EXHIBIT 10.1
PURCHASE CONTRACT
THIS AGREEMENT made and entered into this 18th day of
October 1996, between CORNERSTONE REALTY GROUP, INC. or its nominee,
(hereinafter called "Purchaser") and GREENBRIER APARTMENT ASSOCIATES OF
FREDERICKSBURG, L.P., a Virginia Limited Partnership, (hereinafter called
"Seller").
ARTICLE I
THE PROPERTY
1.1 Sale of Property. Seller agrees to sell and
convey, and Purchaser agrees to purchase, Seller's real property known as
GREENBRIER APARTMENTS located in FREDERICKSBURG, VA, with all buildings and
improvements located thereon, as more particularly described in the attached
legal description in Exhibit A (the "Land") including, but not limited to 258
individually heated and air conditioned apartment units, with all appurtenances
(the "Improvements", the Land and Improvements being sometimes hereinafter
referred to as the "Real Property"), together with all appliances, drapes,
carpeting, shrubbery and all other personal property used in connection with the
premises, including, the inventory of personal property to be supplied by Seller
and attached hereto as Exhibit B (the "Personal Property"; such Real Property
and Personal Property hereinafter collectively referred to as the "Property"
unless the context clearly indicates otherwise).
ARTICLE II
PAYMENT OF PURCHASE PRICE
2.1 Purchase Price. The total purchase price shall be
ELEVEN MILLION NINETY NINE THOUSAND FIVE HUNDRED TWENTY FIVE
($11,099,525) DOLLARS as evidenced by cash or cash equivalent at
closing.
2.2 Deposit. $100,000 (the "Earnest Money") to be
placed in escrow at the end of the "Inspection Period" described in
Article VI below. Said deposit shall be placed in escrow with
Title Insurance Corporation or its authorized agent as an earnest
money deposit which may be credited against the purchase price or applied as per
Article XI below.
ARTICLE III
TITLE MATTERS
3.1 Marketable Title. Seller, shall convey good and
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marketable title to the Real Property by General Warranty Deed, subject only to
general taxes for the current year not yet due and payable and utility easements
which do not interfere with the present use of the Property.
(A) Title shall be free from any and all liens or
mortgages and Seller shall be responsible for any prepayment penalties necessary
to deliver such free title.
3.2 Title Defects; Election to Cure. Purchaser
shall at its sole expense obtain a commitment for Title Insurance (the
"Commitment"). If title is not marketable, except as stated above in the
preceding paragraph, Purchaser shall give written notice of any defects in title
to Seller's counsel within fifteen (15) days after Purchaser's receipt of a
title report which report shall include copies of backup documents relating to
any title exceptions, a current survey, a flood zone certification letter and a
Surveyor's Certification letter. Seller may, at its option, elect whether to
cure said defects or by written notice to Purchaser indicate its intention not
to cure.
3.3 Election Not to Cure Defects. Should Seller elect
not to cure title defects, this Agreement, at Purchaser's option, shall be void;
each party shall thereupon be released from all obligations hereunder; and all
deposits shall be immediately returned to Purchaser.
ARTICLE IV
PRORATIONS
4.1 Income and Expense Allocations. The following
shall be prorated as of 12:01 a.m. on October 1, 1996: rents and other income
from the Property; operating expenses (on such service contracts and other
obligations as Purchaser may agree to assume); all real and personal property
taxes for the year of closing (based on the most recent assessment and the most
recent levy); and all water, sewer and utility charges. Seller shall receive
credit for any utility deposits not released to Seller by the utility companies
holding such deposits and which are assignable.
4.2 Closing Costs. Purchaser and Seller shall pay
their customary share of all taxes, recording fees, if any, imposed on the Deed,
or any other documents executed in connection with the transfer of the Property;
it being understood that the Seller customarily pays the Grantor's tax under
Section 58.1-802 of the Code of Virginia and Purchaser is responsible for all
other recording fees and taxes. Purchaser agrees to pay cost of title insurance
and any Survey, engineering and environmental reports related to the Property
and obtained by Purchaser. Seller shall pay any prepayment penalty charged by
the holders of any existing notes. Purchaser and Seller shall each be
responsible for their own attorneys fees.
