ASSIGNMENT
OF
PURCHASE AGREEMENT
AEI Fund Management, Inc., a Minnesota corporation ("Assignor"),
hereby assigns one hundred percent (100%) of its interest to AEI
Income & Growth Fund 27, LLC, a Delaware limited liability
company ("Assignee"), in that certain Purchase and Sale
Agreement between Assignor and Colgate Xxxx Xxxxx, L.L.C., a
Louisiana limited liability company, dated October 31, 2007,
with respect to property located in Shreveport, Louisiana known
as Starbucks coffee shop and drive-through, and Assignee hereby
assumes all management responsibilities and obligations of
Purchaser thereunder.
ASSIGNOR:
AEI FUND MANGEMENT, INC.,
A Minnesota corporation
/s/Xxxxxx X Xxxxxxx
By:Xxxxxx X. Xxxxxxx, Its President
ASSIGNEE:
AEI INCOME & GROWTH FUND 27, LLC,
a Delaware limited liability company
By: AEI FUND MANAGEMENT XXI, INC.,
a Minnesota corporation
Its: Managing Member
/s/ Xxxxxx X Xxxxxxx
By: Xxxxxx X. Xxxxxxx, Its President
PURCHASE AND SALE AGREEMENT
1
This Purchase and Sale Agreement (the "Agreement") entered
into as of this 31st day of October, 2007, by and between Colgate
Xxxx Xxxxx, L.L.C., a Louisiana limited liability company (the
"Seller") and AEI FUND MANAGEMENT, INC., a Minnesota corporation,
or its assigns (the "Buyer"). The date on which last party hereto
executes this Agreement is hereafter referred to as the "Effective
Date".
In consideration of the mutual covenants set forth herein
and other good and valuable consideration, the receipt and
sufficiency of which are herby mutually acknowledged, the
parties hereto covenant and agree as follows:
1. PROPERTY. Seller is the owner of a parcel of real property,
with all improvements thereon, known generally as 319 Xxxx Xxxxx
Industrial, Xxxxxxxxxx, XX 00000, currently leased for use as a
Starbucks coffee shop and drive-through , such property being
more particularly legally described on Exhibit "A" attached
hereto (collectively, the "Property"). The Property includes all
of Seller's rights and interests in and to all buildings and
other improvements on or within the Property or appurtenant
thereto, including easements, warranties, guaranties,
indemnities, and covenants, to the extent the same can be
lawfully transferred to the Buyer. Seller wishes to sell and
Buyer wishes to purchase the Property on the terms and
conditions set forth herein.
2. Lease. The Property is being sold subject to an existing
Lease of the Property, dated March 28, 2007 (the "Lease") by and
between Seller, as lessor, and Starbucks Corporation, a
Washington corporation, as lessee (the "Tenant").
3. CLOSING DATE. The closing date on the Buyer's purchase of
the Property (the "Closing Date") shall be on the later of (A)
ten (10) days from the expiration of the later of: a) the Due
Diligence Period (or an Adverse Change Review Period, if any
should be occasioned, as set forth below in Section 8.03,
whichever is later), or b) the expiration of the Seller's Cure
Period (defined below), or (B) on January 7, 2008..
The foregoing is subject to Buyer and Seller satisfying all
of its obligations herein. However, the Closing Date may be
earlier upon the mutual agreement of the parties, or extended
(such as upon the occurrence of an Adverse Change Review Period)
pursuant to other specific provisions set forth herein.
4. PURCHASE PRICE. The purchase price for the Property is
$1,301,000 (the "Purchase Price"). If all conditions precedent
to Buyer's obligations to purchase have been satisfied, Buyer
shall deposit the Purchase Price with the Closing Agent (as
defined below) on or before the Closing Date.
Within three (3) days of Effective Date of this Agreement,
Buyer will deposit $25,000 (the "XXXXXXX MONEY") in an interest
bearing account with First American Title Insurance Company, 000
Xxxxxxxx Xxxx, 0000 Xxxxxxx Xxxxx, Xxxx: Xxxx Xxxxxxxx; phone
number: 000-000-0000; email: xxxxxxx@xxxxxxx.xxx (the "Closing
Agent" or "Title Company").
If for any reason this Agreement is terminated prior to the
expiration of the Due Diligence Period (or prior to the
expiration of the Adverse Change Review Period if such occurs
because of the unanticipated occurrence of Adverse Change Due
Diligence Documents as defined below), then the Xxxxxxx Money
and any interest accrued thereon shall be immediately returned
to Buyer.
If the transaction contemplated hereby proceeds to Closing,
the Xxxxxxx Money and any interest accrued thereon shall be paid
to Seller at Closing and Buyer shall receive a credit against
the Purchase Price payable hereunder in the amount of the
Xxxxxxx Money plus interest accrued thereon. If the Buyer does
not terminate this Agreement as expressly allowed hereunder, the
Xxxxxxx Money and any interest accrued thereon shall thereafter
be deemed non-refundable, except to the extent any of the
contingencies to Buyer's performance hereunder (including
without limitation, Seller's performance of its obligations
hereunder) shall not be satisfied. As used in this Agreement,
the term "Xxxxxxx Money" shall mean the amount deposited by
Buyer, together with all interest accrued thereon or deemed to
have accrued thereon, as provided above.
The balance of the Purchase Price in cash is to be
deposited by Buyer into an interest bearing escrow account with
the Closing Agent on or before the Closing Date.
5. ESCROW. Escrow shall be opened by Seller with the Closing
Agent upon execution of this Agreement. A fully executed 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. If
there is any conflict between any other instructions and this
Agreement, this Agreement shall control.
