PURCHASE AGREEMENT
Hops Grill & Bar
Palm Harbor, Florida
This AGREEMENT, entered into effective as of the 6th of May,
2002.
l. PARTIES. Seller is AEI Real Estate Fund 85-A Limited
Partnership which owns an undivided 100% interest in the fee
title to that certain real property legally described in the
attached Exhibit "A" (the "Property") Buyer is Xxxxxxx
Development Company, an Illinois corporation. Seller wishes to
sell and Buyer wishes to buy the Property.
2. PROPERTY. The Property to be sold to Buyer in this transaction
consists of an undivided 100% percentage interest (hereinafter,
simply the "Property").
3. PURCHASE PRICE. The purchase price for this percentage
interest in the Property is $1,118,000 (one million, one hundred
and two thousand and no/100 dollars), all cash.
4. TERMS. The purchase price for the Property will be paid by
Buyer as follows:
(a) When this agreement is executed, Buyer will pay $50,000
to Seller (which shall be deposited into escrow according
to the terms hereof) (the "First Payment"). The First
Payment will be credited against the purchase price when and
if escrow closes and the sale is completed.
(b) Buyer will deposit the balance of the purchase price,
$1,052,000 (the Second Payment") into escrow in sufficient
time to allow escrow to close on the closing date.
5. CLOSING DATE. Escrow shall close on or before June 15, 2002.
6. DUE DILIGENCE. Buyer will have until the expiration of fifteen
business days (The "Review Period") after delivery of each of
following items, to be supplied by Seller, to conduct all of its
inspections and due diligence and satisfy itself regarding each
item, the Property, and this transaction. Buyer agrees to
indemnify and hold Seller harmless for any loss or damage to the
Property or persons caused by Buyer or its agents arising out of
such physical inspections of the Property.
(a) One copy of a title insurance commitment for an Owner's
Title insurance policy (see paragraph 8 below).
(b) A copy of a Certificate of Occupancy or other such document
certifying completion and granting permission to permanently
occupy the improvements on the Property as are in Seller's
possession.
(c) A copy of an "as built" survey of the Property done
concurrent with Seller's acquisition of the Property.
(d) Lease (as further set forth in paragraph 11(a) below) of the
Property showing occupancy date, lease expiration date, rent,
and Guarantees, if any, accompanied by such tenant financial
statements as may have been provided most recently to Seller
by the Tenant and/or Guarantors.
Buyer Initial: /s/ JWS
Purchase Agreement for Hops Grill, Palm Harbor, FL
Buyer may cancel this agreement for ANY REASON in its sole
discretion by delivering a cancellation notice, return receipt
requested, to Seller and escrow holder before the expiration of
the Review Period. Such notice shall be deemed effective only
upon receipt by Seller. If this Agreement is not cancelled as set
forth above, the First Payment shall be non-refundable unless
Seller shall default hereunder.
If Buyer cancels this Agreement as permitted under this
Section, except for any escrow cancellation fees and any
liabilities under the first paragraph of section 6 of this
Agreement (which will survive), Buyer (after execution of such
documents reasonably requested by Seller to evidence the
termination hereof) shall be returned its First Payment, and
Buyer will have absolutely no rights, claims or interest of any
type in connection with the Property or this transaction,
regardless of any alleged conduct by Seller or anyone else.
Unless this Agreement is canceled by Buyer pursuant to the
terms hereof, if Buyer fails to make the Second Payment, Seller
shall be entitled to retain the First Payment and Buyer
irrevocably will be deemed to be in default under this Agreement.
Seller may, at its option, retain the First Payment and declare
this Agreement null and void, in which event Buyer will be deemed
to have canceled this Agreement and relinquish all rights in and
to the Property, or Seller may exercise its rights under Section
14 hereof. If this Agreement is not canceled and the First
Payment and the Second Payment is made when required, all of
Buyer's conditions and contingencies will be deemed satisfied.
