SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report Under Section 13 or 15(d)
Of The Securities Exchange Act Of 1934
For the Fiscal Year Ended: December 31, 1997
Commission file number: 0-23778
AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
(Name of Small Business Issuer in its Charter)
State of Minnesota 41-1729121
(State or other Jurisdiction of (I.R.S. Employer)
Incorporation or Organization) Identification No.)
1300 Minnesota World Trade Center, St. Paul, Minnesota 55101
(Address of Principal Executive Offices)
(612) 227-7333
(Issuer's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Units
(Title of class)
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the past 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [X] No
Check if disclosure of delinquent filers in response to Rule 405
of Regulation S-B is not contained in this Form, and no
disclosure will be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
The Issuer's revenues for year ended December 31, 1997 were
$2,003,892.
As of February 28, 1998, there were 23,350.79 Units of limited
partnership interest in the registrant outstanding and owned by
nonaffiliates of the registrant, which Units had an aggregate
market value (based solely on the price at which they were sold
since there is no ready market for such Units) of $23,350,790.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant has not incorporated any documents by reference
into this report.
Transitional Small Business Disclosure Format:
Yes No [X]
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
AEI Net Lease Income & Growth Fund XX Limited Partnership
(the "Partnership" or the "Registrant") is a limited partnership
which was organized pursuant to the laws of the State of
Minnesota on September 2, 1992. The registrant is comprised of
AEI Fund Management XX, Inc. (AFM) as Managing General Partner,
Robert P. Johnson as the Individual General Partner, and
purchasers of partnership units as Limited Partners. The
Partnership offered for sale up to $24,000,000 of limited
partnership interests (the "Units") (24,000 Units at $1,000 per
Unit) pursuant to a registration statement effective January 20,
1993. The Partnership commenced operations on June 30, 1993 when
minimum subscriptions of 1,500 Limited Partnership Units
($1,500,000) were accepted. On January 19, 1995, the
Partnership's offering terminated when the maximum subscription
limit of 24,000 Limited Partnership Units ($24,000,000) was
reached.
The Partnership was organized to acquire existing and
newly constructed commercial properties located in the United
States, to lease such properties to tenants under triple net
leases, to hold such properties and to eventually sell such
properties. From subscription proceeds, the Partnership
purchased fourteen properties, including partial interests in
five properties totaling $20,174,391. The balance of the
subscription proceeds was applied to organization and syndication
costs, working capital reserves and distributions, which
represented a return of capital. The properties are all
commercial, single tenant buildings leased under triple net
leases.
The Partnership's properties will be purchased with
subscription proceeds without any indebtedness. The Partnership
will not finance properties in the future to obtain proceeds for
new property acquisitions. If it is required to do so, the
Partnership may incur short-term indebtedness, which may be
secured by a portion of the Partnership's properties, to finance
the day-to-day cash flow requirements of the Partnership
(including cash flow necessary to repurchase Units). The amount
of borrowings that may be secured by the Partnership's properties
is limited in the aggregate to 10% of the purchase price of all
Partnership properties. The Partnership will not incur
borrowings prior to application of the proceeds from sale of the
Units, will not incur borrowings to pay distributions, and will
not incur borrowings while there is cash available for
distributions.
The Partnership will hold its properties until the General
Partners determine that the sale or other disposition of the
properties is advantageous in view of the Partnership's
investment objectives. In deciding whether to sell properties,
the General Partners will consider factors such as potential
appreciation, net cash flow and income tax considerations. In
addition, certain lessees may be granted options to purchase
properties after a specified portion of the lease term has
elapsed. The Partnership expects to sell some or all of its
properties prior to its final liquidation and to reinvest the
proceeds from such sales in additional properties. The
Partnership reserves the right, at the discretion of the General
Partners, to either distribute proceeds from the sale of
properties to the Partners or to reinvest such proceeds in
additional properties, provided that sufficient proceeds are
distributed to the Limited Partners to pay federal and state
income taxes related to any taxable gain recognized as a result
of the sale. It is anticipated that the Partnership will
commence liquidation through the sale of its remaining properties
twelve to fifteen years after its formation, although final
liquidation may be delayed by a number of circumstances,
including market conditions and seller financing of properties.
ITEM 1. DESCRIPTION OF BUSINESS. (Continued)
Leases
Although there are variations in the specific terms of the
leases, the following is a summary of the general terms of the
Partnership's leases. The properties are leased to various
tenants under triple net leases, which are classified as
operating leases. Under a triple net lease, the lessee is
responsible for all real estate taxes, insurance, maintenance,
repairs and operating expenses for the property. The initial
lease terms are for 10 to 20 years. The leases provide for base
annual rental payments, payable in monthly installments, and
contain rent clauses which entitle the Partnership to receive
additional rent in future years based on stated rent increases.
The leases provide the lessees with two to five five-year
renewal options subject to the same terms and conditions as the
initial lease. Certain lessees have been granted options to
purchase the property. Depending on the lease, the purchase
price is either determined by a formula, or is the greater of the
fair market value of the property or the amount determined by a
formula. In all cases, if the option were to be exercised by the
lessee, the purchase price would be greater than the original
cost of the property.
On December 21, 1995, the Partnership purchased a 33.0%
interest in a Media Play retail store in Apple Valley, Minnesota
for $1,422,701. The property was leased to The Musicland Group,
Inc. (MGI) under a Lease Agreement with a primary term of 18
years and annual rental payments of $135,482. The remaining
interest in the property was purchased by AEI Net Lease Income &
Growth Fund XIX Limited Partnership and AEI Income & Growth Fund
XXI Limited Partnership, affiliates of the Partnership.
In December, 1996, the Partnership and MGI reached an
agreement in which MGI would buy out and terminate the Lease
Agreement by making a payment of $800,000, which was equal to
approximately two years' rent. The Partnership's share of such
payment was $264,000. Under the Agreement, MGI remained in
possession of the property and performed all of its obligations
under the net lease agreement through January 31, 1997 at which
time it vacated the property and made it available for re-let to
another tenant. MGI was responsible for all maintenance and
management costs of the property through January 31, 1997 after
which date the Partnership became responsible for its share of
expenses associated with the property until it is re-let or sold.
A specialist in commercial property leasing has been retained to
locate a new tenant for the property.
As of December 31, 1997, based on an analysis of market
conditions in the area, it was determined the fair value of the
Partnership's interest in the Media Play was approximately
$726,000. In the fourth quarter of 1997, a charge to operations
for real estate impairment of $626,800 was recognized, which is
the difference between the book value at December 31, 1997 of
$1,352,800 and the estimated market value of $726,000. The
charge was recorded against the cost of the land, building and
equipment.
On March 28, 1996, the Partnership purchased a 18.50%
interest in a Garden Ridge retail store in Pineville, North
Carolina for $1,667,092. The property is leased to Garden Ridge,
L.P. under a Lease Agreement with a primary term of 20 years and
annual rental payments of $174,319. The remaining interests in
the property were purchased by AEI Net Lease Income & Growth Fund
XIX Limited Partnership and AEI Income & Growth Fund XXI Limited
Partnership, affiliates of the Partnership.
ITEM 1. DESCRIPTION OF BUSINESS. (Continued)
On April 10, 1996, the Partnership purchased a 90.71346%
interest in a Champps Americana restaurant in Lyndhurst, Ohio for
$2,460,394. The property is leased to Americana Dining
Corporation under a Lease Agreement with a primary term of 20
years and annual rental payments of $258,886. The remaining
interests in the property were purchased by the Individual
General Partner of the Partnership and AEI Institutional Net
Lease Fund '93 Limited Partnership, affiliates of the
Partnership.
In August, 1995, the Partnership entered into an Agreement
to purchase an Italianni's restaurant in Columbus, Ohio for
approximately $1,440,000. The Agreement with Ristoranti Karlo,
Inc. included a Lease Agreement with a primary term of 15 years
and annual rental payments of approximately $162,000. The
Partnership advanced $1,215,483 for the construction of the
property and was charging interest on the Note at the rate of
7.0%. On May 1, 1996, the Partnership began charging interest on
the Note at the rate of 11.25%. In October, 1996, the parties
agreed to terminate the Agreement. Ristoranti Karlo, Inc.
reimbursed the Partnership for all construction advances, accrued
interest and for certain expenses.
On April 21, 1997, the Partnership purchased a 37.0%
interest in a parcel of land in Schaumburg, Illinois for
$653,756. The land is leased to Champps Americana, Inc.
(Champps) under a Lease Agreement with a primary term of 20 years
and annual rental payments of $49,910. Effective October 17,
1997, the annual rent was increased to $76,647. Simultaneously
with the purchase of the land, the Partnership entered into a
Development Financing Agreement under which the Partnership
advanced funds to Champps for the construction of a Champps
Americana restaurant on the site. Initially, the Partnership
charged interest on the advances at a rate of 7.0%. Effective
October 17, 1997, the interest rate was increased to 10.75%. On
December 31, 1997, after the development was completed, the Lease
Agreement was amended to require annual rental payments of
$176,405. The Partnership's share of the total acquisition
costs, including the cost of the land, was $1,676,195. The
remaining interests in the property were purchased by AEI Income
& Growth Fund XXI Limited Partnership and Net Lease Income &
Growth Fund 84-A Limited Partnership, affiliates of the
Partnership.
During 1995, the Partnership sold 59.8646% of the HomeTown
Buffet restaurant in Albuquerque, New Mexico, in four separate
transactions to unrelated third parties. The Partnership
received total net sale proceeds of $988,838 which resulted in a
total net gain of $225,180. The total cost and accumulated
depreciation of the interests sold was $792,515 and $28,857,
respectively.
Through December 31, 1997, the Partnership sold 98.8823%
of the Arby's/Mrs. Winner's restaurant in Smyrna, Georgia, in
seven separate transactions to unrelated third parties. The
Partnership received total net sale proceeds of $1,439,965 which
resulted in a total net gain of $284,712. The total cost and
related accumulated depreciation of the interests sold was
$1,226,615 and $71,362, respectively. For the years ended
December 31, 1997 and 1996, the net gain was $197,431 and
$87,281, respectively.
During 1997, the Partnership sold 72.78918% of its
interest in the Applebee's restaurant in Middletown, Ohio in five
separate transactions to unrelated third parties. The
Partnership received total net sale proceeds of $1,083,041 which
resulted in total net gain of $311,169. The total cost and
related accumulated depreciation of the interests sold was
$848,966 and $77,094, respectively.
ITEM 1. DESCRIPTION OF BUSINESS. (Continued)
Subsequent to December 31, 1997, the Partnership sold an
additional 15.2521% of its interest in the Applebee's restaurant
in Middletown, Ohio to an unrelated third party. The Partnership
received net sale proceeds of approximately $226,000 which
resulted in a net gain of approximately $65,000.
Subsequent to December 31, 1997, the Partnership sold a
5.50031% of its interest in the Champps Americana restaurant in
Lyndhurst, Ohio to an unrelated third party. The Partnership
received net sale proceeds of approximately $182,000 which
resulted in a net gain of approximately $39,000.
In May, 1997, the Partnership sold 3,739 square feet of
land from the Red Robin property on Jamboree Drive in Colorado
Springs, Colorado, pursuant to a Right of Way Agreement with the
state of Colorado Department of Transportation. The Partnership
received net proceeds of $37,052 which resulted in a net loss of
$36,025. The original cost of the parcel of land was $73,077.
The Partnership believes the state of Colorado has undervalued
the land and is currently negotiating to receive additional
proceeds.
Major Tenants
During 1997, four of the Partnership's lessees each
contributed more than ten percent of the Partnership's total
rental revenue. The major tenants, in aggregate, contributed 70%
of the Partnership's total rental revenue in 1997. It is
anticipated that, based on the minimum rental payments required
under the leases, each major tenant will continue to contribute
more than ten percent of the Partnership's rental income in 1998
and future years. Any failure of these major tenants could
materially affect the Partnership's net income and cash
distributions.
Competition
The Partnership is a minor factor in the commercial real
estate business. There are numerous entities engaged in the
commercial real estate business which have greater financial
resources than the Partnership. At the time the Partnership
elects to dispose of its properties, the Partnership will be in
competition with other persons and entities to find buyers for
its properties.
Employees
The Partnership has no direct employees. Management
services are performed for the Partnership by AEI Fund
Management, Inc., an affiliate of AFM.
Year 2000
AEI Fund Management, Inc. (AEI) performs all management
services for the Partnership. AEI is currently analyzing its
computer hardware and software systems to determine what, if any,
resources need to be dedicated regarding Year 2000 issues. The
Partnership does not anticipate any significant operational
impact or incurring material costs as a result of AEI becoming
Year 2000 compliant.
ITEM 2. DESCRIPTION OF PROPERTIES.
Investment Objectives
The Partnership's investment objectives are to acquire
existing or newly-developed commercial properties throughout the
United States that offer the potential for (i) regular cash
distributions of lease income; (ii) growth in lease income
through rent escalation provisions; (iii) preservation of capital
through all-cash sale-leaseback transactions; (iv) capital growth
through appreciation in the value of properties; and (v) stable
property performance through long-term lease contracts. The
Partnership does not have a policy, and there is no limitation,
as to the amount or percentage of assets that may be invested in
any one property. However, to the extent possible, the General
Partners attempt to diversify the type and location of the
Partnership's properties.
Description of Properties
The Partnership's properties are all commercial, single
tenant buildings. The properties were acquired on a debt-free
basis and are leased to various tenants under triple net leases,
which are classified as operating leases. The Partnership holds
an undivided fee simple interest in the properties.
The Partnership's properties are subject to the general
competitive conditions incident to the ownership of single tenant
investment real estate. Since each property is leased under a
long-term lease, there is little competition until the
Partnership decides to sell the property. At this time, the
Partnership will be competing with other real estate owners, on
both a national and local level, in attempting to find buyers for
the properties. In the event of a tenant default, the
Partnership would be competing with other real estate owners, who
have property vacancies, to attract a new tenant to lease the
property. The Partnership's tenants operate in industries that
are very competitive and can be affected by factors such as
changes in regional or local economies, seasonality and changes
in consumer preference.
The following table is a summary of the properties that
the Partnership acquired and owned as of December 31, 1997.
Total Property Annual Annual
Purchase Acquisition Lease Rent Per
Property Date Costs Lessee Payment Sq. Ft.
HomeTown
Buffet Restaurant
Albuquerque, NM JB's
(40.1354%) 9/30/93 $ 531,331 Restaurants, Inc. $ 71,090 $ 18.45
Red Robin Restaurant The Snyder
Colorado Springs, CO 2/24/94 $2,229,190 Group Company $263,911 $ 36.25
Red Robin Restaurant The Snyder
Colorado Springs, CO 2/24/94 $1,755,441 Group Company $204,106 $ 28.18
Arby's/Mrs. Winner's
Restaurant
Smyrna, GA RTM
(1.1177%) 5/16/94 $ 13,865 Georgia, Inc. $ 1,635 $ 36.23
ITEM 2. DESCRIPTION OF PROPERTIES. (Continued)
Total Property Annual Annual
Purchase Acquisition Lease Rent Per
Property Date Costs Lessee Payment Sq. Ft.
Applebee's Restaurant
Middletown, OH Thomas &
(21.1771%) 7/15/94 $ 246,996 King, Inc. $ 29,505 $25.56
Huntington
Denny's Restaurant Restaurants
Burleson, TX 12/6/94 $ 923,480 Group, Inc. $104,017 $21.76
Renaissant
Southland Restaurant
Applebee's Restaurant Development
McAllen, TX 12/8/94 $1,320,104 Corporation $146,625 $27.22
Applebee's Restaurant Development
Lafayette, LA 1/17/95 $1,176,559 Company, L.L.C. $155,250 $28.58
Renaissant
Applebee's Restaurant Development
Brownsville, TX 8/31/95 $1,378,736 Corporation $151,800 $24.93
Huntington
Denny's Restaurant Restaurants
Grapevine, TX 11/21/95 $1,354,721 Group, Inc. $147,494 $29.84
Media Play Retail Store
Apple Valley, MN
(33.0%) 12/21/95 $1,422,701 <F1>
Garden Ridge Retail Store
Pineville, NC Garden
(18.50%) 3/28/96 $1,667,092 Ridge L.P. $174,319 $ 6.67
Champps
Americana Restaurant
Lyndhurst, OH Americana Dining
(90.71346%) 4/10/96 $2,460,394 Corporation $258,886 $34.93
Champps
Americana Restaurant
Schaumburg, IL Champps
(37.0%) 12/31/97 $1,676,195 Americana, Inc. $176,405 $54.93
<F1> The property was vacated on January 31, 1997 and listed
for sale or lease.
ITEM 2. DESCRIPTION OF PROPERTIES. (Continued)
The properties listed above with a partial ownership
percentage are owned with affiliates of the Partnership or
unrelated third parties. The remaining interests in the Media
Play and Garden Ridge retail stores are owned by AEI Net Lease
Income & Growth Fund XIX Limited Partnership and AEI Income &
Growth Fund XXI Limited Partnership. The remaining interests in
the Champps Americana restaurant in Lyndhurst, Ohio are owned by
the Individual General Partner of the Partnership and AEI
Institutional Net Lease Fund '93 Limited Partnership. The
remaining interests in the Champps Americana restaurant in
Schaumburg, Illinois, are owned by AEI Income & Growth Fund XXI
Limited Partnership and Net Lease Income & Growth Fund 84-A
Limited Partnership. The remaining interests in the Applebee's
in Middletown, Ohio, HomeTown Buffet and Arby's/Mrs. Winner's
restaurants are owned by unrelated third parties.
The Partnership accounts for properties owned as tenants-
in-common with affiliated Partnerships and/or unrelated third
parties using the proportionate consolidation method. Each
tenant-in-common owns a separate, undivided interest in the
properties. Any tenant-in-common that holds more than a 50%
interest does not control decisions over the other tenant-in-
common interests. The financial statements reflect only this
Partnership's percentage share of the properties' land, building
and equipment, liabilities, revenues and expenses.
The initial Lease terms are 20 years except for the Red
Robin restaurants, which have Lease Agreements that expire on
November 30, 2004, and December 31, 2007, and the Media Play
retail store. The Leases contain renewal options which may
extend the Lease term an additional 10 years except for the
Denny's and Champps Americana restaurants and the Applebee's
restaurants in Ohio and Louisiana which have renewal options that
may extend the Lease term an additional 15 years, and the Garden
Ridge retail store which has renewal options that may extend the
Lease term an additional 25 years.
Pursuant to the Lease Agreements, the tenants are required
to provide proof of adequate insurance coverage on the properties
they occupy. The General Partners believe the properties are
adequately covered by insurance and consider the properties to be
well-maintained and sufficient for the Partnership's operations.
For tax purposes, the Partnership's properties are
depreciated under the Modified Accelerated Cost Recovery System
(MACRS). The largest depreciable component of a property is the
building which is depreciated, using the straight-line method,
over 40 years. The remaining depreciable components of a
property are personal property and land improvements which are
depreciated, using an accelerated method, over 5 and 15 years,
respectively. Since the Partnership has tax-exempt Partners, the
Partnership is subject to the rules of Section 168(h)(6) of the
Internal Revenue Code which requires a percentage of the
properties' depreciable components to be depreciated over longer
lives using the straight-line method. In general the federal tax
basis of the properties for tax depreciation purposes is the same
as the basis for book depreciation purposes except for properties
whose book value was reduced by a real estate impairment loss
pursuant to Financial Accounting Standards Board Statement No.
121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of." The real estate impairment
loss, which was recorded against the book cost of the land and
depreciable property, was not recognized for tax purposes.
Through December 31, 1997, all properties were 100 percent
occupied by the lessees, except the Media Play retail store which
has been 100% vacant since January 31, 1997.
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S PARTNERSHIP UNITS AND
RELATED SECURITY HOLDER MATTERS.
As of December 31, 1997, there were 1,593 holders of
record of the registrant's Limited Partnership Units. There is
no other class of security outstanding or authorized. The
registrant's Units are not a traded security in any market.
However, the Partnership may purchase Units from Limited Partners
who have tendered their Units to the Partnership. Such Units may
be acquired at a discount. The Partnership is not obligated to
purchase in any year more than 5% of the total number of Units
outstanding at the beginning of the year. In no event shall the
Partnership be obligated to purchase Units if, in the sole
discretion of the Managing General Partner, such purchase would
impair the capital or operation of the Partnership.
During 1997, sixteen Limited Partners redeemed a total of
267.2 Partnership Units for $229,518 in accordance with the
Partnership Agreement. In prior years, a total of twenty-one
Limited Partners redeemed 347.7 Partnership Units for $312,465 in
accordance with the Partnership Agreement. The redemptions
increase the remaining Limited Partners' ownership interest in
the Partnership.
Cash distributions of $18,427 and $21,355 were made to the
General Partners and $1,594,801 and $1,919,995 were made to the
Limited Partners in 1997 and 1996, respectively. The
distributions were made on a quarterly basis and represent Net
Cash Flow, as defined, except as discussed below. These
distributions should not be compared with dividends paid on
capital stock by corporations.
As part of the Limited Partner distributions discussed
above, the Partnership distributed $122,770 and $99,565 of
proceeds from property sales in 1997 and 1996, respectively.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS.
Results of Operations
For the years ended December 31, 1997 and 1996, the
Partnership recognized rental income of $1,880,720 and
$2,160,177, respectively. During the same periods, the
Partnership earned investment income of $123,172 and $199,620,
respectively. In 1997, rental income decreased, when compared to
1996, due to the restructuring of the Media Play property as
discussed below. In 1997, the Partnership received $124,191 less
in monthly base rent from the lessee. In addition, in the fourth
quarter of 1996, the Partnership received a Lease termination
payment of $264,000 from the Media Play lessee, which was
recognized as rent in 1996. Rental income also decreased $94,656
as a result of property sales in 1997 and 1996. These decreases
were partially offset by additional rental income of $184,607
received from three property acquisitions in 1997 and 1996 and
rent increases on five properties, which resulted in a $18,783
increase in rental income in 1997. In 1997, investment income
decreased as the PartnershipOs short-term investments were used
to purchase three additional properties in 1997 and 1996.
Musicland Group, Inc. (MGI), the lessee of the Media Play
retail store in Apple Valley, Minnesota experienced financial
difficulties and was aggressively restructuring its organization.
As part of the restructuring, the Partnership and MGI reached an
agreement in December, 1996 in which MGI would buy out and
terminate the Lease Agreement by making a payment of $800,000,
which is equal to approximately two years' rent. The
Partnership's share of such payment was $264,000. Under the
Agreement, MGI remained in possession of the property and
performed all of its obligations under the net lease agreement
through January 31, 1997 at which time it vacated the property
and made it available for re-let to another tenant. MGI was
responsible for all maintenance and management costs of the
property through January 31, 1997 after which date the
Partnership became responsible for its share of expenses
associated with the property until it is re-let or sold. A
specialist in commercial property leasing has been retained to
locate a new tenant for the property.
As of December 31, 1997, based on an analysis of market
conditions in the area, it was determined the fair value of the
Partnership's interest in the Media Play was approximately
$726,000. In the fourth quarter of 1997, a charge to operations
for real estate impairment of $626,800 was recognized, which is
the difference between the book value at December 31, 1997 of
$1,352,800 and the estimated market value of $726,000. The
charge was recorded against the cost of the land, building and
equipment.
During the years ended December 31, 1997 and 1996, the
Partnership paid Partnership administration expenses to
affiliated parties of $247,842 and $221,908, respectively. These
administration expenses include costs associated with the
management of the properties, processing distributions, reporting
requirements and correspondence to the Limited Partners. During
the same periods, the Partnership incurred Partnership
administration and property management expenses from unrelated
parties of $106,712 and $33,597, respectively. These expenses
represent direct payments to third parties for legal and filing
fees, direct administrative costs, outside audit and accounting
costs, taxes, insurance and other property costs. The increase
in these expenses in 1997, when compared to 1996, is the result
of expenses incurred in 1997 related to the Media Play situation
discussed above.
As of December 31, 1997, the Partnership's cash
distribution rate was 7.25% on an annualized basis.
Distributions of Net Cash Flow to the General Partners were
subordinated to the Limited Partners as required in the
Partnership Agreement. As a result, 99% of distributions and
income were allocated to Limited Partners and 1% to the General
Partners.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
Inflation has had a minimal effect on income from
operations. The Leases contain cost of living increases which
will result in an increase in rental income over the term of the
Leases. Inflation also may cause the Partnership's real estate
to appreciate in value. However, inflation and changing prices
may also have an adverse impact on the operating margins of the
properties' tenants which could impair their ability to pay rent
and subsequently reduce the Partnership's Net Cash Flow available
for distributions.
AEI Fund Management, Inc. (AEI) performs all management
services for the Partnership. AEI is currently analyzing its
computer hardware and software systems to determine what, if any,
resources need to be dedicated regarding Year 2000 issues. The
Partnership does not anticipate any significant operational
impact or incurring material costs as a result of AEI becoming
Year 2000 compliant.
Liquidity and Capital Resources
During 1997, the Partnership's cash balances decreased
$65,256 as a result of cash used to purchase additional
properties and distributions made in excess of cash generated
from operating activities, which was partially offset by cash
generated from the sale of property. Net cash provided by
operating activities decreased from $2,145,303 in 1996 to
$1,604,421 in 1997 mainly as a result of a decrease in income and
an increase in expenses in 1997.
The major components of the Partnership's cash flow from
investing activities are investments in real estate and proceeds
from the sale of real estate. In 1997 and 1996, the Partnership
generated cash flow from the sale of real estate of $2,098,981
and $461,077, respectively. During the same periods, the
Partnership expended $1,651,992 and $3,126,905, respectively, to
invest in real properties (inclusive of acquisition expenses).
On March 28, 1996, the Partnership purchased a 18.50%
interest in a Garden Ridge retail store in Pineville, North
Carolina for $1,667,092. The property is leased to Garden Ridge,
L.P. under a Lease Agreement with a primary term of 20 years and
annual rental payments of $174,319. The remaining interests in
the property were purchased by AEI Net Lease Income & Growth Fund
XIX Limited Partnership and AEI Income & Growth Fund XXI Limited
Partnership, affiliates of the Partnership.
On April 10, 1996, the Partnership purchased a 90.71346%
interest in a Champps Americana restaurant in Lyndhurst, Ohio for
$2,460,394. The property is leased to Americana Dining
Corporation under a Lease Agreement with a primary term of 20
years and annual rental payments of $258,886. The remaining
interests in the property were purchased by the Individual
General Partner of the Partnership and AEI Institutional Net
Lease Fund '93 Limited Partnership, affiliates of the
Partnership.
In August, 1995, the Partnership entered into an Agreement
to purchase an Italianni's restaurant in Columbus, Ohio for
approximately $1,440,000. The Agreement with Ristoranti Karlo,
Inc. included a Lease Agreement with a primary term of 15 years
and annual rental payments of approximately $162,000. The
Partnership advanced $1,215,483 for the construction of the
property and was charging interest on the Note at the rate of
7.0%. On May 1, 1996, the Partnership began charging interest on
the Note at the rate of 11.25%. In October, 1996, the parties
agreed to terminate the Agreement. Ristoranti Karlo, Inc.
reimbursed the Partnership for all construction advances, accrued
interest and for certain expenses.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
On April 21, 1997, the Partnership purchased a 37.0%
interest in a parcel of land in Schaumburg, Illinois for
$653,756. The land is leased to Champps Americana, Inc.