6. TITLE. Buyer shall order upon the Effective Date of this
Agreement, at its sole expense, a commitment for an ALTA Owner's
Policy of Title Insurance (most recent edition) prepared by
Capdevielle Title Corporation, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxxxxx, Xxxxxxxxx, underwritten and to be issued by the
Closing Agent, insuring merchantability of title in the
Property, subject only to such matters as Buyer may approve and
contain such endorsements as Buyer may require that are
available for a property in Louisiana, including extended
coverage and owner's comprehensive coverage (the "Updated Title
Commitment"). The Updated Title Commitment shall show Seller as
the present fee owner of the Property and show Buyer as the fee
owner to be insured and insuring Buyer in the amount of the
Purchase Price.
The Updated Title Commitment shall also include:
a) an itemization of all outstanding and pending special
assessments and an itemization of taxes affecting the Property
and the tax year to which they relate;
b) shall state whether taxes are current and if not, show the
amounts unpaid;
c) the tax parcel identification numbers and 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 Documents referred to in the Updated Commitment
(the "UPDATED TITLE COMMITMENT DOCUMENTS") MUST BE ATTACHED TO
THE UPDATED TITLE COMMITMENT.
On or before the earlier of (i) ten (10) days after receipt
of the Updated Title Commitment (including the Updated Title
Commitment Documents) and the Updated Survey (as defined in
Section 8.01 below), or the last day of the Due Diligence
Period, Buyer shall examine title to the Property and make any
objections thereto, including any requests for specific
endorsements insuring over said objections or requests
(hereinafter "objections"). All such objections or requests
shall be made in writing or deemed waived.
If any objections are so made, the Seller shall be allowed
a period of ten (10) days after receipt of Buyer's objections to
respond to Buyer in writing whether or not Seller shall attempt
to cure, remove or obtain insurable title over said objections
("Seller's Title Cure Notice"). If Seller's Title Cure Notice
advises the Buyer of its election to attempt to satisfy or cure
or insure over such objections, the Seller shall have a period
of up to sixty (60) days following receipt of Buyer's notice of
objections within which to cure, satisfy or insure over such
objections (the period of time following the Seller's receipt of
objections and the date upon which the Seller satisfies,
removes, or insures over such objections is the "Seller's Cure
Period"). If Seller's Title Cure Notice advises the Buyer that
Seller shall decide to make no efforts to cure, remove or obtain
insurable title over Buyer's objections, or if Seller is unable
to cure, remove or obtain insurable title over such objections
or elects not to continue such curative efforts within the
Seller's Cure Period, as applicable, Buyer may either (a) waive
its objections or (b) terminate this Agreement by written notice
to Seller within five (5) days after the receipt of Seller's
Title Cure Notice or after the expiration of Seller's Cure
Period, as applicable. If Buyer shall so terminate this
Agreement, the Xxxxxxx Money shall be returned in full to Buyer
immediately and neither party shall have any further duties or
obligations to the other hereunder (except for those which
expressly survive the termination of this Agreement).
Any matters affecting title to the Property on the
Effective Date or appearing on the Title Commitment or Survey at
the end of the Due Diligence Period to which Buyer does not
object (as well as those for which Buyer's objection has been
deemed waived) shall be deemed "Permitted Exceptions". If Buyer
shall fail to terminate this Agreement within five (5) days
following the expiration of the Seller's Title Cure Notice or
Seller Cure Period, as applicable, it shall be conclusively
deemed that Buyer waived all uncured objections, which shall
thereafter constitute additional Permitted Exceptions.
The Buyer shall also have five (5) days to review and
approve any easement, lien, hypothecation or other encumbrance
placed of record affecting the Property after the date of the
Updated Title Commitment. If necessary, the Closing Date shall
be extended by the number of days necessary for the Buyer to
have five (5) days to review any such items. Such five (5) day
review period shall commence on the date the Buyer is provided
with a legible copy of the instrument creating such exception to
title.
If any further objections are so made based upon any
easement, lien, hypothecation or other encumbrance placed of
record affecting the Property after the date of the Updated
Title Commitment, the Seller shall be allowed ten (10) days
after receipt of Buyer's objections to respond to Buyer by
giving the Buyer another Seller's Title Cure Notice, in writing,
stating whether or not the Seller shall elect to cure, remove or
obtain insurable title over said objections, and if Seller
elects to undertake such efforts, the Seller shall have a
further Seller's Cure Period, not to exceed thirty (30) days
within which to doe so . If Seller shall decide to make no
efforts to cure, remove or obtain insurable title over Buyer's
objections or is not able or willing to do so within such
further Seller's Cure Period, it shall so indicate to Buyer in
writing during Seller's Cure Period and Buyer may either (a)
waive its objections or (b) terminate this Agreement by written
notice to Seller within five (5) days after its receipt of
Seller's Title Cure Notice or upon the expiration of Seller's
Cure Period, as applicable. If Buyer shall so terminate this
Agreement, the Xxxxxxx Money shall be returned in full to Buyer
immediately and neither party shall have any further duties or
obligations to the other hereunder (except for those which
expressly survive the termination of this Agreement).
Any matters appearing on the Title Commitment at the end of
the aforementioned five (5) day review period by Buyer to which
Buyer does not object (as well as those for which Buyer's
objection has been deemed waived) shall be deemed "Permitted
Exceptions". If Buyer shall fail to terminate this Agreement
within five (5) days period set forth above, it shall be
conclusively deemed that Buyer waived all uncured objections,
which shall thereafter constitute additional Permitted
Exceptions.