7. ESCROW. Escrow shall be opened by Seller and funds deposited
in escrow upon acceptance of this Agreement by both parties. The
escrow holder will be a nationally-recognized escrow company
selected by Seller. A copy of this Agreement will be delivered to
the escrow holder and will serve as escrow instructions together
with the escrow holder's standard instructions and any additional
instructions required by the escrow holder to clarify its rights
and duties (and the parties agree to sign these additional
instructions). If there is any conflict between these other
instructions and this Agreement, this Agreement will control.
8. TITLE. Closing will be conditioned on the agreement of a
title company selected by Seller to issue an Owner's policy of
title insurance, dated as of the close of escrow, in an amount
equal to the purchase price, insuring that Buyer will own
insurable title to the Property subject only to: the title
company's standard exceptions; current real property taxes and
assessments; survey exceptions; the rights of parties in
possession pursuant to the lease defined in paragraph 11 below;
all matters of public record; and other items disclosed to Buyer
during the Review Period.
Buyer shall be allowed five (5) days after receipt of said
commitment for examination and the making of any objections to
marketability thereto, said objections to be made in writing or
deemed waived. If any objections are so made, the Seller shall
be allowed eighty (80) days to make such title marketable or in
the alternative to obtain a commitment for insurable title
insuring over Buyer's objections. If Seller shall decide to make
no efforts to make title marketable, or is unable to make title
marketable or obtain insurable title, (after execution by Buyer
of such documents reasonably requested by Seller to evidence the
termination hereof) Buyer's First Payment will be returned and
this Agreement shall be null and void and of no further force and
effect. Seller has no obligation to spend any funds or make any
effort to satisfy Buyer's objections, if any.
Pending satisfaction of Buyer's objections, the payments
hereunder required shall be postponed, but upon satisfaction of
Buyer's objections and within ten (10) days after written notice
of satisfaction of Buyer's objections to the Buyer, the parties
shall perform this Agreement according to its terms.
9. CLOSING COSTS. Seller will pay one-half of escrow fees, the
cost of the title commitment and any brokerage commissions
payable. The Seller will pay the cost of issuing a Standard
Buyer Initial: /s/ JWS
Purchase Agreement for Hops Grill, Palm Harbor, FL
Owners Title Insurance Policy in the full amount of the purchase
price. Buyer will pay all recording fees, transfer taxes and
clerk's fees imposed upon the recording of the deed, one-half of
the escrow fees, and the cost of an update to the Survey in
Sellers possession (if an update is required by Buyer.) Each
party will pay its own attorney's fees and costs to document and
close this transaction.
10. REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND PRORATIONS.
(a) Because the Property is subject to a triple net lease
(as further set forth in paragraph 11(a)(i), the parties
acknowledge that there shall be no need for a real estate
tax proration. However, Seller warrant that all real estate
taxes and installments of special assessments due and
payable in all years prior to the year of Closing have been
paid in full. Unpaid real estate taxes and unpaid levied
and pending special assessments existing on the date of
Closing shall be the responsibility of Buyer, pro-rated,
however, to the date of closing for the period prior to
closing, which shall be the responsibility of Seller if
Tenant shall not pay the same. Buyer shall likewise pay all
taxes due and payable in the year after Closing and any
unpaid installments of special assessments payable therewith
and thereafter, if such unpaid levied and pending special
assessments and real estate taxes are not paid by any tenant
of the Property.
(b) All income and all operating expenses from the Property
shall be prorated between the parties and adjusted by them
as of the date of Closing. Seller shall be entitled to all
income earned and shall be responsible for all expenses
incurred prior to the date of Closing, and Buyer shall be
entitled to all income earned and shall be responsible for
all operating expenses of the Property incurred on and after
the date of closing.
11. SELLER'S REPRESENTATION AND AGREEMENTS.
(a) Seller represents and warrants as of this date that:
(i) Except for the Lease Agreement in existence between AEI Real
Estate Fund 85-A Limited Partnership (as Lessor) and Hops Grill &
Bar, Inc. (as Tenant), dated January 2, 1992, and amended on
December 19, 2001 (the "Lease"), Seller is not aware of any
leases of the Property.