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4.3 Allocation of Rents. Rents collected by Seller
prior to Closing shall be prorated to the date of closing as agreed in 4.1
above. Purchaser shall apply rents received after Closing first to payment of
the current rent due to Purchaser, then to delinquent rents due to Purchaser,
and last to rents due to Seller as of the Closing but uncollected prior to
settlement. Purchaser agrees to use its best efforts in good faith to collect
the amount of any rental arrears from tenants and Purchaser agrees to remit
promptly to Seller any such arrears actually paid by such tenants to Purchaser.
Seller shall retain the right to commence legal action against a tenant for any
delinquent rent apportioned to the Seller.
4.4 Prior Lease Concessions. Seller shall pay to
Purchaser, in a lump sum at closing, all future monetary concessions which
Seller has given to tenants under leases existing at the time of closing.
ARTICLE V
POSSESSION OF THE PROPERTY
5.1 Possession. Possession of the Property shall be
delivered to Purchaser at closing, subject to the rights of the tenants under
existing leases and rental agreements.
ARTICLE VI
CONDITIONS PRECEDENT TO CLOSING
6.1 Conditions Precedent. Purchaser's obligation to
purchase shall be subject to and contingent upon the satisfaction of the
following conditions precedent:
(A) Receipt by Purchaser of an engineering
report of building and site conditions, satisfactory to Purchaser in its sole
discretion, said report to include in part, a description of any hazardous waste
sites, hazardous wastes and/or hazardous materials affecting the Property.
Purchaser shall have fifteen (15) days in which to review the reports set forth
herein and exercise its right to reject the Property based thereon or the right
hereunder shall be deemed waived.
(B) The receipt by Purchaser of Seller
documents described in 7.2 below.
(C) On the condition that Sellers
representations and warranties described in Article VIII below remain true and
correct.
(D) On the condition that there have been no
material or adverse changes to the property or leases.
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(E) Seller acknowledges that Purchaser is a public
entity and that it is required to furnish financial statements to
the Securities and Exchange Commission in connection with this
acquisition. Seller agrees to make the information available for Purchaser to
audit the last 12 months of operation of the Property so that a report can be
generated that is in compliance with accounting Regulation S-X of the Securities
and Exchange Commission.
(F) Survey which shall show no encroachments onto
the Land from any adjacent property, no encroachments by or from the Land onto
adjacent property and no violation of or encroachments upon any recorded
building lines, restrictions or easements affecting the Property. If the Survey
discloses any such encroachment or violation, Seller shall have thirty (30) days
from the date of delivery of the Survey (with a commensurate extension of the
closing date) to have the Title Insurer issue its endorsement insuring against
damage caused by such encroachment or violation and to provide evidence thereof
to Purchaser, and if Seller fails to or is unable to have the same insured
against within such thirty (30) day period, Purchaser may elect, on or before
the Closing Date, to (i) terminate this Agreement (in which case the Earnest
Money shall be returned to Purchaser) and neither party shall have any further
liability or obligation to the other hereunder, or (ii) accept the Real Property
subject to any such encroachment or violation.
6.2 Inspection. This Agreement shall be further
subject to and contingent upon Purchaser's satisfactory inspection
as follows herein below.
6.2.1 Preparation for Inspection. At the execution of
this Agreement, Seller shall deliver to Purchaser copies of the following: The
current rent roll for the Property; detailed statements of income and expenses
with respect to the Property for the past two years; the most recent tax bills
for the Property; utility bills for the Property for the twelve (12) months
previous to the date hereof; all contracts, mortgages, and other documents
creating liens of security interest on the Property, or any part thereof and all
promissory notes secured thereby; all insurance policies applicable to the
Property to include loss runs for the last five (5) years; Plans and
Specifications for the Property, service contracts, Certificates of Occupancy,
to the extent reasonably available; a copy of the title policy and most recent
survey for the Real Property; copy of any environmental or engineering reports
on the Real Property. All these items shall be certified by Seller to be
accurate and complete to the best of its knowledge and belief.
6.2.2 Inspection of Books and Records; Access. Upon
receipt by Purchaser of all documents requested in the paragraph above,
Purchaser, its employees, agents and contractors shall have 21 days (the
"Inspection Period") to enter upon the Property subject to the rights of the
tenants during normal business hours for the purpose of making physical
inspections thereof, including
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but not limited to roofs, heating, cooling, electrical and plumbing systems,
swimming pool, appliances, and structural elements of the buildings. Upon the
conclusion of the Inspection Period this Agreement shall be deemed to be a firm
agreement of purchase and sale binding the parties hereto, except as it may be
terminated by other provisions and conditions contained herein, including but
not limited to the condition imposed by Paragraph 6.1(A) above.