7. SITE INSPECTION. As a condition precedent to Buyer's
obligations hereunder, the Property shall be inspected and
approved by Buyer, in Buyer's sole discretion. Said inspection
shall be completed within the Due Diligence Period, and Buyer
shall provide Seller with its written notice of any disapproval
of the Premises on or prior to the expiration date of the Due
Diligence Period. If Buyer shall not give Seller any written
notice of such disapproval, this condition precedent shall be
deemed waived. Buyer agrees not to interfere with the business
of Seller or the tenant under the Starbucks Lease with regard to
the Property and Buyer shall restore the Property to the same
condition as it existed immediately prior to the conducting of
any such inspection, study or investigation immediately upon
completion of each such inspection, study or investigation
conducted by Buyer, and Buyer covenants and agrees not to allow
or permit any liens or encumbrances to arise or exist against
the Property or any part thereof as a result of any such
inspections or investigations and to immediately remove and
cause to be released of record any such liens or encumbrances
placed on the Property or any part thereof in violation of this
provision. Buyer may not perform any invasive testing or
investigations upon the Property. Buyer shall indemnify, defend
and hold Seller harmless from any and all loss, cost, expense,
damage, liability, mechanics' or materialmen's lien or claim of
lien, action or cause of action, including without limitation
reasonable attorneys' fees, arising from or relating to any and
all such inspections, studies, investigations or entries upon
the Property by Buyer or its agents or representatives.
Notwithstanding anything to the contrary contained elsewhere
herein, Buyer hereby acknowledges that all information furnished
by Seller to Buyer or obtained by Buyer in the course of Buyer's
investigation of the Property, or in any way arising from or
relating to any and all studies or entries upon the Property by
Buyer, its agents or representatives, shall be treated as
confidential information and further, that if any such
confidential information is
disclosed to third parties, Seller may suffer damages and
irreparable harm. In connection therewith, Buyer hereby
expressly understands, acknowledges and agrees (i) that Buyer
will not disclose any of the contents or information contained
in any reports or studies made in connection with Buyer's
investigation of the Property, in any form whatsoever
(including, but not limited to, any oral information received by
Buyer during the course of Buyer's inspection of the Property),
to any party other than the Seller, Seller's agents or
representatives, or Buyer's agents, representatives, consultants
or potential institutional lenders, and other than as required
by applicable law or process of law, without the prior express
written consent of Seller (which consent shall not be
unreasonably withheld); (ii) to furnish Seller with copies of
all reports or studies made by third parties (but not any
reports or studies generated internally by Buyer) in connection
with Buyer's inspection, study or investigation of the Property
within a reasonable time (not to exceed ten (10) days) of
receipt of same by Buyer, provided that prior to Buyer's release
of the same to Seller, the Seller reimburses the Buyer for the
expense of such reports; and (iii) that Seller is relying on
Buyer's covenant not to disclose any of the contents or
information contained in any such reports or investigations
prior to its acquisition of the Property to any third parties
other than the Seller's agents or representatives, or its
agents, representatives, consultants or potential institutional
lenders as provided above (all of which is deemed to be
confidential information by the provisions of this paragraph).
The foregoing covenants and indemnity shall expressly survive
the Closing or the earlier termination of this Agreement.
8. DUE DILIGENCE AND DUE DILIGENCE PERIODS.
8.01 Due Diligence Documents and Due Diligence Period.
Buyer shall have a "DUE DILIGENCE PERIOD" of thirty (30) days
after the Effective Date to review and approve the Due Diligence
Documents (described below) and to conduct all of its
inspections or terminate this Agreement in accordance to the
terms hereof.
WITHIN TEN (10) BUSINESS DAYS FOLLOWING THE EFFECTIVE DATE,
THE SELLER SHALL FURNISH THE BUYER WITH THE DOCUMENTS LISTED
BELOW (THE "DUE DILIGENCE DOCUMENTS"). THE DUE DILIGENCE
DOCUMENTS SHALL BE SENT UNDER COVER OF CORRESPONDENCE FROM
SELLER TO BUYER ADVISING BUYER WHICH OF THE DUE DILIGENCE
DOCUMENTS ARE NOT BEING PROVIDED BECAUSE THEY ARE NOT IN
SELLER'S POSSESSION.
The following Due Diligence Documents are to be delivered
by Seller at Seller's expense (unless specifically designated
herein to be obtained by Buyer), and such documents to be of
current or recent date and certified to Buyer, or otherwise the
most recent of such item in Seller's possession.
a) Copies of Seller's existing Owner's Title Policy for the
Property, with copies of its underlying documents, if in
Seller's possession;
b) Seller shall provide to Buyer a copy of the Seller's
current existing as-built ALTA survey and/or existing boundary
ALTA survey of the Property ("Existing Survey"). During the Due
Diligence Period, Buyer, at Buyer's sole expense shall obtain an
updated as-built ALTA Survey (the "Updated Survey") certified to
"AEI Fund Management, Inc., its successors and/or assigns" and
Title
Company, and in accordance with the requirements set
forth in Exhibit "B" attached hereto;
c) A complete copy of the Lease and Guaranty of Lease, if any,
and any amendments thereto, including but not limited to
amendments, assignments of lease and/or letter agreements,
commencement agreements, memorandum of leases, project
acceptance letter (wherein Tenant accepts possession of the
property, if Tenant shall have issued the same or similar) and
the most recent tenant estoppel currently in Seller's
possession;
d) Seller, at its sole expense, shall provide Buyer with its
existing Phase I Environmental Site Assessment Report...During
the Due Diligence Period, Buyer shall obtain, at its own
expense, an Updated Phase I Environmental Site Assessment report
in accordance to ASTM 1527-05 guidelines ("Updated Phase I ESA")
certified to "AEI Fund Management, Inc, its successors and
assigns";
e) A copy of the Tenant's and Seller's existing insurance
certificate(s) or evidence of the same for the Property pursuant
to the Lease;
f) If in Seller's possession, any zoning information
concerning the current zoning of the Property;
g) A copy of the soils suitability report, if in Seller's
possession;
h) A copy of an existing MAI appraisal of the Property, if in
Seller's possession;
i) A copy of the Certificate of Occupancy from the governing
municipality, if in Seller's possession;
j) If in Seller's possession, Certificate of Substantial
Completion executed by the project architect and/or general
contractor for the improvements;
k) Copies of the existing final building plans and
specifications for the improvements, if in Seller's possession;
1) A copy of the most recent real estate tax statement for
the Property if in Seller's possession;
m) A rent accounting for the last twelve (12) months (or such
shorter period reflecting Tenant's occupancy of the Property)
showing when Seller received each check from Tenant;
n) 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, if in Seller's possession; and
o) Copies of any and all written warranties respecting
construction of the improvements, including but not
limited to the roof, HVAC system, structural, plumbing
or electrical that have not expired by their terms, and
assignments thereof to Tenant, issued to or required to
be provided to Tenant as designated in the Lease, if
any. Buyer will require any and all written warranties,
which have not expired and have not been transferred to
Tenant, to be transferred to Buyer on the Closing Date,
to the extent that the same are lawfully assignable,
and without warranty by the Seller. In the event the
warranties are unable to be transferred to Buyer on the
Closing Date, Seller shall provide Buyer with a letter
of undertaking wherein Seller agrees to transfer at
Seller's cost and expense the warranties into Buyer's
name or to obtain consents to the transfer of
warranties, if such transfer is not automatically
allowed.
