AMENDMENT
TO PURCHASE AGREEMENT dated May 14, 2009 CONCERNING
THE
PROPERTY AT
TRACTOR-SUPPLY-MESQUITE, TEXAS
Seller and Buyer amend the purchase agreement
as
follows:
X (1) The Sales Price in Paragraph 3
of
the contract
is:
$2,927,100
A.
Cash portion
of
Sales Price payable
$0.00
by Buyer at
closing
$2,927,100
$2,875,00
X (2) Sum of financing provided by the
Seller in 0.0
Paragraph 4 (c):
C.
Sales Price in cash at closing
All other terms of the of the purchase agreement, as
otherwise amended, remain unchanged and in full force and
effect.
EXECUTED the 1 day of July, 2009
AEI
Net Lease Income
and Growth Fund XIX
Limited Partnership
By: AEI Fund Management
XIX Inc.
By: /s/ ROBERT P JOHNSON
Robert P Johnson, President
AEI Net Lease Income &
Growth Fund XX Limited
Partnership
By: AEI Fund Management XX, Inc.
By: /s/ ROBERT P JOHNSON
Robert P Johnson, President
ZYL Investments, L.L.C.
Inverzyl, S.A. de C.V.,
its
Sole Member
By: JORGE ZUBIETA Y LANDA
Jorge Zubieta y Landa
Authorized Representative
AMENDMENT
TO PURCHASE AGREEMENT dated May 14, 2009 CONCERNING THE PROPERTY
AT
TRACTOR-SUPPLY-MESQUITE, TEXAS
Seller and Buyer amend the purchase agreement as follows:
X (1)
The Sales Price in Paragraph 3
of the
contract
is:
A. Cash portion of Sales Price
payable by Buyer at
closing
$2,875,000.00
X (2)
Sum of financing provided by the Seller in
Paragraph 4
(c):
$0.00
C. Sales Price in cash at
closing $2,875,000.00
All other terms of the of the
purchase agreement, as
otherwise amended, remain unchanged and in full
force and
effect.
EXECUTED the day of July,
2009
AEI Net Lease Income and
Growth Fund XIX Limited
Partnership
By: AEI Fund Management
XIX Inc.
By:/s/ Robert P Johnson
Robert P. Johnson, President
AEI Net Lease Income &
Growth Fund XX Limited
Partnership
By: AEI Fund Management XX, Inc.
By: /s/ Robert P Johnson
Robert P. Johnson, President
ZYL Investments, L.L.C.
Inverzyl, S.A. de C.V.,
its Sole Member
By: /s/ Jorge Zubieta y Landa
Jorge Zubieta y Landa
Authorized Representative
PURCHASE AGREEMENT
Tractor Supply - Mesquite, TX
This AGREEMENT, entered into effective as of the 14th day of
May, 2009.
1. PARTIES. Seller is AEI Net Lease Income &
Growth Fund
XIX Limited Partnership, as to an undivided fifty
percent
(50%) interest as tenant in common and AEI Net Lease Income
& Growth Fund XX Limited Partnership, as to
an undivided
fifty percent (50%) interest as tenant in common
together
which owns an undivided 100% interest in the
fee simple
title to that certain real property legally described in the
attached Exhibit "A" (the "Property").
Buyer is Jorge
Zubieta y Landa. Buyer may assign this Purchase Agreement to
a Texas limited liability company or corporation,
with a
third party domestic registered agent for service of process
reasonably satisfactory to Seller. 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% interest in
the
real property known as the Tractor Supply Company located at
1740 N. Beltline Road, Mesquite, TX 75149. Seller owns
no
interest in any personality or intangible
interests in
connection with the Property.
3. PURCHASE PRICE. The purchase price for this 100%
interest in the Property is $3,000,100.
4. TERMS. The purchase price for the Property will be
paid
by Buyer as follows:
(A). When this agreement is executed, Buyer will pay $25,100
to Seller (which shall be deposited into escrow
with the
Title Company according to the terms hereof) (the
"First
Payment"). One Hundred Dollars of the First Payment shall be
considered non-refundable
Option Consideration in
consideration for the parties having
entered into this
Agreement. Any return of the First Payment to Buyer pursuant
to the terms hereof shall be less the Option Consideration.
The First Payment will be credited against
the purchase
price on the Closing Date as provided for herein.
(B). Buyer will pay $1,475,000, less or plus adjustments on
the closing statement pursuant to the terms
hereof (the
Second Payment") into escrow in sufficient time
to allow
escrow to close on the Closing Date.
(C). The balance of the Purchase Price ($1,500,000) shall be
paid by Buyer pursuant to
the following terms and
conditions: The balance of the Purchase Price shall be paid
by Promissory Note (secured by a Deed of Trust)
providing
for payments commencing on the first of the month following
the Closing Date in equal monthly installments of principal
and interest at the rate of five and one-half percent
per
annum, reflecting a 25 year amortization, 3 year
balloon,
whereby the entire unpaid principal and accrued but
unpaid
interest shall be due and payable on the third
anniversary
of the closing date, according to the amortization schedule
attached hereto as Exhibit C. The Buyer may prepay at
any
time without penalty all or any portion
of the unpaid
purchase price. The Deed of Trust and Promissory Note shall
provide for payments to be made by Buyer by ACH from Buyer's
account at a lending institution reasonably satisfactory to
Seller. The Deed of Trust and Promissory Note shall further
provide for rents payable by the Tenant of the
1
Property to be paid into a lock-box type account
at such
lending institution, such rents only to be released to Buyer
month to month upon successful monthly payment by ACH of the
amount due and payable under the Promissory Note.