(ii) The Lease contains a Right of First Refusal for the benefit
of the Lessee for the duration of the Lease, including any
renewal terms, which right will apply to any attempted
disposition of Property by Buyer after this transaction. This
purchase agreement is contingent upon Seller receiving signed
waiver of Right of First Refusal from Lessee.
(iii) It is not aware of any pending litigation or
condemnation proceedings against the Property or Seller's
interest in the Property.
(iv) Except as previously disclosed to Buyer and as permitted in
paragraph (b) below, Seller is not aware of any contracts Seller
has executed that would be binding on Buyer after the closing
date.
(b) Provided that Buyer performs its obligations when
required, Seller agrees that it will not enter into any new
contracts that would materially affect the Property and be
binding on Buyer after the Closing Date without Buyer's
prior consent, which will not be unreasonably withheld.
Buyer Initial: /s/ JWS
Purchase Agreement for Hops Grill, Palm Harbor, FL
12. DISCLOSURES.
(a) Seller has not received any notice of any material,
physical, or mechanical defects of the Property, including
without limitation, the plumbing, heating, air conditioning,
and ventilating, electrical system. To the best of Seller's
knowledge without inquiry, all such items are in good
operating condition and repair and in compliance with all
applicable governmental, zoning, and land use laws,
ordinances, regulations and requirements. If Seller shall
receive any notice to the contrary prior to Closing, Seller
will inform Buyer prior to Closing.
(b) Seller has not received any notice that the use and
operation of the Property is not in full compliance with
applicable building codes, safety, fire, zoning, and land
use laws, and other applicable local, state and federal
laws, ordinances, regulations and requirements. If Seller
shall receive any notice to the contrary prior to Closing,
Seller will inform Buyer prior to Closing.
(c) Seller knows of no facts nor has Seller failed to
disclose to Buyer any fact known to Seller which would
prevent the Tenant from using and operating the Property
after the Closing in the manner in which the Property has
been used and operated prior to the date of this Agreement.
If Seller shall receive any notice to the contrary prior to
Closing, Seller will inform Buyer prior to Closing.
(d) Seller has not received any notice that the Property is
in violation of any federal, state or local law, ordinance,
or regulations relating to industrial hygiene or the
environmental conditions on, under, or about the Property,
including, but not limited to, soil, and groundwater
conditions. To the best of Seller's knowledge, 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. Buyer agrees that Seller will have no
liability of any type to Buyer or Buyer's successors,
assigns, or affiliates in connection with any Hazardous
Materials on or in connection with the Property either
before or after the Closing Date, except such Hazardous
Materials on or in connection with the Property arising out
of Seller's gross negligence or intentional misconduct. If
Seller shall receive any notice to the contrary prior to
Closing, Seller will inform Buyer prior to Closing.
(e) BUYER AGREES THAT IT SHALL BE PURCHASING THE PROPERTY
IN ITS THEN PRESENT CONDITION, AS IS, WHERE IS, AND SELLER
HAS NO OBLIGATIONS TO CONSTRUCT OR REPAIR ANY IMPROVEMENTS
THEREON OR TO PERFORM ANY OTHER ACT REGARDING THE PROPERTY,
EXCEPT AS EXPRESSLY PROVIDED HEREIN.