(All of the above described documents (a) through (i) are
hereinafter collectively the "DUE DILIGENCE DOCUMENTS").
At any time during the Due Diligence Period, Buyer may
cancel this Agreement for any reason, in its sole discretion, by
delivering a cancellation notice, return receipt requested, to
Seller and Closing Agent on or before the expiration of the Due
Diligence Period and the Xxxxxxx Money shall be returned in full
to Buyer immediately and neither party shall have any further
duties or obligations to the other hereunder (except for any
obligation expressly surviving the termination of this
Agreement).
If notice of termination is not given on or before the
expiration of the Due Diligence Period, all such matters shall
be deemed acceptable and all such conditions satisfied and/or
waived and the right to termination under Section 8.01 shall be
extinguished and the Xxxxxxx Money shall be non-refundable to
Buyer, except in the event: (i) of Seller's default; (ii)
Buyer's termination hereof based upon receipt of any Adverse
Change Documents as defined below as set forth in Section 8.03;
or (iii) pursuant to Buyer's right to terminate as otherwise set
forth herein, in which case the Xxxxxxx Money shall be returned
to Buyer.
8.02 Form of Closing Documents. At least seven (7) days
prior to the end of the Due Diligence Period, Seller shall, at
its sole expense, provide to Buyer the following documents, and
Seller and Buyer shall agree on the form of the following
documents, which are to be delivered to Buyer on the Closing
Date by Seller (and executed by Seller, Tenant, and Buyer as
appropriate) as set forth in Section 14 hereof:
(a) An Act of Sale with limited warranty (the "Deed") dated as
of the Closing Date, conveying the Land according to the legal
description attached hereto as Exhibit "A", the Deed being
subject to the Permitted Exceptions;
(b) Seller's Affidavit as may be required by the Title Company;
(c) FIRPTA Affidavit;
(d) Assignment and Assumption of the Lease, in the form
attached hereto and incorporated herein as Exhibit "C";
(e) A generic Assignment of warranties in the form as attached
hereto and incorporated herein as Exhibit "D"; and
(f) Estoppel from Tenant, in a form set forth in the Starbuck's
Lease, and otherwise, reasonably satisfactory to Buyer.
In the event that Seller and Buyer do not reach mutual agreement
on the form of the above described documents (a) through (0
prior to the end of the Due Diligence Period, or the same
delivered by Seller on the Closing Date, this Agreement may be
terminated by either Seller or Buyer and the Xxxxxxx Money and
accrued interest shall be returned in full to the Buyer
immediately and neither party shall have any further duties or
obligations to the other hereunder (except for any obligation
expressly surviving the termination of this Agreement).
8.03 ADVERSE CHANGE DUE DILIGENCE DOCUMENTS AND ADVERSE
CHANGE REVIEW PERIOD. As soon as available, up until the Closing
Date (the "Adverse Change Review Period"), Seller shall deliver
to Buyer the following items for review and acceptance:
(a) Any documents or written summary of facts known to
Seller that materially
change or render incomplete, invalid, or inaccurate
any of the Due Diligence
Documents (collectively, if any, the "Adverse Change
Due Diligence
Documents").
If necessary, the Closing Date shall be extended to allow
Buyer to have ten (10) days to examine and to accept all of the
above-described Adverse Change Due Diligence Documents. After
Buyer's receipt and review of the Adverse Change Due Diligence
Documents, Buyer may cancel this Agreement if any of the Adverse
Change Due Diligence Documents are not acceptable to Buyer, in
its sole discretion, by delivering a cancellation notice, as
provided herein, to Seller and Closing Agent prior to the end of
the Adverse Change Review Period. Such notice shall be deemed
effective upon receipt by Seller. If Buyer so terminates this
Agreement, the Xxxxxxx Money and accrued interest shall be
returned in full to Buyer immediately 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 hereunder that there have been no material changes in any
of the information reflected in the Due Diligence Documents or
Adverse Change Due Diligence Documents known to Seller and not
disclosed to the Buyer after the date of such document and prior
to closing.