The Promissory Note,
Deed of Trust, and Deed with
Vendor's Lien shall all be on terms satisfactory to
Seller,
reflected in documents containing the terms set forth herein
as well as additional terms to be negotiated between
Buyer
and Seller during the Review Period. If Buyer and Seller are
unable to reach agreement on the terms of
such documents
during the Review Period, this Agreement shall be terminated
and Buyer's First Payment shall be returned to Buyer.
5. CLOSING DATE. The Second Payment shall be made by
Buyer
on or before June 30, 2009 pursuant to the terms herein.
6. DUE DILIGENCE. Buyer will have until June 15, 2009
(the
"Review Period") to conduct all of its inspections and
due
diligence and satisfy itself regarding 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 and this indemnity shall survive
closing or termination of this agreement. Within ten days of
the Effective Date of this Agreement, Seller shall
provide
(except as explained below, in Item A):
A. One copy of a title insurance commitment for an
Owner's
Title insurance policy (see paragraph 8 below), to be
ordered by Seller immediately upon both parties hereto
having executed this agreement, and said commitment to be
delivered to Buyer as soon as the third party title
insurance company provides it to Seller.
B. Lease Agreement between Greenway Enterprises, Inc.
and
Tractor Supply Company dated September 16, 1997.
C. Lease Amendment No. 1 between Greenway Enterprises,
Inc
or Assigns and Tractor Supply Company dated December 1,
1997.
D. Assignment of Lease between Greenville-TSC Ltd.,
a
Texas Limited Partnership as Assignor of Greenway
Enterprises, Inc. or Assigns and V.R. Partners I, L.P. , a
Texas Limited Partnership.
E. Assignment of Lease between V.R. Partners I, L.P.,
a
Texas Limited Partnership and AEI Net Lease Income & Growth
Fund XIX Limited Partnership, as to an undivided fifty
percent (50%) interest as tenant in common and AEI Net Lease
Income & Growth Fund XX Limited Partnership, as to an
undivided fifty percent (50%) interest as tenant in common.
F. City of Mesquite Certificate of Occupancy dated July
1,
1998
G. Phase I site assessment prepared by Neeson-Clark
Associates, Inc. dated March 2, 2006
H. Tractor Supply Company 2008 Form 10-K file February
25,
2009 for the period ended December 27, 2008
Tractor Supply - Mesquite, Texas - 2 -
I. ALTA/ACSM Land Title Survey prepared by Winkelmann
&
Associates, Inc. dated 2/14/06.
J. Owner Policy of Title Insurance issued by First
American Title Insurance Company dated 3/13/06.
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 and those provisions stating
otherwise (which
will survive), Seller (after execution of such
documents
reasonably requested by Seller to evidence the
termination
hereof) shall return to Buyer 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 then 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, with
the exception of the payment of the purchase price and
as
otherwise provided herein.
7. ESCROW. Escrow shall be opened by Seller and the
First
Payment will be deposited by Buyer in escrow upon acceptance
of this Agreement by both parties. The escrow holder will be
an agent of First American Title Insurance Company in
San
Antonio, Texas, pursuant to an insured
closing services
protection letter issued by First American Title
Insurance
Company ("Title Company" or "escrow holder"). 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
Title Company to issue a title insurance
policy, in an
amount equal to the purchase price, insuring that Buyer owns
fee 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) business 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, Seller shall be allowed sixty (60) days to cure
such
objections and 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 to the Buyer
of satisfaction of
Buyer's objections, the parties
shall perform this
Agreement according to its terms.
9. CLOSING COSTS. Seller will pay 1/2 the
title company
escrow fee and Seller shall pay the cost of
obtaining a
commitment for the policy of title insurance and
for the
standard Owner's Policy of Title Insurance in the amount of
the Purchase Price. Buyer will pay 'A the
title company
escrow fee, the cost of a mortgagee's
policy of title
insurance in favor of Seller as the beneficiary of the Deed
of Trust in the amount of the
debt reflected in the
Promissory Note, an update to
the Survey in Sellers
possession (if an update is required by Buyer) and the cost
of updating any due diligence provided by Seller, if
Buyer
requires the same be updated. Seller will pay, at closing, a
2.25% brokerage commission to MSG Management, Inc., pursuant
to Seller's separate written agreement with
the broker.
Except as set forth above, both parties represent
to the
other that they have not been represented by a broker,
and
agree to hold the other harmless from any claim of brokerage
commission by, through, or as a result of representation of
the other party. 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 net
lease (the
"Lease" as further set forth in paragraph
11(A)(1)), the
parties acknowledge that there shall be no present need for
a real estate tax proration. However, Seller warrants
that
all real estate taxes and
installments of special
assessments due and payable in all years prior to the
year
of Closing have been
pa
