ASSIGNMENT
OF
AGREEMENT OF PURCHASE AND SALE
THIS ASSIGNMENT made and entered into this 21st day of
December, 2005, by and between AEI FUND MANAGEMENT, INC., a
Minnesota corporation, ("Assignor") and AEI Income & Growth
Fund 25 LLC, a Delaware limited liability company, and AEI
Fund Management XVII, Inc., a Minnesota corporation.
WITNESSETH, that:
WHEREAS, on the 16th day of December, 2005, Assignor
entered into a Agreement of Purchase and Sale (referred to as
the "Agreement") for that certain property located at 0000 X.
00xx X. Xxxxxx, Xxxxxxx, Xxxxxx (the "Property") with Silver
Capital Net Lease Fund I, LLC, a Virginia limited liability
company, as Seller; and
WHEREAS, Assignor desires to assign to AEI Income &
Growth Fund 25 LLC, an undivided sixty percent (60.0%)
interest as a tenant in common, and AEI Fund Management XVII,
Inc., an undivided forty percent (40.0%) interest as a tenant
in common, (together referred to as the "Assignee") all of
Assignor's rights, title and interest in, to and under the
Agreement regarding the Property and Assignee desires to
assume all of Assignor's rights, title and interest in, to and
under the Agreement regarding the Property as hereinafter
provided
NOW, THEREFORE, for One Dollar ($1.00) and other good and
valuable consideration, receipt of which is hereby
acknowledged, it is hereby agreed between the parties as
follows:
1. Assignor assigns all of its rights, title and
interest in, to and under the Agreement to Assignee, to
have and to hold the same unto the Assignee, its
successors and assigns;
2. Assignee hereby assumes all rights, promises,
covenants, conditions and obligations under the Agreement
to be performed by the Assignor thereunder, and agrees to
be bound for all of the obligations of Assignor under the
Agreement.
All other terms and conditions of the Agreement shall remain
unchanged and continue in full force and effect.
ASSIGNOR:
AEI FUND MANAGEMENT, INC.,
a Minnesota corporation
By: /s/ Xxxxxx X Xxxxxxx
Xxxxxx X. Xxxxxxx, its President
ASSIGNEE:
AEI INCOME & GROWTH FUND 25 LLC,
a Delaware limited liability company
By: AEI Fund Management XXI, Inc.,
a Minnesota corporation, its Managing Member
By: /s/ Xxxxxx X Xxxxxxx
Xxxxxx X. Xxxxxxx, its President
AEI FUND MANAGEMENT XVII, INC.,
a Minnesota corporation
By: /s/ Xxxxxx X Xxxxxxx
Xxxxxx X. Xxxxxxx, its President
AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT ("Agreement"), dated as of the 16 day of
December, 2005, by and between SILVER CAPITAL NET LEASE FUND
I, LLC, a Virginia limited liability company ("Seller") and
AEI FUND MANAGEMENT, INC., a Minnesota corporation, or its
assigns ("Purchaser"), recites and provides:
RECITALS
Seller is the owner of a parcel of real property, with
improvements thereon known generally as 0000 Xxxx 00xx Xxxxxx,
Xxxxxxx, Xxxxxx, currently leased for use as a Gart Bros.
Sporting Goods Company store, such property being more
particularly described on Exhibit "A" attached hereto
(collectively, the "Property").
Seller wishes to sell and Purchaser wishes to purchase
the Property on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of their mutual promises
hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby
mutually acknowledged, the parties hereto covenant and agree
as follows:
1. Recitals. The recitals above are incorporated
herein by this reference as matters of contract, and not mere
recital.
2. Contract. This Agreement shall constitute a binding
contract for the purchase and sale of the Property, on the
terms and conditions set forth herein.
3. Property. The Property includes all of Seller's
right, title and interest in and to all buildings and other
improvements on or within the Property and all appurtenances
thereto, including easements and covenants and Seller's right,
title and interest in and to the lease of the Property
(together with all rents, charges and other matters arising or
otherwise accruing thereunder) (the "Lease").
