AGREEMENT TO PURCHASE
Mandeville, LA October 19, 2001
Purchaser: Xxxx Thai Xxxxxx and/or his assigns offers and
agrees to purchase
Property Description: Land, building, and all improvements
thereon having municipal address 000 Xxxxx Xxxxxxx 000, Xx.
Xxxxxxx Xxxx Lot 4 on grounds measuring about 1.27 acres
(Exhibit A attached for identification or as per title).
Sale is to include all furniture, fixtures and equipment
owned by AEI Income & Growth Fund XXI Limited Partnership
that is presently located on the premises.
Price: Property sold in its present condition after all
inspections are complete and purchaser is satisfied with the
building and its components after Purchaser has completed
his due diligence. Property is purchased subject to all
title and zoning restrictions, servitudes on record, and
laws or ordinances for the sum of nine hundred thousand
dollars ($900,000.00) Dollars on the terms of all cash to
seller at act of sale.
Financing: This sale is conditioned upon the ability of
purchaser to borrow upon this property as security by a
mortgage loan or loans on the terms agreeable to Purchaser.
Commitment by lender to make loan subject to approval of
title shall constitute obtaining of loan. Should Purchaser
be unable to obtain the loan stipulated on or before
December 10, 2001 this contract shall then become null and
void and the agent is hereby authorized to return the
purchaser's deposit in full, upon receipt of a written
cancellation signed by all parties involved, evidencing
mutual consent to the release of said deposit. Purchaser is
obligated to make a good faith application of said loan
within five (5) calendar days from acceptance of this offer.
Purchaser's failure to apply for said loan to reasonably
produce all documents required by lender, and diligently
pursue loan approval shall not void this agreement but shall
be considered a breach hereof. If Purchaser fails to notify
seller of Purchaser's inability to obtain such a loan within
the period herein provided, Purchaser shall be deemed to
have obtained such a loan and this condition shall be deemed
satisfied.
Leases:
Property is to be acquired free of any leases. If seller is
unable to timely terminate the existing lease between AEI
Income & Growth Fund XXI Limited Partnership and Huntington
Restaurant Group, the purchaser at his option may extend the
act of sale date at his discretion to allow seller to
terminate the lease or declare this purchase agreement null
and void. Premises to be vacated by Denny's Restaurant
prior to Act of Sale. Property is to be free of accumulated
trash.
Occupancy: at Act of Sale.
Liens: All improvement liens and assessments of any kind
bearing against the property at time of act of sale are to
be paid by Seller.
Prorations/Other Cost: Real Estate Taxes are to be prorated
to date of Act of Sale. All keys are to be transferred to
Purchaser at Act of Sale. All costs and fees for necessary
Seller's certificates, and Seller's closing fee are to be
paid by Seller. Cost of survey and/or title insurance, if
required or requested, is to be paid by Purchaser.
Act of Sale: Time being of the essence, the Act of Sale, is
to be passed before Purchaser's Notary Public, on December
19, 2001, or sooner if mutually agreeable.
Curative Work: In the event curative work in connection
with the title is required, the parties, agree to and do
extend the date for passing the Act of Sale to a date not
more than ten (10) days following completion of curative
work; but in no event shall such extension exceed thirty
(30) days without the written consent of all parties. The
parties hereby agree that Seller may or may not perform
curative work and if Xxxxxx chooses not to perform curative
work then Purchaser may elect to purchase the property "as
is" or terminate this agreement and have his deposit
returned in full.
Deposit: Seller and Purchaser shall be bound by all the
terms and conditions as stated herein and Purchaser is
obligated to deposit with Purchaser's agent/broker at date
of notification by seller of Huntington Restaurant Group's
termination of lease an amount of seven thousand ($7000.00)
dollars and failure to do so shall be considered a breech of
this agreement. This deposit is to be non-interest bearing
and may be placed in any bank in Metropolitan New Orleans,
without responsibility on the part of the agent in case of
failure or suspension of such bank.
Merchantable Title: Seller shall deliver to Purchaser a
merchantable title, and Seller's inability to deliver such
title, within the time stipulated herein, shall render this
agreement null and void, reserving unto Purchaser the right
to demand the return of the deposit
Breach of Agreement by Seller: In the event the Seller fails
to comply with this agreement for any reason other than
inability to deliver a merchantable title, within the time
specified, the Purchaser shall have the right to demand
specific performance; or at Purchaser's option, Purchaser
shall have the right to demand the return of his deposit in
full. Purchaser shall have the right to recover from Seller
actual costs and/or fees, including expenses and reasonable
attorney's fees incurred as a result of this agreement or
breach thereof if Purchaser shall seek specific performance.
Breach of Agreement by Purchaser: In the event the Purchaser
fails to comply with this agreement within the time
specified, the Seller shall have the right to demand
specific performance; or, at Seller's option, Seller shall
have the right to reoffer the property for sale and may
declare the deposit, ipso-facto, forfeited, without
formality beyond tender of title to Purchaser. Seller shall
have the right to recover any costs and/or fees, including
expenses and reasonable attorney's fees, incurred as a
result of this agreement or breach thereof only if Seller
seeks specific performance.
Deadlines: Time is of the essence and all deadlines are
final except where modifications, changes, or extensions are
made in writing and signed by all parties.
Commission: If this offer is accepted, Xxxxxx agrees to pay
to Property One, Inc. the agent's commission of four (4%)
percent of the purchase price, which commission is earned by
agent at Act of Sale and when title is transferred to
Purchaser.
