ASSIGNMENT
OF
PURCHASE AGREEMENT
AEI Fund
Management, Inc., a Minnesota
corporation
("Assignor"), hereby assigns an undivided
seventy percent
(70%) interest to AEI Net Lease Income
& Growth Fund XX
Limited Partnership, a Minnesota limited partnership
and an
undivided thirty percent (30%) interest to AEI Income &
Growth
Fund 27 LLC, a
Delaware limited liability
company
(collectively, "Assignee"), as tenants in
common, in that
certain Purchase and Sale between
Assignor and Bradford
Landing South LLC, an Illinois limited
liability company,
dated February 24, 2009, with respect to property
located in
Vernon Hills, IL known as Staples office supply
store, and
Assignee hereby assumes all management
responsibilities and
obligations of Purchaser thereunder.
Dated: May 6,
2009
ASSIGNOR:
AEI FUND MANAGEMENT, INC.,
a
Minnesota corporation
By /s/ Robert P Johnson
Robert P. Johnson, Its President
ASSIGNEE:
AEI NET LEASE INCOME & GROWTH
FUND XX LIMITED PARTNERSHIP
a Minnesota limited partnership
By: AEI Fund Management XX, Inc.
a Minnesota corporation
Its corporate general partner
By: /s/ Robert P Johnson
Robert P. Johnson, Its President
AEI
INCOME & GROWTH FUND 27 LLC,
a Delaware limited liability company
By: AEI Fund Management XXI, Inc.,
a Minnesota corporation,
Its
managing member
By /s/ Robert P Johnson
Robert P. Johnson, Its President
PURCHASE AND SALE AGREEMENT
This Purchase and Sale
Agreement (the "Agreement") is
entered into as of this 24 day of February,
2009, by and
between BRADFORD LANDING SOUTH LLC,
an Illinois 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 hereby 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
1600 North Milwaukee Avenue, Vernon Hills, Illinois, currently
leased for use as a Staples Office Supply
Superstore, 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
appurtenant thereto,
including easements, warranties,
guaranties, indemnities, and covenants.
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
September 26, 2007
(together, collectively the "Lease") by and between Seller, as
lessor, and Staples the Office
Superstore East, Inc., a
Delaware corporation, as lessee (the "Tenant").
Buyer shall
have the right to review and approve such Lease during the Due
Diligence Period (as defined
below), in Buyer's sole
discretion.
3. CLOSING
DATE. The closing date on the
Buyer's
purchase of the Property (the "Closing Date") shall be fifteen
(15) business 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 period within which Seller
may
and does choose to cure Buyer's
objections to title and
survey, or c) the Lease Amendment Period (as defined
herein)
within which Seller shall use its
reasonable good faith
efforts to obtain the Amendment to Lease (as defined
herein).
Notwithstanding the foregoing, Seller may extend the
Closing
Date for three (3)
business days to obtain Tenant's
Certificate of Insurance naming Buyer as
additional insured
and/or loss payee.
Buyer's obligation to close is
contingent upon Seller
satisfying all of its obligations under
Section 14 hereof
unless waived by Buyer, and Seller's obligation to
close is
contingent upon Buyer satisfying all of its obligations
under
Section 14 hereof unless waived by
Seller. 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 $5,306,625 (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) business days of
the Effective Date of
this Agreement, Buyer will deposit
$75,000 (the "Earnest
Money") in an interest bearing account with
First American
Title Insurance Company, 1900 Midwest
Plaza, 801 Nicollet
Mall, Minneapolis, Minnesota 55402; Attn:
Katie Neidenbach
(Phone No: 612-305-2082);
email: kneidenbach@firstam.com
(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), or
due to Seller's
failure to obtain the Lease
Amendment within the Lease
Amendment Period, then the Earnest Money
and any interest
accrued thereon shall be immediately returned to Buyer.