4. Deposit. Upon execution hereof, Purchaser shall
deposit the sum of $50,000 as a "Deposit", which will be held
by First American Title Insurance Company, of Minneapolis,
Minnesota, as the "Escrow Agent" in escrow pending
"Settlement". If this Agreement is timely terminated pursuant
to any right contained herein, the Deposit shall be returned
to Purchaser. The Deposit shall be applied to the Purchase
Price at Settlement or shall be paid to Purchaser or Seller in
accordance with the provisions of Section 6 and/or 16 below.
5. Purchase Price. The purchase price (the "Purchase
Price") for the Property shall be Five Million Five Hundred
Thousand Dollars ($5,500,000.00). The Purchase Price shall be
payable all in cash at settlement by wire transfer.
6. Feasibility.
(a) During the fifteen (15) business day period
following the latest of the dates on which Purchaser and
Seller have both executed this Agreement (the "Feasibility
Period"), Purchaser, its agents, employees and contractors
shall have the right to enter the Property for the purpose of
inspecting improvements, making surveys, updating the due
diligence materials previously delivered to Purchaser pursuant
to Section 6(b) below and performing other tests studies and
examinations as Purchaser in its sole discretion desires.. If
Purchaser, in its sole discretion, is not satisfied with the
results of any updated tests including any materially adverse
facts or conditions not shown in the Due Diligence Materials
(defined below) which may be revealed by an updated Phase I
Environmental report, survey or title examination, Purchaser
shall have the right, upon written notice to Seller given
prior to expiration of the Feasibility Period, to terminate
this Agreement, in which event the Deposit shall be returned
to Purchaser.
(b) Purchaser acknowledges that Seller has
delivered to Purchaser the materials listed on Exhibit B (the
"Due Diligence Materials"), and that all matters disclosed by
such deliveries are acceptable to Purchaser and shall not be
the basis for any objection hereunder. The matters of title
and survey reflected in the materials already delivered to
Purchaser are "Permitted Exceptions" deemed acceptable to
Purchaser. Seller shall promptly deliver to Purchaser such
other due diligence materials in Seller's possession as
Purchaser may specifically identify in writing, excluding any
materials of a proprietary nature, not relating to the
condition or performance of the Property or the tenant. All
due diligence updates shall be at Purchaser's sole expense.
(c) If notice of termination is not given prior to
expiration of the Feasibility Period, all such matters shall
be deemed acceptable and all such conditions satisfied and/or
waived and the termination right under Section 6(a) shall be
extinguished.
(d) Purchaser agrees to repair any damage caused
directly by exercise of the right of access granted to
Purchaser in this paragraph, and to indemnify and hold the
Seller harmless from any and all losses actually incurred as a
direct result of the exercise of such right of access, other
than as a result of the Seller's negligence or willful
misconduct. Seller will cooperate and assist Purchaser's
access to the buildings.
7. Conditions Precedent to Obligation of Purchaser.
This Agreement and all of Purchaser's obligations hereunder
are further subject to satisfaction of the following
conditions on or before Settlement:
(a) Seller's Representations and Deliveries. All
representations and warranties of Seller made herein shall be
true and correct in all material respects as of the date of
Settlement and Seller shall have taken all action and
delivered all documents and materials required by this
Agreement.
(b) No Litigation. As of Settlement, there shall
be no litigation, proceeding or investigations pending, or to
the knowledge of Purchaser or Seller threatened, which might
prevent or adversely affect the use of the Property, or which
questions the validity of any action taken or to be taken by
Seller hereunder.
(c) Lease. Purchaser shall have received an
Estoppel Certificate from the tenant under the Lease, such
Estoppel Certificate to be in the form specified by the Lease,
confirming that the Lease is in full force and effect, that
there are no modifications or amendments, other than those
provided to Purchaser, the amount of rent and any security
deposit, that amounts due under the Lease are current and not
prepaid and that Seller is not in default under the Lease.
Purchaser must determine during the Feasibility Period if this
form of Estoppel is satisfactory to Purchaser.
In the event any of the foregoing conditions is not
satisfied on the date of Settlement, then Purchaser, at its
sole option, shall either: (i) waive such condition in
writing and proceed to consummate Settlement; or (ii)
terminate this Agreement by written notice to Seller,
whereupon the Deposit shall be promptly repaid to Purchaser,
subject to Purchaser's right to exercise its remedies
hereunder in the event of a Seller default. Failure to select
one of the foregoing on the date of Settlement shall
constitute Purchaser's election not to terminate this
Agreement and shall constitute waiver of all such conditions.