6.2.3 Right of Termination During Inspection Period.
Purchaser shall also be permitted to review all original leases, expense
records, tenant cards and occupancy data available. If Purchaser is not
satisfied, in its sole and exclusive discretion, with the state of maintenance
and repair of the Property or the rents, occupancy or expenses of the Property,
then notwithstanding anything contained herein to the contrary, Purchaser shall
have the right to terminate this Agreement by giving written notice to Seller
before the end of the Inspection Period, and no party hereto shall have any
further liability to any other party hereto, and all deposits shall be returned
to Purchaser.
6.2.4 "Rent Ready". During the "Inspection Period",
both Seller and Purchaser will inspect an apartment unit at the Property and
mutually agree that said apartment shall be representative of a "rent ready"
unit by which all other units shall be judged for "rent ready" condition at
closing. All vacant apartment units, are to be in a "rent ready" condition (as
defined above), at the time of closing, containing, but not limited to the
following amenities, i.e., carpet, refrigerator, range, garbage disposal,
heating, plumbing and electrical systems.
6.2.5 Condition of Personal Property at Closing. All
Personal Property included in the sale and all mechanical, electrical, heating,
air conditioning, sewer, water and plumbing systems will be in the same working
order at the time of closing and in the same condition as at the time of the
initial inspection by Purchaser. If Seller fails to make reasonable efforts to
conserve the Real and Personal Property, Purchaser shall have the option of
waiving such requirement, in writing, and proceeding to closing, or Purchaser
may void this Agreement and obtain a prompt return of its deposit.
ARTICLE VII
CLOSING
7.1 Closing. Closing will be held on or about seven
(7) days after the completion of the Inspection Period at such place and at such
time as the parties may agree.
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7.2 Seller's Deliveries. At closing, Seller shall
execute and deliver to Purchaser the General Warranty Deed referred to in
Paragraph 3 hereof and shall also execute, where necessary, and deliver to
Purchaser, the following:
(A) A Bill of Sale, with warranty of title
transferring the personal property (as shown in Schedule B) to
Purchaser free of all liens, charges and encumbrances.
(B) Originals or copies of all signed leases and
rental agreements in effect with tenants of the Property.
(C) All security and cleaning deposits made by
such tenants. Seller will give the tenants the required notice of such transfer
in compliance with the laws of VIRGINIA.
(D) An affidavit of Seller in such form as will
cause the Title Company to omit from the title insurance policy the exclusion
relating to unrecorded mechanic's and materialmen's liens.
(E) A rent roll certified by Seller to be true
and correct as of the date of closing showing the name of, and the amount of
monthly rental payable, by each tenant of the Property, the apartment occupied
by the tenant, the date to which rent has been paid, any advance payment of
rent, and the amount of any escrow or security deposit of tenant.
(F) An affidavit of Seller that to the best of
its information and belief there are, on the date of closing, no unsatisfied
judgments, creditor's claims, tax liens, or pending bankruptcies involving
Seller.
(G) Seller shall provide, a certificate from a
licensed extermination contractor, who is regularly engaged in the business of
pest control, that all buildings are free from any termite or other wood-boring
insect infestation. Said certificate shall be dated within 90 days of closing,
bearing the Contractor's name, contractors license number, the signature of the
party authorized to sign for the Contractor and the date of the inspection.
Should damage exist, Seller shall proceed to have any corrective work completed
prior to closing or Purchaser, at its option, may either proceed to settlement
and have such sums required for repairs deducted from Seller's proceeds, or may
in its sole discretion terminate this Agreement. Seller shall promptly return
Purchaser's deposit upon such termination.
(H) Assignments of all Seller's interest in the
following: (1) all assignable licenses, and permits relating to the operation of
the Property, (2) the leases and rental agreements with tenants of the Property,
(3) the existing Property telephone number and (4) the business and trade name
as set forth in Par. 1.1.
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(I) Assignments of all warranties and
guarantees to the extent such are still in effect and provide Purchaser with
copies of all such warranties and guarantees, if any, without
limitation for all appliances, dishwashers, disposals, refrigerators, heating
and air conditioning units, washers and dryers.