(Champps) under a Lease Agreement with a primary term of 20 years
and annual rental payments of $49,910. Effective October 17,
1997, the annual rent was increased to $76,647. Simultaneously
with the purchase of the land, the Partnership entered into a
Development Financing Agreement under which the Partnership
advanced funds to Champps for the construction of a Champps
Americana restaurant on the site. Initially, the Partnership
charged interest on the advances at a rate of 7.0%. Effective
October 17, 1997, the interest rate was increased to 10.75%. On
December 31, 1997, after the development was completed, the Lease
Agreement was amended to require annual rental payments of
$176,405. The Partnership's share of the total acquisition
costs, including the cost of the land, was $1,676,195. The
remaining interests in the property were purchased by AEI Income
& Growth Fund XXI Limited Partnership and Net Lease Income &
Growth Fund 84-A Limited Partnership, affiliates of the
Partnership.
Through December 31, 1997, the Partnership sold 98.8823%
of the Arby's/Mrs. Winner's restaurant in Smyrna, Georgia, in
seven separate transactions to unrelated third parties. The
Partnership received total net sale proceeds of $1,439,965 which
resulted in a total net gain of $284,712. The total cost and
related accumulated depreciation of the interests sold was
$1,226,615 and $71,362, respectively. For the years ended
December 31, 1997 and 1996, the net gain was $197,431 and
$87,281, respectively.
During 1997, the Partnership sold 72.78918% of its
interest in the Applebee's restaurant in Middletown, Ohio in five
separate transactions to unrelated third parties. The
Partnership received total net sale proceeds of $1,083,041 which
resulted in total net gain of $311,169. The total cost and
related accumulated depreciation of the interests sold was
$848,966 and $77,094, respectively.
Subsequent to December 31, 1997, the Partnership sold an
additional 15.2521% of its interest in the Applebee's restaurant
in Middletown, Ohio to an unrelated third party. The Partnership
received net sale proceeds of approximately $226,000 which
resulted in a net gain of approximately $65,000.
Subsequent to December 31, 1997, the Partnership sold a
5.50031% of its interest in the Champps Americana restaurant in
Lyndhurst, Ohio to an unrelated third party. The Partnership
received net sale proceeds of approximately $182,000 which
resulted in a net gain of approximately $39,000.
The Partnership owns a 40.1354% interest in the HomeTown
Buffet restaurant in Albuquerque, New Mexico. Prior to 1996, the
Partnership sold 59.8646% of the property to unrelated third
parties, who own the property with the Partnership as tenants-in-
common.
In May, 1997, the Partnership sold 3,739 square feet of
land from the Red Robin property on Jamboree Drive in Colorado
Springs, Colorado, pursuant to a Right of Way Agreement with the
state of Colorado Department of Transportation. The Partnership
received net proceeds of $37,052 which resulted in a net loss of
$36,025. The original cost of the parcel of land was $73,077.
The Partnership believes the state of Colorado has undervalued
the land and is currently negotiating to receive additional
proceeds.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
During 1997 and 1996, the Partnership distributed $124,011
and $100,570 of the net sale proceeds to the Limited and General
Partners as part of their regular quarterly distributions which
represented a return of capital of $5.20 and $4.17 per Limited
Partnership Unit, respectively. The remaining net sale proceeds
will either be re-invested in additional properties or
distributed to the Partners in the future.
The Partnership's primary use of cash flow is distribution
and redemption payments to Partners. The Partnership declares
its regular quarterly distributions before the end of each
quarter and pays the distribution in the first week after the end
of each quarter. The Partnership attempts to maintain a stable
distribution rate from quarter to quarter. Redemption payments
are paid to redeeming Partners in the fourth quarter of each
year. In 1996, the Partnership made distributions at an 8.00%
rate which resulted in distributions to the Partners of
$1,939,389. Effective July 1, 1997, the distribution rate was
reduced to 7.25%. In addition, the 1997 redemption payments
were funded with cash that normally would be paid as part of the
regular quarterly distributions. As a result, 1997 distributions
to the Partners were $1,610,910.
The Partnership may acquire Units from Limited Partners
who have tendered their Units to the Partnership. Such Units may
be acquired at a discount. The Partnership is not obligated to
purchase in any year more than 5% of the number of Units
outstanding at the beginning of the year. In no event shall the
Partnership be obligated to purchase Units if, in the sole
discretion of the Managing General Partner, such purchase would
impair the capital or operation of the Partnership.
During 1997, sixteen Limited Partners redeemed a total of
267.2 Partnership Units for $229,518 in accordance with the
Partnership Agreement. The Partnership acquired these Units
using net cash flow from operations. In prior years, a total of
twenty-one Limited Partners redeemed 347.7 Partnership Units for
$312,465 in accordance with the Partnership Agreement. The
redemptions increase the remaining Limited Partners' ownership
interest in the Partnership.
The continuing rent payments from the properties, together
with cash generated from the property sales, should be adequate
to fund continuing distributions and meet other Partnership
obligations on both a short-term and long-term basis.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)
Cautionary Statement for Purposes of the "Safe Harbor" Provisions
of the Private Securities Litigation Reform Act of 1995
The foregoing Management's Discussion and Analysis
contains various "forward looking statements" within the meaning
of federal securities laws which represent management's
expectations or beliefs concerning future events, including
statements regarding anticipated application of cash, expected
returns from rental income, growth in revenue, taxation levels,
the sufficiency of cash to meet operating expenses, rates of
distribution, and other matters. These, and other forward
looking statements made by the Partnership, must be evaluated in
the context of a number of factors that may affect the
Partnership's financial condition and results of operations,
including the following:
<bullet> Market and economic conditions which affect the value
of the properties the Partnership owns and the cash
from rental income such properties generate;
<bullet> the federal income tax consequences of rental income,
deductions, gain on sales and other items and the
affects of these consequences for investors;
<bullet> resolution by the General Partners of conflicts with
which they may be confronted;
<bullet> the success of the General Partners of locating
properties with favorable risk return characteristics;
<bullet> the effect of tenant defaults; and
<bullet> the condition of the industries in which the tenants of
properties owned by the Partnership operate.
ITEM 7. FINANCIAL STATEMENTS.
See accompanying index to financial statements.
AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
INDEX TO FINANCIAL STATEMENTS
Report of Independent Auditors
Balance Sheet as of December 31, 1997 and 1996
Statements for the Years Ended December 31, 1997 and 1996:
Income
Cash Flows
Changes in Partners' Capital
Notes to Financial Statements
REPORT OF INDEPENDENT AUDITORS
To the Partners:
AEI Net Lease Income & Growth Fund XX Limited Partnership
St. Paul, Minnesota
We have audited the accompanying balance sheet of AEI NET
LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP (a Minnesota
limited partnership) as of December 31, 1997 and 1996 and the
related statements of income, cash flows and changes in partners'
capital for the years then ended. These financial statements are
the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we plan
and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of AEI Net Lease Income & Growth Fund XX Limited Partnership as
of December 31, 1997 and 1996, and the results of its operations
and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.
Minneapolis, Minnesota
February 4, 1998 Boulay, Heutmaker, Zibell & Co. P.L.L.P.
Certified Public Accountants
<PAGE>
AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
BALANCE SHEET
DECEMBER 31
ASSETS
1997 1996
CURRENT ASSETS:
Cash and Cash Equivalents $ 2,112,414 $ 2,177,670
Receivables 65,985 95
----------- -----------
Total Current Assets 2,178,399 2,177,765
----------- -----------
INVESTMENTS IN REAL ESTATE:
Land 6,650,715 6,809,341
Buildings and Equipment 10,879,290 11,426,434
Property Acquisition Costs 30,207 54,410
Accumulated Depreciation (972,278) (710,971)
----------- -----------
Net Investments in Real Estate 16,587,934 17,579,214
----------- -----------
Total Assets $18,766,333 $19,756,979
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Payable to AEI Fund Management, Inc. $ 98,419 $ 77,446
Distributions Payable 194,835 468,755
----------- -----------
Total Current Liabilities 293,254 546,201
----------- -----------
PARTNERS' CAPITAL (DEFICIT):
General Partners (22,210) (14,833)
Limited Partners, $1,000 Unit Value;
24,000 Units authorized and issued;
23,385 and 23,652 Units outstanding
in 1997 and 1996, respectively 18,495,289 19,225,611
----------- -----------
Total Partners' Capital 18,473,079 19,210,778
----------- -----------
Total Liabilities and Partners' Capital $18,766,333 $19,756,979
=========== ===========
The accompanying notes to financial statements are an integral
part of this statement.
<PAGE>
<PAGE>
AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
STATEMENT OF INCOME
FOR THE YEARS ENDED DECEMBER 31
1997 1996
INCOME:
Rent $ 1,880,720 $ 2,160,177
Investment Income 123,172 199,620
----------- -----------
Total Income 2,003,892 2,359,797
----------- -----------
EXPENSES:
Partnership Administration - Affiliates 247,842 221,908
Partnership Administration and Property
Management - Unrelated Parties 106,712 33,597
Depreciation 390,066 381,794
Real Estate Impairment 626,800 0
----------- -----------
Total Expenses 1,371,420 637,299
----------- -----------
OPERATING INCOME 632,472 1,722,498
GAIN ON SALE OF REAL ESTATE 472,575 87,281
----------- -----------
NET INCOME $ 1,105,047 $ 1,809,779
=========== ===========
NET INCOME ALLOCATED:
General Partners 11,050 18,098
Limited Partners 1,093,997 1,791,681
----------- -----------
$ 1,105,047 $ 1,809,779
=========== ===========
NET INCOME PER LIMITED PARTNERSHIP UNIT
(23,585 and 23,814 weighted average Units
outstanding in 1997 and 1996, respectively) $ 46.39 $ 75.24
=========== ===========
The accompanying notes to financial statements are an integral
part of this statement.
</PAGE>
<PAGE>
AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 1,105,047 $ 1,809,779
Adjustments To Reconcile Net Income
To Net Cash Provided By Operating Activities:
Depreciation 390,066 381,794
Real Estate Impairment 626,800 0
Gain on Sale of Real Estate (472,575) (87,281)
(Increase) Decrease in Receivables (65,890) 13,576
Increase in Payable to
AEI Fund Management, Inc. 20,973 27,435
----------- ------------
Total Adjustments 499,374 335,524
----------- ------------
Net Cash Provided By
Operating Activities 1,604,421 2,145,303
----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in Real Estate (1,651,992) (3,126,905)
Proceeds From Sale of Real Estate 2,098,981 461,077
----------- ------------
Net Cash Provided By (Used For)
Investing Activities 446,989 (2,665,828)
----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (Decrease) in Distributions Payable (273,920) 30
Distributions to Partners (1,610,910) (1,939,389)
Redemption Payments (231,836) (196,076)
----------- ------------
Net Cash Used For
Financing Activities (2,116,666) (2,135,435)
----------- ------------
NET DECREASE IN CASH
AND CASH EQUIVALENTS (65,256) (2,655,960)
CASH AND CASH EQUIVALENTS, beginning of period 2,177,670 4,833,630
----------- ------------
CASH AND CASH EQUIVALENTS, end of period $ 2,112,414 $ 2,177,670
=========== ============
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES:
Reclassification of minority interest and
investments in real estate due to use of
the proportionate consolidation method $ 0 $ 789,000
=========== ===========
The accompanying notes to financial statements are an integral
part of this statement.
</PAGE>
<PAGE>
AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31
Limited
Partnership
General Limited Units
Partners Partners Total Outstanding
BALANCE, December 31, 1995 $ (11,576) $19,548,040 $19,536,464 23,868.50
Distributions (19,394) (1,919,995) (1,939,389)
Redemption Payments (1,961) (194,115) (196,076) (216.20)
Net Income 18,098 1,791,681 1,809,779
--------- ----------- ----------- ----------
BALANCE, December 31, 1996 (14,833) 19,225,611 19,210,778 23,652.30
Distributions (16,109) (1,594,801) (1,610,910)
Redemption Payments (2,318) (229,518) (231,836) (267.21)
Net Income 11,050 1,093,997 1,105,047
--------- ----------- ----------- ----------
BALANCE, December 31, 1997 $ (22,210) $18,495,289 $18,473,079 23,385.09
========= =========== =========== ==========
The accompanying notes to financial statements are an integral
part of this statement.
</PAGE>
AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
(1) Organization -
AEI Net Lease Income & Growth Fund XX Limited Partnership
(Partnership) was formed to acquire and lease commercial
properties to operating tenants. The Partnership's
operations are managed by AEI Fund Management XX, Inc.
(AFM), the Managing General Partner of the Partnership.
Robert P. Johnson, the President and sole shareholder of
AFM, serves as the Individual General Partner of the
Partnership. An affiliate of AFM, AEI Fund Management, Inc.
(AEI), performs the administrative and operating functions
for the Partnership.
The terms of the Partnership offering call for a
subscription price of $1,000 per Limited Partnership Unit,
payable on acceptance of the offer. The Partnership
commenced operations on June 30, 1993 when minimum
subscriptions of 1,500 Limited Partnership Units
($1,500,000) were accepted. On January 19, 1995, the
Partnership's offering terminated when the maximum
subscription limit of 24,000 Limited Partnership Units
($24,000,000) was reached.
Under the terms of the Limited Partnership Agreement, the
Limited Partners and General Partners contributed funds of
$24,000,000 and $1,000, respectively. During the operation
of the Partnership, any Net Cash Flow, as defined, which the
General Partners determine to distribute will be distributed
90% to the Limited Partners and 10% to the General Partners;
provided, however, that such distributions to the General
Partners will be subordinated to the Limited Partners first
receiving an annual, noncumulative distribution of Net Cash
Flow equal to 10% of their Adjusted Capital Contribution, as
defined, and, provided further, that in no event will the
General Partners receive less than 1% of such Net Cash Flow
per annum. Distributions to Limited Partners will be made
pro rata by Units.
Any Net Proceeds of Sale, as defined, from the sale or
financing of the Partnership's properties which the General
Partners determine to distribute will, after provisions for
debts and reserves, be paid in the following manner: (i)
first, 99% to the Limited Partners and 1% to the General
Partners until the Limited Partners receive an amount equal
to: (a) their Adjusted Capital Contribution plus (b) an
amount equal to 12% of their Adjusted Capital Contribution
per annum, cumulative but not compounded, to the extent not
previously distributed from Net Cash Flow; (ii) any
remaining balance will be distributed 90% to the Limited
Partners and 10% to the General Partners. Distributions to
the Limited Partners will be made pro rata by Units.
For tax purposes, profits from operations, other than
profits attributable to the sale, exchange, financing,
refinancing or other disposition of the Partnership's
property, will be allocated first in the same ratio in
which, and to the extent, Net Cash Flow is distributed to
the Partners for such year. Any additional profits will be
allocated in the same ratio as the last dollar of Net Cash
Flow is distributed. Net losses from operations will be
allocated 99% to the Limited Partners and 1% to the General
Partners.
AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
(1) Organization - (Continued)
For tax purposes, profits arising from the sale, financing,
or other disposition of the Partnership's property will be
allocated in accordance with the Partnership Agreement as
follows: (i) first, to those partners with deficit balances
in their capital accounts in an amount equal to the sum of
such deficit balances; (ii) second, 99% to the Limited
Partners and 1% to the General Partners until the aggregate
balance in the Limited Partners' capital accounts equals the
sum of the Limited Partners' Adjusted Capital Contributions
plus an amount equal to 12% of their Adjusted Capital
Contributions per annum, cumulative but not compounded, to
the extent not previously allocated; (iii) third, the
balance of any remaining gain will then be allocated 90% to
the Limited Partners and 10% to the General Partners.
Losses will be allocated 98% to the Limited Partners and 2%
to the General Partners.
The General Partners are not required to currently fund a
deficit capital balance. Upon liquidation of the
Partnership or withdrawal by a General Partner, the General
Partners will contribute to the Partnership an amount equal
to the lesser of the deficit balances in their capital
accounts or 1% of total Limited Partners' and General
Partners' capital contributions.
(2) Summary of Significant Accounting Policies -
Newly Issued Accounting Standards
In June, 1997, Statement of Financial Accounting
Standards No. 130 "Reporting Comprehensive Income" was
approved for issuance for fiscal years beginning after
December 15, 1997. The Partnership adopted this
Statement in the fourth quarter of 1997. The effect of
this Statement has been determined that net income/loss
for financial statements and comprehensive income/loss is
primarily the same in all material respects.
Financial Statement Presentation
The accounts of the Partnership are maintained on the
accrual basis of accounting for both federal income tax
purposes and financial reporting purposes.
Accounting Estimates
Management uses estimates and assumptions in preparing
these financial statements in accordance with generally
accepted accounting principles. Those estimates and
assumptions may affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and
liabilities, and the reported revenues and expenses.
Actual results could differ from those estimates.
AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
(2) Summary of Significant Accounting Policies - (Continued)
The Partnership regularly assesses whether market events
and conditions indicate that it is reasonably possible to
recover the carrying amounts of its investments in real
estate from future operations and sales. A change in
those market events and conditions could have a material
effect on the carrying amount of its real estate
Cash Concentrations of Credit Risk
At times throughout the year, the Partnership's cash
deposited in financial institutions may exceed FDIC
insurance limits.
Statement of Cash Flows
For purposes of reporting cash flows, cash and cash
equivalents may include cash in checking, cash invested
in money market accounts, certificates of deposit,
federal agency notes and commercial paper with a term of
three months or less.
Income Taxes
The income or loss of the Partnership for federal income
tax reporting purposes is includable in the income tax
returns of the partners. Accordingly, no recognition has
been given to income taxes in the accompanying financial
statements.
The tax return, the qualification of the Partnership as
such for tax purposes, and the amount of distributable
Partnership income or loss are subject to examination by
federal and state taxing authorities. If such an
examination results in changes with respect to the
Partnership qualification or in changes to distributable
Partnership income or loss, the taxable income of the
partners would be adjusted accordingly.
Real Estate
The Partnership's real estate is leased under triple net
leases classified as operating leases. The Partnership
recognizes rental revenue on the accrual basis according
to the terms of the individual leases. For leases which
contain cost of living increases, the increases are
recognized in the year in which they are effective.
AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
(2) Summary of Significant Accounting Policies - (Continued)
Real estate is recorded at the lower of cost or estimated
net realizable value. The Financial Accounting Standards
Board issued Statement No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of" which was effective for the
Partnership's fiscal year ended December 31, 1996. This
standard requires the Partnership to compare the carrying
amount of its properties to the estimated future cash
flows expected to result from the property and its
eventual disposition. If the sum of the expected future
cash flows is less than the carrying amount of the
property, the Statement requires the Partnership to
recognize an impairment loss by the amount by which the
carrying amount of the property exceeds the fair value of
the property.
The Partnership has capitalized as Investments in Real
Estate certain costs incurred in the review and
acquisition of the properties. The costs were allocated
to the land, buildings and equipment.
The buildings and equipment of the Partnership are
depreciated using the straight-line method for financial
reporting purposes based on estimated useful lives of 30
years and 10 years, respectively.
The Partnership accounts for properties owned as tenants-
in-common with affiliated Partnerships and/or unrelated
third parties using the proportionate consolidation
method. Each tenant-in-common owns a separate, undivided
interest in the properties. Any tenant-in-common that
holds more than a 50% interest does not control decisions
over the other tenant-in-common interests. The financial
statements reflect only this Partnership's percentage
share of the properties' land, building and equipment,
liabilities, revenues and expenses.
(3) Related Party Transactions -
The Partnership owns a 33.0% interest in a Media Play retail
store and an 18.5% interest in a Garden Ridge retail store.
The remaining interests in these properties are owned by AEI
Net Lease Income & Growth Fund XIX Limited Partnership and
AEI Income & Growth Fund XXI Limited Partnership, affiliates
of the Partnership. The Partnership owns a 90.71346%
interest in a Champps Americana restaurant in Lyndhurst,
Ohio. The remaining interests in this property are owned by
the Individual General Partner of the Partnership, and AEI
Institutional Net Lease Fund '93 Limited Partnership, an
affiliate of the Partnership. The Partnership owns a 37.0%
interest in a Champps Americana restaurant in Schaumburg,
Illinois. The remaining interests in this property are
owned by AEI Income & Growth Fund XXI Limited Partnership
and Net Lease Income & Growth Fund 84-A Limited Partnership,
affiliates of the Partnership. As of December 31, 1997, the
Partnership owns a 21.1771% interest in an Applebee's
restaurant in Middletown, Ohio. The remaining interests in
this property are owned by unrelated third parties. AEI
Institutional Net Lease Fund '93 Limited Partnership owned a
6.03372% interest in this property until September 30, 1997
when the interest was sold to an unrelated third party.
AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
(3) Related Party Transactions - (Continued)
AEI and AFM received the following compensation and
reimbursements for costs and expenses from the Partnership:
Total Incurred by the Partnership
for the Years Ended December 31
1997 1996
a.AEI and AFM are reimbursed for all costs
incurred in connection with managing the
Partnership's operations, maintaining the
Partnership's books and communicating
the results of operations to the Limited
Partners. $ 247,842 $ 221,908
=========== ===========
b.AEI and AFM are reimbursed for all direct
expenses they have paid on the Partnership's
behalf to third parties. These expenses included
printing costs, legal and filing fees, direct
administrative costs, outside audit and
accounting costs, taxes, insurance and
other property costs. $ 106,712 $ 33,597
=========== ===========
c.AEI is reimbursed for all property acquisition
costs incurred by it in acquiring properties on
behalf of the Partnership. The amounts
are net of financing and commitment fees
and expense reimbursements received by the
Partnership from the lessees in the amount
of $24,720 and $76,275 for 1997 and
1996, respectively. $ 11,012 $ 8,634
=========== ===========
The payable to AEI Fund Management, Inc. represents the
balance due for the services described in 3a, b and c. This
balance is non-interest bearing and unsecured and is to be
paid in the normal course of business.
AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
(4) Investments in Real Estate -
The Partnership leases its properties to various tenants
through triple net leases, which are classified as operating
leases. Under a triple net lease, the lessee is responsible
for all real estate taxes, insurance, maintenance, repairs
and operating expenses of the property. The initial Lease
terms are 20 years except for the Red Robin restaurants,
which have Lease Agreements that expire on November 30,
2004, and December 31, 2007, and the Media Play retail store
discussed below. The Leases contain renewal options which
may extend the Lease term an additional 10 years except for
the Denny's and Champps Americana restaurants and the
Applebee's restaurants in Ohio and Louisiana which have
renewal options that may extend the Lease term an additional
15 years, and the Garden Ridge retail store which has
renewal options that may extend the Lease term an additional
25 years. The Leases contain rent clauses which entitle the
Partnership to receive additional rent in future years based
on stated rent increases. Certain lessees have been granted
options to purchase the property. Depending on the lease,
the purchase price is either determined by a formula, or is
the greater of the fair market value of the property or the
amount determined by a formula. In all cases, if the option
were to be exercised by the lessee, the purchase price would
be greater than the original cost of the property.
The Partnership's properties are all commercial, single-
tenant buildings. The HomeTown Buffet restaurant was
constructed and acquired in 1993. The Red Robin
restaurants, which were constructed in 1984 and 1987, were
acquired in 1994. The Garden Ridge retail store and Champps
Americana restaurant in Ohio were constructed and acquired
in 1996. The Champps Americana restaurant in Illinois was
constructed and acquired in 1997. The remaining properties
were constructed and acquired in either 1994 or 1995. There
have been no costs capitalized as improvements subsequent to
the acquisitions.
AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
(4) Investments in Real Estate - (Continued)
The cost of the property and related accumulated
depreciation at December 31, 1997 are as follows:
Buildings and Accumulated
Property Land Equipment Total Depreciation
HomeTown Buffet,
Albuquerque, NM $ 241,960 $ 289,371 $ 531,331 $ 40,994
Red Robin,
Colorado Springs, CO 905,980 1,323,210 2,229,190 170,915
Red Robin,
Colorado Springs, CO 721,168 1,034,273 1,755,441 133,594
Arby's/Mrs. Winner's,
Smyrna, GA 5,775 8,090 13,865 1,005
Applebee's, Middletown, OH 74,498 172,498 246,996 23,231
Denny's, Burleson, TX 374,721 548,759 923,480 58,325
Applebee's, McAllen, TX 463,553 856,551 1,320,104 100,982
Applebee's, Lafayette, LA 416,197 760,362 1,176,559 80,385
Applebee's, Brownsville, TX 523,042 855,694 1,378,736 78,609
Denny's, Grapevine, TX 722,668 632,053 1,354,721 47,316
Media Play, Apple Valley, MN 230,304 565,597 795,901 69,914
Garden Ridge, Pineville, NC 540,354 1,126,738 1,667,092 65,726
Champps Americana,
Lyndhurst, OH 717,903 1,742,491 2,460,394 101,282
Champps Americana,
Schaumburg, IL 712,592 963,603 1,676,195 0
----------- ----------- ----------- ----------
$ 6,650,715 $10,879,290 $17,530,005 $ 972,278
=========== =========== =========== ==========
On December 21, 1995, the Partnership purchased a 33.0%
interest in a Media Play retail store in Apple Valley,
Minnesota for $1,422,701. The property was leased to The
Musicland Group, Inc. (MGI) under a Lease Agreement with a
primary term of 18 years and annual rental payments of
$135,482.
In December, 1996, the Partnership and MGI reached an
agreement in which MGI would buy out and terminate the Lease
Agreement by making a payment of $800,000, which was equal
to approximately two years' rent. The Partnership's share
of such payment was $264,000. Under the Agreement, MGI
remained in possession of the property and performed all of
its obligations under the net lease agreement through
January 31, 1997 at which time it vacated the property and
made it available for re-let to another tenant. MGI was
responsible for all maintenance and management costs of the
property through January 31, 1997 after which date the
Partnership became responsible for its share of expenses
associated with the property until it is re-let or sold. A
specialist in commercial property leasing has been retained
to locate a new tenant for the property.
AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
(4) Investments in Real Estate - (Continued)
As of December 31, 1997, based on an analysis of market
conditions in the area, it was determined the fair value of
the Partnership's interest in the Media Play was
approximately $726,000. In the fourth quarter of 1997, a
charge to operations for real estate impairment of $626,800
was recognized, which is the difference between the book
value at December 31, 1997 of $1,352,800 and the estimated
market value of $726,000. The charge was recorded against
the cost of the land, building and equipment.
On March 28, 1996, the Partnership purchased a 18.50%
interest in a Garden Ridge retail store in Pineville, North
Carolina for $1,667,092. The property is leased to Garden
Ridge, L.P. under a Lease Agreement with a primary term of
20 years and annual rental payments of $174,319.
On April 10, 1996, the Partnership purchased a 90.71346%
interest in a Champps Americana restaurant in Lyndhurst,
Ohio for $2,460,394. The property is leased to Americana
Dining Corporation under a Lease Agreement with a primary
term of 20 years and annual rental payments of $258,886.
In August, 1995, the Partnership entered into an Agreement
to purchase an Italianni's restaurant in Columbus, Ohio for
approximately $1,440,000. The Agreement with Ristoranti
Karlo, Inc. included a Lease Agreement with a primary term
of 15 years and annual rental payments of approximately
$162,000. The Partnership advanced $1,215,483 for the
construction of the property and was charging interest on
the Note at the rate of 7.0%. On May 1, 1996, the
Partnership began charging interest on the Note at the rate
of 11.25%. In October, 1996, the parties agreed to
terminate the Agreement. Ristoranti Karlo, Inc. reimbursed
the Partnership for all construction advances, accrued
interest and for certain expenses.
On April 21, 1997, the Partnership purchased a 37.0%
interest in a parcel of land in Schaumburg, Illinois for
$653,756. The land is leased to Champps Americana, Inc.
(Champps) under a Lease Agreement with a primary term of 20
years and annual rental payments of $49,910. Effective
October 17, 1997, the annual rent was increased to $76,647.
