1
EXHIBIT 99.1
STATE OF SOUTH CAROLINA )
COUNTY OF GREENVILLE ) SALES AGREEMENT
THIS Agreement is made and entered into by and between REAL ESTATE FUND
INVESTMENT TRUST, "A South Carolina Trust", hereinafter referred to as Seller
and YOUNTS PROPERTIES, INC., "A South Carolina Corporation", hereinafter
referred to as Purchaser.
THE Seller does hereby agree to sell and convey to Purchaser all the
properties as hereinbelow outlined and Purchaser agrees to purchase same from
Seller. This entire transaction is to be completed on or before September 30,
1996 unless both parties agree to an extension. Both parties do hereby bind
themselves through their duly authorized officers to the full and faithful
performance of this Contract in an immediate and timely manner.
Purchaser does hereby deposit with Seller the sum of TWENTY FIVE THOUSAND
DOLLARS AND NO/100 ($25,000.00), as a Binder which shall be credited to
purchase price at closing of this transaction. If Purchaser defaults, due to
its own fault, in the closing of this transaction in a manner as hereinbelow
described then this Binder shall be forfeited to Seller and same considered
liquidated damages for Purchaser's failure to comply. This Binder shall be
deposited with Seller and it is further agreed that if Seller does not comply
with the terms and conditions of this Contract due to default by Seller or
failure to convey the assets in accordance with this Contract without fault of
Purchaser then Seller shall immediately return to Purchaser the TWENTY FIVE
THOUSAND DOLLARS and NO/100, $25,000.00 binder, plus an additional TWENTY FIVE
THOUSAND DOLLARS and NO/100, $25,000.00 as liquidated damages due to Seller's
inability to perform and carry out the terms and conditions of this Contract
with Purchaser.
THAT the total consideration for this sale shall be FOUR MILLION, FIFTY
THOUSAND DOLLARS AND NO/100 ($4,050,000.00) to be paid as $25,000.00 TWENTY
FIVE THOUSAND DOLLARS and NO/100, to Seller by Purchaser at execution of this
Contract and the remaining $4,025,000.00 (FOUR MILLION, TWENTY FIVE THOUSAND
DOLLARS and NO/100) shall be paid by Purchaser in cash at the time of closing
by the above stated date.
THAT the properties to be conveyed consist of ALL REAL PROPERTY as
currently owned by Seller located throughout South Carolina, Georgia and North
Carolina and any other real estate interest now known or that may hereafter be
known by Seller. The sale also includes all Notes, Mortgages or any and every
other assets of Seller excepting only cash and deposits on hand. That the sale
of personal property shall include, but not be limited to, (6) file cabinets,
(1) "L" shaped desk, (1) broken typewriter, (1) 2X4 safe, (1) IBM computer, (1)
silent partner computer, (l)Xerox copy machine, (2) chairs, and all other
personal property and chattels owned now or subsequently to be determined as
owned by Seller.
THAT Seller will furnish to Purchaser a separate, fee simple, unencumbered
title with General Warranty Deed on each and every piece of real property with
improvements thereon as owned by Seller subject only to rights-of-way,
easements, restrictions, roadways, encroachments and other adverse title defects
which would not render the title to the said property unmarketable or
uninsurable. The consideration on each Deed
5
2
shall be stated separately in accordance with figures agreed upon between the
parties and totaling FOUR MILLION, FIFTY THOUSAND DOLLARS AND NO/100
($4,050,000.00).
Purchaser shall obtain a current Title Insurance Policy on each and every
piece of real estate so conveyed in view of the fact that Seller plans to
dissolve the Trust immediately upon closing this transaction; thus, preventing
Seller from being accountable under general warranty provisions of the Deed to
certain respective properties. Said Title Insurance shall be issued by
Investors Title Insurance Company or a company of equivalent strength and
stability in a single premium issued policy or policies covering all properties
in each state, and the premium expense split equally between Seller and
Purchaser.
THIS conveyance also includes all chattels located upon the real
properties that are owned by Seller. This conveyance further includes all
Notes, Mortgages and every other asset of Seller except cash or documents
representing cash.
Seller will further convey to Purchaser all Seller's right, title and
interest in any casualty, liability or other insurance policies for whatever
term might remain until renewal dates on all of said policies. If such
policies are not cancelled at closing, the premiums shall be pro-rated at the
cancellation rate as of the date of closing. Seller will also sign such
documents necessary to change this with any insurance agencies and/or companies
involved.
ALL the 1996 property taxes shall be pro rated at closing on a basis of
3/4 to be paid by Seller to Purchaser based on as accurate determination as
possible at that time. When the actual tax notices are received by Seller or
Purchaser after October 1, 1996 then any excesses will be paid by Seller and
any decreases will be refunded back to Seller by Purchaser.
Seller further agrees to immediately comply with all Trust Regulations
within the confines of Seller's Trust Documents and immediately notify all
Shareholders of this sale by an appropriate time frame allocated as well as any
other governmental or non-governmental agency's requirements existing.
IT is further agreed that Seller shall furnish to Purchaser a letter prior
to closing from each tenant certifying, but not limited to, the following items
(which letters shall be prepared by Purchaser and obtained by Seller):
1.) The amount of monthly rent;
2.) Any other Agreement relating to insurance, maintenance, common area,
etc;
3.) Any obligations unfulfilled by Seller to tenant;
4.) The rental status as to the period of time or month to month;
5.) Any known defects to rental property or grounds;
6.) A copy of all leases.
Seller further agrees to advise Purchaser of any environmental problems or
regulations violations of which Seller has actual knowledge through its Trustees
and General Manager. Seller further agrees to give an Affidavit to Purchaser as
to the lack of actual knowledge of any known environmental regulations
violations or potential problems as well as any known prior uses of properties
that would lend itself to any environmental violations. Purchaser shall obtain a
letter of compliance from DHEC
6
3
advising that there are no changes in the environmental problems on Burris
Chemical Company in form and content satisfactory to Purchaser.
Seller further agrees to permit access to Purchaser all files,
correspondence, tax receipts, insurance receipts, and any other pertinent
information needed by Purchaser to consummate this sale.
THIS Sales Contract shall be binding upon the undersigned, their
successor's and assigns to the full and faithful performance of all the terms
and conditions contained herein.
SIGNED, SEALED AND EXECUTED this 28th day of August, 1996.
REAL ESTATE FUND INVESTMENT TRUST
_________________________ BY:_______________________________
WITNESS ITS PRESIDENT
_________________________ BY:________________________________
WITNESS ITS SECRETARY
YOUNTS PROPERTIES, INC.
__________________________ BY:_________________________________
WITNESS ITS PRESIDENT
__________________________ BY:_________________________________
WITNESS ITS SECRETARY
7