(J) Copies of utility bills or other evidence
satisfactory to Purchaser that all water, sewer, gas, electric, telephone, and
drainage facilities and all other utilities required by law or by the normal use
and operation of the Property are and at the time of closing will be installed
to the property line, are and at the time of closing will be connected pursuant
to valid permits, and are and at the time of closing adequate to service the
Property and to permit full compliance with all requirements of law and normal
usage of the Property by the tenants thereof and their licensees and invitees.
(K) Consent of the Seller's authorized partner
to the sale of the Property and any other approvals required under Seller's
partnership agreement, which may affect Seller's ability to convey marketable
title.
(L) Provide documents for the transfer of the
telephone, electric, water and sewer, and gas utilities, as may be required by
the utility, for execution at closing.
(M) Satisfactory evidence of the power and
authority of Seller to enter into and consummate this agreement, including but
not limited to:
(i) An opinion of Seller's counsel, in a form
satisfactory to Purchaser, stating that:
(a) The individual(s) executing
the deed and related documents are duly authorized to do all such acts as are
necessary to consummate this sale, without further consent of any other party.
(b) That the partner or officer can bind
the Partnership or Corporation.
(N) Affidavit that Seller has no actual
knowledge of the presence of asbestos and/or any other hazardous material at the
Property, except as may be disclosed in the following reports, copies of which
have been delivered to Purchaser:
(i) Lead-Based Paint Investigation dated
September 3, 1996 prepared by Dominion Environmental Group, Inc.
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(ii) Environmental Site Assessment dated
August 29, 1995 prepared by Dominion Environmental Group, Inc., and
(iii) Existing Building Inspection Report
dated August 28, 1995 prepared by PCI Consultants, Inc.
(O) Seller shall provide a satisfactory and valid
written termination of the management agreement executed by the existing
management and rental agent for the Property, without cost to the Purchaser.
(P) A notice letter to all the residents of the
apartment complex as to change of ownership in the form prepared by
the Purchaser.
(Q) All such other documents as are normally
transferred at settlement in the jurisdiction in which the property is located
or are reasonably requested by Purchaser or its counsel.
(R) A representation letter as normally required
by auditors for a public company in the form attached hereto as Exhibit C. This
clause shall survive closing for one year.
7.3 Purchaser's Deliveries. At closing and
contemporaneously with the Seller's compliance with the provisions of Section
7.2, Purchaser shall:
(A) Pay to Seller the cash portion of the
purchase price, adjusted for the prorations herein provided for in Article IV.
(B) Execute and deliver an assumption of
obligations under leases, secury deposits, any contracts which may be accepted
by the Purchaser and any other obligations specifically set forth herein.
(C) Deliver to the Seller a resolution of the
Purchaser that:
(i) This Agreement has been duly
authorized, executed and delivered by the Purchaser and is a valid and binding
agreement of Purchaser, and
(ii) Purchaser has complete unrestricted
power to buy the Property from the Seller and to execute any documents required
to effectuate the transfer.
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ARTICLE VIII
SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS
8.1 Representations of the Parties. Seller warrants
(which warranties shall not survive settlement unless designated to the
contrary) that as of the date of closing hereof:
(A) That Seller, is the owner in fee simple of
the Property and has the power to convey same.
(B) That Seller is not subject to any other
agreements or arrangements, with the exception of those contained in any
existing mortgage documents which would prevent Seller from selling the Property
to Purchaser. This warranty shall survive for one year following closing.
(C) All necessary action has been taken by
Seller to authorize the execution of this Agreement and the performance of the
obligations contemplated hereunder, which are not excluded elsewhere in existing
mortgage documents. This warranty shall survive for one year following closing.
(D) Seller has no actual knowledge and has not
been advised in writing that it is in default under any lease, rental agreement
service or equipment contract, or mortgage or other encumbrances relating to the
Property. This warranty shall survive for one year the following closing.
(E) Seller has no actual knowledge of any
patent or latent defect in the Real Property or any part thereof. This warranty
shall survive for one year following closing.
(F) Seller has no actual knowledge of any
existing or threatened litigation which relates to or which would affect the
Property. This warranty shall survive for one year following closing.
(G) The Real Property abuts on and has direct
vehicular access to a public road.
(H) All building and other improvements at the
Real Property are located entirely within the boundary lines of the Property.