Simultaneously with the purchase of the land, the
Partnership entered into a Development Financing Agreement
under which the Partnership advanced funds to Champps for
the construction of a Champps Americana restaurant on the
site. Initially, the Partnership charged interest on the
advances at a rate of 7.0%. Effective October 17, 1997, the
interest rate was increased to 10.75%. On December 31,
1997, after the development was completed, the Lease
Agreement was amended to require annual rental payments of
$176,405. The Partnership's share of the total acquisition
costs, including the cost of the land, was $1,676,195.
AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
(4) Investments in Real Estate - (Continued)
Through December 31, 1997, the Partnership sold 98.8823% of
the Arby's/Mrs. Winner's restaurant in Smyrna, Georgia, in
seven separate transactions to unrelated third parties. The
Partnership received total net sale proceeds of $1,439,965
which resulted in a total net gain of $284,712. The total
cost and related accumulated depreciation of the interests
sold was $1,226,615 and $71,362, respectively. For the
years ended December 31, 1997 and 1996, the net gain was
$197,431 and $87,281, respectively.
During 1997, the Partnership sold 72.78918% of its interest
in the Applebee's restaurant in Middletown, Ohio, in five
separate transactions to unrelated third parties. The
Partnership received total net sale proceeds of $1,083,041
which resulted in a total net gain of $311,169. The total
cost and related accumulated depreciation of the interests
sold was $848,966 and $77,094, respectively.
Subsequent to December 31, 1997, the Partnership sold an
additional 15.2521% of its interest in the Applebee's
restaurant in Middletown, Ohio to an unrelated third party.
The Partnership received net sale proceeds of approximately
$226,000 which resulted in a net gain of approximately
$65,000.
Subsequent to December 31, 1997, the Partnership sold a
5.50031% of its interest in the Champps Americana restaurant
in Lyndhurst, Ohio to an unrelated third party. The
Partnership received net sale proceeds of approximately
$182,000 which resulted in a net gain of approximately
$39,000.
The Partnership owns a 40.1354% interest in the HomeTown
Buffet restaurant in Albuquerque, New Mexico. Prior to
1996, the Partnership sold 59.8646% of the property to
unrelated third parties, who own the property with the
Partnership as tenants-in-common.
In May, 1997, the Partnership sold 3,739 square feet of land
from the Red Robin property on Jamboree Drive in Colorado
Springs, Colorado, pursuant to a Right of Way Agreement with
the state of Colorado Department of Transportation. The
Partnership received net proceeds of $37,052 which resulted
in a net loss of $36,025. The original cost of the parcel
of land was $73,077. The Partnership believes the state of
Colorado has undervalued the land and is currently
negotiating to receive additional proceeds.
During 1997 and 1996, the Partnership distributed $124,011
and $100,570 of the net sale proceeds to the Limited and
General Partners as part of their regular quarterly
distributions which represented a return of capital of $5.20
and $4.17 per Limited Partnership Unit, respectively. The
remaining net sale proceeds will either be re-invested in
additional properties or distributed to the Partners in the
future.
AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
(4) Investments in Real Estate - (Continued)
The Partnership has incurred net costs of $773,507 relating
to the review of potential property acquisitions. Of these
costs, $743,300 have been capitalized and allocated to land,
building and equipment. The remaining costs of $30,207 have
been capitalized and will be allocated to properties
acquired subsequent to December 31, 1997.
The minimum future rentals on the Leases for years
subsequent to December 31, 1997 are as follows:
1998 $ 1,908,465
1999 1,946,451
2000 1,974,596
2001 2,009,421
2002 2,050,422
Thereafter 24,573,240
-----------
$34,462,595
===========
There were no contingent rents recognized in 1997 or 1996.
(5) Major Tenants -
The following schedule presents rent revenue from individual
tenants, or affiliated groups of tenants, who each
contributed more than ten percent of the Partnership's total
rent revenue for the years ended December 31:
1997 1996
Tenants Industry
The Snyder Group Company Restaurant $ 463,454 $ 458,587
The Musicland Group, Inc. Retail N/A 399,482
Renaissant Development
Corporation Restaurant 298,425 298,425
Huntington Restaurants
Group, Inc. Restaurant 248,957 244,255
Champps Americana Group Restaurant 299,554 N/A
---------- ----------
Aggregate rent revenue of major tenants $1,310,390 $1,400,749
========== ==========
Aggregate rent revenue of major tenants as
a percentage of total rent revenue 70% 65%
========== ==========
AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
(6) Partners' Capital -
Cash distributions of $18,427 and $21,355 were made to the
General Partners and $1,594,801 and $1,919,995 were made to
the Limited Partners for the years ended December31, 1997
and 1996, respectively. The Limited Partners' distributions
represent $67.62 and $80.62 per Limited Partnership Unit
outstanding using 23,585 and 23,814 weighted average Units
in 1997 and 1996, respectively. The distributions represent
$36.58 and $67.03 per Unit of Net Income and $31.04 and
$13.59 per Unit of return of contributed capital in 1997 and
1996, respectively.
As part of the Limited Partner distributions discussed
above, the Partnership distributed $122,770 and $99,565 of
proceeds from property sales in 1997 and 1996, respectively.
Distributions of Net Cash Flow to the General Partners
during 1997 and 1996 were subordinated to the Limited
Partners as required in the Partnership Agreement. As a
result, 99% of distributions and income were allocated to
the Limited Partners and 1% to the General Partners.
The Partnership may acquire Units from Limited Partners who
have tendered their Units to the Partnership. Such Units may
be acquired at a discount. The Partnership is not obligated
to purchase in any year more than 5% of the number of Units
outstanding at the beginning of the year. In no event shall
the Partnership be obligated to purchase Units if, in the
sole discretion of the Managing General Partner, such
purchase would impair the capital or operation of the
Partnership.
During 1997, sixteen Limited Partners redeemed a total of
267.2 Partnership Units for $229,518 in accordance with the
Partnership Agreement. The Partnership acquired these Units
using Net Cash Flow from operations. In 1996, sixteen
Limited Partners redeemed a total of 216.2 Partnership Units
for $194,115. The redemptions increase the remaining
Limited Partners' ownership interest in the Partnership.
After the effect of redemptions, the Adjusted Capital
Contribution, as defined in the Partnership Agreement, is
$1,026.29 per original $1,000 invested.
AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
(7) Income Taxes -
The following is a reconciliation of net income for
financial reporting purposes to income reported for federal
income tax purposes for the years ended December 31:
1997 1996
Net Income for Financial
Reporting Purposes $1,105,047 $1,809,779
Depreciation for Tax Purposes
Under Depreciation for Financial
Reporting Purposes 76,148 53,434
Amortization of Start-Up and
Organization Costs (61,124) (55,606)
Real Estate Impairment Loss
Not Recognized for Tax Purposes 626,800 0
Gain on Sale of Real Estate for
Tax Purposes Under Gain for
Financial Reporting Purposes (3,387) (1,641)
---------- ----------
Taxable Income to Partners $1,743,484 $1,805,966
========== ==========
AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
(7) Income Taxes - (Continued)
The following is a reconciliation of Partners' capital for
financial reporting purposes to Partners' capital reported
for federal income tax purposes for the years ended
December 31:
1997 1996
Partners' Capital for
Financial Reporting Purposes $18,473,079 $19,210,778
Adjusted Tax Basis of Investments
in Real Estate Under Net Investments
in Real Estate for Financial
Reporting Purposes 768,923 69,362
Capitalized Start-Up Costs
Under Section 195 303,182 303,182
Amortization of Start-Up and
Organization Costs (160,334) (99,210)
Organization and Syndication Costs
Treated as Reduction of Capital
for Financial Reporting Purposes 3,277,272 3,277,272
----------- -----------
Partners' Capital for
Tax Reporting Purposes $22,662,122 $22,761,384
=========== ===========
AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
(8) Fair Value of Financial Instruments -
The estimated fair values of the financial instruments, none
of which are held for trading purposes, are as follows at
December 31:
1997 1996
Carrying Fair Carrying Fair
Amount Value Amount Value
Cash $ 400 $ 400 $ 110 $ 110
Money Market Funds 2,112,014 2,112,014 2,177,560 2,177,560
--------- --------- --------- ---------
Total Cash and
Cash Equivalents $2,112,414 $2,112,414 $2,177,670 $2,177,670
========= ========= ========= =========
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
The registrant is a limited partnership and has no
officers, directors, or direct employees. The General Partners
of the registrant are Robert P. Johnson and AFM. The General
Partners manage and control the Partnership's affairs and have
general responsibility and the ultimate authority in all matters
affecting the Partnership's business. The director and officers
of AFM are as follows:
Robert P. Johnson, age 53, is Chief Executive Officer,
President and Director and has held these positions since the
formation of AFM in September, 1992, and has been elected to
continue in these positions until September, 1998. From 1970 to
the present, he had been employed exclusively in the investment
industry, specializing in tax-advantaged limited partnership
investments. In that capacity, he has been involved in the
development, analysis, marketing and management of public and
private investment programs investing in net lease properties as
well as public and private investment programs investing in
energy development. Since 1971, Mr. Johnson has been the
president, a director and a registered principal of AEI
Securities, Inc. (formerly AEI Incorporated), which is registered
with the Securities and Exchange Commission as a securities
broker-dealer, is a member of the National Association of
Securities Dealers, Inc. (NASD) and is a member of the Security
Investors Protection Corporation (SIPC). Mr. Johnson has been
president, a director and the principal shareholder of AEI Fund
Management, Inc., a real estate management company founded by
him, since 1978. Mr. Johnson is currently a general partner or
principal of the general partner in sixteen other limited
partnerships.
Mark E. Larson, age 45, is Executive Vice President,
Treasurer and Chief Financial Officer and has held these
positions since the formation of AFM in September, 1992, and has
been elected to continue in these positions until September,
1998. In January, 1993, Mr. Larson was elected to serve as
Secretary of AFM and will continue to serve until September,
1998. Mr. Larson has been employed by AEI Fund Management, Inc.
and affiliated entities since 1985. From 1979 to 1985, Mr.
Larson was with Apache Corporation as manager of Program
Accounting responsible for the accounting and reports for
approximately 46 public partnerships. Mr. Larson is responsible
for supervising the accounting functions of AFM and the
registrant.
ITEM 10. EXECUTIVE COMPENSATION.
The General Partner and affiliates are reimbursed at cost
for all services performed on behalf of the registrant and for
all third party expenses paid on behalf of the registrant. The
cost for services performed on behalf of the registrant is actual
time spent performing such services plus an overhead burden.
These services include organizing the registrant and arranging
for the offer and sale of Units, reviewing properties for
acquisition and rendering administrative and management services.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth information pertaining to
the ownership of the Units by each person known by the
Partnership to beneficially own 5% or more of the Units, by each
General Partner, and by each officer or director of the Managing
General Partner as of February 28, 1998:
Name and Address Number of Percent
of Beneficial Owner Units Held of Class
AEI Fund Management XX, Inc. 0 0%
1300 Minnesota World Trade Center
30 East 7th Street, St. Paul, Minnesota 55101
AEI Fund Management, Inc. ** 6.3 *
1300 Minnesota World Trade Center
30 East 7th Street, St. Paul, Minnesota 55101
Robert P. Johnson 28 *
1300 Minnesota World Trade Center
30 East 7th Street, St. Paul, Minnesota 55101
Mark E. Larson 0 0%
1300 Minnesota World Trade Center
30 East 7th Street, St. Paul, Minnesota 55101
* Less than 1%
**A corporation controlled by Mr. Johnson that provides
administrative services to the Partnership.
The persons set forth in the preceding table hold sole voting
power and power of disposition with respect to all of the Units
set forth opposite their names. The General Partners know of no
holders of more than 5% of the outstanding Units.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The registrant, AFM and its affiliates have common
management and utilize the same facilities. As a result, certain
administrative expenses are allocated among these related
entities. All of such activities and any other transactions
involving the affiliates of the General Partner of the registrant
are governed by, and are conducted in conformity with, the
limitations set forth in the Limited Partnership Agreement of the
registrant.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
(Continued)
The following table sets forth the forms of compensation,
distributions and cost reimbursements paid by the registrant to
the General Partners or their Affiliates in connection with the
operation of the Fund and its properties for the period from
inception through December 31, 1997.
Person or Entity Amount Incurred From
Receiving Form and Method Inception (September 2, 1992)
Compensation of Compensation To December 31, 1997
AEI Securities, Inc. Selling Commissions equal to 8% of $2,398,039
(formerly AEI proceeds plus a 2% nonaccountable
Incorporated) expense allowance, most of which was
reallowed to Participating Dealers.
General Partners and Reimbursement at Cost for other $ 884,013
Affiliates Organization and Offering Costs.
General Partners and Reimbursement at Cost for all $ 773,508
Affiliates Acquisition Expenses
General Partners 1% of Net Cash Flow in any fiscal $ 66,085
year until the Limited Partners have
received annual, non-cumulative
distributions of Net Cash Flow equal
to 10% of their Adjusted Capital
Contributions and 10% of any remaining
Net Cash Flow in such fiscal year.
General Partners and Reimbursement at Cost for all $1,099,934
Affiliates Administrative Expenses attributable
to the Fund, including all expenses
related to management and disposition
of the Fund's properties and all other
transfer agency, reporting, partner
relations and other administrative
functions.
General Partners 1% of distributions of Net Proceeds of $ 7,109
Sale until Limited Partners have
received an amount equal to (a) their
Adjusted Capital Contributions, plus
(b) an amount equal to 12% of their
Adjusted Capital Contributions per
annum, cumulative but not compounded,
to the extent not previously distributed.
10% of distributions of Net Proceeds of
Sale thereafter.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
(Continued)
The limitations included in the Partnership Agreement
require that the cumulative reimbursements to the General
Partners and their affiliates for administrative expenses not
allowed under the NASAA Guidelines ("Guidelines") will not exceed
the sum of (i) the front-end fees allowed by the Guidelines less
the front-end fees paid, (ii) the cumulative property management
fees allowed but not paid, (iii) any real estate commission
allowed under the Guidelines, and (iv) 10% of Net Cash Flow less
the Net Cash Flow actually distributed. The reimbursements not
allowed under the guidelines include a controlling person's
salary and fringe benefits, rent and depreciation. As of
December 31, 1997, the cumulative reimbursements to the General
Partners and their affiliates did not exceed these amounts.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A.
A. Exhibits -
Description
3.1 Certificate of Limited
Partnership (incorporated by reference to
Exhibit 3.1 of the registrant's
Registration Statement on Form SB-2 filed
with the Commission on November 9, 1992
[File No. 3354354-C]).
3.2 Limited Partnership
Agreement (incorporated by reference to
Exhibit 3.2 of the registrant's
Registration Statement on Form SB-2 filed
with the Commission on November 9, 1992
[File No. 3354354-C]).
10.1 Net Lease Agreement dated
September 30, 1993 between the Partnership
and HTB Restaurants, Inc. and JB's
Restaurants, Inc. relating to the property
at 1528 Eubank, N.E., Albuquerque, New
Mexico (incorporated by reference to
Exhibit A of Form 8-K filed with the
Commission on October8, 1993).
10.2 Assignment of Lease dated
February 24, 1994 between the Partnership
and Bird Food, Inc., and the Lease Option
Agreement dated October 5, 1983, relating
to the property at 3680 Citadel Drive
North, Colorado Springs, Colorado
(incorporated by reference to Exhibit A of
Form 8-K filed with the Commission on March
8, 1994).
10.3 Assignment of Lease dated
February 24, 1994 between the Partnership
and Retlen Corporation, Inc., and the Lease
Agreement dated May 11, 1987, relating to
the property at 1410 Jamboree Drive,
Colorado Springs, Colorado (incorporated by
reference to Exhibit B of Form 8-K filed
with the Commission on March 8, 1994).
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A.
(Continued)
(A) Exhibits - (Continued)
Description
10.4 Net Lease Agreement dated
May 16, 1994 between the Partnership and
RTM Georgia, Inc. relating to the property
at 4950 South Cobb Drive, Smyrna, Georgia
(incorporated by reference to Exhibit 10.11
of Form 10-KSB filed with the Commission on
March 27, 1995).
10.5 Net Lease Agreement dated
July 15, 1994 between the Partnership and
Thomas and King, Inc. relating to the
property at 3240 Towne Boulevard,
Middletown, Ohio (incorporated by reference
to Exhibit 10.12 of Form 10-KSB filed with
the Commission on March 27, 1995).
10.6 Net Lease Agreement dated
November 30, 1994 between the Partnership
and Renaissant Development Corporation
relating to the property at 4601 N. 10th
Street, McAllen, Texas (incorporated by
reference to Exhibit 10.16 of Form 10-KSB
filed with the Commission on March 27,
1995).
10.7 Net Lease Agreement dated
December 6, 1994 between the Partnership
and Huntington Restaurants Group, Inc.
relating to the property at 868 N.E.
Alsbury Boulevard, Burleson, Texas
(incorporated by reference to Exhibit 10.17
of Form 10-KSB filed with the Commission on
March 27, 1995).
10.8 Net Lease Agreement dated
January 17, 1995 between the Partnership
and Southland Restaurant Development
Company, L.L.C. relating to the property at
5630 Johnson Street, Lafayette, Louisiana
(incorporated by reference to Exhibit 10.18
of Form 10-KSB filed with the Commission on
March 27, 1995).
10.9 Property Co-Tenancy
Ownership Agreement dated August 21, 1995
between the Partnership and Bruce R. Logan
relating to the property at 1528 Eubank,
N.E., Albuquerque, New Mexico (incorporated
by reference to Exhibit 10.22 of Form
10-KSB filed with the Commission on March
21, 1996).
10.10 Net Lease Agreement
dated August 30, 1995 between the
Partnership and Renaissant Development
Corporation relating to the property at
2960 Boca Chica Boulevard, Brownsville,
Texas (incorporated by reference to Exhibit
10.23 of Form 10-KSB filed with the
Commission on March 21, 1996).
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A.
(Continued)
(A) Exhibits - (Continued)
Description
10.11 Property Co-Tenancy
Ownership Agreement dated October 18, 1995
between the Partnership and Highgrove
Consulting Agency, Inc. relating to the
property at 1528 Eubank, N.E., Albuquerque,
New Mexico (incorporated by reference to
Exhibit 10.28 of Form 10-KSB filed with the
Commission on March 21, 1996).
10.12 Property Co-Tenancy
Ownership Agreement dated October 20, 1995
between the Partnership and The Mark A.
Benson Living Trust relating to the
property at 1528 Eubank, N.E., Albuquerque,
New Mexico (incorporated by reference to
Exhibit 10.30 of Form 10-KSB filed with the
Commission on March 21, 1996).
10.13 Net Lease Agreement
dated November 21, 1995 between the
Partnership and Huntington Restaurants
Group, Inc. relating to the property at
1505 William D. Tate Boulevard, Grapevine,
Texas (incorporated by reference to Exhibit
10.31 of Form 10-KSB filed with the
Commission on March 21, 1996).
10.14 Property Co-Tenancy
Ownership Agreement dated December 6, 1995
between the Partnership and The Joan Koller
Trust relating to the property at 1528
Eubank, N.E., Albuquerque, New Mexico
(incorporated by reference to Exhibit 10.34
of Form 10-KSB filed with the Commission on
March 21, 1996).
10.15 Net Lease Agreement
dated August 2, 1995, between TKC X, LLC
and Garden Ridge, Inc. relating to the
property at 11415 Carolina Place Parkway,
Pineville, North Carolina (incorporated by
reference to Exhibit 10.1 of Form 8-K filed
with the Commission on April 10, 1996).
10.16 First Amendment to
Lease Agreement dated March1, 1996 between
TKC X, LLC and Garden Ridge, L.P. relating
to the property at 11415 Carolina Place
Parkway, Pineville, North Carolina
(incorporated by reference to Exhibit 10.3
of Form 8-K filed with the Commission on
April 10, 1996).
10.17 Assignment and
Assumption of Lease dated March28, 1996
between the Partnership, AEI Net Lease
Income & Growth Fund XIX Limited
Partnership, AEI Income & Growth Fund XXI
Limited Partnership, and TKCX, LLC relating
to the property at 11415 Carolina Place
Parkway, Pineville, North Carolina
(incorporated by reference to Exhibit 10.4
of Form 8-K filed with the Commission on
April 10, 1996).
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A.
(Continued)
(A) Exhibits - (Continued)
Description
10.18 Net Lease Agreement
dated April 10, 1996 between the
Partnership, Robert P. Johnson, AEI
Institutional Net Lease Fund '93 and
Americana Dining Corporation relating to
the property at 5835 Landerbrook Drive,
Lyndhurst, Ohio (incorporated by reference
to Exhibit 10.3 of Form 8-K filed with the
Commission on April 17, 1996).
10.19 Purchase Agreement
dated September 10, 1996 between the
Partnership and the Margaret E. Brust
Irrevocable Trust relating to the property
at 4950 South Cobb Drive, Smyrna, Georgia
(incorporated by reference to Exhibit 10.1
of Form 10-QSB filed with the Commission on
November 13, 1996).
10.20 Property Co-Tenancy
Ownership Agreement dated September 27,
1996 between the Partnership and the
Margaret E. Brust Irrevocable Trust
relating to the property at 4950 South Cobb
Drive, Smyrna, Georgia (incorporated by
reference to Exhibit 10.2 of Form 10-QSB
filed with the Commission on November 13,
1996).
10.21 Surrender and
Termination of Lease Agreement dated
November 22, 1996 between the Partnership,
AEI Net Lease Income & Growth Fund XIX
Limited Partnership, AEI Income & Growth
Fund XXI Limited Partnership and The
Musicland Group, Inc. relating to the
property at 7370 W. 153rd Street, Apple
Valley, Minnesota (incorporated by
reference to Exhibit 10.43 of Form 10-KSB
filed with the Commission on March 21,
1997).
10.22 Purchase Agreement
dated October 21, 1996 between the
Partnership and the John J. Zeller Living
Trust relating to the property at 4950
South Cobb Drive, Smyrna, Georgia
(incorporated by reference to Exhibit 10.44
of Form 10-KSB filed with the Commission on
March 21, 1997).
10.23 Property Co-Tenancy
Ownership Agreement dated December 6, 1996
between the Partnership and the John J.
Zeller Living Trust relating to the
property at 4950 South Cobb Drive, Smyrna,
Georgia (incorporated by reference to
Exhibit 10.45 of Form 10-KSB filed with the
Commission on March 21, 1997).
10.24 Purchase Agreement
dated December 27, 1996 between the
Partnership and the Mark A. Benson Living
Trust relating to the property at 4950
South Cobb Drive, Smyrna, Georgia
(incorporated by reference to Exhibit 10.46
of Form 10-KSB filed with the Commission on
March 21, 1997).
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A.
(Continued)
(A) Exhibits - (Continued)
Description
10.25 Property Co-Tenancy
Ownership Agreement dated January 10, 1997
between the partnership and the Mark A.
Benson Living Trust relating to the
property at 4950 South Cobb Drive, Smyrna,
Georgia (incorporated by reference to
Exhibit 10.47 of Form 10-KSB filed with the
Commission on March 21, 1997).
10.26 Purchase Agreement
dated April 15, 1997 between the
Partnership and Anton Kuster, Jr. relating
to the property at 4950 South Cobb Drive,
Smyrna, Georgia (incorporated by reference
to Exhibit 10.1 of Form 10-QSB filed with
the Commission on May 13, 1997).
10.27 Property Co-Tenancy
Ownership Agreement dated April 21, 1997
between the Partnership and Anton Kuster,
Jr. relating to the property at 4950 South
Cobb Drive, Smyrna, Georgia (incorporated
by reference to Exhibit 10.2 of Form 10-QSB
filed with the Commission on May 13, 1997).
10.28 Development Financing
Agreement dated April 21, 1997 between the
Partnership, AEI Income & Growth Fund XXI
Limited Partnership, Net Lease Income &
Growth Fund 84-A Limited Partnership and
Champps Americana, Inc. relating to the
property at 955 Golf Road, Schaumburg,
Illinois (incorporated by reference to
Exhibit 10.3 of Form 10-QSB filed with the
Commission on May 13, 1997).
10.29 Net Lease Agreement
dated April 21, 1997 between the
Partnership, AEI Income & Growth Fund XXI
Limited Partnership, Net Lease Income &
Growth Fund 84-A Limited Partnership and
Champps Americana, Inc. relating to the
property at 955 Golf Road, Schaumburg,
Illinois (incorporated by reference to
Exhibit 10.4 of Form 10-QSB filed with the
Commission on May 13, 1997).
10.30 Purchase Agreement
dated August 4, 1997 between the
Partnership and Russell C. Mayer, Trustee
and Dixie Mayer, Trustee, or their
Successor Trustees of the Russell C. and
Dixie Mayer Trust relating to the property
at 4950 South Cobb Drive, Smyrna, Georgia
(incorporated by reference to Exhibit 10.1
of Form 10-QSB filed with the Commission on
November 7, 1997).
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A.
(Continued)
(A) Exhibits - (Continued)
Description
10.31 Property Co-Tenancy
Agreement dated August 14, 1997 between the
Partnership and Russell C. Mayer, Trustee
and Dixie Mayer, Trustee, or their
Successor Trustees of the Russell C. and
Dixie Mayer Trust relating to the property
at 4950 South Cobb Drive, Smyrna, Georgia
(incorporated by reference to Exhibit 10.2
of Form 10-QSB filed with the Commission on
November 7, 1997).
10.32 Purchase Agreement
dated September 9, 1997 between the
Partnership and Nick DeVito, Inc. relating
to the property at 4950 South Cobb Drive,
Smyrna, Georgia (incorporated by reference
to Exhibit 10.3 of Form 10-QSB filed with
the Commission on November 7, 1997).
10.33 Purchase Agreement
dated September 9, 1997 between the
Partnership and Nick DeVito, Inc. relating
to the property at 3240 Towne Boulevard,
Middletown, Ohio (incorporated by reference
to Exhibit 10.4 of Form 10-QSB filed with
the Commission on November 7, 1997).
10.34 Purchase Agreement
dated September 16, 1997 between the
Partnership and Richard J. Abbott and
Marjory T. Abbott relating to the property
at 4950 South Cobb Drive, Smyrna, Georgia
(incorporated by reference to Exhibit 10.5
of Form 10-QSB filed with the Commission on
November 7, 1997).
10.35 Purchase Agreement
dated September 16, 1997 between the
Partnership, AEI Institutional Net Lease
Fund '93 and Richard J. Abbott and Marjory
T. Abbott relating to the property at 3240
Towne Boulevard, Middletown, Ohio
(incorporated by reference to Exhibit 10.6
of Form 10-QSB filed with the Commission on
November 7, 1997).
10.36 Property Co-Tenancy
Ownership Agreement dated September 30,
1997 between the Partnership and Richard J.
Abbott and Marjory T. Abbott relating to
the property at 4950 South Cobb Drive,
Smyrna, Georgia (incorporated by reference
to Exhibit 10.7 of Form 10-QSB filed with
the Commission on November 7, 1997).
10.37 Property Co-Tenancy
Ownership Agreement dated September 30,
1997 between the Partnership and Richard J.
Abbott and Marjory T. Abbott relating to
the property at 3240 Towne Boulevard,
Middletown, Ohio (incorporated by reference
to Exhibit 10.8 of Form 10-QSB filed with
the Commission on November 7, 1997).
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A.
(Continued)
(A) Exhibits - (Continued)
Description
10.38 Property Co-Tenancy
Ownership Agreement dated October 9, 1997
between the Partnership and Nick DeVito,
Inc. relating to the property at 4950 South
Cobb Drive, Smyrna, Georgia (incorporated
by reference to Exhibit 10.9 of Form 10-QSB
filed with the Commission on November 7,
1997).