8. Settlement.
(a) Time and Place. Unless this Agreement has been
terminated as provided above, Seller and Purchaser shall make
settlement on the sale and purchase of the Property in
accordance with the terms hereof ("Settlement") on the date
which is ten (10) business days after the expiration of the
Feasibility Period (the "Settlement Date"), time being of the
essence. Settlement shall take place at the offices of the
Escrow Agent, or as mutually agreed by the parties.
(b) Purchaser's Deliveries. At Settlement, the
Purchaser shall pay the purchase price to Seller and shall
execute and deliver an instrument providing for Purchaser's
assumption of the Lease and Purchaser's indemnity of Seller
with respect to all matters occurring under the Lease or with
respect to the Property from and after the date of Settlement.
(c) Seller's Deliveries. Seller shall deliver the
following to Purchaser: (i) the Deed (as defined in paragraph
10); (ii) an affidavit as to mechanics' liens and parties in
possession in customary form as reasonably required to cause
owner's title policy to be issued without exception for
Mechanics Liens or parties in possession (other than the
Lease); (iii) a Certificate of Non-Foreign Status as required
by Section 1445 of the Internal Revenue Code of 1986 and any
other certificates required by any governmental authority or
agency; (iv) an assignment of all of Seller's right, title and
interest in the Lease; (v) an assignment of all of Seller's
right, title and interest in and to any warranties applicable
to the Property, to the extent any are in effect and
assignable; and (vi) a written notice from Seller to the
tenant stating that the Property has been sold to Purchaser
and directing tenant to regard Purchaser as its Landlord and
make rental payments payable to Purchaser at the address
specified by Purchaser and set forth in such notice.
(d) Costs. The Seller shall pay the costs of
preparing the Deed, the title insurance company's reasonable
escrow settlement charges and any state transfer taxes, stamps
and similar recording charges on the Deed. The Purchaser
shall pay for the examination of title to the Property,
premiums charged by the title insurance company, and the cost
of any updated survey, environmental report and other
feasibility studies. Each party shall pay its own legal,
accounting and other expenses incurred in connection with this
Agreement or Settlement hereunder. It is the intent of the
parties that Seller shall be entitled to all income for the
period of time up to but not including the date of Settlement,
and Purchaser shall be entitled to all income and shall be
responsible for all expenses for the period of time from,
after and including the date of Settlement. Such adjustments
shall be shown on the Settlement Statement (with such
supporting documentation as the parties hereto may require).
Without limiting the generality of the foregoing, the items of
income and expense allocated at Settlement shall include rent,
maintenance charges, any other additional rent, real and
personal property taxes, amounts due under contracts assigned
to and assumed by Purchaser, if any, and utility charges,
except for costs which the tenants under the Lease are
responsible for, which shall not be prorated. In addition,
any security deposit under the Lease shall be assigned and
delivered to Purchaser at Settlement. For purposes of this
Section, Settlement shall not be deemed to have occurred
unless and until Seller's proceeds are received by Seller
prior to 2:00 p.m. E.S.T. on such date. Settlement and any
prorations shall be computed as of the following day in the
event Seller's proceeds cannot be delivered by 2:00 p.m. EST
on the date specified for Settlement.
(e) Possession. Subject only to the rights of the
tenant under the Lease, possession of the Property shall be
delivered to Purchaser immediately upon consummation of
Settlement.
(f) Closing Documents. All closing documents to be
executed and delivered by the parties pursuant hereto shall be
in form, execution and substance as required herein.
9. Title and Survey Objections. The Purchaser shall have
until expiration of the Feasibility Period to report to Seller
in writing any survey or title defects or other objections
regarding the Property that are disclosed by Purchaser's
examinations, other than the Permitted Exceptions (as to which
Purchaser has waived any objection), which, in Purchaser's
sole discretion, materially adversely affect use of the
Property as currently operated or make the title to the
Property uninsurable or which impose restrictions on future
use of the Property which are not acceptable to Purchaser.
