close this transaction.
Buyer is to pay any transfer fees or mortgage registration taxes
resulting from its recording of a mortgage or deed of trust on
the Property.
10. REAL ESTATE TAXES AND ASSESSMENTS. Seller represents to
Buyer that to the best of Seller's knowledge all real estate
taxes and installments of special assessments due and payable on
or before the Closing Date have been, or will be, paid in full as
of the Closing Date. It is understood between Seller and Buyer
that all unpaid levied and pending special assessments are paid
by the Lessee and shall be the responsibility of the Lessee under
the Lease after the Closing Date.
In the event Lessee does not pay any special assessments or real
estate taxes that are the responsibility of the Lessee under the
Lease, Seller and Buyer agree to each pay its prorata share of
said assessments or taxes as of the Closing Date.
11. PRORATIONS. As of the Closing Date, Buyer and Seller shall
prorate: (i) all rent due under the Leases, (ii) ad valorem
taxes, personal property taxes, charges or assignments affecting
the Property (on a calendar year basis), (iii) utility charges,
including charges for water, gas, electricity, and sewer, if any,
(iv) other expenses relating to the Property which have accrued
and become delinquent and not paid in the year of closing, as of
the Closing Date based upon the most current ascertainable tax
bill and other relevant billing information, including any
charges arising under any of the encumbrances to the Property. To
the extent that information for any such proration is not
available on the Closing Date, or if the actual amount of such
taxes, charges or expenses differs from the amount used in the
prorations at Closing, then the parties shall make any
adjustments necessary so that the prorations at Closing Date are
adjusted based upon the actual amount of such taxes, charges or
expenses. The parties agree to make such reprorations as soon as
possible after the actual amount of real estate taxes, charges or
expenses prorated at closing becomes available.
12. SELLER'S REPRESENTATIONS AND WARRANTIES. For the Property,
Seller represents and warrants as of this date and to the best of
Seller's actual knowledge that:
A. Except for this Agreement, and the Lease between Seller
and Hollywood Entertainment Corporation, it is not
aware of any other agreements or leases in existence
with respect to the Property.
B. Seller has all requisite power and authority to
consummate the transaction contemplated by this
Agreement and has, by proper proceedings, duly
authorized the execution and delivery of this Agreement
and the consummation of the transaction contemplated
hereunder.
C. Seller does not have any actions or proceedings pending
which would materially affect the Property or Lessee,
except matters fully covered by insurance.
D. The consummation of the transaction contemplated
hereunder, and the performance of this Agreement and
the delivery of the special warranty deed to Buyer,
will not result in any breach of, or constitute a
default under, any instrument to which Seller is a
party or by which Seller may be bound or affected.
E. All of Seller's covenants, agreements, representations
and warranties made herein, and in any and all
documents which may be delivered pursuant hereto, shall
survive the delivery to Buyer of the special warranty
deed and other documents furnished in accordance with
this Agreement for a period of one (1) year and this
provision hereof shall continue to inure to Buyer's
benefit and its successors and assigns.
F. The Property is in good condition, substantially
undamaged by fire and other hazards, and has not been
made the subject of any condemnation proceeding.
G. The use and operation of the Property is currently in
full compliance with applicable local, state and
federal laws, ordinances, regulations and requirements.
H. These Seller's representations and warranties are
deemed to be true and correct as of the Closing Date
and shall survive the closing for a period of one year.
I. To Seller's best knowledge, the Property is not in
violation of any federal, state or local law, ordinance
or regulations relating to industrial hygiene or to the
environmental conditions on, under or about the
Property, including, but not limited to, soil and
groundwater conditions. To Seller's actual knowledge,
there is no proceeding or inquiry by any governmental
authority with respect to the presence of hazardous
materials on the Property or the migration of hazardous
materials from or to other property. Seller has not
caused or permitted the Property to be in violation of
any federal, state or local law, ordinance or
regulations relating to industrial hygiene or to the
environmental conditions on, under or about the
Property, including, but not limited to, soil and
groundwater conditions.
J. The transaction contemplated herein does not represent
a fraudulent conveyance by Seller.
13. BUYER'S REPRESENTATIONS AND WARRANTIES. Buyer represents and
warrants to Seller that:
A. Buyer has all requisite power and authority to
consummate the transaction contemplated by this
Agreement and has, by proper proceedings, duly
authorized the execution and delivery of this Agreement
and the consummation of the transaction contemplated
hereunder.
B. To Buyer's knowledge, neither the execution and
delivery of this Agreement, nor the consummation of the
transaction contemplated hereunder, will violate or be
in conflict with any agreement or instrument to which
Buyer is a party or by which Buyer is bound.
C. These Buyer's representations and warranties deemed to
be true and correct as of the Closing Date and shall
survive the closing for a period of one (1) year.