10.39 Property Co-Tenancy
Ownership Agreement dated October 10, 1997
between the Partnership and Nick DeVito,
Inc. relating to the property at 3240 Towne
Boulevard, Middletown, Ohio (incorporated
by reference to Exhibit 10.10 of Form
10-QSB filed with the Commission on
November 7, 1997).
10.40 Purchase Agreement
dated November 24, 1997 between the
Partnership and David E. Edsall, Trustee of
the David E. Edsall Trust relating to the
property at 3240 Towne Boulevard,
Middletown, Ohio.
10.41 Purchase Agreement
dated November 24, 1997 between the
Partnership and James Edward Amend relating
to the property at 3240 Towne Boulevard,
Middletown, Ohio.
10.42 Property Co-Tenancy
Ownership Agreement dated December 1, 1997
between the Partnership and David E.
Edsall, Trustee of the David E. Edsall
Trust relating to the property at 3240
Towne Boulevard, Middletown, Ohio.
10.43 Purchase Agreement
dated December 1, 1997 between the
Partnership and Joan Koller, Trustee of the
Joan Koller Trust relating to the property
at 3240 Towne Boulevard, Middletown, Ohio.
10.44 Property Co-Tenancy
Ownership Agreement dated December 16, 1997
between the Partnership and James Edward
Amend relating to the property at 3240
Towne Boulevard, Middletown, Ohio.
10.45 Property Co-Tenancy
Ownership Agreement dated December 16, 1997
between the Partnership and Joan Koller,
Trustee of the Joan Koller Trust relating
to the property at 3240 Towne Boulevard,
Middletown, Ohio.
10.46 Purchase Agreement
dated December 30, 1997 between the
Partnership, AEI Institutional Net Lease
Fund '93 and Richard W. Anderson and
Marilyn R. Anderson, Trustees of the
Anderson Family Trust relating to the
property at 5835 Landerbrook Drive,
Lyndhurst Ohio.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A.
(Continued)
(A) Exhibits - (Continued)
Description
10.47 First Amendment to Net
Lease Agreement dated December 31, 1997
between the Partnership, AEI Income &
Growth Fund XXI Limited Partnership, Net
Lease Income & Growth Fund 84-A Limited
Partnership and Champps Americana, Inc.
relating to the property at 955 Golf Road,
Schaumburg, Illinois.
10.48 Purchase Agreement
dated January 2, 1998 between the
Partnership and Helen M. Rafter relating to
the property at 3240 Towne Boulevard,
Middletown, Ohio.
10.49 Property Co-Tenancy
Ownership Agreement dated January 7, 1998
between the Partnership and Helen M. Rafter
relating to the property at 3240 Towne
Boulevard, Middletown, Ohio.
10.50 Property Co-Tenancy
Ownership Agreement dated January 27, 1998
between the Partnership and Richard W.
Anderson and Marilyn R. Anderson, Trustees
of the Anderson Family Trust relating to
the property at 5835 Landerbrook Drive,
Lyndhurst Ohio.
27 Financial Data Schedule for
period ended December 31, 1997.
B. Reports on Form 8-K - None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
AEI NET LEASE INCOME & GROWTH FUND XX
Limited Partnership
By: AEI Fund Management XX, Inc.
Its Managing General Partner
March 23, 1998 By: /s/ Robert P Johnson
Robert P. Johnson, President and Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated.
Name Title Date
/s/ Robert P Johnson President (Principal Executive Officer) March 23, 1998
Robert P. Johnson and Sole Director of Managing General
Partner
/s/ Mark E Larson Executive Vice President, Treasurer March 23, 1998
Mark E. Larson and Chief Financial Officer
(Principal Accounting Officer)
PURCHASE AGREEMENT
Applebee's Restaurant - Middletown, OH
This AGREEMENT, entered into effective as of the 24 of November,
1997 .
l. Parties. Seller is AEI Net Lease Income & Growth Fund XX
Limited Partnership which presently owns an undivided 66.1403%
interest in the fee title to that certain real property legally
described in the attached Exhibit "A" (the "Entire Property").
Buyer is David E. Edsall, Trustee of the David E. Edsall Trust,
dated 5-25-95, and Mary Joan Edsall, Trustee of the Mary Joan
Edsall Trust, dated 5-25-95, as Tenants in Common("Buyer").
Seller wishes to sell and Buyer wishes to buy a portion as Tenant
in Common of Seller's interest in the Entire Property.
2. Property. The Property to be sold to Buyer in this transaction
consists of an undivided 15.2521 percentage interest
(hereinafter, simply the "Property") as Tenant in Common in the
Entire Property.
3. Purchase Price . The purchase price for this percentage
interest in the Entire Property is $250,000 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 $5,000
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,
$245,000 (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 December 1,
1997.
6. Due Diligence. Buyer will have until the expiration of the
fifth business day (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
Entire Property or persons caused by Buyer or its agents arising
out of such physical inspections of the Entire Property.
(a) The original and one copy of a title insurance
commitment for an Owner's Title insurance policy (see
paragraph 8 below).
(b) Copies of a Certificate of Occupancy or other such
document certifying completion and granting permission to
permanently occupy the improvements on the Entire Property
as are in Seller's possession.
(c) Copies of an "as built" survey of the Entire Property
done concurrent with Seller's acquisition of the Property.
(d) Lease (as further set forth in paragraph 11(a) below) of
the Entire Property showing occupancy date, lease expiration
date, rent, and Guarantys, if any, accompanied by such
tenant financial statements as may have been provided most
recently to Seller by the Tenant and/or Guarantors.
Buyer Initieal: s/ DEE
Purchase Agreement for Applebee's - Middletown, OH
It is a contingency upon Seller's obligations hereunder that
two (2) copies of Co-Tenancy Agreement in the form attached
hereto duly executed by Buyer and Seller and dated on escrow
closing date be delivered to the Seller on the closing date.
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 sections 15(a) 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 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 definded in paragraph 11 below;
and other items of record 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 shall be returned and
this Agreement shall be null and void and of no further force and
effect.
Pending correction of title, the payments hereunder required
shall be postponed, but upon correction of title and within ten
(10) days after written notice of correction to the Buyer, the
parties shall perform this Agreement according to its terms.
Buyer Initieal: s/ DEE
Purchase Agreement for Applebee's - Middletown, OH
9. Closing Costs. Seller will pay one-half of escrow fees,
the cost of the title commitment and any brokerage commissions
payable. The Buyer will pay the cost of issuing a Standard
Owners Title Insurance Policy in the full amount of the purchase
price, if Buyer shall decide to purchase the same. Buyer will
pay all recording fees, 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 Entire Property (of which the Property is a
part) 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 represents that to the best of its knowledge, 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 and Seller
in proportion to their respective Tenant in Common
interests, 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.
Seller and 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 Entire Property.
(b) All income and all operating expenses from the Entire
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 its proportionate share of all income
earned and shall be responsible for its proportionate share
of all operating expenses of the Entire 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 in existence between AEI Net Lease
Income & Growth Fund XX Limited Partnership and Thomas & King,
Inc. dated July 15, 1994, Seller is not aware of any leases of
the Property. The above referenced lease agreement has an option
to purchase in favor of the Tenant as set forth in Article 34 of
said lease agreement.
(ii) It is not aware of any pending litigation or
condemnation proceedings against the Property or Seller's
interest in the Property.
(iii) Except as previously disclosed to Buyer and as set
forth 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.
However, Buyer acknowledges that Seller retains the right
both prior to and after the Closing Date to freely transfer
all or a portion of Seller's remaining undivided interest in
the Entire Property, provided such sale shall not encumber
the Property being purchased by Buyer in violation of the
terms hereof or the contemplated Co-Tenancy Agreement.
Buyer Initieal: s/ DEE
Purchase Agreement for Applebee's - Middletown, OH
12. Disclosures.
(a) To the best of Seller's knowledge: there are now, and
at the Closing there will be, no material, physical or
mechanical defects of the Property, including, without
limitation, the plumbing, heating, air conditioning,
ventilating, electrical systems, and 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.
(b) To the best of Seller's knowledge: the use and
operation of the Property now is, and at the time of Closing
will be, 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.
(c) Seller knows of no facts nor has Seller failed to
disclose to Buyer any fact known to Seller which would
prevent Buyer 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.
(d) To the best of Seller's knowledge: the Property is not,
and as of the Closing will not 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. 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.
(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, 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 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. 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, Seller
makes no Warranty or representation, Express or Implied, or
arising by operation of law, including, but not limited to,
any warranty or condition, habitability, tenantability,
suitability for commercial purposes, merchantability, or
fitness for a particular purpose, in respect of the
Property.
The provisions (d) - (f) above shall survive closing.
Buyer Initieal: s/ DEE
Purchase Agreement for Applebee's - Middletown, OH
13. Closing.
(a) Before the closing date, Seller will deposit into
escrow an executed limited warranty deed conveying insurable
title of the Property to Buyer, subject to the encumbrances
contained in paragraph 8 above.
(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 sign and
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.
(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
Buyer Initieal: s/ DEE
Purchase Agreement for Applebee's - Middletown, OH
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
should 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 Entire 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 Entire 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
Entire Property, subject to rights of any Tenant of the
Entire 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 Entire Property, subject to rights of any
Tenant of the Entire 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
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 Chicago Deferred Exchange
who will act as Accommodator to perfect the 1031 exchange by
preparing an agreement of exchange of Real Property whereby
Chicago Deferred Exchange 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
Buyer Initieal: s/ DEE
Purchase Agreement for Applebee's - Middletown, OH
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 Chicago Deferred
Exchange, 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 December 1, 1997,
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.
If to Seller:
Attention: Robert P. Johnson
AEI Net Lease Income & Growth Fund XX Limited Partnership
1300 Minnesota World Trade Center
30 E. 7th Street
St. Paul, MN 55101
Buyer Initieal: s/ DEE
Purchase Agreement for Applebee's - Middletown, OH
If to Buyer:
David and Mary Joan Edsall
84 N. Audubon Road
Indianapolis, IN 46219
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.
IN WITNESS WHEREOF, the Seller and Buyer have executed this
Agreement effective as of the day and year above first written.
BUYER: DAVID E. EDSALL TRUST, DATED 5-25-95
By: /s/ David E Edsall, Trustee
David E. Edsall, Trustee
WITNESS:
/s/ Thomas E Crawford
Thomas E Crawford
(Print Name)
WITNESS:
/s/ Reginald O Hill
Reginald O Hill
(Print Name)
MARY JOAN EDSALL TRUST, DATED 5-25-95
By: /s/ Mary Joan Edsall Trustee
Mary Joan Edsall, Trustee
WITNESS:
/s/ Thomas E Crawford
Thomas E Crawford
(Print Name)
WITNESS:
/s/ Reginald O Hill
Reginald O Hill
(Print Name)
Buyer Initieal: s/ DEE
Purchase Agreement for Applebee's - Middletown, OH
SELLER: AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
a Minnesota limited partnership
By: AEI Fund Management XX Inc., its corporate general partner
By:/s/ Robert P Johnson
Robert P. Johnson, President
WITNESS:
/s/ Laura M Steidl
Laura M Steidl
(Print Name)
WITNESS:
/s/ Dawn E Campbell
Dawn E Campbell
(Print Name)
Buyer Initieal: s/ DEE
Purchase Agreement for Applebee's - Middletown, OH
EXHIBIT "A"
Situated in the State of Ohio, County of Warren, City of
Middletown, Section 3, Town 2 East, Range 4 North, Franklin
Township:
Being Lot Number Five (5) of MIDDLETOWN CROSSING, as the
same is numbered and delineated upon the recorded plat
thereof, of record in Plat Book 27, pages 15 and 16,
Recorder's Office, Warren County, Ohio.
Subject to all covenants, conditions, restrictions and
easements of record.
PURCHASE AGREEMENT
Applebee's Restaurant - Middletown, OH
This AGREEMENT, entered into effective as of the 24th of
November, 1997 .
l. Parties. Seller is AEI Net Lease Income & Growth Fund XX
Limited Partnership which presently owns an undivided 66.1403%
interest in the fee title to that certain real property legally
described in the attached Exhibit "A" (the "Entire Property").
Buyer is James Edward Amend ("Buyer"). Seller wishes to sell and
Buyer wishes to buy a portion as Tenant in Common of Seller's
interest in the Entire Property.
2. Property. The Property to be sold to Buyer in this transaction
consists of an undivided 15.0691 percentage interest
(hereinafter, simply the "Property") as Tenant in Common in the
Entire Property.
3. Purchase Price . The purchase price for this percentage
interest in the Entire Property is $247,000 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 $5,000
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,
$242,000 (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 December 15,
1997.
6. Due Diligence. Buyer will have until the expiration of the
fifth business day (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
Entire Property or persons caused by Buyer or its agents arising
out of such physical inspections of the Entire Property.
(a) The original and one copy of a title insurance
commitment for an Owner's Title insurance policy (see
paragraph 8 below).
(b) Copies of a Certificate of Occupancy or other such
document certifying completion and granting permission to
permanently occupy the improvements on the Entire Property
as are in Seller's possession.
(c) Copies of an "as built" survey of the Entire Property
done concurrent with Seller's acquisition of the Property.
(d) Lease (as further set forth in paragraph 11(a) below) of
the Entire Property showing occupancy date, lease expiration
date, rent, and Guarantys, 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/ JEA
Purchase Agreement for Applebee's - Middletown, OH
It is a contingency upon Seller's obligations hereunder that
two (2) copies of Co-Tenancy Agreement in the form attached
hereto duly executed by Buyer and Seller and dated on escrow
closing date be delivered to the Seller on the closing date.
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 sections 15(a) 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 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 definded in paragraph 11 below;
and other items of record 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 shall be returned and
this Agreement shall be null and void and of no further force and
effect.
Pending correction of title, the payments hereunder required
shall be postponed, but upon correction of title and within ten
(10) days after written notice of correction to the Buyer, the
parties shall perform this Agreement according to its terms.
Buyer Initial: /s/ JEA
Purchase Agreement for Applebee's - Middletown, OH
9. Closing Costs. Seller will pay one-half of escrow fees,
the cost of the title commitment and any brokerage commissions
payable. The Buyer will pay the cost of issuing a Standard
Owners Title Insurance Policy in the full amount of the purchase
price, if Buyer shall decide to purchase the same. Buyer will
pay all recording fees, 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 Entire Property (of which the Property is a
part) 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 represents that to the best of its knowledge, 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 and Seller
in proportion to their respective Tenant in Common
interests, 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.
Seller and 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 Entire Property.
(b) All income and all operating expenses from the Entire
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 its proportionate share of all income
earned and shall be responsible for its proportionate share
of all operating expenses of the Entire 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 in existence between AEI Net Lease
Income & Growth Fund XX Limited Partnership and Thomas & King,
Inc. dated July 15, 1994, Seller is not aware of any leases of
the Property. The above referenced lease agreement has an option
to purchase in favor of the Tenant as set forth in Article 34 of
said lease agreement.
(ii) It is not aware of any pending litigation or
condemnation proceedings against the Property or Seller's
interest in the Property.
(iii) Except as previously disclosed to Buyer and as set
forth 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.
However, Buyer acknowledges that Seller retains the right
both prior to and after the Closing Date to freely transfer
all or a portion of Seller's remaining undivided interest in
the Entire Property, provided such sale shall not encumber
the Property being purchased by Buyer in violation of the
terms hereof or the contemplated Co-Tenancy Agreement.
Buyer Initial: /s/ JEA
Purchase Agreement for Applebee's - Middletown, OH
12. Disclosures.
(a) To the best of Seller's knowledge: there are now, and
at the Closing there will be, no material, physical or
mechanical defects of the Property, including, without
limitation, the plumbing, heating, air conditioning,
ventilating, electrical systems, and 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.
(b) To the best of Seller's knowledge: the use and
operation of the Property now is, and at the time of Closing
will be, 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.
(c) Seller knows of no facts nor has Seller failed to
disclose to Buyer any fact known to Seller which would
prevent Buyer 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.
(d) To the best of Seller's knowledge: the Property is not,
and as of the Closing will not 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. 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.
(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, 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 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. 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, Seller
makes no Warranty or representation, Express or Implied, or
arising by operation of law, including, but not limited to,
any warranty or condition, habitability, tenantability,
suitability for commercial purposes, merchantability, or
fitness for a particular purpose, in respect of the
Property.
The provisions (d) - (f) above shall survive closing.
Buyer Initial: /s/ JEA
Purchase Agreement for Applebee's - Middletown, OH
13. Closing.
(a) Before the closing date, Seller will deposit into
escrow an executed limited warranty deed conveying insurable
title of the Property to Buyer, subject to the encumbrances
contained in paragraph 8 above.
(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 sign and
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.
(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
Buyer Initial: /s/ JEA
Purchase Agreement for Applebee's - Middletown, OH
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
should 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 Entire 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 Entire 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
Entire Property, subject to rights of any Tenant of the
Entire 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 Entire Property, subject to rights of any
Tenant of the Entire 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
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 Boatmans Bank who will act
as Accommodator to perfect the 1031 exchange by preparing an
agreement of exchange of Real Property whereby Boatmans Bank 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
Buyer Initial: /s/ JEA
Purchase Agreement for Applebee's - Middletown, OH
holds Seller harmless from any claims and/or actions resulting
from said exchange. Pursuant to the direction of Boatmans Bank,
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 December 15, 1997,
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.
If to Seller:
Attention: Robert P. Johnson
AEI Net Lease Income & Growth Fund XX Limited Partnership
1300 Minnesota World Trade Center
30 E. 7th Street
St. Paul, MN 55101
Buyer Initial: /s/ JEA
Purchase Agreement for Applebee's - Middletown, OH
If to Buyer:
James Edward Amend
PO Box 261
Amarillo, TX 79105
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.
IN WITNESS WHEREOF, the Seller and Buyer have executed this
Agreement effective as of the day and year above first written.
BUYER: JAMES EDWARD AMEND
By:/s/ James Edward Amend
James Edward Amend
WITNESS:
/s/ Letha Anderson
Letha Anderson
(Print Name)
WITNESS:
/s/ Dorothy Ann Kinney
Dorothy Ann Kinney
(Print Name)
Buyer Initial: /s/ JEA
Purchase Agreement for Applebee's - Middletown, OH
SELLER: AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
a Minnesota limited partnership
By: AEI Fund Management XX Inc., its corporate general partner
By:/s/ Robert P Johnson
Robert P. Johnson, President
WITNESS:
/s/ Laura M Steidl
Laura M Steidl
(Print Name)
WITNESS:
/s/ Dawn E Campbell
Dawn E Campbell
(Print Name)
Buyer Initial: /s/ JEA
Purchase Agreement for Applebee's - Middletown, OH
EXHIBIT "A"
Situated in the State of Ohio, County of Warren, City of
Middletown, Section 3, Town 2 East, Range 4 North, Franklin
Township:
Being Lot Number Five (5) of MIDDLETOWN CROSSING, as the
same is numbered and delineated upon the recorded plat
thereof, of record in Plat Book 27, pages 15 and 16,
Recorder's Office, Warren County, Ohio.
Subject to all covenants, conditions, restrictions and
easements of record.
PROPERTY CO-TENANCY
OWNERSHIP AGREEMENT
(Applebee's Restaurant - Middletown, OH)
THIS CO-TENANCY AGREEMENT,
Made and entered into as of the 1st day of December, 1997, by and
between David E. Edsall, Trustee of the David E. Edsall Trust,
dated 5-25-95, and Mary Joan Edsall, Trustee of the Mary Joan
Edsall Trust, dated 5-25-95, as Tenants in Common (hereinafter
called "Edsall"), and AEI Net Lease Income & Growth Fund XX
Limited Partnership (hereinafter called "Fund XX") (Edsall, Fund
XX (and any other Owner in Fee where the context so indicates)
being hereinafter sometimes collectively called "Co-Tenants" and
referred to in the neuter gender).
WITNESSETH:
WHEREAS, Fund XX presently owns an undivided 50.8882% interest in
and to, and Edsall presently owns an undivided 15.2521% interest
in and to, and Nick DeVito, Inc. presently owns an undivided
18.6076% interest in and to, and Richard and Marjory Abbott
presently own an undivided 15.2521% interest in and to the land,
situated in the City of Middletown, County of Warren, and State
of OH, (legally described upon Exhibit A attached hereto and
hereby made a part hereof) and in and to the improvements located
thereon (hereinafter called "Premises");
WHEREAS, The parties hereto wish to provide for the orderly
operation and management of the Premises and Edsall's interest by
Fund XX; the continued leasing of space within the Premises; for
the distribution of income from and the pro-rata sharing in
expenses of the Premises.
NOW THEREFORE, in consideration of the purchase by Edsall of an
undivided interest in and to the Premises, for at least One
Dollar ($1.00) and other good and valuable consideration by the
parties hereto to one another in hand paid, the receipt and
sufficiency of which are hereby acknowledged, and of the mutual
covenants and agreements herein contained, it is hereby agreed by
and between the parties hereto, as follows:
1. The operation and management of the Premises shall be
delegated to Fund XX, or its designated agent, successors or
assigns. Provided, however, if Fund XX shall sell all of its
interest in the Premises, the duties and obligations of Fund XX
respecting management of the Premises as set forth herein,
including but not limited to paragraphs 2, 3, and 4 hereof, shall
be exercised by the holder or holders of a majority undivided co-
tenancy interest in the Premises. Except as hereinafter expressly
provided to the contrary, each of the parties hereto agrees to be
bound by the decisions of Fund XX with respect to all
administrative, operational and management matters of the
property comprising the Premises, including but not limited to
the management of the net lease agreement for the Premises. The
parties hereto hereby designate Fund XX as their sole and
exclusive agent to deal with, and Fund XX retains the sole right
to deal with, any property agent or tenant and to monitor,
execute and enforce the terms of leases of space within the
Premises, including but not limited to any amendments, consents
to assignment, sublet, releases or modifications to leases or
guarantees of lease or easements affecting the Premises, on
behalf of Edsall. As long as Fund XX owns an interest in the
Premises, only Fund XX may obligate Edsall with respect to any
expense for the Premises.
As further set forth in paragraph 2 hereof, Fund XX agrees to
require any lessee of the Premises to name Edsall as an insured
or additional insured in all insurance policies provided for, or
contemplated by, any lease on the Premises. Fund XX shall use its
best efforts to obtain endorsements adding Co-Tenants to said
policies from lessee within 30 days of commencement of this
Co-Tenant Initial: /s/ DEE /s/ MJE
Co-Tenancy Agreement for Applebee's Middletown, OH
agreement. In any event, Fund XX shall distribute any insurance
proceeds it may receive, to the extent consistent with any lease
on the Premises, to the Co-Tenants in proportion to their
respective ownership of the Premises.
2. Income and expenses shall be allocated among the Co-Tenants
in proportion to their respective share(s) of ownership. Shares
of net income shall be pro-rated for any partial calendar years
included within the term of this Agreement. Fund XX may offset
against, pay to itself and deduct from any payment due to Edsall
under this Agreement, and may pay to itself the amount of
Edsall's share of any legitimate expenses of the Premises which
are not paid by Edsall to Fund XX or its assigns, within ten (10)
days after demand by Fund XX. In the event there is insufficient
operating income from which to deduct Edsall's unpaid share of
operating expenses, Fund XX may pursue any and all legal remedies
for collection.
Operating Expenses shall include all normal operating expense,
including but not limited to: maintenance, utilities, supplies,
labor, management, advertising and promotional expenses, salaries
and wages of rental and management personnel, leasing commissions
to third parties, a monthly accrual to pay insurance premiums,
real estate taxes, installments of special assessments and for
structural repairs and replacements, management fees, legal fees
and accounting fees, but excluding all operating expenses paid by
Tenant under terms of any lease agreement of the Premises.
Edsall has no requirement to, but has, nonetheless elected to
retain, and agrees to annually reimburse, Fund XX in the amount
of $744 for the expenses, direct and indirect, incurred by Fund
XX in providing Edsall with quarterly accounting and
distributions of Edsall's share of net income and for tracking,
reporting and assessing the calculation of Edsall's share of
operating expenses incurred from the Premises. This invoice
amount shall be pro-rated for partial years and Edsall authorizes
Fund XX to deduct such amount from Edsall's share of revenue from
the Premises. Edsall may terminate this agreement in this
paragraph respecting accounting and distributions at any time and
attempt to collect its share of rental income directly from the
tenant; however, enforcement of all other provisions of the lease
remains the sole right of Fund XX pursuant to Section 1 hereof.
Fund XX may terminate its obligation under this paragraph upon 30
days notice to Edsall prior to the end of each anniversary
hereof, unless agreed in writing to the contrary.
3. Full, accurate and complete books of account shall be kept
in accordance with generally accepted accounting principles at
Fund XX's principal office, and each Co-Tenant shall have access
to such books and may inspect and copy any part thereof during
normal business hours. Within ninety (90) days after the end of
each calendar year during the term hereof, Fund XX shall prepare
an accurate income statement for the ownership of the Premises
for said calendar year and shall furnish copies of the same to
all Co-Tenants. Quarterly, as its share, Edsall shall be entitled
to receive 15.2521% of all items of income and expense generated
by the Premises. Upon receipt of said accounting, if the
payments received by each Co-Tenant pursuant to this Paragraph 3
do not equal, in the aggregate, the amounts which each are
entitled to receive proportional to its share of ownership with
respect to said calendar year pursuant to Paragraph 2 hereof, an
appropriate adjustment shall be made so that each Co-Tenant
receives the amount to which it is entitled.
4. If Net Income from the Premises is less than $0.00 (i.e.,
the Premises operates at a loss), or if capital improvements,
repairs, and/or replacements, for which adequate reserves do not
exist, need to be made to the Premises, the Co-Tenants, upon
receipt of a written request therefor from Fund XX, shall, within
fifteen (15) business days after receipt of notice, make payment
to Fund XX sufficient to pay said net operating losses and to
provide necessary operating capital for the premises and to pay
for said capital improvements, repairs and/or replacements, all
in proportion to their undivided interests in and to the
Premises.
Co-Tenant Initial: /s/ DEE /s/ MJE
Co-Tenancy Agreement for Applebee's Middletown, OH
5. Co-Tenants may, at any time, sell, finance, or otherwise
create a lien upon their interest in the Premises but only upon
their interest and not upon any part of the interest held, or
owned, by any other Co-Tenant. All Co-Tenants reserve the right
to escrow proceeds from a sale of their interests in the Premises
to obtain tax deferral by the purchase of replacement property.
6. If any Co-Tenant shall be in default with respect to any of
its obligations hereunder, and if said default is not corrected
within thirty (30) days after receipt by said defaulting Co-
Tenant of written notice of said default, or within a reasonable
period if said default does not consist solely of a failure to
pay money, the remaining Co-Tenant(s) may resort to any available
remedy to cure said default at law, in equity, or by statute.
7. This property management agreement shall continue in full
force and effect and shall bind and inure to the benefit of the
Co-Tenant and their respective heirs, executors, administrators,
personal representatives, successors and permitted assigns until
July 14, 2029 or upon the sale of the entire Premises in
accordance with the terms hereof and proper disbursement of the
proceeds thereof, whichever shall first occur. Unless
specifically identified as a personal contract right or
obligation herein, this agreement shall run with any interest in
the Property and with the title thereto. Once any person, party
or entity has ceased to have an interest in fee in any portion of
the Entire Property, it shall not be bound by, subject to or
benefit from the terms hereof; but its heirs, executors,
administrators, personal representatives, successors or assigns,
as the case may be, shall be substituted for it hereunder. Edsall
agrees to notify Fund XX upon the appointment of any successor
trustee, or any amendment of the Edsall Trust affecting the
powers of the Trustees to manage or dispose of the Edsall Trust's
interest in the Premises.