(f) BUYER ACKNOWLEDGES THAT, HAVING BEEN GIVEN THE
OPPORTUNITY TO INSPECT THE PROPERTY AND SUCH FINANCIAL
INFORMATION ON THE LESSEE AND GUARANTORS OF THE LEASE AS
BUYER OR ITS ADVISORS SHALL REQUEST, IF IN SELLER'S
POSSESSION, BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION
OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED BY
SELLER OR TO BE PROVIDED EXCEPT AS SET FORTH HEREIN. BUYER
FURTHER ACKNOWLEDGES THAT THE INFORMATION PROVIDED AND TO BE
PROVIDED BY SELLER WITH RESPECT TO THE PROPERTY, THE
PROPERTY AND TO THE LESSEE AND GUARANTORS OF LEASE WAS
OBTAINED FROM A VARIETY OF SOURCES AND SELLER NEITHER (A)
HAS MADE INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH
INFORMATION, OR (B) MAKES ANY REPRESENTATIONS AS TO THE
ACCURACY OR COMPLETENESS OF SUCH INFORMATION EXCEPT AS
HEREIN SET FORTH. THE SALE OF THE PROPERTY AS PROVIDED FOR
HEREIN IS MADE ON AN "AS IS" BASIS, AND BUYER EXPRESSLY
ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF
SELLER HEREIN, EXCEPT AS OTHERWISE SPECIFIED HEREIN IN
PARAGRAPH 11(A) AND (B) ABOVE AND THIS PARAGRAPH 12, SELLER
MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR
ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO,
ANY WARRANTY OF CONDITION, HABITABILITY, TENANTABILITY,
Buyer Initial: /s/ JWS
Purchase Agreement for Hops Grill, Palm Harbor, FL
SUITABILITY FOR COMMERCIAL PURPOSES, MERCHANTABILITY, OR
FITMESS FOR A PARTICULAR PURPOSE, IN RESPECT OF THE
PROPERTY.
The provisions (d) - (f) above shall survive Closing.
13. CLOSING.
(a) Before the closing date, Seller will deposit into
escrow an executed special warranty deed warranting title against
lawful claims by, through, or under a conveyance from Seller, but
not further or otherwise, conveying insurable title of the
Property to Buyer, subject to the exceptions contained in
paragraph 8 above. Seller will also deliver an Estoppel
Certificate certified by Seller as to the absence of known
defaults by Lessee and Lessor under the Lease
(b) On or before the closing date, Buyer will deposit into
escrow: the balance of the Purchase Price when required under
Section 4; any additional funds required of Buyer, (pursuant to
this agreement or any other agreement executed by Buyer) to close
escrow. Both parties will deliver to the escrow holder any other
documents reasonably required by the escrow holder to close
escrow.
(c) On the closing date, if escrow is in a position to
close, the escrow holder will: record the deed in the
official records of the county where the Property is
located; cause the title company to commit to issue the
title policy; immediately deliver to Seller the portion of
the purchase price deposited into escrow by cashier's check
or wire transfer (less debits and prorations, if any);
deliver to Seller and Buyer a signed counterpart of the
escrow holder's certified closing statement and take all
other actions necessary to close escrow.
14. DEFAULTS. If Buyer defaults, Buyer will forfeit all rights
and claims and Seller will be relieved of all obligations and
will be entitled to retain all monies heretofore paid by the
Buyer. In addition, Seller shall retain all remedies available to
Seller at law or in equity.
If Seller shall default, Buyer irrevocably waives any rights
to file a lis pendens, a specific performance action or any other
claim, action or proceeding of any type in connection with the
Property or this or any other transaction involving the Property,
and will not do anything to affect title to the Property or
hinder, delay or prevent any other sale, lease or other
transaction involving the Property (any and all of which will be
null and void), unless: it has paid the First Payment, deposited
the balance of the Second Payment for the Purchase Price into
escrow, performed all of its other obligations and satisfied all
conditions under this Agreement, and unconditionally notified
Seller that it stands ready to tender full performance, purchase
the Property and close escrow as per this Agreement, regardless
of any alleged default or misconduct by Seller. Provided,
however, that in no event shall Seller be liable for any actual,
punitive, consequential or speculative damages arising out of any
default by Seller hereunder.
15. BUYER'S REPRESENTATIONS AND WARRANTIES.
a. Buyer represents and warrants to Seller as follows:
(i) In addition to the acts and deeds recited herein and
contemplated to be performed, executed, and delivered by
Buyer, Buyer shall perform, execute and deliver or cause to
be performed, executed, and delivered at the Closing or
after the Closing, any and all further acts, deeds and
assurances as Seller or the Title Company may require and be
reasonable in order to consummate the transactions
contemplated herein.