Seller shall have the right, but not the duty to cure any such
title objections reported by Purchaser. If the Seller is
unable or unwilling to cure objections to the Purchaser's
satisfaction prior to Settlement then, notwithstanding
anything herein to the contrary, the Purchaser shall, at its
option, either (i) terminate this Agreement, in which event
the Deposit shall be refunded; or (ii) waive such defects and
proceed to Settlement, with no reduction in the Purchase
Price; provided, however, that all mortgages, deeds of trusts
and other monetary liens may be paid at Settlement, and the
parties hereby authorize application of the Purchase Price
proceeds to effect the same. If any additional matters of
record are created after the date of the examination of title
contemplated hereby, and prior to Settlement, Purchaser shall
have the right to further delay Settlement a reasonable time
to permit Seller to complete curative action. Any matters of
title or survey not timely objected to by Purchaser or which
are reported but not cured by Settlement shall be deemed
waived.
10. The Deed. At the time specified in Paragraph 8
above for Settlement the Seller shall deliver to Purchaser a
Special Warranty Deed (the "Deed") conveying fee simple title
to the Property, described according to the applicable legal
description attached hereto as Exhibit A, subject to all
liens, encumbrances, conditions, restrictions and other
matters of record, unless otherwise agreed in writing.
11. Risk of Loss. The risk of loss or damage to the
Property by fire or other casualty prior to Settlement thereon
shall be on the Seller. If such loss or damage is
substantial, materially and adversely affects the Purchaser's
intended use and enjoyment of the Property as of Settlement or
gives rise to the right of the tenant to terminate the Lease
as a result of such casualty, the Purchaser shall have the
option to (i) terminate this Agreement and have the Deposit
refunded, in which event the parties hereto shall have no
further obligations or liabilities to one another hereunder;
or (ii) proceed to Settlement with an assignment of any right
of Seller in and to the proceeds of insurance.
12. Condemnation. If all or any portion of the Property
is subject to actual or threatened taking pursuant to the
power of eminent domain prior to Settlement, the Purchaser
shall be entitled to elect either to (a) terminate this
Agreement and have the Deposit refunded in which event the
parties shall have no further obligations hereunder, or (b)
proceed to Settlement, in which event, at Purchaser's Option
all proceeds, awards and other payments arising from any such
taking or sale shall be assigned and paid to the Purchaser.
13. Covenants.
(a) Seller's Covenants. Seller covenants and
agrees with Purchaser that, prior to Settlement:
(i) Seller, as Landlord, shall not violate the
provisions of the Lease and shall use reasonable efforts to
cause tenant to fully comply with the terms and provisions of
the Lease.
(ii) Seller shall continue to maintain all of
Seller's existing insurance policies relating to the Property,
or any part thereof, if any, in full force and effect until
the Settlement has occurred, and shall cause tenant to
maintain all of tenant's policies relating to the Property as
required under the Lease.
(iii) Seller shall provide Purchaser with a
copy of any written notice hereafter received by Seller
relating to any violations or alleged violations of any
federal, state or municipal laws, ordinances, rules and
regulations affecting the Property, or any pending or
threatened actions, proceedings or claims affecting the
Property.
(iv) From and after the date hereof, Seller
shall not (A) make or authorize to be made any alterations to
the Property, (B) enter into any agreements, leases or
undertakings with respect to the Property or any part thereof,
(C) submit or file any applications with governmental
authorities to change the zoning of the Property, or (D)
record or consent to the recordation of any liens, mortgages,
or encumbrances of any kind affecting the Property, except as
would be discharged at Settlement, without the prior written
consent of Purchaser.
14. Representations and Warranties of the Seller. The
Seller represents and warrants as of the date hereof that to
the best of its actual knowledge without investigation:
(a) Repairs. No governmental agency has served any
written notice on the Seller regarding any repairs,
alterations or corrections of any existing condition on the
Property.
(b) Condemnation. There is no pending or
threatened proceedings for condemnation or the exercise of the
right of eminent domain as to any part of the Property or for
the limiting or denying of any right of access thereto.
(c) Authorization and Execution. This Agreement
has been duly authorized by all necessary action on the part
of the Seller and has been duly executed and delivered by the
Seller. Seller shall deliver to Purchaser, prior to
Settlement, all organizational documents, resolutions,
certificates and other materials reasonably required by
Purchaser to confirm the foregoing.