8. Any notice or election required or permitted to be given or
served by any party hereto to, or upon any other, shall be deemed
given or served in accordance with the provisions of this
Agreement, if said notice or elections addressed as follows;
If to Fund XX:
AEI Net Lease Income & Growth Fund XX Limited Partnership
1300 Minnesota World Trade Center
30 E. Seventh Street
St. Paul, Minnesota 55101
If to Edsall:
David E. and Mary Joan Edsall
84 N. Audubon Road
Indianapolis, IN 46219
If to DeVito:
Vito DeVito Francesco
P.O. Box 591
Ontario, CA 91762
If to Abbott:
Richard Abbott
Marjory Abbott
524 Roslyn
East Williston, NY 11596
Co-Tenant Initial: /s/ DEE /s/ MJE
Co-Tenancy Agreement for Applebee's Middletown, OH
Each mailed notice or election shall be deemed to have been given
to, or served upon, the party to which addressed on the date the
same is deposited in the United States certified mail, return
receipt requested, postage prepaid, or given to a nationally
recognized courier service guaranteeing overnight delivery as
properly addressed in the manner above provided. Any party hereto
may change its address for the service of notice hereunder by
delivering written notice of said change to the other parties
hereunder, in the manner above specified, at least ten (10) days
prior to the effective date of said change.
9. This Agreement shall not create any partnership or joint
venture among or between the Co-Tenants or any of them, and the
only relationship among and between the Co-Tenants hereunder
shall be that of owners of the premises as tenants in common
subject to the terms hereof.
10. The unenforceability or invalidity of any provision or
provisions of this Agreement as to any person or circumstances
shall not render that provision, nor any other provision hereof,
unenforceable or invalid as to any other person or circumstances,
and all provisions hereof, in all other respects, shall remain
valid and enforceable.
11. In the event any litigation arises between the parties
hereto relating to this Agreement, or any of the provisions
hereof, the party prevailing in such action shall be entitled to
receive from the losing party, in addition to all other relief,
remedies and damages to which it is otherwise entitled, all
reasonable costs and expenses, including reasonable attorneys'
fees, incurred by the prevailing party in connection with said
litigation.
The remainder of this page intentionally left blank
Co-Tenant Initial: /s/ DEE /s/ MJE
Co-Tenancy Agreement for Applebee's Middletown, OH
IN WITNESS WHEREOF, The parties hereto have caused this Agreement
to be executed and delivered, as of the day and year first above
written.
Edsall DAVID E. EDSALL TRUST, dated 5-25-95 and the JOAN MARY EDSALL
TRUST, dtd 5-25-95
By: /s/ David E Edsall
David E. Edsall, Trustee
WITNESS:
/s/ Tohmas E Crawfor
Thomas E Crawford
(Print Name)
WITNESS:
/s/ Reginald O Hill
Reginald O Hill
(Print Name)
STATE OF INDIANA)
)ss
COUNTY OF MARION)
The foregoing instrument was acknowledged before me, a
Notary Public in and for the County and State aforesaid,
this 24th day of November,1997, by Robin M Edington,
Notary Public.
/s/ Robin M Edington
Edsall MARY JOAN EDSALL TRUST, DATED 5-25-95
By:/s/ Mary Joan Edsall
Mary Joan Edsall, Trustee
WITNESS:
/s/ Thomas E Crawford
Thomas E Crawford
(Print Name)
WITNESS:
Reginald O Hill
(Print Name)
STATE OF INDIANA)
) ss
COUNTY OF MARION)
The foregoing instrument was acknowledged before me, a
Notary Public in and for the County and State aforesaid,
this 24th day of November,1997, by Robin M Edington,
Notary Public.
/s/ Robin M Edington
Co-Tenant Initial: /s/ EDD MJE
Co-Tenancy Agreement for Applebee's, Middletown, OH
Fund XX AEI Net Lease Income & Growth Fund XX Limited Partnership
By: AEI Fund Management XX, Inc., its corporate general partner
By:/s/ Robert P Johnson
Robert P. Johnson, President
WITNESS:
/s/ Debra L Achman
Debra L Achman
(Print Name)
WITNESS:
/s/ Keith W Dennler
Keith W Dennler
(Print Name)
State of Minnesota )
) ss.
County of Ramsey )
I, a Notary Public in and for the state and county of aforesaid,
hereby certify there appeared before me this 1st day of December,
1997, Robert P. Johnson, President of AEI Fund Management XX,
Inc., corporate general partner of AEI Net Lease Income & Growth
Fund XX Limited Partnership who executed the foregoing instrument
in said capacity and on behalf of the corporation in its capacity
as corporate general partner, on behalf of said limited
partnership.
/s/ Laura M Steidl
Notary Public
[notary seal]
Co-Tenant Initial: /s/ EDD MJE
Co-Tenancy Agreement for Applebee's, Middletown, OH
EXHIBIT "A"
Situated in the State of Ohio, County of Warren, City of
Middletown, Section 3, Town 2 East, Range 4 North, Franklin
Township:
Being Lot Number Five (5) of MIDDLETOWN CROSSING, as the
same is numbered and delineated upon the recorded plat
thereof, of record in Plat Book 27, pages 15 and 16,
Recorder's Office, Warren County, Ohio.
Subject to all covenants, conditions, restrictions and
easements of record.
PURCHASE AGREEMENT
Applebee's Restaurant - Middletown, OH
This AGREEMENT, entered into effective as of the 1st of December,
1997 .
l. Parties. Seller is AEI Net Lease Income & Growth Fund XX
Limited Partnership which presently owns an undivided 66.1403%
interest in the fee title to that certain real property legally
described in the attached Exhibit "A" (the "Entire Property").
Buyer is Joan Koller, trustee of the Joan Koller Trust, dated
11/6/95 ("Buyer"). Seller wishes to sell and Buyer wishes to buy
a portion as Tenant in Common of Seller's interest in the Entire
Property.
2. Property. The Property to be sold to Buyer in this transaction
consists of an undivided 14.6420 percentage interest
(hereinafter, simply the "Property") as Tenant in Common in the
Entire Property.
3. Purchase Price . The purchase price for this percentage
interest in the Entire Property is $240,000 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 $5,000
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,
$235,000 (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 December 16,
1997.
6. Due Diligence. Buyer will have until the expiration of the
fifth business day (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
Entire Property or persons caused by Buyer or its agents arising
out of such physical inspections of the Entire Property.
(a) The original and one copy of a title insurance
commitment for an Owner's Title insurance policy (see
paragraph 8 below).
(b) Copies of a Certificate of Occupancy or other such
document certifying completion and granting permission to
permanently occupy the improvements on the Entire Property
as are in Seller's possession.
(c) Copies of an "as built" survey of the Entire Property
done concurrent with Seller's acquisition of the Property.
(d) Lease (as further set forth in paragraph 11(a) below) of
the Entire Property showing occupancy date, lease expiration
date, rent, and Guarantys, 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/ JK
Purchase Agreement for Applebee's - Middletown, OH
It is a contingency upon Seller's obligations hereunder that
two (2) copies of Co-Tenancy Agreement in the form attached
hereto duly executed by Buyer and Seller and dated on escrow
closing date be delivered to the Seller on the closing date.
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 sections 15(a) 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 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 definded in paragraph 11 below;
and other items of record 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 shall be returned and
this Agreement shall be null and void and of no further force and
effect.
Pending correction of title, the payments hereunder required
shall be postponed, but upon correction of title and within ten
(10) days after written notice of correction to the Buyer, the
parties shall perform this Agreement according to its terms.
Buyer Initial: /s/ JK
Purchase Agreement for Applebee's - Middletown, OH
9. Closing Costs. Seller will pay one-half of escrow fees,
the cost of the title commitment and any brokerage commissions
payable. The Buyer will pay the cost of issuing a Standard
Owners Title Insurance Policy in the full amount of the purchase
price, if Buyer shall decide to purchase the same. Buyer will
pay all recording fees, 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 Entire Property (of which the Property is a
part) 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 represents that to the best of its knowledge, 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 and Seller
in proportion to their respective Tenant in Common
interests, 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.
Seller and 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 Entire Property.
(b) All income and all operating expenses from the Entire
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 its proportionate share of all income
earned and shall be responsible for its proportionate share
of all operating expenses of the Entire 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 in existence between AEI Net Lease
Income & Growth Fund XX Limited Partnership and Thomas & King,
Inc. dated July 15, 1994, Seller is not aware of any leases of
the Property. The above referenced lease agreement has an option
to purchase in favor of the Tenant as set forth in Article 34 of
said lease agreement.
(ii) It is not aware of any pending litigation or
condemnation proceedings against the Property or Seller's
interest in the Property.
(iii) Except as previously disclosed to Buyer and as set
forth 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.
However, Buyer acknowledges that Seller retains the right
both prior to and after the Closing Date to freely transfer
all or a portion of Seller's remaining undivided interest in
the Entire Property, provided such sale shall not encumber
the Property being purchased by Buyer in violation of the
terms hereof or the contemplated Co-Tenancy Agreement.
Buyer Initial: /s/ JK
Purchase Agreement for Applebee's - Middletown, OH
12. Disclosures.
(a) To the best of Seller's knowledge: there are now, and
at the Closing there will be, no material, physical or
mechanical defects of the Property, including, without
limitation, the plumbing, heating, air conditioning,
ventilating, electrical systems, and 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.
(b) To the best of Seller's knowledge: the use and
operation of the Property now is, and at the time of Closing
will be, 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.
(c) Seller knows of no facts nor has Seller failed to
disclose to Buyer any fact known to Seller which would
prevent Buyer 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.
(d) To the best of Seller's knowledge: the Property is not,
and as of the Closing will not 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. 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.
(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, 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 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. 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, Seller
makes no Warranty or representation, Express or Implied, or
arising by operation of law, including, but not limited to,
any warranty or condition, habitability, tenantability,
suitability for commercial purposes, merchantability, or
fitness for a particular purpose, in respect of the
Property.
The provisions (d) - (f) above shall survive closing.
Buyer Initial: /s/ JK
Purchase Agreement for Applebee's - Middletown, OH
13. Closing.
(a) Before the closing date, Seller will deposit into
escrow an executed limited warranty deed conveying insurable
title of the Property to Buyer, subject to the encumbrances
contained in paragraph 8 above.
(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 sign and
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.
(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
Buyer Initial: /s/ JK
Purchase Agreement for Applebee's - Middletown, OH
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
should 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 Entire 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 Entire 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
Entire Property, subject to rights of any Tenant of the
Entire 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 Entire Property, subject to rights of any
Tenant of the Entire 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 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
it has sought and obtained such third party advice and counsel as
it deems necessary in regards to the tax implications of this
transaction.
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
Buyer Initial: /s/ JK
Purchase Agreement for Applebee's - Middletown, OH
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 December 16, 1997,
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.
If to Seller:
Attention: Robert P. Johnson
AEI Net Lease Income & Growth Fund XX Limited Partnership
1300 Minnesota World Trade Center
30 E. 7th Street
St. Paul, MN 55101
If to Buyer:
Joan Koller, trustee
16001 Ballantine Lane
Huntington Beach, CA 92647
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.
Buyer Initial: /s/ JK
Purchase Agreement for Applebee's - Middletown, OH
IN WITNESS WHEREOF, the Seller and Buyer have executed this
Agreement effective as of the day and year above first written.
BUYER: JOAN KOLLER, trustee of THE JOAN KOLLER TRUST, dated
By: /s/ Joan Koller, Trustee
Joan Koller, Trustee
WITNESS:
/s/ Michael B Silverberg
Michael B Silverberg
(Print Name)
WITNESS:
/s/ Herlinda Gallego
Herlinda Gallego
(Print Name)
Buyer Initial: /s/ JK
Purchase Agreement for Applebee's - Middletown, OH
SELLER: AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
a Minnesota limited partnership
By: AEI Fund Management XX Inc., its corporate general partner
By:/s/ Robert P Johnson
Robert P. Johnson, President
WITNESS:
/s/ Laura M Steidl
Laura M Steidl
(Print Name)
WITNESS:
/s/ Kelly Kae Schuller
Kelly Kae Schuller
(Print Name)
Buyer Initial: /s/ JK
Purchase Agreement for Applebee's - Middletown, OH
EXHIBIT "A"
Situated in the State of Ohio, County of Warren, City of
Middletown, Section 3, Town 2 East, Range 4 North, Franklin
Township:
Being Lot Number Five (5) of MIDDLETOWN CROSSING, as the
same is numbered and delineated upon the recorded plat
thereof, of record in Plat Book 27, pages 15 and 16,
Recorder's Office, Warren County, Ohio.
Subject to all covenants, conditions, restrictions and
easements of record.
PROPERTY CO-TENANCY
OWNERSHIP AGREEMENT
(Applebee's Restaurant - Middletown, OH)
THIS CO-TENANCY AGREEMENT,
Made and entered into as of the 16th day of December, 1997, by
and between James Edward Amend (hereinafter called "Amend"), and
AEI Net Lease Income & Growth Fund XX Limited Partnership
(hereinafter called "Fund XX") (Amend, Fund XX (and any other
Owner in Fee where the context so indicates) being hereinafter
sometimes collectively called "Co-Tenants" and referred to in the
neuter gender).
WITNESSETH:
WHEREAS, Fund XX presently owns an undivided 35.8191% interest in
and to, and Amend presently owns an undivided 15.0691% interest
in and to, and David E. and Mary Joan Edsall presently owns an
undivided 15.2521% interest in and to, and Nick DeVito, Inc.
presently owns an undivided 18.6076% interest in and to, and
Richard and Marjory Abbott presently own an undivided 15.2521%
interest in and to the land, situated in the City of Middletown,
County of Warren, and State of OH, (legally described upon
Exhibit A attached hereto and hereby made a part hereof) and in
and to the improvements located thereon (hereinafter called
"Premises");
WHEREAS, The parties hereto wish to provide for the orderly
operation and management of the Premises and Amend's interest by
Fund XX; the continued leasing of space within the Premises; for
the distribution of income from and the pro-rata sharing in
expenses of the Premises.
NOW THEREFORE, in consideration of the purchase by Amend of an
undivided interest in and to the Premises, for at least One
Dollar ($1.00) and other good and valuable consideration by the
parties hereto to one another in hand paid, the receipt and
sufficiency of which are hereby acknowledged, and of the mutual
covenants and agreements herein contained, it is hereby agreed by
and between the parties hereto, as follows:
1. The operation and management of the Premises shall be
delegated to Fund XX, or its designated agent, successors or
assigns. Provided, however, if Fund XX shall sell all of its
interest in the Premises, the duties and obligations of Fund XX
respecting management of the Premises as set forth herein,
including but not limited to paragraphs 2, 3, and 4 hereof, shall
be exercised by the holder or holders of a majority undivided co-
tenancy interest in the Premises. Except as hereinafter expressly
provided to the contrary, each of the parties hereto agrees to be
bound by the decisions of Fund XX with respect to all
administrative, operational and management matters of the
property comprising the Premises, including but not limited to
the management of the net lease agreement for the Premises. The
parties hereto hereby designate Fund XX as their sole and
exclusive agent to deal with, and Fund XX retains the sole right
to deal with, any property agent or tenant and to monitor,
execute and enforce the terms of leases of space within the
Premises, including but not limited to any amendments, consents
to assignment, sublet, releases or modifications to leases or
guarantees of lease or easements affecting the Premises, on
behalf of Amend. As long as Fund XX owns an interest in the
Premises, only Fund XX may obligate Amend with respect to any
expense for the Premises.
As further set forth in paragraph 2 hereof, Fund XX agrees to
require any lessee of the Premises to name Amend as an insured or
additional insured in all insurance policies provided for, or
contemplated by, any lease on the Premises. Fund XX shall use its
best efforts to obtain endorsements adding Co-Tenants to said
policies from lessee within 30 days of commencement of this
Co-Tenant Initial: /s/ JEA
Co-Tenancy Agreement for Applebee's, Middletown, OH
agreement. In any event, Fund XX shall distribute any insurance
proceeds it may receive, to the extent consistent with any lease
on the Premises, to the Co-Tenants in proportion to their
respective ownership of the Premises.
2. Income and expenses shall be allocated among the Co-Tenants
in proportion to their respective share(s) of ownership. Shares
of net income shall be pro-rated for any partial calendar years
included within the term of this Agreement. Fund XX may offset
against, pay to itself and deduct from any payment due to Amend
under this Agreement, and may pay to itself the amount of Amend's
share of any legitimate expenses of the Premises which are not
paid by Amend to Fund XX or its assigns, within ten (10) days
after demand by Fund XX. In the event there is insufficient
operating income from which to deduct Amend's unpaid share of
operating expenses, Fund XX may pursue any and all legal remedies
for collection.
Operating Expenses shall include all normal operating expense,
including but not limited to: maintenance, utilities, supplies,
labor, management, advertising and promotional expenses, salaries
and wages of rental and management personnel, leasing commissions
to third parties, a monthly accrual to pay insurance premiums,
real estate taxes, installments of special assessments and for
structural repairs and replacements, management fees, legal fees
and accounting fees, but excluding all operating expenses paid by
Tenant under terms of any lease agreement of the Premises.
Amend has no requirement to, but has, nonetheless elected to
retain, and agrees to annually reimburse, Fund XX in the amount
of $735 for the expenses, direct and indirect, incurred by Fund
XX in providing Amend with quarterly accounting and distributions
of Amend's share of net income and for tracking, reporting and
assessing the calculation of Amend's share of operating expenses
incurred from the Premises. This invoice amount shall be pro-
rated for partial years and Amend authorizes Fund XX to deduct
such amount from Amend's share of revenue from the Premises.
Amend may terminate this agreement in this paragraph respecting
accounting and distributions at any time and attempt to collect
its share of rental income directly from the tenant; however,
enforcement of all other provisions of the lease remains the sole
right of Fund XX pursuant to Section 1 hereof. Fund XX may
terminate its obligation under this paragraph upon 30 days notice
to Amend prior to the end of each anniversary hereof, unless
agreed in writing to the contrary.
3. Full, accurate and complete books of account shall be kept
in accordance with generally accepted accounting principles at
Fund XX's principal office, and each Co-Tenant shall have access
to such books and may inspect and copy any part thereof during
normal business hours. Within ninety (90) days after the end of
each calendar year during the term hereof, Fund XX shall prepare
an accurate income statement for the ownership of the Premises
for said calendar year and shall furnish copies of the same to
all Co-Tenants. Quarterly, as its share, Amend shall be entitled
to receive 15.0691% of all items of income and expense generated
by the Premises. Upon receipt of said accounting, if the
payments received by each Co-Tenant pursuant to this Paragraph 3
do not equal, in the aggregate, the amounts which each are
entitled to receive proportional to its share of ownership with
respect to said calendar year pursuant to Paragraph 2 hereof, an
appropriate adjustment shall be made so that each Co-Tenant
receives the amount to which it is entitled.
4. If Net Income from the Premises is less than $0.00 (i.e.,
the Premises operates at a loss), or if capital improvements,
repairs, and/or replacements, for which adequate reserves do not
exist, need to be made to the Premises, the Co-Tenants, upon
receipt of a written request therefor from Fund XX, shall, within
fifteen (15) business days after receipt of notice, make payment
to Fund XX sufficient to pay said net operating losses and to
provide necessary operating capital for the premises and to pay
for said capital improvements, repairs and/or replacements, all
in proportion to their undivided interests in and to the
Premises.
Co-Tenant Initial: /s/ JEA
Co-Tenancy Agreement for Applebee's, Middletown, OH
5. Co-Tenants may, at any time, sell, finance, or otherwise
create a lien upon their interest in the Premises but only upon
their interest and not upon any part of the interest held, or
owned, by any other Co-Tenant. All Co-Tenants reserve the right
to escrow proceeds from a sale of their interests in the Premises
to obtain tax deferral by the purchase of replacement property.
6. If any Co-Tenant shall be in default with respect to any of
its obligations hereunder, and if said default is not corrected
within thirty (30) days after receipt by said defaulting Co-
Tenant of written notice of said default, or within a reasonable
period if said default does not consist solely of a failure to
pay money, the remaining Co-Tenant(s) may resort to any available
remedy to cure said default at law, in equity, or by statute.
7. This property management agreement shall continue in full
force and effect and shall bind and inure to the benefit of the
Co-Tenant and their respective heirs, executors, administrators,
personal representatives, successors and permitted assigns until
July 14, 2029 or upon the sale of the entire Premises in
accordance with the terms hereof and proper disbursement of the
proceeds thereof, whichever shall first occur. Unless
specifically identified as a personal contract right or
obligation herein, this agreement shall run with any interest in
the Property and with the title thereto. Once any person, party
or entity has ceased to have an interest in fee in any portion of
the Entire Property, it shall not be bound by, subject to or
benefit from the terms hereof; but its heirs, executors,
administrators, personal representatives, successors or assigns,
as the case may be, shall be substituted for it hereunder.
8. Any notice or election required or permitted to be given or
served by any party hereto to, or upon any other, shall be deemed
given or served in accordance with the provisions of this
Agreement, if said notice or elections addressed as follows;
If to Fund XX:
AEI Net Lease Income & Growth Fund XX Limited Partnership
1300 Minnesota World Trade Center
30 E. Seventh Street
St. Paul, Minnesota 55101
If to Amend:
James Edward Amend
PO Box 261
Amarillo, TX 79105
If to Edsall:
David E. and Mary Joan Edsall
84 N. Audubon Road
Indianapolis, IN 46219
If to DeVito:
Vito DeVito Francesco
P.O. Box 591
Ontario, CA 91762
Co-Tenant Initial: /s/ JEA
Co-Tenancy Agreement for Applebee's, Middletown, OH
If to Abbott:
Richard Abbott
Marjory Abbott
524 Roslyn
East Williston, NY 11596
Each mailed notice or election shall be deemed to have been given
to, or served upon, the party to which addressed on the date the
same is deposited in the United States certified mail, return
receipt requested, postage prepaid, or given to a nationally
recognized courier service guaranteeing overnight delivery as
properly addressed in the manner above provided. Any party hereto
may change its address for the service of notice hereunder by
delivering written notice of said change to the other parties
hereunder, in the manner above specified, at least ten (10) days
prior to the effective date of said change.
9. This Agreement shall not create any partnership or joint
venture among or between the Co-Tenants or any of them, and the
only relationship among and between the Co-Tenants hereunder
shall be that of owners of the premises as tenants in common
subject to the terms hereof.
10. The unenforceability or invalidity of any provision or
provisions of this Agreement as to any person or circumstances
shall not render that provision, nor any other provision hereof,
unenforceable or invalid as to any other person or circumstances,
and all provisions hereof, in all other respects, shall remain
valid and enforceable.
11. In the event any litigation arises between the parties
hereto relating to this Agreement, or any of the provisions
hereof, the party prevailing in such action shall be entitled to
receive from the losing party, in addition to all other relief,
remedies and damages to which it is otherwise entitled, all
reasonable costs and expenses, including reasonable attorneys'
fees, incurred by the prevailing party in connection with said
litigation.
The remainder of this page intentionally left blank
Co-Tenant Initial: /s/ JEA
Co-Tenancy Agreement for Applebee's, Middletown, OH
IN WITNESS WHEREOF, The parties hereto have caused this Agreement
to be executed and delivered, as of the day and year first above
written.
Amend JAMES EDWARD AMEND
By: /s/ James Edward Amend
James Edward Amend
WITNESS:
/s/ Faith Cheatheam
Faith Cheatheam
(Print Name)
WITNESS:
/s/ Dorothy Ann Kinney
Dorothy Ann Kinney
(Print Name)
STATE OF TEXAS)
) ss
COUNTY OF POTTER)
The foregoing instrument was acknowledged before me, a
Notary Public in and for the County and State aforesaid,
this 24 day of November,1997, by , Notary Public.
/s/ Glenys M Pettis
Notary Public, State of Texas
[notary seal]
Fund XX AEI Net Lease Income & Growth Fund XX Limited Partnership
By: AEI Fund Management XX, Inc., its corporate general partner
By:/s/ Robert P Johnson
Robert P. Johnson, President
WITNESS:
/s/ Laurie J Fredregill
Laurie J Fredregill
(Print Name)
WITNESS:
/s/ Debra L Achman
Debra L Achman
(Print Name)
State of Minnesota )
) ss.
County of Ramsey )
I, a Notary Public in and for the state and county of aforesaid,
hereby certify there appeared before me this 16th day of
December, 1997, Robert P. Johnson, President of AEI Fund
Management XX, Inc., corporate general partner of AEI Net Lease
Income & Growth Fund XX Limited Partnership who executed the
foregoing instrument in said capacity and on behalf of the
corporation in its capacity as corporate general partner, on
behalf of said limited partnership.
/s/ Laura M Steidl
Notary Public
[notary seal]
Co-Tenant Initial: /s/ JEA
Co-Tenancy Agreement for Applebee's, Middletown, OH
EXHIBIT "A"
Situated in the State of Ohio, County of Warren, City of
Middletown, Section 3, Town 2 East, Range 4 North, Franklin
Township:
Being Lot Number Five (5) of MIDDLETOWN CROSSING, as the
same is numbered and delineated upon the recorded plat
thereof, of record in Plat Book 27, pages 15 and 16,
Recorder's Office, Warren County, Ohio.
Subject to all covenants, conditions, restrictions and
easements of record.
PROPERTY CO-TENANCY
OWNERSHIP AGREEMENT
(Applebee's Restaurant - Middletown, OH)
THIS CO-TENANCY AGREEMENT,
Made and entered into as of the 16th day of December, 1997, by
and between Joan Koller, trustee of The Joan Koller Trust, dated
11/6/95 (hereinafter called "Koller"), and AEI Net Lease Income &
Growth Fund XX Limited Partnership (hereinafter called "Fund XX")
(Koller, Fund XX (and any other Owner in Fee where the context so
indicates) being hereinafter sometimes collectively called "Co-
Tenants" and referred to in the neuter gender).
WITNESSETH:
WHEREAS, Fund XX presently owns an undivided 21.1771% interest in
and to, and Koller presently owns an undivided 14.6420% interest
in and to, and James Edward Amend & Katherine Marie Amend
presently owns an undivided 15.0691% interest in and to, and
David E. Edsall, trustee of the David E. Edsall Trust and Mary
Joan Edsall, trustee of the Mary Joan Edsall Trust presently owns
an undivided 15.2521% interest in and to, and Nick DeVito, Inc.
presently owns an undivided 18.6076% interest in and to, and
Richard and Marjory Abbott presently own an undivided 15.2521%
interest in and to the land, situated in the City of Middletown,
County of Warren, and State of OH, (legally described upon
Exhibit A attached hereto and hereby made a part hereof) and in
and to the improvements located thereon (hereinafter called
"Premises");
WHEREAS, The parties hereto wish to provide for the orderly
operation and management of the Premises and Koller's interest by
Fund XX; the continued leasing of space within the Premises; for
the distribution of income from and the pro-rata sharing in
expenses of the Premises.
