0000759859-95-000001.txt : 19950918 0000759859-95-000001.hdr.sgml : 19950918 ACCESSION NUMBER: 0000759859-95-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 19950830 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950915 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANGELES PARTNERS XIV CENTRAL INDEX KEY: 0000759859 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953959771 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14284 FILM NUMBER: 95574008 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: P.O. BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 31, 1995 ANGELES PARTNERS XIV (Exact name of registrant as specified in its charter) CALIFORNIA 0-14248 95-3959771 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification Number) One Insignia Financial Plaza Post Office Box 1089 Greenville, South Carolina 29602 (Address of Principal Executive Office) Registrant's telephone number, including area code (803) 239-1000 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On August 31, 1995, the Partnership sold Building 47 of the Dayton Industrial Complex, located at 3920 Space Drive, Vandalia, Ohio, 45377. The property was sold to Mid-States Development Company, an affiliate of Miller- Valentine Realty, an Ohio corporaton ("MV"). In March 1992, the Partnership entered into an incentive management agreement with MV. An affiliate of MV was the original seller of the Dayton Industrial Complex to the Partnership. Pursuant to the agreement, MV was appointed exclusive leasing agent, property manager and sales agent for these properties. The General Partner believed that the sale of the property was in the best interest of the Partnership. Total consideration was $4,192,500. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (B). PRO FORMA FINANCIAL INFORMATION Building 47 of the Dayton Industrial Complex was sold on August 31, 1995, to a related third party. The following unaudited condensed balance sheet of the Partnership assumes the property had been disposed of at June 30, 1995. Pro Forma Balance Sheet (Unaudited)
June 30, June 30, 1995 Pro Forma 1995 As Reported Adjustments Pro Forma Cash $ 416,632 $ 416,632 Other assets 1,960,638 $ (87,473) (1) 1,873,165 Land 4,943,257 (793,201) (1) 4,150,056 Buildings & related personal property 26,177,073 (3,196,467) (1) 22,980,606 Total assets $ 33,497,600 $(4,077,141) $ 29,420,459 Accounts payable and accrued liabilities $ 5,010,083 $ (87,802) (1) $ 4,922,281 Notes payable 52,207,089 (4,019,875) (1) 48,187,214 Total liabilities 57,217,172 (4,107,677) 53,109,495 Partners' deficit (23,719,572) 30,536 (1) (23,689,036) Total liabilities and partner's deficit $ 33,497,600 $(4,077,141) $ 29,420,459 (1) Represents pro forma adjustments to reflect the removal of assets and liabilities related to the sale of Building 47 of the Dayton Industrial Complex.
The following pro forma statements of loss assume that Building 47 of the Dayton Industrial Complex had been sold as of December 31, 1994 and 1993, respectively. The following pro forma statements of loss do not reflect the gain for financial statement purposes incurred as a result of the sale. Pro Forma Statements of Loss (Unaudited)
For the six months ended June 30, 1995 As Reported Adjustments Pro Forma Total Revenue $ 4,115,092 $ (327,226) (2) $ 3,787,866 Operating expenses 929,220 (2,848) (2) 926,372 General and administrative 140,833 (8,176) (2) 132,657 Property management fees 179,431 (9,817) (2) 169,614 Maintenance 285,744 (7,762) (2) 277,982 Depreciation and amortization 1,498,430 (179,685) (2) 1,318,745 Interest 2,907,721 (254,282) (2) 2,653,439 Property taxes 215,468 (25,948) (2) 189,520 Tenant reimbursements (20,088) 1,785 (2) (18,303) Total expenses 6,136,759 (486,733) (2) 5,650,026 Net loss $(2,021,667) $ 159,507 $(1,862,160) Per limited partnership unit: Net loss $ (45.34) $ 3.58 $ (41.76) Weighted average number of units 44,139 44,139 (2) Represents pro forma adjustments to remove revenues and expenses related to Building 47 of the Dayton Industrial Complex as a result of the sale. Certain reclassifications have been made to the 1994 balances to conform to the 1995 presentation.