8.04. As Is" Purchase of Property. On the Closing Date the
Buyer will take title to the Property in "as is, where is"
condition and with all faults, and at Buyer's sole risk. The Act
of Sale will contain the following text:
"the property is being sold without representation or warranty,
express or implied, except as expressly herein provided, and
subject to any matters of record set forth herein. buyer
acknowledges and agrees that the property is being sold "as is,
where is," and this sale is made without any warranties or
representations whatsoever with respect to the condition of the
property or any of its components, parts or contents or with
respect to fitness of the property or any of its components,
parts or
CONTENTS FOR ANY PARTICULAR OR INTENDED USE, PURPOSE OR
CONDITION, INCLUDING FURTHER, WITHOUT ANY REPRESENTATIONS OR
WARRANTIES AS TO OR CONCERNING THE CONDITION OF ANY
IMPROVEMENTS ON THE PROPERTY, THE EXISTENCE OF ANY TOXIC OR
HAZARDOUS MATERIALS, WASTE OR ENVIRONMENTAL CONTAMINANTS, OR
WITH RESPECT TO THE COMPLIANCE OF THE PROPERTY WITH ANY LAWS,
ALL OF WHICH SUCH WARRANTIES OR REPRESENTATIONS ARE HEREBY
DISCLAIMED BY SELLER AND WAIVED BY BUYER. BUYER DECLARES THAT
IT HAS EXAMINED THE PROPERTY PRIOR TO THE DATE HEREOF AND THAT
IT IS SATISFIED WITH THE RESULTS OF ITS EXAMINATIONS AND THE
CONDITION OF THE PROPERTY. THE BUYER SPECIFICALLY WAIVES ALL
CLAIMS AND ALL CAUSES OR RIGHTS OF ACTION WHICH BUYER HAS OR
MAY HAVE AGAINST SELLER WITH RESPECT TO THE PHYSICAL CONDITION
OF THE PROPERTY AND ANY DEFECTS, IF ANY, THEREIN, WHETHER
APPARENT OR LATENT, WHETHER KNOWN OR UNKNOWN TO SELLER, OF
EVERY NATURE AND KIND WHATSOEVER. BUYER ALSO WAIVES ANY RIGHTS
IT HAS OR MAY HAVE TO COMMENCE AN ACTION IN REDHIBITION, TO
RESCIND THE SALE OR TO DEMAND A REDUCTION OF PURCHASE PRICE
PURSUANT TO LOUISIANA CIVIL CODE ARTICLES 2520 THROUGH 2548,
INCLUSIVE, IN CONNECTION WITH THE PROPERTY HEREBY CONVEYED TO
IT BY SELLER. BY ITS SIGNATURE, BUYER EXPRESSLY ACKNOWLEDGES
ALL SUCH WAIVERS AND THE EXERCISE OF BUYER'S RIGHT TO WAIVE
WARRANTY PURSUANT TO LOUISIANA CIVIL CODE ARTICLE 2548. WITHOUT
IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, BUYER
ACKNOWLEDGES THAT THE FOREGOING WAIVERS AND DISCLAIMERS HAVE
BEEN BROUGHT TO ITS ATTENTION AND THAT ALL OF THE FOREGOING
WAIVERS AND DISCLAIMERS OF WARRANTY ARE OF THE ESSENCE OF THIS
TRANSACTION AND THAT IT WOULD NOT HAVE BEEN MADE OTHERWISE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER HEREBY
EXPRESSLY WAIVES, AND RELEASES SELLER FROM, ANY AND ALL CLAIMS,
DEMANDS, CAUSES OR RIGHTS OF ACTION, IN REIMBURSEMENT,
CONTRIBUTION OR OTHERWISE, THAT BUYER HAS OR MAY HAVE AGAINST
SELLER ARISING OUT OF DAMAGES, LOSSES, COSTS (INCLUDING WITHOUT
LIMITATION COSTS OF INVESTIGATION AND/OR REM EDIATION) OR
LIABILITIES INCURRED BY OR IMPOSED ON BUYER OR ITS SUCCESSORS
OR ASSIGNS BASED UPON THE EXISTENCE OF ANY HAZARDOUS MATERIALS
IN, ON, UNDER OR FROM THE PROPERTY."
Buyer's Initials
9. CLOSING COSTS. Seller shall pay the following closing
costs: mall recording costs associated with the Deed and
Assignment and Assumption of Lease; (ii) one half of all escrow
fees of Buyer and Seller (iii) any and all brokerage commissions
owed by Seller; and (iv) the premium for a comprehensive Owner's
Title insurance policy in the amount of the purchase price, and
all costs associated with recording any document(s) or
instrument(s) necessary to cure any title objections raised by
Buyer and not otherwise removed or satisfied by the Seller on or
prior to Closing.
Buyer shall pay the cost of; (i) an ALTA survey or
update of the Seller's current survey of the Property (ii) an
updated Phase I ESA report if Buyer elects to obtain the same;
(iii) an updated title commitment/search and and any abstracting
or examination expenses associated with the same, and any
special endorsements it may require or request on its Owner's
Title Policy (except that Seller shall pay for any endorsements
required to insure over any of Buyer's title objections that
Seller undertakes to cure and Seller shall pay for any costs
associated with the removal of the standard exceptions for
mechanic's liens and real estate taxes unpaid but not yet due
and payable), and (iv) one half of any escrow fees charge by the
Closing Agent.
Each party will pay its own attorneys' fees to close
this transaction.
10. REAL ESTATE TAXES AND ASSESSMENTS. Seller represents to
Buyer that to the best of its knowledge, all real estate taxes
and installments of special assessments due and payable prior to
the year of Closing have been or will be paid in full as of the
Closing Date. Seller represents to Buyer that all unpaid levied
and pending special assessments payable in the year of Closing
are paid by the Tenant and shall be the responsibility of the
Tenant under the Lease after the Closing Date.
In the event Tenant does not pay any special assessments or
real estate taxes that are the responsibility of the Tenant
under the Lease, Seller and Buyer agreed to each pay its prorata
share of said assessments or taxes as of the Closing Date.