NOW THEREFORE, in consideration of the purchase by Koller of an
undivided interest in and to the Premises, for at least One
Dollar ($1.00) and other good and valuable consideration by the
parties hereto to one another in hand paid, the receipt and
sufficiency of which are hereby acknowledged, and of the mutual
covenants and agreements herein contained, it is hereby agreed by
and between the parties hereto, as follows:
1. The operation and management of the Premises shall be
delegated to Fund XX, or its designated agent, successors or
assigns. Provided, however, if Fund XX shall sell all of its
interest in the Premises, the duties and obligations of Fund XX
respecting management of the Premises as set forth herein,
including but not limited to paragraphs 2, 3, and 4 hereof, shall
be exercised by the holder or holders of a majority undivided co-
tenancy interest in the Premises. Except as hereinafter expressly
provided to the contrary, each of the parties hereto agrees to be
bound by the decisions of Fund XX with respect to all
administrative, operational and management matters of the
property comprising the Premises, including but not limited to
the management of the net lease agreement for the Premises. The
parties hereto hereby designate Fund XX as their sole and
exclusive agent to deal with, and Fund XX retains the sole right
to deal with, any property agent or tenant and to monitor,
execute and enforce the terms of leases of space within the
Premises, including but not limited to any Kollerments, consents
to assignment, sublet, releases or modifications to leases or
guarantees of lease or easements affecting the Premises, on
behalf of Koller. As long as Fund XX owns an interest in the
Premises, only Fund XX may obligate Koller with respect to any
expense for the Premises.
As further set forth in paragraph 2 hereof, Fund XX agrees to
require any lessee of the Premises to name Koller as an insured
or additional insured in all insurance policies provided for, or
contemplated by, any lease on the
Co-Tenant Initial: /s/ JK
Co-Tenancy Agreement for Applebee's, Middletown, OH
Premises. Fund XX shall use its best efforts to obtain
endorsements adding Co-Tenants to said policies from lessee
within 30 days of commencement of this agreement. In any event,
Fund XX shall distribute any insurance proceeds it may receive,
to the extent consistent with any lease on the Premises, to the
Co-Tenants in proportion to their respective ownership of the
Premises.
2. Income and expenses shall be allocated among the Co-Tenants
in proportion to their respective share(s) of ownership. Shares
of net income shall be pro-rated for any partial calendar years
included within the term of this Agreement. Fund XX may offset
against, pay to itself and deduct from any payment due to Koller
under this Agreement, and may pay to itself the amount of
Koller's share of any legitimate expenses of the Premises which
are not paid by Koller to Fund XX or its assigns, within ten (10)
days after demand by Fund XX. In the event there is insufficient
operating income from which to deduct Koller's unpaid share of
operating expenses, Fund XX may pursue any and all legal remedies
for collection.
Operating Expenses shall include all normal operating expense,
including but not limited to: maintenance, utilities, supplies,
labor, management, advertising and promotional expenses, salaries
and wages of rental and management personnel, leasing commissions
to third parties, a monthly accrual to pay insurance premiums,
real estate taxes, installments of special assessments and for
structural repairs and replacements, management fees, legal fees
and accounting fees, but excluding all operating expenses paid by
Tenant under terms of any lease agreement of the Premises.
Koller has no requirement to, but has, nonetheless elected to
retain, and agrees to annually reimburse, Fund XX in the amount
of $714 for the expenses, direct and indirect, incurred by Fund
XX in providing Koller with quarterly accounting and
distributions of Koller's share of net income and for tracking,
reporting and assessing the calculation of Koller's share of
operating expenses incurred from the Premises. This invoice
amount shall be pro-rated for partial years and Koller authorizes
Fund XX to deduct such amount from Koller's share of revenue from
the Premises. Koller may terminate this agreement in this
paragraph respecting accounting and distributions at any time and
attempt to collect its share of rental income directly from the
tenant; however, enforcement of all other provisions of the lease
remains the sole right of Fund XX pursuant to Section 1 hereof.
Fund XX may terminate its obligation under this paragraph upon 30
days notice to Koller prior to the end of each anniversary
hereof, unless agreed in writing to the contrary.
3. Full, accurate and complete books of account shall be kept
in accordance with generally accepted accounting principles at
Fund XX's principal office, and each Co-Tenant shall have access
to such books and may inspect and copy any part thereof during
normal business hours. Within ninety (90) days after the end of
each calendar year during the term hereof, Fund XX shall prepare
an accurate income statement for the ownership of the Premises
for said calendar year and shall furnish copies of the same to
all Co-Tenants. Quarterly, as its share, Koller shall be entitled
to receive 14.6420% of all items of income and expense generated
by the Premises. Upon receipt of said accounting, if the
payments received by each Co-Tenant pursuant to this Paragraph 3
do not equal, in the aggregate, the amounts which each are
entitled to receive proportional to its share of ownership with
respect to said calendar year pursuant to Paragraph 2 hereof, an
appropriate adjustment shall be made so that each Co-Tenant
receives the amount to which it is entitled.
4. If Net Income from the Premises is less than $0.00 (i.e.,
the Premises operates at a loss), or if capital improvements,
repairs, and/or replacements, for which adequate reserves do not
exist, need to be made to the Premises, the Co-Tenants, upon
receipt of a written request therefor from Fund XX, shall, within
fifteen (15) business days after receipt of notice, make payment
to Fund XX sufficient to pay said net operating losses and to
provide necessary
Co-Tenant Initial: /s/ JK
Co-Tenancy Agreement for Applebee's, Middletown, OH
operating capital for the premises and to pay for said capital
improvements, repairs and/or replacements, all in proportion to
their undivided interests in and to the Premises.
5. Co-Tenants may, at any time, sell, finance, or otherwise
create a lien upon their interest in the Premises but only upon
their interest and not upon any part of the interest held, or
owned, by any other Co-Tenant. All Co-Tenants reserve the right
to escrow proceeds from a sale of their interests in the Premises
to obtain tax deferral by the purchase of replacement property.
6. If any Co-Tenant shall be in default with respect to any of
its obligations hereunder, and if said default is not corrected
within thirty (30) days after receipt by said defaulting Co-
Tenant of written notice of said default, or within a reasonable
period if said default does not consist solely of a failure to
pay money, the remaining Co-Tenant(s) may resort to any available
remedy to cure said default at law, in equity, or by statute.
7. This property management agreement shall continue in full
force and effect and shall bind and inure to the benefit of the
Co-Tenant and their respective heirs, executors, administrators,
personal representatives, successors and permitted assigns until
July 14, 2029 or upon the sale of the entire Premises in
accordance with the terms hereof and proper disbursement of the
proceeds thereof, whichever shall first occur. Unless
specifically identified as a personal contract right or
obligation herein, this agreement shall run with any interest in
the Property and with the title thereto. Once any person, party
or entity has ceased to have an interest in fee in any portion of
the Entire Property, it shall not be bound by, subject to or
benefit from the terms hereof; but its heirs, executors,
administrators, personal representatives, successors or assigns,
as the case may be, shall be substituted for it hereunder. Koller
agrees to notify Fund XX upon the appointment of any successor
trustee, or any amendment of the Joan Koller Trust affecting the
powers of the Trustees to manage or dispose of the Joan Koller
Trust's interest in the Premises.
8. Any notice or election required or permitted to be given or
served by any party hereto to, or upon any other, shall be deemed
given or served in accordance with the provisions of this
Agreement, if said notice or elections addressed as follows;
If to Fund XX:
AEI Net Lease Income & Growth Fund XX Limited Partnership
1300 Minnesota World Trade Center
30 E. Seventh Street
St. Paul, Minnesota 55101
If to Koller:
Joan Koller, Trustee
16001 Ballantine Lane
Huntington Beach, CA 92647
If to Amend:
James Edward & Katherine Marie Amend
13993 Mc Arthur Trail
Amarillo, TX 79118
Co-Tenant Initial: /s/ JK
Co-Tenancy Agreement for Applebee's, Middletown, OH
If to Edsall:
David E. and Mary Joan Edsall
84 N. Audubon Road
Indianapolis, IN 46219
If to DeVito:
Vito DeVito Francesco
P.O. Box 591
Ontario, CA 91762
If to Abbott:
Richard Abbott
Marjory Abbott
524 Roslyn
East Williston, NY 11596
Each mailed notice or election shall be deemed to have been given
to, or served upon, the party to which addressed on the date the
same is deposited in the United States certified mail, return
receipt requested, postage prepaid, or given to a nationally
recognized courier service guaranteeing overnight delivery as
properly addressed in the manner above provided. Any party hereto
may change its address for the service of notice hereunder by
delivering written notice of said change to the other parties
hereunder, in the manner above specified, at least ten (10) days
prior to the effective date of said change.
9. This Agreement shall not create any partnership or joint
venture among or between the Co-Tenants or any of them, and the
only relationship among and between the Co-Tenants hereunder
shall be that of owners of the premises as tenants in common
subject to the terms hereof.
10. The unenforceability or invalidity of any provision or
provisions of this Agreement as to any person or circumstances
shall not render that provision, nor any other provision hereof,
unenforceable or invalid as to any other person or circumstances,
and all provisions hereof, in all other respects, shall remain
valid and enforceable.
11. In the event any litigation arises between the parties
hereto relating to this Agreement, or any of the provisions
hereof, the party prevailing in such action shall be entitled to
receive from the losing party, in addition to all other relief,
remedies and damages to which it is otherwise entitled, all
reasonable costs and expenses, including reasonable attorneys'
fees, incurred by the prevailing party in connection with said
litigation.
The remainder of this page intentionally left blank
Co-Tenant Initial: /s/ JK
Co-Tenancy Agreement for Applebee's, Middletown, OH
IN WITNESS WHEREOF, The parties hereto have caused this Agreement
to be executed and delivered, as of the day and year first above
written.
Koller Joan Koller, trustee of The Joan Koller Trust, dated
By: /s/ Joan Koller Trustee
Joan Koller, trustee
WITNESS:
/s/ Michael Silverberg
Michael Silverberg
(Print Name)
WITNESS:
/s/ Herlinda Gallego [notary seal]
Herlinda Gallego
(Print Name)
STATE OF CALIFORNIA)
) ss
COUNTY OF ORANGE)
The foregoing instrument was acknowledged before me, a
Notary Public in and for the County and State aforesaid,
this 2nd day of December,1997, by Herlinda Gallego, Notary
Public.
/s/ Herlinda Gallego
Notary Public
Co-Tenant Initial: /s/ JK
Co-Tenancy Agreement for Applebee's, Middletown, OH
Fund XX AEI Net Lease Income & Growth Fund XX Limited Partnership
By: AEI Fund Management XX, Inc., its corporate general partner
By: /s/ Robert P Johnson
Robert P. Johnson, President
WITNESS:
/s/ Laurie J Fredregill
Laurie J Fredregill
(Print Name)
WITNESS:
/s/ Keith Dennler
Keith Dennler
(Print Name)
State of Minnesota )
) ss.
County of Ramsey )
I, a Notary Public in and for the state and county of aforesaid,
hereby certify there appeared before me this 16th day of
December, 1997, Robert P. Johnson, President of AEI Fund
Management XX, Inc., corporate general partner of AEI Net Lease
Income & Growth Fund XX Limited Partnership who executed the
foregoing instrument in said capacity and on behalf of the
corporation in its capacity as corporate general partner, on
behalf of said limited partnership.
/s/ Laura M Steidl
Notary Public
[notary seal]
Co-Tenant Initial: /s/ JK
Co-Tenancy Agreement for Applebee's, Middletown, OH
EXHIBIT "A"
Situated in the State of Ohio, County of Warren, City of
Middletown, Section 3, Town 2 East, Range 4 North, Franklin
Township:
Being Lot Number Five (5) of MIDDLETOWN CROSSING, as the
same is numbered and delineated upon the recorded plat
thereof, of record in Plat Book 27, pages 15 and 16,
Recorder's Office, Warren County, Ohio.
Subject to all covenants, conditions, restrictions and
easements of record.
PURCHASE AGREEMENT
Champps Restaurant - Lyndhurst, OH
This AGREEMENT, entered into effective as of the 30 of December,
1998.
l. Parties. Seller is AEI Institutional Net Lease Fund '93
Limited Partnership which presently owns an undivided 4.57256%
interest and AEI Income & Growth Fund XX Limited Partnership
which presently owns an undivided 90.71346% interest in the fee
title to that certain real property legally described in the
attached Exhibit "A" (the "Entire Property"). Buyer is Richard W.
Anderson and Marilyn R. Anderson, trustees of the Anderson Family
Trust, dated April 21, 1988, ("Buyer"). Seller wishes to sell and
Buyer wishes to buy a portion as Tenant in Common of Seller's
interest in the Entire Property.
2. Property. The Property to be sold to Buyer in this transaction
consists of an undivided 9.18047 (Institutional Fund '93 selling
3.68016% and AEI Net Lease Income & Growth Fund XX selling
5.50031%) percentage interest (hereinafter, simply the
"Property") as Tenant in Common in the Entire Property.
3. Purchase Price . The purchase price for this percentage
interest in the Entire Property is $327,500 all cash. ($131,284
payable to Institutional Fund '93 and $196,216 payable to Fund
XX)
4. Terms. The purchase price for the Property will be paid by
Buyer as follows:
(a) When this agreement is executed, Buyer will pay $5,000
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,
$322,500 (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 January 27,
1998.
6. Due Diligence. Buyer will have until the expiration of the
fifth business day (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
Entire Property or persons caused by Buyer or its agents arising
out of such physical inspections of the Entire Property.
(a) The original and one copy of a title insurance
commitment for an Owner's Title insurance policy (see
paragraph 8 below).
(b) Copies of a Certificate of Occupancy or other such
document certifying completion and granting permission to
permanently occupy the improvements on the Entire Property
as are in Seller's possession.
(c) Copies of an "as built" survey of the Entire Property
done concurrent with Seller's acquisition of the Property.
(d) Lease (as further set forth in paragraph 11(a) below) of
the Entire Property showing occupancy date, lease expiration
date, rent, and Guarantys, if any, accompanied by such
tenant financial statements as
Buyer Initial: /s/ RWA /s/ MRA
Purchase Agreement for Champps-Lyndhurst, OH
may have been provided most recently to Seller by the Tenant
and/or Guarantors.
It is a contingency upon Seller's obligations hereunder that
two (2) copies of Co-Tenancy Agreement in the form attached
hereto duly executed by Buyer and Seller and dated on escrow
closing date be delivered to the Seller on the closing date.
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 sections 15(a) 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 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;
and other items of record 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 shall be returned and
this Agreement shall be null and void and of no further force and
effect.
Buyer Initial: /s/ RWA /s/ MRA
Purchase Agreement for Champps-Lyndhurst, OH
Pending correction of title, the payments hereunder required
shall be postponed, but upon correction of title and within ten
(10) days after written notice of correction 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 Buyer will pay the cost of issuing a Standard
Owners Title Insurance Policy in the full amount of the purchase
price, if Buyer shall decide to purchase the same. Buyer will
pay all recording fees, 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 Entire Property (of which the Property is a
part) 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 represents that to the best of its knowledge, 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 and Seller
in proportion to their respective Tenant in Common
interests, 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.
Seller and 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 Entire Property.
(b) All income and all operating expenses from the Entire
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 its proportionate share of all income
earned and shall be responsible for its proportionate share
of all operating expenses of the Entire 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 in existence between AEI Net Lease
Income & Growth Fund XX Limited Partnership, AEI
Institutional Net Lease Fund '93 Limited Partnership and
Robert P. Johnson, Individually and Americana Dining
Corporation, dated April 10, 1996, Seller is not aware of
any leases of the Property. The above referenced lease
agreement has a first right of refusal in favor of the
Tenant as set forth in Article 34 of said lease agreement,
which right shall apply to any attempted disposition of the
Property by Buyer after this transaction. Buyer's purchase
of the Property is subject to receipt by Seller of a waiver
of first right of refusal from Tenant, said waiver to be
signed by Tenant and received by Seller prior to close of
escrow. If Seller cannot obtain such waiver, the First
Payment shall be returned to Buyer and this Agreement shall
become null and void.
(ii) It is not aware of any pending litigation or
condemnation proceedings against the Property or Seller's
interest in the Property.
(iii) Except as previously disclosed to Buyer and as set
forth in paragraph (b) below, Seller is not aware of any
contracts Seller has executed that would be binding on Buyer
after the closing date.
Buyer Initial: /s/ RWA /s/ MRA
Purchase Agreement for Champps-Lyndhurst, OH
(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.
However, Buyer acknowledges that Seller retains the right
both prior to and after the Closing Date to freely transfer
all or a portion of Seller's remaining undivided interest in
the Entire Property, provided such sale shall not encumber
the Property being purchased by Buyer in violation of the
terms hereof or the contemplated Co-Tenancy Agreement.
12. Disclosures.
(a) To the best of Seller's knowledge: there are now, and
at the Closing there will be, no material, physical or
mechanical defects of the Property, including, without
limitation, the plumbing, heating, air conditioning,
ventilating, electrical systems, and 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.
(b) To the best of Seller's knowledge: the use and
operation of the Property now is, and at the time of Closing
will be, 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.
(c) Seller knows of no facts nor has Seller failed to
disclose to Buyer any fact known to Seller which would
prevent Buyer 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.
(d) To the best of Seller's knowledge: the Property is not,
and as of the Closing will not 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. 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.
(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, 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 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
Buyer Initial: /s/ RWA /s/ MRA
Purchase Agreement for Champps-Lyndhurst, OH
information, or (b) makes any representations as to the
accuracy or completeness of such information. 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, Seller makes no Warranty or
representation, Express or Implied, or arising by operation
of law, including, but not limited to, any warranty or
condition, habitability, tenantability, suitability for
commercial purposes, merchantability, or fitness 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 limited warranty deed conveying insurable
title of the Property to Buyer, subject to the encumbrances
contained in paragraph 8 above.
(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 sign and
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/ RWA /s/ MRA
Purchase Agreement for Champps-Lyndhurst, OH
(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
should 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 Entire 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 Entire 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
Entire Property, subject to rights of any Tenant of the
Entire 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 Entire Property, subject to rights of any
Tenant of the Entire 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
it has sought and obtained such third
Buyer Initial: /s/ RWA /s/ MRA
Purchase Agreement for Champps-Lyndhurst, OH
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 Security Trust which will
act as Accommodator to perfect the 1031 exchange by preparing an
agreement of exchange of Real Property whereby Security Trust
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 Security Trust,
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 January 27, 1998,
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.
If to Seller:
AEI Institutional Net Lease Fund '93 Limited Partnership
1300 Minnesota World Trade Center
30 E. 7th Street
St. Paul, MN 55101
Buyer Initial: /s/ RWA /s/ MRA
Purchase Agreement for Champps-Lyndhurst, OH
and:
AEI Net Lease Income & Growth Fund XX Limited Partnership
1300 Minnesota World Trade Center
30 E. 7th Street
St. Paul, MN 55101
If to Buyer:
Richard and Marilyn Anderson
1863 Highway 3
Cherokee, IA 51012
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.
IN WITNESS WHEREOF, the Seller and Buyer have executed this
Agreement effective as of the day and year above first written.
BUYER: RICHARD W. ANDERSON AND MARILYN R. ANDERSON, TRUSTEES
OF THE ANDERSON FAMILY TRUST
By: /s/ Richard W Anderson
Richard W. Anderson, Trustee
WITNESS:
/s/ Randy M Long
Randy M Long
(Print Name)
WITNESS:
/s/ Kirsten L Goehring
Kirsten L Goehring
(Print Name)
By: /s/ Marilyn R Anderson
Marilyn R. Anderson, Trustee
WITNESS:
/s/ Randy M Long
Randy M Long
(Print Name)
WITNESS:
/s/ Kirsten L Goehring
Kirsten L Goehring
(Print Name)
Buyer Initial: /s/ RWA /s/ MRA
Purchase Agreement for Champps-Lyndhurst, OH
SELLER AEI INSTITUTIONAL NET LEASE FUND '93 LIMITED PARTNERSHIP
By: AEI Fund Management XVIII, Inc., its corporate
general partner
By: /s/ Robert P Johnson
Robert P. Johnson, President
WITNESS:
/s/ Laura M Steidl
Laura M Steidl
(Print Name)
WITNESS:
/s/ Kelly Kae Schueller
Kelly Kae Schueller
(Print Name)
AND:
AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
By: AEI Fund Management XX, Inc., its corporate
general partner
By: /s/ Robert P Johnson
Robert P. Johnson, President
WITNESS:
/s/ Laura M Steidl
Laura M Steidl
(Print Name)
WITNESS:
/s/ Kelly Kae Schueller
Kelly Kae Schueller
(Print Name)
Buyer Initial: /s/ RWA /s/ MRA
Purchase Agreement for Champps-Lyndhurst, OH
Exhibit A, page 1 of 4
Parcel No. 1 (fee)
Situated in the City of Lyndhurst, County of Cuyahoga and State
of Ohio, and know as being part Original Mayfield Township Lot
Nos. 29 and 30, further bounded and described as follows:
Beginning at a point being the intersection of the centerline of
Cedar Road (60 feet wide) and the centerline of Landerbrook Drive
(60 feet wide),
thence along the centerline of Landerbrook Drive North 00 deg. 17
min. 45 sec. West, 599.77 feet to a point of curvature therein,
thence along the arc of a curve deflecting to the right having a
radius of 178.83 feet, a chord bearing North 31 deg. 22 min. 40
sec. East, 187.80 feet an arc distance of 197.72 feet to a point
of tangency in said centerline of Landerbrook Drive,
thence North 63 deg. 03 min. 06 sec. East, 117.29 feet along the
centerline of Landerbrook Drive to a point,
thence North 26 deg. 56 min. 54 sec. West, 330.89 feet to a
point, said point being the Southeast corner of the City of
Lyndhurst and the City of Mayfield Heights and the principal
point of beginning of the parcel herein described,
Course No. 1: thence North 26 deg. 56 min. 54 sec. West, along
the Easterly corporation line of the City of Lyndhurst, 384.51
feet to a point on the Southerly limited access right-of-way line
of Interstate 271, Course No. 2: thence South 59 deg. 21 min. 11
sec. West along the Southerly limited access right-of-way line of
Interstate 271, 198.18 feet to a point,
Course No. 3: thence South 14 deg. 10 min. 52 sec. East, 381.15
feet to a point on the Southerly corporation line of the City of
Lyndhurst, Course No. 4: thence North 63 deg. 03 min. 06 sec.
East, along the Southerly corporation line of the City of
Lyndhurst, 282.00 feet to the principal point of beginning and
containing 2.0756 acres of land be the same more or less, but
subject to all legal highways and easements of record. Bearings
cited within the above description are to an assumed meridian and
indicate angles only.
Parcel No. 2 (Easement for general ingress and egress, parking
and utilities)
Situated in the City of Mayfield Heights, County of Cuyahoga and
State of Ohio, and known as being part of Original Mayfield
Township Lot Nos. 29 and 30, Tract No. 3 bounded and described as
follows:
Beginning at the centerline intersection of Cedar Road and
Landerbrook Drive (50 feet wide),
thence along the centerline of Landerbrook Drive as recorded in
Volume 244, Page 21 of Cuyahoga County Map Records, North 00
degrees 17 minutes 45 seconds West, 385.39 feet to a point,
thence North 89 degrees 51 minutes 07 seconds West, 30.00 feet to
the Westerly right of way line of said Landerbrook Drive and the
principal point of beginning of the parcel herein described,
Course No. 1 - Thence North 89 degrees 51 minutes 07 seconds
West, 445.35 feet to the Easterly line of land as conveyed to
Georgetown of Lyndhurst Condominium in Volume 41, Page 14 of
Cuyahoga County Map Records,
Exhibit A, page 2 of 4
Course No. 2 - Thence North 00 degrees 45 minutes 30 seconds East
456.96 feet along said Easterly line of Georgetown of Lyndhurst
Condominium to a point,
Course No. 3 - Thence North 63 degrees 03 minutes 06 seconds
East, 584.04 feet to a point,
Course No. 4 - Thence North 26 degrees 56 minutes 54 seconds
West, 50.00 feet to a point,
Course No. 5 - Thence North 63 degrees 03 minutes 06 seconds
East, 272.40 feet to a point
Course No. 6 - Thence South 26 degrees 56 minutes 54 seconds
East, 191.89 feet to a point,
Course No. 7 - Thence South 18 degrees 03 minutes 06 seconds
West, 82.02 feet to a point,
Course No. 8 - Thence South 26 degrees 56 minutes 54 seconds
East, 101.00 feet to a point,
Course No. 9 - Thence South 63 degrees 03 minutes 06 seconds
West, 331.70 feet to a point,
Course No. 10- Thence along the arc of a curve deflecting to the
left 230.89 feet, said curve having a radius of 208.83 feet and a
chord bearing South 31 degrees 22 minutes 40 seconds West, 219.31
feet along said Westerly right-of-way line to a point of
tangency,
Course No. 11- Thence continuing along said Westerly right-of-way
line South 00 degrees 17 minutes 45 seconds East, 214.15 feet to
the principal point of beginning and containing 9.008 acres of
land more or less, but subject to all legal highways and
easements of record.
Parcel No. 3: (Easement for general ingress and egress, parking
and utilities)
Situated in the City of Mayfield Heights, County of Cuyahoga and
State of Ohio and known as being part of Original Mayfield
Township Lot Nos. 29 and 30, Tract No. 3 bounded and described as
follows:
Beginning at the centerline intersection of Cedar Road and
Landerbrook Drive (60 feet wide),
thence along the centerline of Landerbrook Drive as recorded in
Volume 244, Page 21 of Cuyahoga County Map Records, North 00 deg.
17 min. 45 sec. West, 599.77 feet to a point,
thence South 89 deg. 42 min. 15 sec. West, 30.00 feet to the
Westerly right of way line of said Landerbrook Drive,
thence along the arc of a curve deflecting to the right 230.89
feet, said curve having a radius of 208.83 feet, a chord bearing
North 31 deg. 22 min. 40 sec. East, 219.31 feet to a point of
tangency,
thence North 63 deg. 03 min. 06 sec. East, 331.70 feet to a point
being the principal point of beginning of the parcel herein
described,
Course No. 1: thence North 26 deg. 56 min. 54 sec. West 101.00
feet to a point,
Course No. 2: thence North 18 deg. 03 min. 06 sec. East, 82.02
feet to a point,
Course No. 3: thence North 26 deg. 56 min. 54 sec. West, 191.89
feet to a point,
Course No. 4: thence South 63. deg 03. min. 06 sec. West, 272.40
feet to a point,
Course No. 5: thence North 26 deg. 56 min. 54 sec. West 334.51
feet to the Southerly right of way of Interstate Route 271,
Course No. 6: thence North 59 deg. 21 min. 11 sec. East, 71.30
feet along said right of way of Interstate Route 271 to a point,
Exhibit A 3 of 4
Course No. 7: thence North 63 deg. 03 min. 06 sec. East, 443.25
feet along said right of way of Interstate Route 271 to a point,
Course No. 8: thence South 26 deg. 56 min. 54 sec. East, 690.00
feet to the Northerly right of way of said Landerbrook Drive to a
point,
Course No. 9: thence South 63 deg. 03 min. 06 sec. West, 300.00
feet to the principal point of beginning and containing 6.123
acres of land more or less, but subject to all legal highways and
easements of record.