(d) Hazardous Materials. No hazardous materials,
as hereinafter defined, are located on or about the Property
nor has Seller used the Property for the storage, manufacture
or disposal of hazardous materials. For the purposes of this
Agreement, "hazardous materials" shall mean any "hazardous
substance", "hazardous waste" and "hazardous material", as
defined in the Comprehensive Environmental Response
Compensation and Liability Act of 1984, 42 U.S.C. Section 9601
et. seq., as amended, the Resource Conservation and Recovery
Act of 1976, as amended, and the Hazardous and Solid Waste
Amendment of 1984, as amended, the regulations adopted
pursuant thereto and any other federal, state and local law,
statute or ordinance or any court or administrative decree or
any private agreement with any governmental authority
pertaining to hazardous or toxic materials, substances,
pollutants, contaminants or waste to Seller's knowledge.
(e) Leases. There are no leases, tenancies,
licenses or other rights of occupancy or use for any portion
of the Property other than the Lease, the Permitted Exceptions
and title matters of record. Neither tenant nor Seller is in
default in performing its obligations under the Lease.
(f) Seller has not entered into any agreements
affecting the Property other than the Lease and other matters
that would be revealed by inquiry and proper search of the
land records and/or zoning and planning records in the local
jurisdiction.
Except for the foregoing representations, Seller makes no
representations or warranties with respect to the Property and
Purchaser acknowledges and agrees that the Property is being
sold "AS IS, WHERE IS" and that Purchaser is relying on its
own inspections, consultants and inquiries with respect to the
Property, the Lease and all related matters. The "best of
Seller's knowledge" as used herein shall be deemed to mean the
actual knowledge, without investigation, of Xxxxxx Xxxxxxxx
and Xxxxxx Xxxxx.
15. Representations and Warranties of the Purchaser.
The Purchaser represents and warrants as of the date hereof
and shall be deemed to represent and warrant as of Settlement
that:
(a) Organization Purchaser is a corporation duly
organized and in good standing under the laws of Minnesota,
and has qualified (or will be qualified) to do business in all
jurisdictions in which such qualification is necessary to
consummate the transactions described herein.
(b) Authorization and Execution. The execution,
delivery and performance of this Agreement by Purchaser has
been duly authorized by all necessary action, if any, as
applicable, and has been duly executed and delivered by the
Purchaser. This Agreement is enforceable against Purchaser in
accordance with its terms and does not conflict with any
indenture, operating agreement, bylaw, or any other agreement
to which Purchaser is bound. The individual signing on behalf
of Purchaser is authorized to act for and on behalf of and to
bind Purchaser in connection with this Agreement.
(c) Agreements. There is no agreement to which
Purchaser is a party or, to Purchaser's knowledge, is binding
on Purchaser, which adversely affects Purchaser's ability to
perform its obligations under this Agreement.
16. Default. In the event of a default by Purchaser,
Seller's sole and exclusive remedy, in lieu of all other
remedies, shall be to retain the Deposit as liquidated
damages, and Seller hereby specifically waives the right to
seek specific performance of this Agreement by Purchaser. If
Seller defaults hereunder, Purchaser may terminate this
Agreement, in which event the Deposit shall be promptly
refunded to Purchaser or Purchaser may seek specific
performance of this Agreement as its sole remedy at law or in
equity.
17. Agents and Brokers. Each party hereunder represents
and warrants that it did not consult or deal with any broker
or agent, real estate or otherwise, with regard to this
Agreement or the transactions contemplated hereby. Each party
hereto agrees to indemnify and hold harmless the other party
from all liability, expense, loss, cost or damage, including
reasonable attorneys' fees, that may arise by reason of any
claim, demand or suit of any agent or broker arising out of
facts constituting a breach of the foregoing representations
and warranties.
18. Notices. Any notice, request or demand required or
permitted to be given pursuant to this Agreement shall be in
writing and shall be deemed sufficiently given if delivered by
hand by messenger at the address of the intended recipient,
sent prepaid by Federal Express (or a comparable guaranteed
overnight delivery service), or deposited in the United States
first class mail (registered or certified, postage prepaid,
with return receipt requested), addressed as follows:
For the Purchaser: c/o Xxxxxx Xxxxx
Managing Director of Acquisitions
1300 Xxxxx Fargo Place
00xx Xxxxxxx Xxxxxx Xxxx
Xx. Xxxx, XX 00000
Phone No.: (000) 000-0000
Fax No.: (000) 000-0000
Email: xxxxxx@xxxxxxxx.xxx
with a copy to: Xxxxxx X. Xxxx, Esq.