If the transaction
contemplated hereby proceeds to
Closing, the Earnest 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 Earnest Money plus interest accrued
thereon or
upon the balance of the Purchase Price when
deposited with
Escrow Agent. If the Buyer does not terminate this
Agreement
as expressly allowed hereunder, the Earnest
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 directly related
to Seller's
obligations shall not be
satisfied. As used in
this
Agreement, the term "Earnest 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 the Buyer with
the Closing Agent upon execution of this Agreement. A copy
of
this fully-executed Agreement will be delivered to the Closing
Agent by the Buyer 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 are any
subsequent escrow
instructions which conflict with
this Agreement, this
Agreement shall control unless the
conflicting subsequent
escrow instruction is signed by
Buyer and Seller and
specifically states that it controls.
6. TITLE. Buyer shall order upon the
Effective Date of this
Agreement, a commitment for an ALTA Owner's Policy
of Title
Insurance (most recent edition) issued by the Closing
Agent,
insuring marketable title in the Property,
subject only to
such matters as Buyer may
approve and contain such
endorsements as Buyer may require (other than any
endorsement
requiring the financial
statements of Seller or its
principals) that are reasonable and available for a
property
in Illinois, 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 Updated
Title Commitment ordered by Buyer. Copies of
all documents
referred to in the Updated Title Commitment are herein
called
(the "Updated Title Commitment Documents").
Buyer shall be allowed until
the expiration of the Due
Diligence Period (as defined in Section 8.01
below, thirty
(30) days after receipt of earlier of
the Updated Title
Commitment (including the Updated Title Commitment
Documents)
or the Updated Survey) for examination and the making
of any
objections thereto and making of
requests for specific
endorsements, said objections
or requests (hereinafter
"objections") to be made in writing or deemed waived.
If any objections are so
made, the Seller shall be
allowed fifteen (15) days after receipt of Buyer's
objections
("Seller's Cure Period") to respond
to Buyer in writing
whether Seller shall cure, remove or obtain title
insurance
coverage over said objections. If Seller shall decide to
make
no efforts to cure, remove or obtain title insurance
coverage
over Buyer's objections, Buyer may
either (a) waive its
objections or (b) terminate this Agreement by written
notice
to Seller within five (5) business days after the
expiration
of Seller's Cure Period. If Buyer shall so
terminate this
Agreement, the Earnest 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 Updated Title
Commitment at
the end of the Due Diligence Period allowed Buyer
to review
the same, to which Buyer has not objected (as well
as those
for which Buyer's objection has been cured by Seller) shall be
deemed "Permitted Exceptions". If Seller shall fail
to cure
Buyer's title objections to Buyer's reasonable
satisfaction
before the expiration of the Seller's
Cure Period, this
Agreement shall terminate by written notice to Seller
within
five (5) business days after the expiration of the Seller Cure
Period and Buyer's Earnest 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).
The Buyer shall also
have five (5) business 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) business days to
review any
such items. Such five (5) business day review
period shall
commence on the date the Buyer is provided with a legible copy
of the instrument creating such exception
to title. Any
matters appearing on the Updated Title Commitment at
the end
of the aforementioned five (5) business day review
period by
Buyer to which Buyer does
not object shall be deemed
"Permitted Exceptions".
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
fifteen (15)
days after receipt of Buyer's
objections ("Seller's Cure
Period") to elect to respond to Buyer
in writing whether
Seller shall cure, remove or obtain insurable title over
said
objections. If Seller shall decide to make
no efforts to
cure, remove or obtain
insurable title over Buyer's
objections, Buyer may either (a) waive its objections
or (b)
terminate this Agreement by written notice to
Seller within
five (5) business days after the expiration of Seller's
Cure
Period. If this Agreement shall so
terminate, the Earnest
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).
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 Property prior to the expiration of the Due
Diligence Period. If Buyer shall not give Seller any
written
notice of such disapproval, this condition precedent shall
be
deemed waived.
8. DUE DILIGENCE AND DUE
DILIGENCE PERIODS.
8.01 DUE DILIGENCE DOCUMENTS AND DUE
DILIGENCE PERIOD.
Unless sooner waived in writing by
Buyer, in order to
conduct all of its inspections, due diligence and
review to
satisfy itself regarding each Due Diligence
Document, the
Property and this transaction, and provided Buyer has
ordered
the Updated Title Commitment and the ALTA Survey
within two
(2) business days following the Effective Date,
Buyer shall
have until the end of the thirtieth (30th)
day after the
delivery of the first to occur of (i) the
delivery of the
Updated Title Commitment, or (ii) the delivery of the
Updated
Survey ("Due Diligence Period").