The provisions of this paragraph 10 shall survive Closing.
11. PRORATIONS. The Buyer and the Seller, as of the Closing
Date, shall prorate: (i) all rent due under the Lease, (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 but not paid as of the Closing Date, based
upon the most current ascertainable tax xxxx 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 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, provided however that no actual proration of
such taxes, charges or expenses shall occur unless and until
Tenant has failed to pay the same when due. In the event Tenant
does not pay any expenses that are the responsibility of the
Tenant under the Lease, Seller and Buyer agreed to each pay its
prorata share of said taxes, charges, and expenses as of the
Closing Date. This provision and the respective obligations of
the parties shall survive Closing.
12. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller represents
and warrants as of this date and to the best of Seller's
knowledge that:
(a) Except for this Agreement and the Lease between Seller and
Tenant, and those matters disclosed in the materials delivered
to Buyer pursuant to Sections 6 and 8, it is not aware of any
other agreements or leases 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 Tenant, except
matters fully covered by insurance;
(d) The consummation of the transactions contemplated
hereunder, and the performance of this Agreement and
the delivery of the 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, and
representations made herein, and in any and all
documents which may be delivered pursuant hereto,
shall survive the delivery to AEI of the Deed and
other documents furnished in accordance with this
Agreement, and the provision hereof shall continue to
inure to Buyer's benefit and its successors and
assigns for a period of six (6) months following the
Closing Date;
(f) To the knowledge of the Seller, 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) To the knowledge of the Seller, the use and operation of
the Property now is in full compliance with applicable local,
state and federal laws, ordinances, regulations and
requirements;
(h) 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.
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;
(i) The transaction contemplated herein does not represent a
fraudulent conveyance by Seller;
(j) Neither Seller nor, to Seller's current, actual knowledge,
any of Seller's partners, are an entity or person: (i) that is
listed in the Annex to, or is otherwise subject to the
provisions of Executive Order 13224 issued on September 24, 2001
("E013224"); ii) whose name appears on the United States
Treasury Department's Office of Foreign Assets Control ("OFAC")
most current list of "Specifically Designated National and
Blocked Persons" (which list may be published from time to time
in various mediums including, but not limited to, the OFAC
website,
(xxxx://xxx.xxxxx.xxx/xxxxxxx/xxxxxxxxxxx/xxxxxxx/xxxxxxxxxxx.xx
t); (iii) who commits, threatens to commit or supports
"terrorism," as that term is defined in E013224; (iv) is subject
to sanctions of the United States government or is in violation
of any federal, state, municipal or local laws, statutes, codes,
ordinances, orders, decrees, rules or regulations relating to
terrorism or money laundering, including, without limitation,
E013224 and the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism
Act of 2001; or (v) who is otherwise affiliated with
any entity or person listed above (any and all parties
or persons described in subsections (i) - (v) above
are herein referred to as a "Prohibited Person").
Neither Seller nor its members shall knowingly: (A)
conduct any business, nor engage in any transaction or
dealing, with any Prohibited Person, including, but
not limited to, the making or receiving of any
contribution of funds, goods, or services, to or for
the benefit of a Prohibited Person; or (B) engage in
or conspire to engage in any transaction that evades
or avoids, or has the purpose of evading or avoiding,
or attempts to violate, any of the prohibitions set
forth in E013224; and
(k) These Seller's representations and warranties deemed to
be true and correct as of the Closing Date. If the
Seller shall notify Buyer of a change in these
representation and warranties prior to the Closing
Date, the Buyer shall get five (5) days to review such
change and terminate this Purchase Agreement if Buyer
deems necessary. If Buyer so terminates this
Agreement, the Xxxxxxx Money shall be returned in full
to Buyer immediately.
These representations and warranties shall survive the
Closing for a period of six (6) months. As used herein, the
terms "Seller's knowledge" or to the "best of Seller's
knowledge" refer and are limited to the actual personal
knowledge of Xx Xxxxx.
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; and
(c) Neither Buyer nor, to the best of Buyer's knowledge, any of
Buyer's members, are an entity or person: (i) that is listed in
the Annex to, or is otherwise subject to the provisions of
Executive Order 13224 issued on September 24, 2001 ("E013224");
ii) whose name appears on the United States Treasury
Department's Office of Foreign Assets Control ("OFAC") most
current list of "Specifically Designated National and Blocked
Persons" (which list may be published from time to time in
various mediums including, but not limited to, the OFAC website,
(http ://www.treas. gov/offi enforcement/ofac/sdn/tllsdn. p d
I); (iii) who commits, threatens to commit or supports
"terrorism," as that term is defined in E013224; (iv) is subject
to sanctions of the United States government or is in violation
of any federal, state, municipal or local laws, statutes, codes,
ordinances, orders, decrees, rules or regulations relating to
terrorism or money laundering, including, without limitation,
E013224 and the Uniting and
Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of
2001; or (v) who is otherwise affiliated with any
entity or person listed above (any and all parties or
persons described in subsections (i) - (v) above are
herein referred to as a "Prohibited Person"). Neither
Buyer nor its members shall knowingly: (A) conduct any
business, nor engage in any transaction or dealing,
with any Prohibited Person, including, but not limited
to, the making or receiving of any contribution of
funds, goods, or services, to or for the benefit of a
Prohibited Person; or (B) engage in or conspire to
engage in any transaction that evades or avoids, or
has the purpose of evading or avoiding, or attempts to
violate, any of the prohibitions set forth in E013224.
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 six (6) months.