Buyer Initial: /s/ JWS
Purchase Agreement for Hops Grill, Palm Harbor, FL
(ii) 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 hereby.
(iii) To Buyer's knowledge, neither the execution and
delivery of this Agreement nor the consummation of the
transaction contemplated hereby will violate or be in
conflict with (a) any applicable provisions of law, (b) any
order of any court or other agency of government having
jurisdiction hereof, or (c) any agreement or instrument to
which Buyer is a party or by which Buyer is bound.
16. DAMAGES, DESTRUCTION AND EMINENT DOMAIN.
(a) If, prior to closing, the Property or any part thereof
be destroyed or further damaged by fire, the elements, or
any cause, due to events occurring subsequent to the date of
this Agreement to the extent that the cost of repair exceeds
$10,000.00, this Agreement shall become null and void, at
Buyer's option exercised, if at all, 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 (i) all contingencies set forth in
Paragraph 6 hereof have been satisfied, or waived; and (ii)
any ten-day period provided for above in this Subparagraph
16a 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 (pro-rata in relation to the Property)
resulting from said damage or destruction to the extent that
the same are payable with respect to damage to the Property,
subject to rights of any Tenant of the Property.
If the cost of repair is less than $10,000.00, Buyer shall
be obligated to otherwise perform hereinunder with no
adjustment to the Purchase Price, reduction or abatement,
and Seller shall assign Seller's right, title and interest
in and to all insurance proceeds pro-rata in relation to the
Property, subject to rights of any Tenant of the Property.
(b) If, prior to closing, the Property, or any part
thereof, is taken by eminent domain, 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 the
Seller's right, title, and interest in and to any award
made, or to be made, in the condemnation proceeding pro-rata
in relation to the Property, subject to rights of any Tenant
of the Property.
In the event that this Agreement is terminated by Buyer as
provided above in Subparagraph 16a or 16b, the First Payment
shall be immediately returned to Buyer (after execution by Buyer
of such documents reasonably requested by Seller to evidence the
termination hereof.)
17. BUYER'S 1031 TAX FREE EXCHANGE.
While Seller acknowledges that Buyer is purchasing the
Property as "replacement property" to accomplish a tax free
exchange, Buyer acknowledges that Seller has made no
representations, warranties, or agreements to Buyer or Buyer's
agents that the transaction contemplated by the Agreement will
qualify for such tax treatment, nor has there been any reliance
thereon by Buyer respecting the legal or tax implications of the
transactions contemplated hereby. Buyer further represents that
Buyer Initial: /s/ JWS
Purchase Agreement for Hops Grill, Palm Harbor, FL
it has sought and obtained such third party advice and counsel as
it deems necessary in regards to the tax implications of this
transaction.
Buyer wishes to novate/assign the ownership rights and
interest of this Purchase Agreement to Xxxxxx Xxxxxx, P.A. who
will act as Accommodator to perfect the 1031 exchange by
preparing an agreement of exchange of Real Property whereby
Xxxxxx Xxxxxx, P.A. will be an independent third party purchasing
the ownership interest in subject property from Seller and
selling the ownership interest in subject property to Buyer under
the same terms and conditions as documented in this Purchase
Agreement. Buyer asks the Seller, and Seller agrees to cooperate
in the perfection of such an exchange if at no additional cost or
expense to Seller or delay in time. Buyer hereby indemnifies and
holds Seller harmless from any claims and/or actions resulting
from said exchange. Pursuant to the direction of Xxxxxx Xxxxxx,
P.A. Seller will deed the property to Buyer.
18. CANCELLATION
If any party elects to cancel this Contract because of any
breach by another party or because escrow fails to close by
the agreed date, the party electing to cancel shall deliver
to escrow agent a notice containing the address of the party
in breach and stating that this Contract shall be cancelled
unless the breach is cured within 13 days following the
delivery of the notice to the escrow agent. Within three
days after receipt of such notice, the escrow agent shall
send it by United States Mail to the party in breach at the
address contained in the Notice and no further notice shall
be required. If the breach is not cured within the 13 days
following the delivery of the notice to the escrow agent,
this Contract shall be cancelled.