14. CLOSING.
A. Three (3) days prior to the Closing Date, with simultaneous
copy to Buyer, Seller will deposit into escrow with the Closing
Agent the following documents, for the Property:
1. A Special warranty deed conveying insurable title to
the Property to Buyer, in form and substance as agreed
to between Seller and Buyer during the First
Contingency Period;
2. Estoppel letter from Lessee in form and substance as
agreed to between Seller and Buyer during the First
Contingency Period;
3. Affidavit of Seller in form and substance as agreed to
between Seller and Buyer during the First Contingency
Period;
4. FIRPTA Affidavit in form and substance as agreed to
between Seller and Buyer during the First Contingency
Period;
5. Assignment of Lease in form and substance as agreed to
between Seller and Buyer during the First Contingency
Period;
6. Any documentation modifying the Lease as may be
required by Buyer and agreed to between Buyer and/or
Seller and Lessee during the First Contingency Period;
7. Assignments of all warranties and the written consents
of the assignments thereof by the party giving the
warranty. from the party or parties constructing the
Improvements on the Property;
8. Original insurance policy of Lessee as required by the
Lease;
9. Copy of the final unconditional Certificate of
Occupancy for the Property authorizing Lessee's use and
occupancy of the Property;
10. Certificate of Completion executed by the project's
general contractor and Seller, in form and substance as
agreed to between Seller and Buyer prior to the end of
the First Contingency Period;
11. A down-dated title commitment for an owner's title
insurance policy reflecting only permitted exceptions
approved by Buyer during the First Contingency Period
and including all endorsements required by Buyer with
any Schedule C requirements removed;
12. Copies of any and all certificates, permits, licenses
and other authorizations of any governmental body or
authority which are necessary to permit the use and
occupancy of the Improvements;
13. Project cost statement signed by Seller and itemizing,
at a minimum, the following costs: land acquisition,
building construction and site work;
14. SellerOs indemnification to Buyer for Landlord's
representations and warranties in the Lease, if any;
and
15. The original Lease and any Amendments thereto, executed
by all parties.
B. On or before the Closing Date, Buyer will deposit the
Purchase Price with the Closing Agent;
C. Both parties will sign and deliver to the Closing Agent any
other documents reasonably required by the Closing Agent and/or
the Title Company.
15. TERMINATION. This Agreement may be terminated prior to
closing at Buyer's option and the Earnest Money immediately
returned to Buyer in full in the event of any of the following
occurrences:
A. Seller fails to comply with any of the terms hereof;
B. A default exists in any material financial obligation
of Seller or Lessee;
C. Any representation made or contained in any submission
from Seller or Lessee, or in the Due Diligence
Documents, proves to be untrue, substantially false or
misleading at any time prior to the Closing Date;
D. There has been a material adverse change in the
financial condition of Lessee or there shall be a
material action, suit or proceeding pending or
threatened against Seller which affects Seller's
ability to perform under this Agreement or against
Lessee which affects Lessee's ability to perform under
the Lease;
E. Any bankruptcy, reorganization, insolvency, withdrawal,
or similar proceeding is instituted by or against
Seller or Lessee;
F. Seller or Lessee shall be dissolved, liquidated or
wound up; and
G. Notice given by Buyer pursuant to any right of
termination herein.
16. DAMAGES, DESTRUCTION AND EMINENT DOMAIN. If, prior to the
Closing Date, the Property or any part thereof should be
destroyed or damaged by fire, the elements, or any cause, due to
events occurring subsequent to the date of this Agreement, this
Agreement shall become null and void at Buyer's option, exercised
by written notice to Seller within ten (10) business days after
Buyer has received written notice from Seller of said destruction
or damage. Seller, however, shall have the right to adjust or
settle any insured loss until (a) all contingencies set forth in
Article 8 hereof have been satisfied or waived; and (b) any
period provided for in Article 8 hereof for Buyer to elect to
terminate this Agreement has expired, or Buyer has, by written
notice to Seller, waived Buyer's right to terminate this
Agreement. If Buyer elects to proceed and to consummate the
purchase despite said damage or destruction, there shall be no
reduction in, or abatement of, the respective Purchase Price and
Seller shall assign to Buyer all of SellerOs right, title and
interest in and to all insurance proceeds resulting from said
damage or destruction to the extent that the same are payable
with respect to damage to the Property, subject to rights of the
Lessee.
If, prior to closing, the Property or any part thereof is taken
by eminent domain, this Agreement shall become null and void at
Buyer's option. If Buyer elects to proceed and to consummate the
purchase despite said taking, there shall be no reduction in, or
abatement of, the Purchase Price and Seller shall assign to Buyer
all Seller's right, title and interest in and to any award made,
or to be made, in the condemnation proceeding pro-rata, subject
to rights of the Lessee.
In the event this Agreement is terminated by Buyer as provided
herein, the Earnest Money shall be immediately returned to Buyer
after execution by Buyer of such documents reasonably requested
by Seller to evidence the termination hereof.