Parcel No. 4 (Utility and Ingress-Egress Easement)
Situated in the City of Mayfield Heights and partly in the City
of Lyndhurst, County of Cuyahoga and State of Ohio, and known as
being part of Original Mayfield Township Lot Nos. 29 and 30,
Tract 3 bounded and described as follows:
Beginning at the intersection of the centerlines of Cedar Road
and Landerbrook Drive (60 feet wide),
thence along the centerline of Landerbrook Drive as recorded in
Volume 235, Page 37 of Cuyahoga County Map Records, North 0
degrees 17 minutes 45 seconds West, 599.77 feet to a point,
thence North 89 degrees 42 minutes 15 seconds West, 30.00 feet to
a point in the curved Northwesterly sideline of Landerbrook
Drive,
thence along the arc of said Northwesterly sideline deflecting to
the right having a radius of 208.83 feet, a chord bearing North
31 degrees 22 minutes 40 seconds East, 219.31 feet an arc
distance of 230.89 feet to a point of tangency therein,
thence North 63 degrees 03 minutes 06 seconds East, along the
Northwesterly sideline of Landerbrook Drive, 30.15 feet to the
principal point of beginning of the Utility and Ingress-Egress
Easement herein
described
Course No. 1 - Thence North 7 degrees 35 minutes 03 seconds East,
100.77 feet to a point,
Course No. 2 - Thence North 26 degrees 56 minutes 54 seconds
West, 134.86 feet to a point,
Course No. 3 - Thence North 71 degrees 56 minutes 54 seconds
West, 115.17 feet to a point,
Course No. 4 - Thence North 26 degrees 56 minutes 54 seconds
West, 48.61 feet to a point,
Course No. 5 - Thence North 18 degrees 03 minutes 06 seconds
East, 133.16 feet to a point,
Course No. 6 - Thence North 63 degrees 03 minutes 06 seconds East
42.08 feet to a point,
Course No. 7 - Thence South 26 degrees 56 minutes 54 seconds
East, 11.21 feet to a point,
Course No. 8 - Thence South 71 degrees 56 minutes s54 seconds
East 104.42 feet to a point,
Course No. 9 - Thence South 26 degrees 56 minutes 54 seconds
East, 6.14 feet to a point,
Course No. 10- Thence North 63 degrees 03 minutes 06 seconds
East, 150.30 feet to a point,
Course No. 11- Thence North 26 degrees 56 minutes 54 seconds
West, 125.08 feet to a point,
Course No. 12- Thence North 43 degrees 07 minutes 26 seconds
West, 222.85 feet to a point in the Southeasterly Limited Access
Right-of-Way of Interstate 271,
Course No. 13- Thence North 63 degrees 03 minutes 06 seconds
East, along
Exhibit A, page 4 of 4
the Southeasterly Limited Access Right-of-Way of Interstate 271,
a distance of 41.65 feet to a point,
Course No. 14- Thence South 43 degrees 07 minutes 26 seconds
East, 193.47 feet to a point,
Course No. 15- Thence South 26 degrees 56 minutes 54 seconds
East, 504.28 feet to a point,
Course No. 16- Thence South 63 degrees 03 minutes 06 seconds
West, along the Northwesterly sideline of Landerbrook Drive,
50.00 feet to a point,
Course No. 17- Thence North 26 degrees 56 minutes 54 seconds
East, 310.89 feet to a point,
Course No. 18- Thence South 63 degrees 03 minutes 06 seconds
West, 112.31 feet to a point,
Course No. 19- Thence South 18 degrees 03 minutes 06 seconds
West, 127.40 feet to a point,
Course No. 20- Thence South 26 degrees 56 minutes 54 seconds
East, 220.80 feet to a point in the Northwesterly sideline of
Landerbrook Drive,
Course No. 21- Thence South 63 degrees 03 minutes 06 seconds
West, along the Northwesterly sideline of Landerbrook Drive
117.13 feet to the principal point of beginning and containing
1.947 acres of land be the same more or less, but subject to all
legal highways and easements of record.
Parcel No. 5 (Easement Estate)
Easement Rights created, defined and described in the Reciprocal
Easement Agreement dated as of June 27, 1995, filed for record
July 5, 1995 at 2:34 P.M., and recorded in Volume 95-05300, Page
16, as amended in the First Amendment to Reciprocal Easement
Agreement dated as March 26, 1996, filed for record April 10,
1996 at 3:42 P.M., and recorded in Volume 96-03123, Page 33 of
Cuyahoga County Records.
FIRST AMENDMENT TO NET LEASE AGREEMENT
THIS AMENDMENT TO NET LEASE AGREEMENT, made and
entered into effective as of the 31st day of December, 1997,
by and between AEI Income & Growth Fund XXI Limited
Partnership (hereinafter, "Fund XXI"), AEI Net Lease Income
& Growth Fund XX Limited Partnership (hereinafter, "Fund
XX"), and Net Lease Income & Growth Fund 84-A Limited
Partnership (hereinafter, "Fund 84-A") (together,
"Lessor"),whose principal business address is 1300 Minnesota
World Trade Center, 30 East Seventh Street, St. Paul,
Minnesota 55101 ("Lessor"), and Champps Americana, Inc., a
Minnesota corporation ("Lessee"), whose principal business
address is One Corporate Place, 55 Ferncroft Road, Danvers,
Ma. 01923;
WITNESSETH:
WHEREAS, Lessor is the fee owner of a certain parcel of
real property and improvements located at Schaumburg,
Illinois, and legally described in Exhibit "A", which is
attached hereto and incorporated herein by reference; and
WHEREAS, Lessee has constructed the building and
improvements (together the "Building") on the real property
described in Exhibit "A", which Building is described in the
plans and specifications heretofore submitted to Lessor; and
WHEREAS, Lessee and Lessor have entered into that
certain Net Lease Agreement dated April 21, 1997 (the
"Lease") providing for the lease of said real property and
Building (said real property and Building hereinafter
referred to as the "Leased Premises"), from Lessor upon the
terms and conditions therein provided in the Lease;
NOW, THEREFORE, in consideration of the Rents, terms,
covenants, conditions, and agreements hereinafter described to be
paid, kept, and performed by Lessee, including the
completion of the Building and other improvements
constituting the Leased Premises, Lessee and Lessor do
hereby agree to amend the Lease as follows:
1. Article 2(A) and (B) of the Lease shall henceforth read
as follows:
ARTICLE 2. TERM
(A) The term of this Lease ("Term") shall be Twenty
(20) consecutive "Lease Years",
as hereinafter defined, commencing on April 21, 1997
("Occupancy Date"), plus the period ending December 31,
1997, with the contemplated initial term hereof ending on
December 31, 2017.
(B) The first full Lease Year shall commence on the
date of this First Amendment and
continue through December 31, 1998.
2. Article 4(A) of the Lease shall henceforth read as
follows:
ARTICLE 4. RENT PAYMENTS
(A) Annual Rent Payable for the first, second, and
third Lease Years: Lessee shall pay to Lessor an annual
Base Rent of $476,771.42, which amount shall be payable in
advance on the first day of each month in equal monthly
installments of $19,706.55 to Fund XXI, $14,700.45 to Fund
XX, and $5,323.95 to Fund 84A.
If the first day of the Lease Term is not the
first day of a calendar month, then the monthly Rent payable
for that partial month shall be a prorated portion of the equal
monthly installment of Base Rent.
3. Article 35 is hereby deleted in its entirety; Lessor
and Lessee agree that the referenced Development Financing
Agreement is terminated in accordance with its terms. All
other terms and conditions of the Lease shall remain in
full force and effect.
4. Lessee has accepted delivery of the Leased Premises and
has entered into occupancy thereof;
5. Lessee has fully inspected the Premises and found the
same to be as required by the Lease, in good order and
repair, and all conditions under the Lease to be performed
by the Lessor have been satisfied;
6. As of this date, the Lessor is not in default under any
of the terms, conditions, provisions or agreements of the
Lease and the undersigned has no offsets, claims or defenses
against the Lessor with respect to the Lease.
7. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, Lessor and Lessee have respectively
signed and sealed this Lease as of the day and year first above written.
LESSEE: CHAMPPS AMERICANA, INC.
By: /s/ Donna Deporan
Its: Asst. Secretary
STATE OF MASSACHUSETTS)
)SS.
COUNTY OF ESSEX)
The foregoing instrument was acknowledged before me
this 30th day of December, 1997, by Donna Deporan, as Asst
Secretary of Champps Americana, Inc. on behalf of said corporation.
/s/ Jane K Beanhetto
Notary Public
Remainder of page intentionally left blank
LESSOR: AEI INCOME & GROWTH FUND XXI
LIMITED PARTNERSHIP, a
Minnesota limited partnership
By: AEI FUND MANAGEMENT XXI, INC., a
Minnesota corporation
By: /s/ Robert P Johnson
Robert P. Johnson, President
STATE OF MINNESOTA )
)SS.
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me the
31st day of December, 1997, by Robert P. Johnson, the President
of AEI Fund Management XXI, Inc., a Minnesota corporation,
corporate general partner of AEI Income & Growth Fund XXI Limited
Partnership, on behalf of said limited partnership.
/s/ Barbara J Kochevar
Notary Public
[notary seal]
LESSOR AEI NET LEASE INCOME & GROWTH FUND XX LIMITED
PARTNERSHIP
By: AEI Fund Management XX, Inc.
By: /s/ Robert P Johnson
Robert P. Johnson, President
STATE OF MINNESOTA )
)SS.
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me
the 31st day of December, 1997, by Robert P. Johnson, the
President of AEI Fund Management XX, Inc., a Minnesota
corporation, corporate general partner of AEI Net Lease
Income & Growth Fund XX Limited Partnership, on behalf of
said limited partnership.
/s/ Barbara J Kochevar
Notary Public
[notary seal]
LESSOR NET LEASE INCOME & GROWTH FUND
84-A LIMITED
PARTNERSHIP
By: Net Lease Management 84-A, Inc.
By: /s/ Robert P Johnson
Robert P. Johnson, President
STATE OF MINNESOTA )
)SS.
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me
the 31st day of December, 1997, by Robert P. Johnson, the
President of Net Lease Management 84-A, Inc., a Minnesota
corporation, corporate general partner of Net Lease Income &
Growth Fund 84-A Limited Partnership, on behalf of said limited
partnership.
/s/ Barbara J Kochervar
Notary Public
[notary seal]
Exhibita A
Legal Description
Parcel 1
Lot 2 in American-Commons Subdivision, a Resubdivision
of Lots 1 and 2 in Anderson's Woodfield Common West, a
subdivision of part of the Northeast quarter of Section 14,
Township 41 North, Range 10 East of the Third Principal
Meridian, in Cook County, Illinois.
Parcel
Non-exclusive easement for ingress, egress, and parking
as established by reciprocal easement agreement made by Chi-
Chi's, Inc., a Minnesota corporation, and Bob Evan Farm,
Inc., an Ohio corporation, dated May 10, 1983, and recorded
May 13, 1983, as Document 26604303.
PURCHASE AGREEMENT
Applebee's Restaurant - Middletown, OH
This AGREEMENT, entered into effective as of the 2nd of January,
1998.
l. Parties. Seller is AEI Net Lease Income & Growth Fund XX
Limited Partnership which presently owns an undivided 21.1771%
interest in the fee title to that certain real property legally
described in the attached Exhibit "A" (the "Entire Property").
Buyer is Helen M. Rafter ("Buyer"). Seller wishes to sell and
Buyer wishes to buy a portion as Tenant in Common of Seller's
interest in the Entire Property.
2. Property. The Property to be sold to Buyer in this transaction
consists of an undivided 15.2521 percentage interest
(hereinafter, simply the "Property") as Tenant in Common in the
Entire Property.
3. Purchase Price . The purchase price for this percentage
interest in the Entire Property is $250,000 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 $5,000
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,
$245,000 (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 January 7,
1998.
6. Due Diligence. Buyer will have until the expiration of the
fifth business day (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
Entire Property or persons caused by Buyer or its agents arising
out of such physical inspections of the Entire Property.
(a) The original and one copy of a title insurance
commitment for an Owner's Title insurance policy (see
paragraph 8 below).
(b) Copies of a Certificate of Occupancy or other such
document certifying completion and granting permission to
permanently occupy the improvements on the Entire Property
as are in Seller's possession.
(c) Copies of an "as built" survey of the Entire Property
done concurrent with Seller's acquisition of the Property.
(d) Lease (as further set forth in paragraph 11(a) below) of
the Entire Property showing occupancy date, lease expiration
date, rent, and Guarantys, 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/ HMR
Purchase Agreement for Applebee's - Middletown, OH
It is a contingency upon Seller's obligations hereunder that
two (2) copies of Co-Tenancy Agreement in the form attached
hereto duly executed by Buyer and Seller and dated on escrow
closing date be delivered to the Seller on the closing date.
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 sections 15(a) 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 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;
and other items of record 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 shall be returned and
this Agreement shall be null and void and of no further force and
effect.
Pending correction of title, the payments hereunder required
shall be postponed, but upon correction of title and within ten
(10) days after written notice of correction to the Buyer, the
parties shall perform this Agreement according to its terms.
Buyer Initial: /s/ HMR
Purchase Agreement for Applebee's - Middletown, OH
9. Closing Costs. Seller will pay one-half of escrow fees,
the cost of the title commitment and any brokerage commissions
payable. The Buyer will pay the cost of issuing a Standard
Owners Title Insurance Policy in the full amount of the purchase
price, if Buyer shall decide to purchase the same. Buyer will
pay all recording fees, 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 Entire Property (of which the Property is a
part) 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 represents that to the best of its knowledge, 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 and Seller
in proportion to their respective Tenant in Common
interests, 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.
Seller and 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 Entire Property.
(b) All income and all operating expenses from the Entire
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 its proportionate share of all income
earned and shall be responsible for its proportionate share
of all operating expenses of the Entire 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 in existence between AEI Net Lease
Income & Growth Fund XX Limited Partnership and Thomas & King,
Inc. dated July 15, 1994, Seller is not aware of any leases of
the Property. The above referenced lease agreement has an option
to purchase in favor of the Tenant as set forth in Article 34 of
said lease agreement.
(ii) It is not aware of any pending litigation or
condemnation proceedings against the Property or Seller's
interest in the Property.
(iii) Except as previously disclosed to Buyer and as set
forth 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.
However, Buyer acknowledges that Seller retains the right
both prior to and after the Closing Date to freely transfer
all or a portion of Seller's remaining undivided interest in
the Entire Property, provided such sale shall not encumber
the Property being purchased by Buyer in violation of the
terms hereof or the contemplated Co-Tenancy Agreement.
Buyer Initial: /s/ HMR
Purchase Agreement for Applebee's - Middletown, OH
12. Disclosures.
(a) To the best of Seller's knowledge: there are now, and
at the Closing there will be, no material, physical or
mechanical defects of the Property, including, without
limitation, the plumbing, heating, air conditioning,
ventilating, electrical systems, and 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.
(b) To the best of Seller's knowledge: the use and
operation of the Property now is, and at the time of Closing
will be, 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.
(c) Seller knows of no facts nor has Seller failed to
disclose to Buyer any fact known to Seller which would
prevent Buyer 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.
(d) To the best of Seller's knowledge: the Property is not,
and as of the Closing will not 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. 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.
(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, 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 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. 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, Seller
makes no Warranty or representation, Express or Implied, or
arising by operation of law, including, but not limited to,
any warranty or condition, habitability, tenantability,
suitability for commercial purposes, merchantability, or
fitness for a particular purpose, in respect of the
Property.
The provisions (d) - (f) above shall survive closing.
Buyer Initial: /s/ HMR
Purchase Agreement for Applebee's - Middletown, OH
13. Closing.
(a) Before the closing date, Seller will deposit into
escrow an executed limited warranty deed conveying insurable
title of the Property to Buyer, subject to the encumbrances
contained in paragraph 8 above.
(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 sign and
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.
(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
Buyer Initial: /s/ HMR
Purchase Agreement for Applebee's - Middletown, OH
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
should 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 Entire 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 Entire 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
Entire Property, subject to rights of any Tenant of the
Entire 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 Entire Property, subject to rights of any
Tenant of the Entire 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 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
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 ATI Title who will act as
Accommodator to perfect the 1031 exchange by preparing an
agreement of exchange of Real Property whereby ATI Titlewill 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
Buyer Initial: /s/ HMR
Purchase Agreement for Applebee's - Middletown, OH
from any claims and/or actions resulting from said exchange.
Pursuant to the direction of ATI Title, 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 January 7, 1998,
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.
If to Seller:
Attention: Robert P. Johnson
AEI Net Lease Income & Growth Fund XX Limited Partnership
1300 Minnesota World Trade Center
30 E. 7th Street
St. Paul, MN 55101
If to Buyer:
Helen M. Rafter
19111 N. 95th Avenue
Peoria, AZ 85382
Buyer Initial: /s/ HMR
Purchase Agreement for Applebee's - Middletown, OH
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.
IN WITNESS WHEREOF, the Seller and Buyer have executed this
Agreement effective as of the day and year above first written.
BUYER: Helen M. Rafter
By: /s/ Helen M Rafter
Helen M. Rafter
WITNESS:
/s/ Clarice E Reed
Clarice E Reed
(Print Name)
WITNESS:
/s/ Wanda Vardel
Wanda Vardel
(Print Name)
Buyer Initial: /s/ HMR
Purchase Agreement for Applebee's - Middletown, OH
SELLER: AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
a Minnesota limited partnership
By: AEI Fund Management XX Inc., its corporate general partner
By: /s/ Robert P Johnson
Robert P. Johnson, President
WITNESS:
/s/ Laura M Steidl
Laura M Steidl
(Print Name)
WITNESS:
/s/ Dawn E Campbell
Dawn E Campbell
(Print Name)
Buyer Initial: /s/ HMR
Purchase Agreement for Applebee's - Middletown, OH
EXHIBIT "A"
Situated in the State of Ohio, County of Warren, City of
Middletown, Section 3, Town 2 East, Range 4 North, Franklin
Township;
Being Lot Number Five (5) of MIDDLETOWN CROSSING, as the same is
numbered and delineated upon the recorded plat thereof, of record
in Plat Book 27, pages 15 and 16, Recorder's Office, Warren
Coutny, Ohio.
Subject to all covenants, conditions, restrictions and easements
of record.
PROPERTY CO-TENANCY
OWNERSHIP AGREEMENT
(Applebee's Restaurant - Middletown, OH)
THIS CO-TENANCY AGREEMENT,
Made and entered into as of the 7th day of January, 1998, by and
between Helen M. Rafter (hereinafter called "Rafter"), and AEI
Net Lease Income & Growth Fund XX Limited Partnership
(hereinafter called "Fund XX") (Rafter, Fund XX (and any other
Owner in Fee where the context so indicates) being hereinafter
sometimes collectively called "Co-Tenants" and referred to in the
neuter gender).
WITNESSETH:
WHEREAS, Fund XX presently owns an undivided 5.925% interest in
and to, and Rafter presently owns an undivided 15.2521% interest
in and to, and Joan Koller, trustee of the Joan Koller Trust
presently owns an undivided 14.6420% interest in and to, and
James Edward Amend & Katherine Marie Amend presently owns an
undivided 15.0691% interest in and to, and David E. Edsall,
trustee of the David E. Edsall Trust and Mary Joan Edsall,
trustee of the Mary Joan Edsall Trust presently owns an undivided
15.2521% interest in and to, and Nick DeVito, Inc. presently owns
an undivided 18.6076% interest in and to, and Richard and Marjory
Abbott presently own an undivided 15.2521% interest in and to the
land, situated in the City of Middletown, County of Warren, and
State of OH, (legally described upon Exhibit A attached hereto
and hereby made a part hereof) and in and to the improvements
located thereon (hereinafter called "Premises");
WHEREAS, The parties hereto wish to provide for the orderly
operation and management of the Premises and Rafter's interest by
Fund XX; the continued leasing of space within the Premises; for
the distribution of income from and the pro-rata sharing in
expenses of the Premises.
NOW THEREFORE, in consideration of the purchase by Rafter of an
undivided interest in and to the Premises, for at least One
Dollar ($1.00) and other good and valuable consideration by the
parties hereto to one another in hand paid, the receipt and
sufficiency of which are hereby acknowledged, and of the mutual
covenants and agreements herein contained, it is hereby agreed by
and between the parties hereto, as follows:
1. The operation and management of the Premises shall be
delegated to Fund XX, or its designated agent, successors or
assigns. Provided, however, if Fund XX shall sell all of its
interest in the Premises, the duties and obligations of Fund XX
respecting management of the Premises as set forth herein,
including but not limited to paragraphs 2, 3, and 4 hereof, shall
be exercised by the holder or holders of a majority undivided co-
tenancy interest in the Premises. Except as hereinafter expressly
provided to the contrary, each of the parties hereto agrees to be
bound by the decisions of Fund XX with respect to all
administrative, operational and management matters of the
property comprising the Premises, including but not limited to
the management of the net lease agreement for the Premises. The
parties hereto hereby designate Fund XX as their sole and
exclusive agent to deal with, and Fund XX retains the sole right
to deal with, any property agent or tenant and to monitor,
execute and enforce the terms of leases of space within the
Premises, including but not limited to any amendments, consents
to assignment, sublet, releases or modifications to leases or
guarantees of lease or easements affecting the Premises, on
behalf of Rafter. As long as Fund XX owns an interest in the
Premises, only Fund XX may obligate Rafter with respect to any
expense for the Premises.
Co-Tenant Initial: /s/ HMR
Co-Tenancy Agreement for Applebee's, Middletown, OH
As further set forth in paragraph 2 hereof, Fund XX agrees to
require any lessee of the Premises to name Rafter as an insured
or additional insured in all insurance policies provided for, or
contemplated by, any lease on the Premises. Fund XX shall use its
best efforts to obtain endorsements adding Co-Tenants to said
policies from lessee within 30 days of commencement of this
agreement. In any event, Fund XX shall distribute any insurance
proceeds it may receive, to the extent consistent with any lease
on the Premises, to the Co-Tenants in proportion to their
respective ownership of the Premises.
2. Income and expenses shall be allocated among the Co-Tenants
in proportion to their respective share(s) of ownership. Shares
of net income shall be pro-rated for any partial calendar years
included within the term of this Agreement. Fund XX may offset
against, pay to itself and deduct from any payment due to Rafter
under this Agreement, and may pay to itself the amount of
Rafter's share of any legitimate expenses of the Premises which
are not paid by Rafter to Fund XX or its assigns, within ten (10)
days after demand by Fund XX. In the event there is insufficient
operating income from which to deduct Rafter's unpaid share of
operating expenses, Fund XX may pursue any and all legal remedies
for collection.
Operating Expenses shall include all normal operating expense,
including but not limited to: maintenance, utilities, supplies,
labor, management, advertising and promotional expenses, salaries
and wages of rental and management personnel, leasing commissions
to third parties, a monthly accrual to pay insurance premiums,
real estate taxes, installments of special assessments and for
structural repairs and replacements, management fees, legal fees
and accounting fees, but excluding all operating expenses paid by
Tenant under terms of any lease agreement of the Premises.
Rafter has no requirement to, but has, nonetheless elected to
retain, and agrees to annually reimburse, Fund XX in the amount
of $744 for the expenses, direct and indirect, incurred by Fund
XX in providing Rafter with quarterly accounting and
distributions of Rafter's share of net income and for tracking,
reporting and assessing the calculation of Rafter's share of
operating expenses incurred from the Premises. This invoice
amount shall be pro-rated for partial years and Rafter authorizes
Fund XX to deduct such amount from Rafter's share of revenue from
the Premises. Rafter may terminate this agreement in this
paragraph respecting accounting and distributions at any time and
attempt to collect its share of rental income directly from the
tenant; however, enforcement of all other provisions of the lease
remains the sole right of Fund XX pursuant to Section 1 hereof.
Fund XX may terminate its obligation under this paragraph upon 30
days notice to Rafter prior to the end of each anniversary
hereof, unless agreed in writing to the contrary.
3. Full, accurate and complete books of account shall be kept
in accordance with generally accepted accounting principles at
Fund XX's principal office, and each Co-Tenant shall have access
to such books and may inspect and copy any part thereof during
normal business hours. Within ninety (90) days after the end of
each calendar year during the term hereof, Fund XX shall prepare
an accurate income statement for the ownership of the Premises
for said calendar year and shall furnish copies of the same to
all Co-Tenants. Quarterly, as its share, Rafter shall be entitled
to receive 15.2521% of all items of income and expense generated
by the Premises. Upon receipt of said accounting, if the
payments received by each Co-Tenant pursuant to this Paragraph 3
do not equal, in the aggregate, the amounts which each are
entitled to receive proportional to its share of ownership with
respect to said calendar year pursuant to Paragraph 2 hereof, an
appropriate adjustment shall be made so that each Co-Tenant
receives the amount to which it is entitled.
4. If Net Income from the Premises is less than $0.00 (i.e.,
the Premises operates at a loss), or if capital improvements,
repairs, and/or replacements, for which adequate reserves do not
exist, need to be made to the Premises, the Co-Tenants, upon
receipt of a written request therefor from Fund XX, shall, within
fifteen (15) business days after receipt of notice, make payment
to
Co-Tenant Initial: /s/ HMR
Co-Tenancy Agreement for Applebee's, Middletown, OH
Fund XX sufficient to pay said net operating losses and to
provide necessary operating capital for the premises and to pay
for said capital improvements, repairs and/or replacements, all
in proportion to their undivided interests in and to the
Premises.
5. Co-Tenants may, at any time, sell, finance, or otherwise
create a lien upon their interest in the Premises but only upon
their interest and not upon any part of the interest held, or
owned, by any other Co-Tenant. All Co-Tenants reserve the right
to escrow proceeds from a sale of their interests in the Premises
to obtain tax deferral by the purchase of replacement property.
6. If any Co-Tenant shall be in default with respect to any of
its obligations hereunder, and if said default is not corrected
within thirty (30) days after receipt by said defaulting Co-
Tenant of written notice of said default, or within a reasonable
period if said default does not consist solely of a failure to
pay money, the remaining Co-Tenant(s) may resort to any available
remedy to cure said default at law, in equity, or by statute.
7. This property management agreement shall continue in full
force and effect and shall bind and inure to the benefit of the
Co-Tenant and their respective heirs, executors, administrators,
personal representatives, successors and permitted assigns until
July 14, 2029 or upon the sale of the entire Premises in
accordance with the terms hereof and proper disbursement of the
proceeds thereof, whichever shall first occur. Unless
specifically identified as a personal contract right or
obligation herein, this agreement shall run with any interest in
the Property and with the title thereto. Once any person, party
or entity has ceased to have an interest in fee in any portion of
the Entire Property, it shall not be bound by, subject to or
benefit from the terms hereof; but its heirs, executors,
administrators, personal representatives, successors or assigns,
as the case may be, shall be substituted for it hereunder.
8. Any notice or election required or permitted to be given or
served by any party hereto to, or upon any other, shall be deemed
given or served in accordance with the provisions of this
Agreement, if said notice or elections addressed as follows;
If to Fund XX:
AEI Net Lease Income & Growth Fund XX Limited Partnership
1300 Minnesota World Trade Center
30 E. Seventh Street
St. Paul, Minnesota 55101
If to Rafter:
Helen M. Rafter
19111 N. 95th Avenue
Peoria, AZ 85382
If to Koller:
Joan Koller, Trustee
16001 Ballantine Lane
Huntington Beach, CA 92647
Co-Tenant Initial: /s/ HMR
Co-Tenancy Agreement for Applebee's, Middletown, OH
If to Amend:
James Edward & Katherine Marie Amend
13993 Mc Arthur Trail
Amarillo, TX 79118
If to Edsall:
David E. and Mary Joan Edsall
84 N. Audubon Road
Indianapolis, IN 46219
If to DeVito:
Vito DeVito Francesco
P.O. Box 591
Ontario, CA 91762
If to Abbott:
Richard Abbott
Marjory Abbott
524 Roslyn
East Williston, NY 11596
Each mailed notice or election shall be deemed to have been given
to, or served upon, the party to which addressed on the date the
same is deposited in the United States certified mail, return
receipt requested, postage prepaid, or given to a nationally
recognized courier service guaranteeing overnight delivery as
properly addressed in the manner above provided. Any party hereto
may change its address for the service of notice hereunder by
delivering written notice of said change to the other parties
hereunder, in the manner above specified, at least ten (10) days
prior to the effective date of said change.
9. This Agreement shall not create any partnership or joint
venture among or between the Co-Tenants or any of them, and the
only relationship among and between the Co-Tenants hereunder
shall be that of owners of the premises as tenants in common
subject to the terms hereof.