Winthrop & Weinstine, P.A.
Suite 3500, 000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
Phone No.: 000-000-0000
Fax: 000-000-0000
Email: XXxxx@xxxxxxxx.xxx
For the Seller: Silver Capital
Attn: Xxxxx X. Silver
0000 Xxxx Xxxxxxx Xxxxx
Xxxx Xxxxx, XX 00000
Phone No.: (000) 000-0000
Fax No.: (000) 000-0000
with a copy to: Xxxxx Xxxxx
Executive Vice President
Silver Capital
0000 Xxxx Xxxxxxx Xxxxx
Xxxx Xxxxx, XX 00000
Phone No.: (000)-000-0000
Fax No.: (000) 000-0000
Email: xxxxxx@xxxxxxxx.xxx
with a copy to: Xxxx X. Xxxxxx, Esq.
Xxxxxxxxx Xxxxxxxxx
Federal Reserve Bank Building
000 X. Xxxx Xxxxxx, Xxxxx 00
Xxxxxxxx, XX 00000
Phone No.: (000) 000-0000
Fax No.: (000) 000-0000
Email: xxxxxxx@xx-xxx.xxx
Notice may also be given by facsimile transmission, provided
notice is also sent subsequently by one of the methods
specified above. Notice shall be deemed given on the date of
the receipt if delivered by hand or mail, one day after
posting with FedEx or other comparable carrier or upon
confirmed facsimile transmission to the party named therein at
the applicable fax number above.
19. Applicable Law. This Agreement shall be construed,
performed and enforced in accordance with the laws of the
State of Kansas.
20. Entire Agreement; Modification. This Agreement
contains the entire agreement between the parties hereto
relating to the Property and supersedes all prior and
contemporaneous negotiations, understandings and agreements,
written or oral, between the parties hereto. This Agreement
shall not be amended or modified and no waiver of any
provision hereof shall be effective unless set forth in a
written instrument executed with the same formality as this
Agreement.
21. Survival. The provisions of this Agreement shall
not survive Settlement hereunder and shall be deemed merged
into the deed at Settlement.
22. Time of the Essence. The parties expressly
acknowledge and agree that TIME IS OF THE ESSENCE with respect
to each and every provision of this Agreement; provided,
however, that if the final date of any period which is set out
in any provision of this Agreement falls on a Saturday, Sunday
or legal holiday under the laws of the United States, then
such time period shall be extended to the next day which is
not a Saturday, Sunday or legal holiday.
23. Severability. In the event any one or more of the
provisions contained in this Agreement are held to be invalid,
illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other
provision hereof, and this Agreement shall be construed as if
such invalid, illegal, or unenforceable provision had not been
contained herein.
24. Captions. Any paragraph headings or captions
contained in this Agreement shall be for convenience of
reference only and shall not affect the construction or
interpretation of any provision of this Agreement.
25. Counterparts. Upon written notice to Seller, this
Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which
when taken together shall constitute one and the same
instrument.
26. Tax-Free Exchange. The parties acknowledges that
Purchaser and/or Seller may wish to close this transaction as
part of a tax-free exchange. The parties shall cooperate with
the other and take any reasonable actions necessary, including
the execution of appropriate documents, to assist the other so
to acquire or sell the Property as part of a 1031 deferred
exchange provided that: (a) neither party shall not be
required to incur any liability or expense in connection with
the others exchange; and (b) the exchange does not delay
Settlement.
27. Assignment. This Agreement shall not be assignable
by Purchaser without Seller's prior written consent, which
consent shall not be unreasonably withheld or delayed.
Provided, however, if Purchaser shall remain primarily liable
hereunder, the Purchaser may assign, with written notice to
the Seller, all or a portion of its interest herein to an
affiliate of Purchaser. No assignment by Purchaser shall
relieve him of his obligations and liabilities hereunder.
[SIGNATURE PAGE TO FOLLOW.]
IN WITNESS WHEREOF, each of the parties hereto has caused
this Agreement to be executed in its name pursuant to due
authority as of the dates set forth below.