19. MISCELLANEOUS.
(a) 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 agreements or understandings.
Exhibits attached to this Agreement are incorporated into
this Agreement.
(b) If this escrow has not closed by June 15, 2002 through
no fault of Seller, Seller may either, at its election,
extend the closing date or exercise any remedy available to
it by law, including terminating this Agreement.
(c) Funds to be deposited or paid by Buyer must be good and
clear funds in the form of cash, cashier's checks or wire
transfers.
(d) 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 to such other address as such party may hereafter
designate by written notice to the other party.
Buyer Initial: /s/ JWS
Purchase Agreement for Hops Grill, Palm Harbor, FL
If to Seller:
AEI Real Estate Fund 85-A Limited Partnership
1300 Minnesota World Trade Center
00 Xxxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
If to Buyer:
Xxxx Xxxxxxx
Xxxxxxx Development Company
0000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxx 00000
(e) In accordance with, and pursuant to, the provisions of
Section 404.056, Florida Statutes, the following provision is
included herein:
"RADON GAS: Radon is a naturally occurring radioactive
gas that, when it has accumulated in a building in
sufficient quantities, may present health risks to
persons who are exposed to it over time. Levels of
radon that exceed federal and state guidelines have been
found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from
you county health department."
When accepted, this offer will be a binding agreement for
valid and sufficient consideration which will bind and benefit
Buyer, Seller and their respective successors and assigns. Buyer
is submitting this offer by signing a copy of this offer and
delivering it to Seller. Seller has five (5) business days from
receipt within which to accept this offer.
This Agreement shall be governed by, and interpreted in
accordance with, the laws of the state of Florida.
IN WITNESS WHEREOF, the Seller and Buyer have executed this
Agreement effective as of the day and year above first written.
BUYER: Xxxxxxx Development Company, an Illinois Corporation
By:/s/ Xxxx X Xxxxxxx
Xxxx X. Xxxxxxx, its President
Buyer Initial: /s/ JWS
Purchase Agreement for Hops Grill, Palm Harbor, FL
SELLER: AEI NET REAL ESTATE FUND 85-A LIMITED PARTNERSHIP, a
Minnesota limited partnership
By: NET LEASE MANAGEMENT 85-A, INC., a Minnesota
corporation
By:/s/ Xxxxxx X Xxxxxxx
Xxxxxx X. Xxxxxxx, its President
(THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
Buyer Initial: /s/ JWS
Purchase Agreement for Hops Grill, Palm Harbor, FL
May 6, 2002 VIA FEDEX
Xx. Xxxxx Xxxxxx
AEI Fund Management, Inc.
1300 Minnesota World Trade Center
00 Xxxxxxx Xxxxxx Xxxx
Xx. Xxxx, XX 00000-0000
Re: Hops Grill & Bar, Palm Harbor, FL
AEI Real Estate Fund 85-A Limited Partnership ("Seller")
Xxxxxxx Development Company ("Buyer")
Dear Xx. Xxxxxx:
In response to your May 1, 2002 letter and our conversation
today, please find enclosed two copies of the Purchase
Agreement executed by Xxxxxxx Development Company. Our
facilitator's $50,000 check will be sent by FedEx tomorrow
to Lawyers Title.
The name of the facilitator is Xxxxxx Xxxxxx, P.A.
International Plaza, 000 X.X. 0xx Xxxxxx, Xxxxxx 0000,
Xxxxx, XX 00000. Telephone (000) 000-0000. Fax: (305) 577-
3558.
Pursuant to our conversation, this letter shall act as an
amendment to the Purchase Agreement through the addition of
the following provisons:
1.Due to an error in the statement of rent, the parties have
agreed to adjust the purchase price so that shall be One Million
One Hundred Eighteen Thousand Dollars ($1,118,000.00), instead of
One Million One Hundred and Two Thousand Dollars ($1,102,000.00).