17. NOTICES. All notices from either of the parties hereto to
the other shall be in writing and shall be considered to have
been duly given or served if sent by first class certified mail,
return receipt requested, postage prepaid, or by a nationally
recognized courier service guaranteeing overnight delivery to the
party at his/her or its address set forth below, or to such other
address as such party may hereafter designate by written notice
to the other party.
If to Seller: Newton Oldacre McDonald
200 31st Avenue North, Suite 200
Nashville, Tennessee 37203
Attn: Mr. Mark McDonald
Phone: 615-383-6866
If to Buyer: AEI Fund Management, Inc.
1300 Minnesota World Trade Center
30 East Seventh Street
St. Paul, Minnesota 55101
Attn: Robert P. Johnson
Phone: 651-227-7333
Notice shall be deemed received 48 hours after proper
deposit in US Mail, or 24 hours after deposit with a nationally
recognized overnight courier.
18. MISCELLANEOUS.
A. This Agreement may be amended only by written agreement
signed by both Seller and Buyer. All waivers must be in writing
and signed by the waiving party. Time is of the essence. This
Agreement will not be construed for or against a party whether or
not that party has drafted this Agreement. If there is any action
or proceeding between the parties relating to this Agreement, the
prevailing party will be entitled to recover attorney's fees and
costs. This is an integrated agreement containing all agreements
of the parties about the Property and the other matters described
and it supersedes any other agreement or understandings. Exhibits
attached to this Agreement are incorporated into this Agreement.
B. If the transaction contemplated hereunder does not close by
the Closing Date, through no fault of Buyer, Buyer may, at its
election, either extend the Closing Date, exercise any remedy
available to it by law, or terminate this Agreement and receive
the immediate full return of the Earnest Money.
C. At its option, this Agreement shall be assignable by Buyer
to an affiliate(s) of Buyer, in whole or in part and in such
manner as Buyer may determine.
(The rest of this page intentionally left blank.)
IN WITNESS WHEREOF, Seller and Buyer have executed this
Agreement effective as of the day and year above first written.
SELLER: WITNESS:
NOM Muscle Shoals, Ltd. By: /s/ Cynthia M Knight
By: Corporate General, Inc.,
its sole general partner Print: Cyntia M Knight
By: /s/ Mark McDonald
Mark McDonald
Its: Vice President
NOTARY: /s/ Dawn Curtis
commission expires 7/27/2002
BUYER: WITNESS:
AEI FUND MANAGEMENT, INC. By: /s/ Thomas E Lehmann
By: /s/ Robert P Johnson Print: Thomas E Lehmann
Robert P. Johnson
Its: President
NOTARY: /s/ Barbara J Kochevar
[notary seal]
EXHIBIT "A"
LEGAL DESCRIPTION
Colbert County, Alabama, and being more particularly described s
follows: Commence at the NE corner of the SE 1/4 of the SE 1/4
of said Section 34; thence N 88 degrees 53O 26O W. 19.32 feet to
the point of beginning of the tract of land hereby described;
thence S 88 degrees 53O 26O E. 19.32 feet to a point; thence S 89
degrees 15O 31O E. 798.68 feet to a point on the West right of
way line of Woodward Avenue; thence along the West line of
Woodward Avenue, South 310.80 feet to a point; thence leave said
right of way, N 89 degrees 15O W. 337.00 feet to a point; thence
North 60.60 feet to a point; thence West 480.96 feet to a point
on a fence; thence generally along a fence, North 256.60 feet to
the point of beginning of the tract of land hereby described.
TRACT TWO
That tract or lot of land lying in the City of Muscle Shoals,
County of Colbert, State of Alabama, known and described as
follows, to-wit: Lots 477, 478 and 479, known and designated
according to the map and survey of Highland Park Subdivision,
Plat No. 3, as the plat appears in the Office of the Judge of
Probate of Colbert County, Alabama, in Map Book 2, Page 31.
EXHIBIT "B"
FINANCIAL DOCUMENTATION REQUIREMENTS
Prior to closing, the following must be received and
approved by AEI, along with those items specified more
fully in the Purchase Agreement:
I. Representation, satisfactory to Buyer, that the
sale of the Parcel does not constitute a fraudulent
conveyance.
II.Itemized budget of total project cost for the
property to be purchased.
Items I & II above must be signed by an authorized officer of
Seller certifying to the accuracy thereof. The certification
language must read as follows:
"THE UNDERSIGNED HEREBY CERTIFIES AND WARRANTS THAT
THE INFORMATION CONTAINED IN THESE DOCUMENTS IS TRUE
AND CORRECT, UNDERSTANDS THAT AEI IS RELYING UPON
SUCH INFORMATION AS AN INDUCEMENT FOR ENTERING INTO
A PURCHASE TRANSACTION WITH THE UNDERSIGNED, AND
EXPRESSLY REPRESENTS THAT AEI MAY HAVE RELIANCE UPON
SUCH INFORMATION."