14. CLOSING.
(a) On or before the Closing Date, with simultaneous copy
to Buyer, Seller will deposit into escrow with the Closing Agent
the following documents on or before the Closing Date:
(1) The Deed, conveying title to the Property to Buyer, in form
and substance as agreed to between Seller and Buyer during the
Due Diligence Period, with a warranty only as to the acts and
deeds of the Seller during the course of its ownership of the
Property, only, and in "as is, where is" condition as set forth
in section 8.04 of this Agreement;
(2) Estoppel letter from Tenant, in form and substance as
agreed to between Seller and Buyer during the Due Diligence
Period;
(3) Affidavit of Seller, in form and substance as agreed to
between Seller and Title Company, during the Due Diligence
Period;
(4) FIRPTA Affidavit, in form and substance as agreed to
between Seller and Buyer during the Due Diligence Period;
(5) Seller's counterpart to the Assignment and Assumption of
the Lease in the form and substance as attached hereto and
incorporated herein as Exhibit "C", accompanied by the original
Lease and originals of any and all documentation modifying the
Lease, including but not limited to, assignments, amendments,
commencement agreement, memorandum of lease, and letter
agreements;
(6) Assignment and assumption of warranties in the form and
substance as attached hereto and incorporated herein as Exhibit
"D";
(7) Tenant's Certificate of Insurance naming Buyer as
additional insured and/or loss payee, as required by the Lease;
(8) a down-dated title commitment for an owner's title
insurance policy, reflecting only Permitted Exceptions and
endorsements required by Buyer during the Due Diligence Period;
(9) Notice of Sale to Tenant; and
(10) A letter from Seller to Buyer wherein the Seller itemizes
(in percentages totaling 100%), the following percentages of
costs of the Premises: land acquisition, soft costs, building
construction, and site work (this assists Buyer in allocating
the Property onto its books at Closing).
(b) On or before the Closing Date, Buyer will deposit the
following with the Closing Agent: i) balance of the Purchase
Price; and ii) its counterpart to the Deed and the Assignment
and Assumption of Lease.
(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 Xxxxxxx Money returned to
Buyer in full immediately) in the event of any of the following
occurrences:
(a) Seller fails to comply with any of the terms hereof for a
period of ten (10) days after receipt of written notice from
Buyer to Seller requesting compliance. However, if such matter
cannot be cured within ten (10) days, and Seller has commenced
cure within such ten (10) day period and is diligently pursuing
such cure, Seller shall be afforded such additional time, not to
exceed thirty (30) days, as is necessary to cure such matter. If
necessary, the Closing Date shall be extended so long as Seller
is diligently pursuing a cure pursuant to this Section 15(a);
(b) A default exists in any material financial obligation of
Seller or Tenant under the Starbuck's Lease;
(c) Any representation made or contained in any submission from
Seller proves to have been knowingly untrue, substantially false
or misleading when made, or any representation made or contained
in any submission of a Due Diligence Document from a third party
proves to have been knowingly untrue, substantially false or
misleading when made;
(d) There has been a material adverse change in the financial
condition of Tenant 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
Tenant which affects their respective abilities to perform under
the Lease;
(e) Any bankruptcy, reorganization, insolvency, withdrawal, or
similar proceeding is instituted by or against Seller or Tenant;
(1) Seller or Tenant shall be dissolved, liquidated or
wound up;
(g) Tenant does not take possession of the Property and/or
commence paying rent under the Lease by the Closing Date;
(h) Notice of termination given by Buyer pursuant to any right
to do so hereunder.
16. DAMAGES, DESTRUCTION AND EMINENT DOMAIN. If, prior to the
Closing Date, the Property, or any part thereof, should be
destroyed or further damaged by fire, the elements, or any
cause, due to events occurring subsequent to the date of this
Agreement (which damage exceeds 10% of the Purchase Price of the
Property or abates payment of rent by Tenant or renders the
Lease invalid), this Agreement shall become null and void, at
Buyer's option, exercised by written notice to Seller within ten
(10) 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 Section 8 hereof have been
satisfied, or waived; and (b) any period provided for above in
Section 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
Purchase Price, and Seller shall assign to Buyer the Seller's
right, title and interest in and to all insurance proceeds
resulting form said damage or destruction to the extent that the
same are payable with respect to damage to the Property, subject
to rights of the Tenant.
If prior to closing, the Property, or any part thereof, is
taken by eminent domain (which taking delays commencement of the
Lease or delays payment of rent by the Tenant or renders the
Lease invalid) 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 the Seller's right, title and interest in and to any
award made, or to be made, in the condemnation proceeding,
subject to the rights of the Tenant.
In the event that this Agreement is terminated by Buyer as
provided above, the Xxxxxxx Money shall be returned to Buyer
immediately 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 or its address set forth below, or by facsimile
transaction to the respective fax number(s) set forth below with
printed confirmation of receipt thereof, or to such other
address as such party may hereafter designate by written notice
to the other party. Notice given in accordance herewith shall be
effective upon delivery to the address of the addressee. Any
notice given by facsimile transmission shall be followed by a
hard copy or by hand delivery.
If to Seller: Colgate Xxxx Xxxxx, L.L.C.
Colgate Real Estate
Partners, LP 0000
Xxxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Attn: Xx Xxxxx
Phone number: 214-987-
1739 Facsimile: 214-
594-2244
with a copy Xxxxxxx X. Xxxxxxx
to: Xxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxx &
Xxxxxxx, L.L.C. 000 Xxxxxxx Xxxxxx,
00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxx 00000
Facsimile: 000-000-0000
AEI Fund Management, Inc.