2.The escrow agent shall be Lawyers Title (Attention: Xxxx
Xxxxxxx), located at 0000 Xxxxxxx Xxxxxx, Xxxxxxx, XX 00000
Telephone: (000) 000-0000 Fax: (000) 000-0000
0.Xx a condition of closing, Seller shall provide Buyer with
an Estoppel Certificate from Lessee (referred to as "Tenant" in
the First Amendment to Lease") that:
(a) complies with Article 25 of the Net Lease
Agreement dated January 2, 1992;
(b) confirms the Net Lease Agreement dated January
2, 1992;
(c) confirms the Assignment and Assumption of Lease
Agreement dated March 14, 1997;
(d) confirms the First Amendment to Lease dated
December 19, 2001;
(e) states that said Amendment provides for the
Tenant to pay a current annual net rent of
$96,437.79, plus 3% annual increases;
(f) states that the current term commenced May 1,
2002, expires April 30, 2014, and is subject to the
Lessee's three consecutive five-year option to
renew;
4. As a condition of closing, Seller shall provide Buyer with
an Estoppel Certificate from Guarantor, Avado Brands, Inc., (a
Georgia corporation formerly known as Apple South, Inc.) that
confirms the guarantee of Lease dated March 13, 1997 with respect
to the Net Lease Agreement dated January 2, 1992.
5. As a condition of closing, Seller shall provide Buyer with a
Waiver of First Right of Refusal from Hops Grill & Bar, Inc., as
to the sale of the property to Xxxxxxx Development Company at a
price of $1,118,000.
6. Article 6(G) of the Net Lease Agreement provides that Lessee
shall pay Lessor sales taxes. Article 34 of the Net Lease
Agreement provides that Lessee shall deposit with Lessor each and
every month an amount equal to one-twelfth (1/12) fo the
estimated annual real estate taxes and assessments. In the event
that on the date of closing Seller shall have any sum(s) as a
result of Article 6(G) and /or Article 34, Buyer shall receive a
credit for these sum(s) on the closing statement.
7. The legal description of the Property is set forth on the
page attached hereto as Exhibit
If the foregoing meets with your approval, please sigh and
return one copy of this letter with a fully executed copy of the
Purchase Agreement.
Sincerely,
XXXXXXX DEVELOPMENT COMPANY
/s/ Xxxx X Xxxxxxx
Xxxx X Xxxxxxx
President
Re: Hops Grill & Bar, Palm Harbor, Florida
AEI Real Estate Fund 85-A Limited Partnership ("Seller")
Xxxxxxx Development Company ("Buyer")
Terms of May 6, 2002 letter modifying Purchase Agreement are
hereby approved and agreed to by:
SELLER: AEI NET LEASE REAL ESTATE FUND 85-A LIMITED PARTNERSHIP,
A Minnesota limited partnership
BY: NET LEASE MANAGEMENT, 85-A, INC., a Minnesota
corporation
BY: /s/ Xxxxxx X Xxxxxxx
Xxxxxx X Xxxxxxx, its President
Exhibit "A"
Legal Description
Hops-Palm Harbor, Florida
A part of the Southeast 1/4 of the Southwest 1/4 of SECTION
0, XXXXXXXX 00 XXXXX, XXXXX 16 EAST, Pinellas County, Florida,
being described as follows;
Beginning at the Southwest corner of the Southeast 1/4 of
the Southwest 1/4 of said Section 6, run North 85 34' 52" West
100.53 feet to a point on the Westerly right xx xxx xx X.X.
Xxxxxxx 00; thence North 1 28' 23" West, along said right of way
429.75 feet for a Point of Beginning; thence continue North 1 28'
23" West, along said of right of way 150.00 feet; thence North 87
28' 23" West, 300.74 feet; thence South 1 28' 23" East, 150.00
feet; thence South 87 28' 23" East, 300.74 feet to the Point of
Beginning.