Inspection: The Purchaser shall have through November 2,
2001 to have its engineers and attorneys examine, approve
and certify the physical property for environmental hazards,
approval of new survey, code requirements, zoning
clarification, maintenance record, and any other matters
affecting the ownership of the property as a condition to
Purchaser's obligation Purchaser has the right to inspect
and approve the physical condition of the building and its
components, including but not limited to plumbing,
electrical, and HVAC and to check and approve the condition
of the walk-in coolers, hood, and other kitchen equipment.
Purchaser shall be able to receive the necessary liquor
licenses and any local or state governmental licenses and/or
permits. Seller shall be under no obligation to assist
Purchaser in obtaining such licenses and permits; however,
Xxxxxx agrees to allow Purchaser to place a sign in the
window as required by law when Purchaser applies for the
liquor license, but only after the Purchase Agreement has
been accepted and the termination process of the lease is
agreed to. The approval of said inspection shall be at
Purchaser's sole discretion. Seller agrees to make all
records in Seller's possession available to the Purchaser,
including but not limited to all easement agreements, tax
bills, insurance policies, a copy of a current survey
showing all easements, servitudes, and right of ways and a
copy of any available plans and building specifications for
existing structure. Failure to make inspections or to give
written response to Seller by November 2, 2001 shall be
deemed as acceptance by Purchaser of the property's present
condition and suitability of the property for Purchaser's
purposes. Purchaser must indicate in writing the
deficiencies with which he is not satisfied and must provide
Seller and/or Purchaser's agent with a copy of all
inspection reports. Seller shall have five (5) calendar
days from receipt of Purchaser's response to respond in
writing his willingness to remedy those deficiencies.
Purchaser shall at his option the right to accept Xxxxxx's
remedy or declare this agreement null and void. Purchaser
shall have the right to reinspect the property within five
(5) days prior to the act of sale in order to determine if
the property is in substantially the same or better
condition as was present at the initial inspection.
Purchaser shall indemnify and hold Seller harmless against
any claim or cause of action against Seller (including
Seller's reasonable attorneys fees) arising out of the
inspection. Purchaser agrees to make reasonable repairs to
any damage caused to the property due to said inspections at
Purchaser's expense.
Disclosure of Agency Relationship: Purchaser and Seller
hereby acknowledge that the agent, Property One, Inc.-
Xxxxxx/Xxxx X'Xxxxx is acting as an agent for the Purchaser.
Furthermore, both Purchaser and Seller hereby acknowledge
that they have read and signed the "Agency Disclosure" form
prepared by the Louisiana Real Estate Commission.
Notice: The Louisiana Bureau of Criminal Identification and
Information maintains a State Sex Offender and Child
Predator Registry, which is a public access data base of the
locations of individuals required to register pursuant to
LSA-R.S. 15:540 et seq. Sheriff's Departments and Police
Departments serving jurisdictions of 450,000 also maintain
such information. The State Sex Offender and Child Predator
Registry database can be accessed at
xxx.xxxxxxx.xxx.xxx/xxxxx/ and contains address, pictures
and conviction records for registered offenders. The
database can be searched by zip cord, city, and parish or by
offender name. Information is also available by phone at 1-
000-000-0000 or 000-000-0000 or mail at P.O. Box 66614, Mail
Slip #18, Baton Rouge, Louisiana, 70896. You can also e-
mail State Services at XXXXX@xxx.xxxxx.xx.xx for more
information.
Other Conditions:
This offer remains binding and irrevocable through October
19, 2001.
Submitted to:
Date
/s/ Xxxx Thai Xxxxxx 10/19/01
Purchaser's Signature Date
Xxxx Thai Xxxxxx
Purchaser's Name (Print or Type)
Purchaser's Signature Date
Purchaser's Name (Print or Type)
Submitted by: Xxxxxx/Xxxx X'Xxxxx
Xxxxxxx Agent Date
I/We accept the above in all its
terms and conditions.
AEI INCOME & GROWTH FUND XXI LIMITED 10/19/01
PARTNERSHIP DATE
BY: AEI FUND MANAGEMENT XXI , INC
ITS MANAGING GENERAL PARTNER
BY XXXX X XXXXXX
CHIEF FINANCIAL OFFICER
Seller's Signature Date
Seller's Name (Print or Type)
Seller's Signature Date
Seller's Name (Print or Type)
Received by:
Time:
Date:
Amendment to Purchase Agreement
RE: Purchase Agreement dated October 19, 2001
Lot 4 St Tammany Oaks 000 X. Xxx 000
Xxxxxxxxx, XX
Purchaser: Xxxx Thai Xxxxxx
Seller: AEI Income & Growth fund XXI Limited Partnership
Xxxxxxxxx agrees to accept the above described property in its present
condition and agrees that the cost of all repairs including but not
limited to the roof leaks or replacement of xxxx and all leaks at the
windows, as well as other repairs listed in the Proposal for Repairs
#4529 by E.C.O. Builders, Inc. dated November 1, 2001, attached hereto
and any other repairs that may be needed for a reduction of the
purchase from $900,000 to $875,000. Seller assumes no obligation for
the cost of the repairs other than the reduction in the purchase price.
Loan approval date is extended to on or before January 21, 2002.
Act of Sale Date is extended to on or before January 31, 2002.
All other terms and conditions of the Purchase Agreement to
remain unchanged and in full force and effect.
/s/ Xxxx Thai Xxxxxx AEI Income & Growth Fund XXI Ltd Partnership
Purchaser By AEI Fund Management XXI Inc.
its Managing General Partner
Xxxx Thai Xxxxxx Seller
By Xxxx X Xxxxxx
its Chief Financial Officer
11/11/01 11/11/01
Date Date