If to Buyer: 1300 Xxxxx Fargo Center
00 X. 0xx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Attention: Xxxxxx Xxxxx, Director of
Acquisitions and Xxxxxxx Xxx,
Acquisitions Closing Specialist Phone
No.: (000) 000-0000
Fax: (000-000-0000
Email: xxxx@xxxxxxxxx.xxx
With a copy to: Xxxxxxx Xxxxxxxxx
Xxxxxxxxx Law Firm
00 Xxxx Xxxxxxx Xxxxxx,
Xxx 0000 Xx. Xxxx,
Xxxxxxxxx 00000
Phone: (000) 000-0000
Fax: 000-000-0000
E-Mail: xxxxxx@xxxxxxxxxx.xxx
18. MISCELLANEOUS.
18.1 ENTIRE AGREEMENT; AMENDMENTS; RULE OF CONSTRUCTION;
WAIVERS; ATTORNEYS' FEES. This Agreement may be amended only by
written agreement signed by both Seller and Buyer, and 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.
18.2 DEFAULT. If the transaction contemplated hereunder
does not close by the Closing Date, through no fault of Buyer,
Buyer may terminate this Agreement and receive its Xxxxxxx Money
back in full immediately together with an equal amount to be
paid by Seller as liquidated damages and in lieu of any other
remedy at law or in equity; or, the Buyer may
demand specific performance of the Seller's obligations under
this Agreement. If the transaction contemplated by this
Agreement does not close by the Closing Date, through no fault
of Seller (if this Agreement has not been terminated by Buyer
pursuant to Buyer's right to terminate hereunder), Seller may
either, at its election, terminate this Agreement and receive
the Xxxxxxx money in full as liquidated damages and in lieu of
any other remedy at law or in equity; or, the Seller may demand
specific performance of the Buyer's obligations under this
Agreement.
18.3 ASSIGNMENT. This Agreement shall be assignable by
Buyer, at its option, in whole or in part, in such manner as
Buyer may determine, to an affiliate or affiliates of Buyer.
18.4 BROKERS. Seller shall pay any and all real estate
commissions due and payable to any broker claiming commission by
and through its representation of Seller. Buyer shall pay any
and all real estate commissions due and payable to any broker
claiming commission by and through its representation of Buyer.
18.5 COMPUTATION OF TIME. If the time period or date by
which any right, option, or election provided under this
Agreement must be exercised, or by which any act required
hereunder must be performed, or by which the Closing must be
held, expires or occurs on a Saturday, Sunday, or legal or bank
holiday, then such time period or date shall be automatically
extended through the close of business on the next regularly
scheduled business day.
18.6 COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which will be deemed to be an
original and which together shall constitute the agreement of
the parties hereto.
18.7. EXPIRATION. Buyer is submitting this offer by signing
a copy of this Agreement and delivering it to Seller. Seller has
until November , 2007, within which time to accept this offer
by signing and returning this Agreement to Buyer. When executed
by both parties, this Agreement will be a binding agreement for
valid and sufficient consideration which will bind and benefit
Seller, Buyer and their respective successors and assigns.
18.8. Sale and Purchase of Other Property. Seller's
obligation to sell the Property to Buyer are contingent upon the
Buyer's concurrent acquisition of certain property owned by
Seller's affiliate, Colgate Breville, L.L.C., as more fully
described in, and pursuant to the terms and conditions of that
certain Purchase and Sale Agreement dated of even date herewith,
between Buyer and Colgate Breville, L.L.C. (the "Breville
Agreement"). Buyer hereby acknowledges and agrees that if the
Buyer elects to terminate this Agreement for any reason
permitted herein during the Due Diligence, at the Seller's
option and election, the Seller may terminate the Breville
Agreement, and that if the Buyer elects to terminate the
Breville Agreement for any reason permitted therein during the
due diligence period thereunder, at the Seller's option and
election, the Seller may terminate this Agreement. Provided,
however, if Buyer shall terminate this Agreement or the Breville
Agreement because Buyer's objections, in Buyer's sole but
commercially reasonable discretion, to matters of title, survey,
or environmental concern, which objections Seller does not cure
within sixty (60) days of Buyer having raised said objections in
writing prior to the end of the Due Diligence Period (or Adverse
Change Review Period, if applicable), then Seller's option to
terminate pursuant to this paragraph shall not apply, and Buyer
shall be free to purchase
either Property but not the other. The term "Buyer's objections,
in Buyer's sole but commercially reasonable discretion" shall
mean such adverse matters substantially similar to those matters
that have been of commercially reasonable concern to Buyer in
the past conduct of its business of acquiring commercial
properties.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.SIGNATURES TO
FOLLOW ON THE NEXT PAGE.]
IN WITNESS WHEREOF, Seller and Buyer have executed this
Agreement effective as of the date last set forth below.
SELLER:
Colgate Xxxx Xxxxx, L.L.C.,
a Louisiana limited liability company,
its Manager Cedar Top
Development, Inc., a Texas
corporation
By: /s/ Xx X Xxxxx
Xx Xxxxx President
Date: 11/5/07
STATE OF Colorado
) ss.
COUNTY OF EAGLE
On this 5th day of November before me, the undersigned, a
Notary Public in and for said State, personally appeared Xx Xxxxx,
personally known to me to be the person who executed the within
instrument as the President of Cedar Top Development, Inc, Manager
of Colgate Xxxx Xxxxx, LLC., a limited liability company, on behalf
of said Company.
/s/ Xxxxxx Blow
Notary Public
[notary seal]
My Commission Expires 09/19/2009
BUYER:
AEI FUND MANAGEMENT, INC.
By: /s/ Xxxxxx X Xxxxxxx
Xxxxxx X Xxxxxxx its Presdient
Date: October 31, 2007
STATE OF MN )
)ss
COUNTY OF XXXXXX )
ON this 31st day of October, 2007, before me the undersigned, a Notary Public
in and for said State, personally Xxxxxx X Xxxxxxx, personally known to me to be
the person who executed the within instrument as the President of AEI Fund
Management, Inc., a Minnesota corporation, on behalf of said corporation.
/s/ Xxxxxxx X Xxxxxxxxx
Notary Public
[notary seal]