Within three (3) business days
following the Effective
Date of this Agreement or such other time
frame specified
below, the following Due Diligence Documents, to
the extent
such documents are in Seller's possession, are to be delivered
by Seller, at Seller's expense (unless specifically designated
herein to be obtained by Seller or Buyer, or to be obtained by
Tenant):
a) Within two
business days of the Effective Date,
Buyer
will be responsible for ordering the Updated
Title Commitment and Updated
Title Commitment
Documents as
defined above in Section 6;
b) Within two
business days of the Effective Date,
Buyer will
be responsible for ordering an updated as
built ALTA
Survey (the "Updated Survey");
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) Buyer shall
order an Updated Phase I Environmental
Site
Assessment report in accordance to ASTM 1527 05
guidelines
("Updated Phase I ESA");
e) A copy of
the Seller's existing insurance
certificate(s) for the Property;
f) A copy of
the Tenant's existing insurance
certificate(s) for the Property;
g) If in Seller's
possession, any zoning information
concerning
the current zoning of the Property;
h) Copies of
the existing final building plans and
specifications for the improvements;
i) A
copy of the most recent
sprinkler system
certification if in Seller's possession;
j) A copy of
the most recent real estate tax
statement
for the Property;
k) 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;
l) If
in Seller's possession,
Certificate of
Substantial Completion executed by
the project
architect and/or general
contractor for the
improvements, if any; and
Buyer acknowledges delivery and
receipt of the following
Due Diligence Documents provided by
Seller:
m) Copies of Seller's existing
Owner's Title Policy of
the Property, with copies
of its underlying
documents;
n) A copy of the Seller's
existing as built ALTA survey
and/or
existing boundary ALTA survey of the Property
("Existing
Survey");
o) A copy of the soils
report;
p) A copy of the
Certificate of Occupancy from the
governing
municipality;
q) A copy of the existing MAI
appraisal; and
r) Copies
of any and all 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.
Buyer will require any and all
warranties that have not
expired and have not been
transferred to Tenant to be
transferred to Buyer on the Closing
Date. 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 upon receipt
of Buyer's written request to use
reasonable efforts to
transfer the warranties in
Buyer's name provided that
Buyer shall pay all fees related to such
transfer.
(All of the above
described documents (a) through (r)
whether to be provided by Seller or
obtained by Buyer or
previously provided by Seller are hereinafter collectively the
"Due Diligence Documents").
If the transaction contemplated
hereby is terminated for
any reason, Buyer shall return to Seller any
Due Diligence
Documents provided to Buyer by Seller or paid for by Seller.
Buyer shall notify
Seller of Buyer's receipt of the
Updated Title Commitment or Updated
Survey and, if then
applicable, the commencement of the Due Diligence Period.
After receipt and review of
the Due Diligence Documents
or after Buyer's inspection of the Property, 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 Earnest 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 Earnest 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
Earnest Money
shall be returned to Buyer.
8.02 FORM OF CLOSING DOCUMENTS.
Within the Due Diligence
Period, Seller shall, use reasonable efforts,
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 and Buyer as
appropriate) as
set forth in Section 14 hereof:
(a) Special warranty deed in the
form attached hereto and
incorporated
herein as Exhibit "C";
(b) Seller's Affidavit;
(c) FIRPTA Affidavit;
(d) Assignment and Assumption of the
Lease, in the form
attached
hereto and incorporated herein as Exhibit "D";
(e) A generic Assignment of
warranties in the form as
attached
hereto and incorporated herein as Exhibit "E";
(f) Amendment of Lease between
Seller, as landlord, and
Tenant in
the form attached hereto as Exhibit "F", as amended,
if necessary
as allowed by Section 8.04 ("Amendment to
Lease");
(g) Estoppel from Tenant, in the
form attached hereto as
Exhibit "G",
as amended, if necessary as allowed by Section
8.04;
&n