PURCHASER: AEI FUND MANAGEMENT, INC.,
a Minnesota corporation
By:/s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Secretary Treasurer
Date: 12/14/05
SELLER: SILVER CAPITAL NET LEASE FUND I, LLC, a
Virginia limited liability company
BY: SILVER CAPITAL MANAGER, LLC, a
Virginia limited liability
company, Its Manager
By: /s/ Xxxxx D Silver
Its: Xxxxx X. Silver
President/CEO
Date: 12/16/05
EXHIBIT A
(Legal Description)
Parcel 1:
Xxx 0, Xxxxx 0, Xxxxxx & Recreation Addition to Wichita, Sedgwick
County, Kansas, more specifically described as follows:
Beginning at the Northeast corner of Xxx 0, Xxxxx 0, Xxxxxx &
Recreation Addition to Wichita, Sedgwick County, Kansas; thence,
South 0 degrees 00'00" East a distance of 500.00 feet to the
Southeast corner of said Lot 2; thence North 90 degrees 00'00"
West a distance of 490.90 feet to the Southwest corner of said
Lot 2; thence North 0 degrees 00'00" East a distance of 500.00
feet to the Northwest corner of said Lot 2; thence, North 90
degrees 00'00" East a distance of 490.90 feet to the point of
beginning.
Parcel 2:
A non-exclusive easement for the benefit of Parcel 1 as created
by the instrument dated October 10, 1994 and recorded November
17, 1994, on Film 1489, Page 1020, for the purpose of joint
ingress and egress over and across the north 75 feet of the east
25 feet of Xxx 0, Xxxxx 0, Xxxxxx & Recreation Addition to
Wichita, Sedgwick County, Kansas.
Parcel 3:
A non-exclusive easement for the benefit of Parcel 1 as created
by the instrument dated November 6, 1996 and recorded November 8,
1996, on Film 1652, Page 1358, for the purpose of vehicular (and
pedestrian) ingress, egress, passage and delivery and
installation, construction, repair and maintenance of utilities
over, under, and across the following described premises:
Commencing at the Northeast corner of Xxx 0, Xxxxx 0, Xxxxxx &
Recreation Addition to Wichita, Sedgwick County, Kansas; thence
South along the East line of said Lot 1 a distance of 75.00 feet
for the point of beginning; thence continuing South without
deflection 381.94 feet; thence with a deflection angle 89,a57'01"
right-West 140.43 feet; thence following the arc of a curve to
the left having a radius of 63.00 feet Southwesterly 48.77 feet;
thence continuing tangent from said curve 10.21 feet to the
Westerly line of said Lot 1; thence with a deflection angle
90,a00'00" right-Northwesterly along the Westerly line of said
Lot 1 a distance of 30.00 feet; thence with a deflection angle
90,a00'00" right-Northeasterly 10.21 feet; thence following the
arc of a curve to the right having a radius of 93.00 feet
Northeasterly 72.00 feet; thence continuing tangent from said
curve 95.48 feet; thence following the arc of a curve to the left
having a radius of 30.00 feet Northeasterly 47.10 feet; thence
continuing tangent from said curve and parallel with the East
line of said Lot 1 a distance of 321.98 feet; thence with a
deflection angle 90,a00'00" right-East parallel with the North
line of said Lot 1 a distance of 15.00 feet to the point of
beginning.
Parcel 4:
A non-exclusive easement for the benefit of Parcel 1 as created
by the instrument dated October 10, 1994 and recorded November
17,1994 on Film 1489, Page 1019, for the purpose of constructing,
maintaining, and repairing a drainage system, over, along, and
under the following described tracts of land to-wit: The
centerline of a 10 foot drainage easement described as follows:
Beginning at a point on the East line and 15 feet South of the
Northeast corner of Xxx 0, Xxxxx 0, of said Addition; thence
West, parallel to and 15 feet South of the North line of said Lot
1, 305 feet; thence Northwesterly to a point on the West line and
5 feet South of the Northwest corner of said Lot 1; AND The
centerline of a 10 foot drainage easement described as follows:
Beginning at a point on the East line and 39 feet North of the
Southeast corner of Xxx 0, Xxxxx 0, of said Addition; thence
Southwesterly to a point on the West line and 46.03 feet
Northwest of the Southwest corner of said Lot 1.
Parcel ID #: 113070210100100A
Common Address: 0000 Xxxx 00xx Xxxxxx
Xxxxxxx, Xxxxxx