10. The unenforceability or invalidity of any provision or
provisions of this Agreement as to any person or circumstances
shall not render that provision, nor any other provision hereof,
unenforceable or invalid as to any other person or circumstances,
and all provisions hereof, in all other respects, shall remain
valid and enforceable.
11. In the event any litigation arises between the parties
hereto relating to this Agreement, or any of the provisions
hereof, the party prevailing in such action shall be entitled to
receive from the losing party, in addition to all other relief,
remedies and damages to which it is otherwise entitled, all
reasonable costs and expenses, including reasonable attorneys'
fees, incurred by the prevailing party in connection with said
litigation.
The remainder of this page intentionally left blank
Co-Tenant Initial: /s/ HMR
Co-Tenancy Agreement for Applebee's, Middletown, OH
IN WITNESS WHEREOF, The parties hereto have caused this Agreement
to be executed and delivered, as of the day and year first above
written.
Rafter Helen M. Rafter
By: /s/ Helen M Rafter
Helen M. Rafter
WITNESS:
/s/ Clarice E Reed
Clarice E Reed
(Print Name)
WITNESS:
/s/ Wanda Vardel
Wanda Vardel
(Print Name)
STATE OF ARIZONA)
) ss
COUNTY OF MARICOPA)
The foregoing instrument was acknowledged before me, a
Notary Public in and for the County and State aforesaid,
this 2nd day of January,1998, by Ellen Rendino, Notary
Public.
/s/ Ellen Rendino
[notary seal] Notary Public
Fund XX AEI Net Lease Income & Growth Fund XX Limited Partnership
By: AEI Fund Management XX, Inc., its corporate general partner
By: /s/ Robert P Johnson
Robert P. Johnson, President
WITNESS:
/s/ Dawn E Campbell
Dawn E Campbell
(Print Name)
WITNESS:
/s/ Debra L Achman
Debra L Achman
(Print Name)
State of Minnesota )
) ss.
County of Ramsey )
I, a Notary Public in and for the state and county of aforesaid,
hereby certify there appeared before me this 7th day of January,
1998, Robert P. Johnson, President of AEI Fund Management XX,
Inc., corporate general partner of AEI Net Lease Income & Growth
Fund XX Limited Partnership who executed the foregoing instrument
in said capacity and on behalf of the corporation in its capacity
as corporate general partner, on behalf of said limited
partnership.
/s/ Lauran M Steidl
[notary seal] Notary Public
Co-Tenant Initial: /s/ HMR
Co-Tenancy Agreement for Applebee's, Middletown, OH
EXHIBIT "A"
Situated in the State of Ohio, County of Warren, City of
Middletown, Section 3, Town 2 East, Range 4 North, Franklin
Township;
Being Lot Number Five (5) of MIDDLETOWN CROSSING, as the same is
numbered and delineated upon the recorded plat thereof, of record
in Plat Book 27, pages 15 and 16, Recorder's Office, Warren
Coutny, Ohio.
Subject to all covenants, conditions, restrictions and easements
of record.
PROPERTY CO-TENANCY
OWNERSHIP AGREEMENT
(Champps Restaurant - Lyndhurst, OH)
THIS CO-TENANCY AGREEMENT,
Made and entered into as of the 27th day of January, 1998, by and
between Richard W. Anderson and Marilyn R. Anderson, trustees of
the Anderson Family Trust, dated April 21, 1988 (hereinafter
called "Anderson") and AEI Net Lease Income & Growth Fund XX
Limited Partnership (hereinafter called "Fund XX"). Anderson,
Fund XX (and any other Owner in Fee where the context so
indicates) being hereinafter sometimes collectively called "Co-
Tenants" and referred to in the neuter gender).
WITNESSETH:
WHEREAS, Fund XX presently owns an undivided 85.21315% interest
in and to, and Anderson presently owns an undivided 9.18047%
interest in and to, and Max and Celia Katz, married as tenants in
common presently owns an undivided 5.60638% interest in and to
the land, situated in the City of Lyndhurst, County of Cuyahoga,
and State of OH, (legally described upon Exhibit A attached
hereto and hereby made a part hereof) and in and to the
improvements located thereon (hereinafter called "Premises");
WHEREAS, The parties hereto wish to provide for the orderly
operation and management of the Premises and Anderson's interest
by Fund XX; the continued leasing of space within the Premises;
for the distribution of income from and the pro-rata sharing in
expenses of the Premises.
NOW THEREFORE, in consideration of the purchase by Anderson of an
undivided interest in and to the Premises, for at least One
Dollar ($1.00) and other good and valuable consideration by the
parties hereto to one another in hand paid, the receipt and
sufficiency of which are hereby acknowledged, and of the mutual
covenants and agreements herein contained, it is hereby agreed by
and between the parties hereto, as follows:
1. The operation and management of the Premises shall be
delegated to Fund XX, or its designated agent, successors or
assigns. Provided, however, if Fund XX shall sell all of its
interest in the Premises, the duties and obligations of Fund XX
respecting management of the Premises as set forth herein,
including but not limited to paragraphs 2, 3, and 4 hereof, shall
be exercised by the holder or holders of a majority undivided co-
tenancy interest in the Premises. Except as hereinafter expressly
provided to the contrary, each of the parties hereto agrees to be
bound by the decisions of Fund XX with respect to all
administrative, operational and management matters of the
property comprising the Premises, including but not limited to
the management of the net lease agreement for the Premises. The
parties hereto hereby designate Fund XX as their sole and
exclusive agent to deal with, and Fund XX retains the sole right
to deal with, any property agent or tenant and to monitor,
execute and enforce the terms of leases of space within the
Premises, including but not limited to any Andersonments,
consents to assignment, sublet, releases or modifications to
leases or guarantees of lease or easements affecting the
Premises, on behalf of Anderson. As long as Fund XX owns an
interest in the Premises, only Fund XX may obligate Anderson with
respect to any expense for the Premises.
As further set forth in paragraph 2 hereof, Fund XX agrees to
require any lessee of the Premises to name Anderson as an insured
or additional insured in all insurance policies provided for, or
contemplated by, any lease on the Premises. Fund XX shall use its
best efforts to obtain endorsements adding Co-Tenants to said
policies from lessee within 30 days of commencement of this
Co-Tenant Initial: /s/ RWA /s/ MRA
Co-Tenancy Agreement for Champps, Lyndhurst, OH
agreement. In any event, Fund XX shall distribute any insurance
proceeds it may receive, to the extent consistent with any lease
on the Premises, to the Co-Tenants in proportion to their
respective ownership of the Premises.
2. Income and expenses shall be allocated among the Co-Tenants
in proportion to their respective share(s) of ownership. Shares
of net income shall be pro-rated for any partial calendar years
included within the term of this Agreement. Fund XX may offset
against, pay to itself and deduct from any payment due to
Anderson under this Agreement, and may pay to itself the amount
of Anderson's share of any legitimate expenses of the Premises
which are not paid by Anderson to Fund XX or its assigns, within
ten (10) days after demand by Fund XX. In the event there is
insufficient operating income from which to deduct Anderson's
unpaid share of operating expenses, Fund XX may pursue any and
all legal remedies for collection.
Operating Expenses shall include all normal operating expense,
including but not limited to: maintenance, utilities, supplies,
labor, management, advertising and promotional expenses, salaries
and wages of rental and management personnel, leasing commissions
to third parties, a monthly accrual to pay insurance premiums,
real estate taxes, installments of special assessments and for
structural repairs and replacements, management fees, legal fees
and accounting fees, but excluding all operating expenses paid by
Tenant under terms of any lease agreement of the Premises.
Anderson has no requirement to, but has, nonetheless elected to
retain, and agrees to annually reimburse, Fund XX in the amount
of $917 for the expenses, direct and indirect, incurred by Fund
XX in providing Anderson with quarterly accounting and
distributions of Anderson's share of net income and for tracking,
reporting and assessing the calculation of Anderson's share of
operating expenses incurred from the Premises. This invoice
amount shall be pro-rated for partial years and Anderson
authorizes Fund XX to deduct such amount from Anderson's share of
revenue from the Premises. Anderson may terminate this agreement
in this paragraph respecting accounting and distributions at any
time and attempt to collect its share of rental income directly
from the tenant; however, enforcement of all other provisions of
the lease remains the sole right of Fund XX pursuant to Section 1
hereof. Fund XX may terminate its obligation under this
paragraph upon 30 days notice to Anderson prior to the end of
each anniversary hereof, unless agreed in writing to the
contrary.
3. Full, accurate and complete books of account shall be kept
in accordance with generally accepted accounting principles at
Fund XX's principal office, and each Co-Tenant shall have access
to such books and may inspect and copy any part thereof during
normal business hours. Within ninety (90) days after the end of
each calendar year during the term hereof, Fund XX shall prepare
an accurate income statement for the ownership of the Premises
for said calendar year and shall furnish copies of the same to
all Co-Tenants. Quarterly, as its share, Anderson shall be
entitled to receive 9.18047% of all items of income and expense
generated by the Premises. Upon receipt of said accounting, if
the payments received by each Co-Tenant pursuant to this
Paragraph 3 do not equal, in the aggregate, the amounts which
each are entitled to receive proportional to its share of
ownership with respect to said calendar year pursuant to
Paragraph 2 hereof, an appropriate adjustment shall be made so
that each Co-Tenant receives the amount to which it is entitled.
4. If Net Income from the Premises is less than $0.00 (i.e.,
the Premises operates at a loss), or if capital improvements,
repairs, and/or replacements, for which adequate reserves do not
exist, need to be made to the Premises, the Co-Tenants, upon
receipt of a written request therefor from Fund XX, shall, within
fifteen (15) business days after receipt of notice, make payment
to Fund XX sufficient to pay said net operating losses and to
provide necessary
Co-Tenant Initial: /s/ RWA /s/ MRA
Co-Tenancy Agreement for Champps, Lyndhurst, OH
operating capital for the premises and to pay for said capital
improvements, repairs and/or replacements, all in proportion to
their undivided interests in and to the Premises.
5. Co-Tenants may, at any time, sell, finance, or otherwise
create a lien upon their interest in the Premises but only upon
their interest and not upon any part of the interest held, or
owned, by any other Co-Tenant. All Co-Tenants reserve the right
to escrow proceeds from a sale of their interests in the Premises
to obtain tax deferral by the purchase of replacement property.
6. If any Co-Tenant shall be in default with respect to any of
its obligations hereunder, and if said default is not corrected
within thirty (30) days after receipt by said defaulting Co-
Tenant of written notice of said default, or within a reasonable
period if said default does not consist solely of a failure to
pay money, the remaining Co-Tenant(s) may resort to any available
remedy to cure said default at law, in equity, or by statute.
7. This property management agreement shall continue in full
force and effect and shall bind and inure to the benefit of the
Co-Tenant and their respective heirs, executors, administrators,
personal representatives, successors and permitted assigns until
April 30, 2031 or upon the sale of the entire Premises in
accordance with the terms hereof and proper disbursement of the
proceeds thereof, whichever shall first occur. Unless
specifically identified as a personal contract right or
obligation herein, this agreement shall run with any interest in
the Premises and with the title thereto. Once any person, party
or entity has ceased to have an interest in fee in any portion of
the Premises, it shall not be bound by, subject to or benefit
from the terms hereof; but its heirs, executors, administrators,
personal representatives, successors or assigns, as the case may
be, shall be substituted for it hereunder. Anderson agrees to
notify Fund 84-A upon the appointment of any successor trustee,
or any amendment of the Anderson Family Trust affecting the
powers of the Trustees to manage or dispose of the Anderson
Trust's interest in the Premises.
8. Any notice or election required or permitted to be given or
served by any party hereto to, or upon any other, shall be deemed
given or served in accordance with the provisions of this
Agreement, if said notice or elections addressed as follows;
If to Fund XX:
AEI Net Lease Income & Growth Fund XX Limited Partnership
1300 Minnesota World Trade Center
30 E. Seventh Street
St. Paul, Minnesota 55101
If to Anderson:
Richard W. and Marilyn R. Anderson
1863 Highway 3
Cherokee, IA 51012
If to Katz:
Max and Celia Katz
111 SE 3rd Avenue
#307B
Dania, FL 33004-3721
Co-Tenant Initial: /s/ RWA /s/ MRA
Co-Tenancy Agreement for Champps, Lyndhurst, OH
Each mailed notice or election shall be deemed to have been given
to, or served upon, the party to which addressed on the date the
same is deposited in the United States certified mail, return
receipt requested, postage prepaid, or given to a nationally
recognized courier service guaranteeing overnight delivery as
properly addressed in the manner above provided. Any party hereto
may change its address for the service of notice hereunder by
delivering written notice of said change to the other parties
hereunder, in the manner above specified, at least ten (10) days
prior to the effective date of said change.
9. This Agreement shall not create any partnership or joint
venture among or between the Co-Tenants or any of them, and the
only relationship among and between the Co-Tenants hereunder
shall be that of owners of the premises as tenants in common
subject to the terms hereof.
10. The unenforceability or invalidity of any provision or
provisions of this Agreement as to any person or circumstances
shall not render that provision, nor any other provision hereof,
unenforceable or invalid as to any other person or circumstances,
and all provisions hereof, in all other respects, shall remain
valid and enforceable.
11. In the event any litigation arises between the parties
hereto relating to this Agreement, or any of the provisions
hereof, the party prevailing in such action shall be entitled to
receive from the losing party, in addition to all other relief,
remedies and damages to which it is otherwise entitled, all
reasonable costs and expenses, including reasonable attorneys'
fees, incurred by the prevailing party in connection with said
litigation.
The remainder of this page left blank intentionally.
Co-Tenant Initial: /s/ RWA /s/ MRA
Co-Tenancy Agreement for Champps, Lyndhurst, OH
IN WITNESS WHEREOF, The parties hereto have caused this Agreement
to be executed and delivered, as of the day and year first above
written.
ANDERSON RICHARD W. AND MARILYN R. ANDERSON, TRUSTEES OF THE
ANDERSON FAMILY TRUST
By: /s/ Richard W Anderson
Richard W. Anderson
WITNESS:
/s/ Randy M Long
Randy M Long
(Print Name)
WITNESS:
/s/ Susan C Thiesen
Susan C Thiesen
(Print Name)
STATE OF CALIFORNIA)
) ss
COUNTY OF FRESNO)
I, a Notary Public in and for the state and county of aforesaid,
hereby certify there appeared before me this 30th day of
December, 1997, Richard W. Anderson, who executed the foregoing
instrument in said capacity and on behalf of the said Trust.
By:/s/ Marilyn R Anderson /s/ Kirsten L Dry
Marilyn R. Anderson [notary seal]
WITNESS:
/s/ Randy M Long
Randy M Long
(Print Name)
WITNESS:
/s/ Susan C Thiesen
Susan C Thiesen
(Print Name)
STATE OF CALIFORNIA)
) ss
COUNTY OF FRESNO)
I, a Notary Public in and for the state and county of aforesaid,
hereby certify there appeared before me this 30th day of
December, 1997, Marilyn R. Anderson, who executed the foregoing
instrument in said capacity and on behalf of the said Trust.
/s/ Kirsten L Dry
[notary seal]
Co-Tenant Initial: /s/ RWA /s/ MRA
Co-Tenancy Agreement for Champps, Lyndhurst, OH
Fund XX AEI NET LEASE INCOME & GROWTH FUND XX Limited Partnership
By: AEI Fund Management XX, Inc., its corporate general partner
By: /s Robert P Johnson
Robert P. Johnson, President
WITNESS:
/s/ Jo Ann Rath
Jo Ann Rath
(Print Name)
WITNESS:
/s/ Sadie-jo D Hansen
Sadie-jo D Hansen
(Print Name)
State of Minnesota )
) ss.
County of Ramsey )
I, a Notary Public in and for the state and county of aforesaid,
hereby certify there appeared before me this 27th day of January,
1998, Robert P. Johnson, President of AEI Fund Management XX,
Inc., corporate general partner of AEI Net Lease Income & Growth
Fund XX Limited Partnership who executed the foregoing instrument
in said capacity and on behalf of the corporation in its capacity
as corporate general partner, on behalf of said limited
partnership.
/s/ Laura M Steidl
[notary seal] Notary Public
Co-Tenant Initial: /s/ RWA /s/ MRA
Co-Tenancy Agreement for Champps, Lyndhurst, OH
Exhibit A, page 1 of 4
Parcel No. 1 (fee)
Situated in the City of Lyndhurst, County of Cuyahoga and State
of Ohio, and know as being part Original Mayfield Township Lot
Nos. 29 and 30, further bounded and described as follows:
Beginning at a point being the intersection of the centerline of
Cedar Road (60 feet wide) and the centerline of Landerbrook Drive
(60 feet wide),
thence along the centerline of Landerbrook Drive North 00 deg. 17
min. 45 sec. West, 599.77 feet to a point of curvature therein,
thence along the arc of a curve deflecting to the right having a
radius of 178.83 feet, a chord bearing North 31 deg. 22 min. 40
sec. East, 187.80 feet an arc distance of 197.72 feet to a point
of tangency in said centerline of Landerbrook Drive,
thence North 63 deg. 03 min. 06 sec. East, 117.29 feet along the
centerline of Landerbrook Drive to a point,
thence North 26 deg. 56 min. 54 sec. West, 330.89 feet to a
point, said point being the Southeast corner of the City of
Lyndhurst and the City of Mayfield Heights and the principal
point of beginning of the parcel herein described,
Course No. 1: thence North 26 deg. 56 min. 54 sec. West, along
the Easterly corporation line of the City of Lyndhurst, 384.51
feet to a point on the Southerly limited access right-of-way line
of Interstate 271, Course No. 2: thence South 59 deg. 21 min. 11
sec. West along the Southerly limited access right-of-way line of
Interstate 271, 198.18 feet to a point,
Course No. 3: thence South 14 deg. 10 min. 52 sec. East, 381.15
feet to a point on the Southerly corporation line of the City of
Lyndhurst, Course No. 4: thence North 63 deg. 03 min. 06 sec.
East, along the Southerly corporation line of the City of
Lyndhurst, 282.00 feet to the principal point of beginning and
containing 2.0756 acres of land be the same more or less, but
subject to all legal highways and easements of record. Bearings
cited within the above description are to an assumed meridian and
indicate angles only.
Parcel No. 2 (Easement for general ingress and egress, parking
and utilities)
Situated in the City of Mayfield Heights, County of Cuyahoga and
State of Ohio, and known as being part of Original Mayfield
Township Lot Nos. 29 and 30, Tract No. 3 bounded and described as
follows:
Beginning at the centerline intersection of Cedar Road and
Landerbrook Drive (50 feet wide),
thence along the centerline of Landerbrook Drive as recorded in
Volume 244, Page 21 of Cuyahoga County Map Records, North 00
degrees 17 minutes 45 seconds West, 385.39 feet to a point,
thence North 89 degrees 51 minutes 07 seconds West, 30.00 feet to
the Westerly right of way line of said Landerbrook Drive and the
principal point of beginning of the parcel herein described,
Course No. 1 - Thence North 89 degrees 51 minutes 07 seconds
West, 445.35 feet to the Easterly line of land as conveyed to
Georgetown of Lyndhurst Condominium in Volume 41, Page 14 of
Cuyahoga County Map Records,
Exhibit A, page 2 of 4
Course No. 2 - Thence North 00 degrees 45 minutes 30 seconds East
456.96 feet along said Easterly line of Georgetown of Lyndhurst
Condominium to a point,
Course No. 3 - Thence North 63 degrees 03 minutes 06 seconds
East, 584.04 feet to a point,
Course No. 4 - Thence North 26 degrees 56 minutes 54 seconds
West, 50.00 feet to a point,
Course No. 5 - Thence North 63 degrees 03 minutes 06 seconds
East, 272.40 feet to a point
Course No. 6 - Thence South 26 degrees 56 minutes 54 seconds
East, 191.89 feet to a point,
Course No. 7 - Thence South 18 degrees 03 minutes 06 seconds
West, 82.02 feet to a point,
Course No. 8 - Thence South 26 degrees 56 minutes 54 seconds
East, 101.00 feet to a point,
Course No. 9 - Thence South 63 degrees 03 minutes 06 seconds
West, 331.70 feet to a point,
Course No. 10- Thence along the arc of a curve deflecting to the
left 230.89 feet, said curve having a radius of 208.83 feet and a
chord bearing South 31 degrees 22 minutes 40 seconds West, 219.31
feet along said Westerly right-of-way line to a point of
tangency,
Course No. 11- Thence continuing along said Westerly right-of-way
line South 00 degrees 17 minutes 45 seconds East, 214.15 feet to
the principal point of beginning and containing 9.008 acres of
land more or less, but subject to all legal highways and
easements of record.
Parcel No. 3: (Easement for general ingress and egress, parking
and utilities)
Situated in the City of Mayfield Heights, County of Cuyahoga and
State of Ohio and known as being part of Original Mayfield
Township Lot Nos. 29 and 30, Tract No. 3 bounded and described as
follows:
Beginning at the centerline intersection of Cedar Road and
Landerbrook Drive (60 feet wide),
thence along the centerline of Landerbrook Drive as recorded in
Volume 244, Page 21 of Cuyahoga County Map Records, North 00 deg.
17 min. 45 sec. West, 599.77 feet to a point,
thence South 89 deg. 42 min. 15 sec. West, 30.00 feet to the
Westerly right of way line of said Landerbrook Drive,
thence along the arc of a curve deflecting to the right 230.89
feet, said curve having a radius of 208.83 feet, a chord bearing
North 31 deg. 22 min. 40 sec. East, 219.31 feet to a point of
tangency,
thence North 63 deg. 03 min. 06 sec. East, 331.70 feet to a point
being the principal point of beginning of the parcel herein
described,
Course No. 1: thence North 26 deg. 56 min. 54 sec. West 101.00
feet to a point,
Course No. 2: thence North 18 deg. 03 min. 06 sec. East, 82.02
feet to a point,
Course No. 3: thence North 26 deg. 56 min. 54 sec. West, 191.89
feet to a point,
Course No. 4: thence South 63. deg 03. min. 06 sec. West, 272.40
feet to a point,
Course No. 5: thence North 26 deg. 56 min. 54 sec. West 334.51
feet to the Southerly right of way of Interstate Route 271,
Course No. 6: thence North 59 deg. 21 min. 11 sec. East, 71.30
feet along said right of way of Interstate Route 271 to a point,
Exhibit A 3 of 4
Course No. 7: thence North 63 deg. 03 min. 06 sec. East, 443.25
feet along said right of way of Interstate Route 271 to a point,
Course No. 8: thence South 26 deg. 56 min. 54 sec. East, 690.00
feet to the Northerly right of way of said Landerbrook Drive to a
point,
Course No. 9: thence South 63 deg. 03 min. 06 sec. West, 300.00
feet to the principal point of beginning and containing 6.123
acres of land more or less, but subject to all legal highways and
easements of record.
Parcel No. 4 (Utility and Ingress-Egress Easement)
Situated in the City of Mayfield Heights and partly in the City
of Lyndhurst, County of Cuyahoga and State of Ohio, and known as
being part of Original Mayfield Township Lot Nos. 29 and 30,
Tract 3 bounded and described as follows:
Beginning at the intersection of the centerlines of Cedar Road
and Landerbrook Drive (60 feet wide),
thence along the centerline of Landerbrook Drive as recorded in
Volume 235, Page 37 of Cuyahoga County Map Records, North 0
degrees 17 minutes 45 seconds West, 599.77 feet to a point,
thence North 89 degrees 42 minutes 15 seconds West, 30.00 feet to
a point in the curved Northwesterly sideline of Landerbrook
Drive,
thence along the arc of said Northwesterly sideline deflecting to
the right having a radius of 208.83 feet, a chord bearing North
31 degrees 22 minutes 40 seconds East, 219.31 feet an arc
distance of 230.89 feet to a point of tangency therein,
thence North 63 degrees 03 minutes 06 seconds East, along the
Northwesterly sideline of Landerbrook Drive, 30.15 feet to the
principal point of beginning of the Utility and Ingress-Egress
Easement herein
described
Course No. 1 - Thence North 7 degrees 35 minutes 03 seconds East,
100.77 feet to a point,
Course No. 2 - Thence North 26 degrees 56 minutes 54 seconds
West, 134.86 feet to a point,
Course No. 3 - Thence North 71 degrees 56 minutes 54 seconds
West, 115.17 feet to a point,
Course No. 4 - Thence North 26 degrees 56 minutes 54 seconds
West, 48.61 feet to a point,
Course No. 5 - Thence North 18 degrees 03 minutes 06 seconds
East, 133.16 feet to a point,
Course No. 6 - Thence North 63 degrees 03 minutes 06 seconds East
42.08 feet to a point,
Course No. 7 - Thence South 26 degrees 56 minutes 54 seconds
East, 11.21 feet to a point,
Course No. 8 - Thence South 71 degrees 56 minutes s54 seconds
East 104.42 feet to a point,
Course No. 9 - Thence South 26 degrees 56 minutes 54 seconds
East, 6.14 feet to a point,
Course No. 10- Thence North 63 degrees 03 minutes 06 seconds
East, 150.30 feet to a point,
Course No. 11- Thence North 26 degrees 56 minutes 54 seconds
West, 125.08 feet to a point,
Course No. 12- Thence North 43 degrees 07 minutes 26 seconds
West, 222.85 feet to a point in the Southeasterly Limited Access
Right-of-Way of Interstate 271,
Course No. 13- Thence North 63 degrees 03 minutes 06 seconds
East, along
Exhibit A, page 4 of 4
the Southeasterly Limited Access Right-of-Way of Interstate 271,
a distance of 41.65 feet to a point,
Course No. 14- Thence South 43 degrees 07 minutes 26 seconds
East, 193.47 feet to a point,
Course No. 15- Thence South 26 degrees 56 minutes 54 seconds
East, 504.28 feet to a point,
Course No. 16- Thence South 63 degrees 03 minutes 06 seconds
West, along the Northwesterly sideline of Landerbrook Drive,
50.00 feet to a point,
Course No. 17- Thence North 26 degrees 56 minutes 54 seconds
East, 310.89 feet to a point,
Course No. 18- Thence South 63 degrees 03 minutes 06 seconds
West, 112.31 feet to a point,
Course No. 19- Thence South 18 degrees 03 minutes 06 seconds
West, 127.40 feet to a point,
Course No. 20- Thence South 26 degrees 56 minutes 54 seconds
East, 220.80 feet to a point in the Northwesterly sideline of
Landerbrook Drive,
Course No. 21- Thence South 63 degrees 03 minutes 06 seconds
West, along the Northwesterly sideline of Landerbrook Drive
117.13 feet to the principal point of beginning and containing
1.947 acres of land be the same more or less, but subject to all
legal highways and easements of record.
Parcel No. 5 (Easement Estate)
Easement Rights created, defined and described in the Reciprocal
Easement Agreement dated as of June 27, 1995, filed for record
July 5, 1995 at 2:34 P.M., and recorded in Volume 95-05300, Page
16, as amended in the First Amendment to Reciprocal Easement
Agreement dated as March 26, 1996, filed for record April 10,
1996 at 3:42 P.M., and recorded in Volume 96-03123, Page 33 of
Cuyahoga County Records.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000894245
<NAME> AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 2,112,414
<SECURITIES> 0
<RECEIVABLES> 65,985
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,178,399
<PP&E> 17,560,212
<DEPRECIATION> (972,278)
<TOTAL-ASSETS> 18,766,333
<CURRENT-LIABILITIES> 293,254
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 18,473,079
<TOTAL-LIABILITY-AND-EQUITY> 18,766,333
<SALES> 0
<TOTAL-REVENUES> 2,003,892
<CGS> 0
<TOTAL-COSTS> 1,371,420
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<INCOME-PRETAX> 1,105,047
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,105,047
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