(I) Seller has no actual knowledge that any
part of the Property or the operation of the Property, is in violation or may
violate any governmental statute, regulation, ordinance or building code or of
any private restriction, that any governmental authority requires any work to be
done on or affecting the Property, or that any governmental authority has
expressed an intent to condemn or to make special improvements for the benefit
of the Property or any part thereof. This warranty shall survive for one year
following closing.
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(J) That to Seller's actual knowledge, the
drainage within the project is satisfactory and complies in all respects with
all government regulation. This warranty shall survive for one year following
closing.
(K) That Seller is not a "foreign person"
within the meaning of the Internal Revenue Code of 1954, as amended (the
"Code"), and that Seller will furnish to Purchaser prior to closing
an affidavit in form satisfactory to Purchaser confirming the same.
(L) That to Seller's actual knowledge, the
Property was never utilized as a disposal site for hazardous waste products and
will furnish to Purchaser an affidavit confirming same.
(M) Seller covenants and agrees that, between
this date and the date of closing, Seller shall continue to maintain, operate
and manage the Property in a manner consistent with its prior practices, making
every reasonable effort to do nothing which might damage the reputation of the
Property or the relationships with the tenants. Seller shall not permit the
modification, extension or cancellation of any tenant lease (except in
accordance with the terms of such lease) or any dealing with any tenant other
than the ordinary course of managing the Property, without the prior written
consent of Purchaser. If the leases of any tenants expire before thirty (30)
days after the date of closing, Seller shall, up to the date of closing and
without cost to the Purchaser, continue its normal course of operation with
respect to causing tenants to be obtained for apartments which are unrented.
8.2 Continuation of Representations, Warranties and
Covenants to the Date of Closing. If each of the warranties set forth in this
section does not remain true up to and including the time of closing as to any
material matters, this Agreement, at Purchaser's election, shall be terminated,
Seller shall return all payments made by Purchaser, or Purchaser may elect to
close the sale and waive failure of the warranties.
8.3 Breach of Representations, Warranties and
Covenants. Notwithstanding the provisions of 8.2 above, Seller shall indemnify
Purchaser for all reasonable costs incurred as a result of the failure of any of
Seller's representations, warranties or covenants contained herein to remain
true as of the date of closing.
ARTICLE IX
CONDEMNATION; RISK OF LOSS
9.1 Property Damage. If, prior to closing, any part of
the Property is damaged by fire or other casualty, Seller shall repair such
damage before the date provided herein for closing. If such damage cannot be
repaired by such time, this Agreement may be canceled at the option of the
Purchaser. In the event of cancellation as aforesaid, this Agreement shall
become null and void and the parties shall be released and all payments made
shall be returned. Should Purchaser elect to carry out this Agreement despite
such damage Seller shall assign to Purchaser all insurance proceeds arising from
such damage and will compensate Purchaser for lost rent collections to the
extent of insurance proceeds received. Seller shall promptly notify Purchaser in
writing upon the
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occurrence of any such damage.
9.2 Condemnation. In the event of any actual or
threatened taking, pursuant to the power of eminent domain, all or any part
thereof, or any actual or proposed sale in lieu thereof, the Seller shall give
written notice thereof to the Purchaser promptly after Seller learns or receives
notice thereof. Upon a taking of a material part of the Property (any part of
the building or more than 5% of the parking area), Purchaser may elect to either
(a) terminate this Agreement, in which event the Deposit shall be immediately
returned to Purchaser and all other rights and obligations of the parties
hereunder shall terminate immediately, or (b) to waive its right to terminate
this Agreement and proceed to closing, in which event all proceeds, awards and
other payments arising out of such condemnation or sale (actual or threatened)
shall be paid to the Purchaser at closing, if such payment has been received or
Seller shall assign to Purchaser the rights to such payments.
9.3 Risk of Loss. Prior to closing, all risks of loss
or damage by every casualty shall be borne by the Seller.
ARTICLE X
BROKER
10.1 No Broker. The parties agree that no broker
brought about this transaction. Purchaser and Seller hereby indemnify and hold
each other harmless from any and all claims of any broker or person so claiming.
ARTICLE XI
DEFAULT
11.1 Default Defined. Default for the purpose of this
Agreement shall mean any failure by Seller or Purchaser to fulfill all the
terms, conditions and covenants contained herein, however, it shall not be an
event of default for either party to exercise its rights to terminate this
contract as contained in other provisions herein.
11.2 Seller's Default. Upon Seller's default, the Purchaser,
at it's election, may either (1) require specific performance of Seller, or
pursue its other remedies at law or equity, (2) cancel this Agreement and obtain
a prompt return of the deposit, in which case this Agreement shall be terminated
and the parties released from all obligations hereunder, or (3) the Purchaser
may waive such defaults and proceed to settlement. Seller shall indemnify
Purchaser for any reasonable costs incurred by Purchaser if Purchaser elects to
pursue its option (1) noted above, to include reasonable attorney fees.
11.3 Purchaser's Default. Upon Purchaser's default,
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this Agreement shall be terminated and both parties released from all
obligations hereunder, and the deposit shall be retained by the Seller as
liquidated damages. Seller shall have no other remedy against Purchaser in the
event of Purchaser's default.
ARTICLE XII
MISCELLANEOUS PROVISIONS
12.1 Entire Agreement. This Agreement sets forth the
entire understanding between the parties; it supersedes all previous agreements
and representations which are deemed merged herein and may not be modified
except in writing.
12.2 Assignment. Purchaser may assign this Agreement
without the consent of Seller.
12.3 Severability. If any provision, sentence, phrase or
word of this Agreement or the application thereof to any person or circumstance
shall be held invalid, the remainder of this Agreement or the application of
such provision, sentence, phrase, or word to persons or circumstances, other
than those as to which it is held invalid, shall remain in full force and
effect.
12.4 Binding Effect. The parties to the Agreement
mutually agree that it shall be binding upon and inure to the benefit of their
respective heirs, representatives, successors in interest and assigns.
12.5 Controlling Law. It is the intent of the parties
hereto that all questions with respect to the construction of this Agreement and
the rights and liabilities of the parties shall be determined in accordance with
the provisions of the laws of the State set forth in Par. 1.1.
12.6 Counterparts. To facilitate execution, this Agreement
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 in each
counterpart hereof, and it shall be sufficient that the signature on behalf of
both parties hereto appear on one or more such counterparts. All counterparts
shall collectively constitute a single contract.
12.7 Incorporation by Reference. All of the Exhibits
referred to herein and/or attached hereto shall be deemed to constitute a part
of the Agreement.
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12.8 Headings. The headings of the Articles and sections
hereof are inserted for convenience only and shall not be deemed to constitute a
part of the Agreement.
12.9 Construction of Contract. Each party hereto have
reviewed and revised (or requested revisions of) this Agreement,
and therefore the normal rule of construction that any ambiguities are to be
resolved against a particular party shall not be applicable in the construction
and interpretation of this Contract or any amendments or exhibits hereto.
ARTICLE XIII
NOTICE
13.1 Notice. All notices required or permitted to be given
under this Agreement shall be in writing and shall be sent or delivered to the
address set forth below (or such other address as may be hereafter specified in
writing):
To Seller: GREENBRIER APARTMENT ASSOCIATES
OF FREDERICKSBURG, L.P.
530 Southlake Boulevard, Suite C
Richmond, VA 23236
With a copy to
Seller's Attorneys: Hugh T. Harrison, II
Williams, Mullen, Christian &
Dobbins, P.C.
P.O. Box 1320
Richmond, VA 23210-1320
To Purchaser: S. J. Olander
Cornerstone Realty Group, Inc.
306 E. Main Street
Richmond, VA 23219
With a copy to
Purchaser's Attorneys: Harry S. Taubenfeld, Esq.
Zuckerbrod & Taubenfeld
575 Chestnut St., P.O. Box 488
Cedarhurst, NY 11516
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13.2 Delivery of Notice. Notices sent either by Registered or Certified Mail,
Return Receipt Requested, or by overnight express mail shall be deemed given
when deposited in the United States Mail, postage prepaid, or delivered to a
reliable overnight courier. Notices sent in any other manner shall be deemed
given only when actually delivered at the specified address.
IN WITNESS WHEREOF, the Seller and the Purchaser have caused
this Agreement to be executed this day and date first
written above.
SELLER:
GREENBRIER APARTMENT ASSOCIATES OF
FREDERICKSBURG, L.P.
By: The Greenbrier Group, L.P.,
a Virginia Limited Partnership, General Partner
By: /s/ Ronald C. Evans
_______________________
Its: General Partner
______________________
PURCHASER:
CORNERSTONE REALTY GROUP, INC.
By: /s/ S. J. Olander
__________________________
Its: Senior Vice President
_________________________
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