Pro Forma Statements of Loss (Unaudited)
For the twelve months ended December 31, 1994 As Reported Adjustments Pro Forma Total Revenue $ 9,029,829 $ (623,009) (2) $ 8,406,820 Operating expenses 1,454,310 (8,731) (2) 1,445,579 General and administrative 806,715 (22,032) (2) 784,683 Property management fees 401,005 (17,854) (2) 383,151 Maintenance 805,333 (30,439) (2) 774,894 Depreciation and amortization 3,349,862 (338,923) (2) 3,010,939 Interest 6,426,604 (494,403) (2) 5,932,201 Property taxes 585,174 (49,423) (2) 535,751 Bad debt expense 21,672 -- 21,672 Tenant reimbursements (60,712) 4,201 (2) (56,511) Total expenses 13,789,963 (957,604) (2) 12,832,359 Loss from operations (4,760,134) 334,595 (2) (4,425,539) Gain on sale of investment properties 1,788,147 -- 1,788,147 Loss on transfer of property in foreclosure (570,258) -- (570,258) Loss on disposal of property (33,204) -- (33,204) Loss before extraordinary item (3,575,449) 334,595 (3,240,854) Extraordinary gain on early extinguishment of debt 2,243,516 -- 2,243,516 Net loss $(1,331,933) $ 334,595 $ (997,338) Per limited partnership unit: Loss before extraordinary item $ (80.19) $ 7.50 $ (72.69) Income from extraordinary item 50.32 -- 50.32 Net loss $ (29.87) $ 7.50 $ (22.37) Weighted average number of units 44,139 44,139 (2) Represents pro forma adjustments to remove revenues and expenses related to Building 47 of the Dayton Industrial Complex as a result of the sale. Certain reclassifications have been made to the 1994 balances to conform to the 1995 presentation.
EXHIBIT INDEX EXHIBIT 10.13 Purchase Agreement - Building 47 of the Dayton Industrial Complex - between the Partnership and Miller-Valentine Partners, dated March 20, 1995. 10.14 Amendment to and Assignment of Purchase Agreement - Building 47 of the Dayton Industrial Complex - between the Partnership, Miller-Valentine Partners and Mid-States Development Company, dated April 27, 1995. 10.15 Amendment to Purchase Agreement - Building 47 of the Dayton Industrial Complex - between the Partnership and Mid-States Development Company, dated June 15, 1995. 10.16 Third Amendment to Purchase Agreement - Building 47 of the Dayton Industrial Complex - between the Partnership and Mid-States Development Company, dated July 19, 1995. 10.17 Assignment of Permits, Etc. - Building 47 of the Dayton Industrial Complex - between the Partnership and Mid-States Development Company, dated August 22, 1995. 10.18 Assignment and Assumption of Leases and Security Deposits - Building 47 of the Dayton Industrial Complex - between the Partnership and Mid-States Development Company, dated August 22, 1995. 10.19 Assignment of Warranties - Building 47 of the Dayton Industrial Complex - between the Partnership and Mid-States Development Company, dated August 22, 1995. 10.20 Bill of Sale and Assignment - Building 47 of the Dayton Industrial Complex - between the Partnership and Mid-States Development Company, dated August 22, 1995. 10.21 Limited Warranty Deed - Building 47 of the Dayton Industrial Complex - between the Partnership and Mid-States Development Company, dated August 22, 1995. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ANGELES PARTNERS XIV By: Angeles Realty Corporation II Managing General Partner By: /s/ Carroll D. Vinson Carroll D. Vinson President By: /s/ Robert D. Long, Jr. Robert D. Long, Jr. Controller, Principal Accounting Officer Date: September 15, 1995 EX-10.13 2 PURCHASE AGREEMENT RE: PROJECT 47 THIS PURCHASE AGREEMENT (this "Agreement") is made as of March 20 , 1995 (the "date of this Agreement") between ANGELES PARTNERS XIV, a California limited partnership ("Seller") and MILLER-VALENTINE PARTNERS, an Ohio general partnership ("Purchaser"). Section 1. Description of Property: Agreement of Purchase and Sale. 1.1 Purchase and Sale; Property. Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase and pay for, upon the terms and conditions contained in this Agreement, the following: 1.1.1 The parcel of land located in the City of Vandalia, Montgom- ery County, State of Ohio, as more particularly described in Exhibit A (the "Land"), together with any interest of Seller in any alleys, strips or gores of land, if any adjoining the Land. 1.1.2 An office/industrial building containing approximately 240,600 square feet of gross area and all other buildings, structures, appurte- nances, landscaping and other improvements on the Land (the "Improvements") (the land and improvements are referred to as the "Premises"); 1.1.3 Any building supplies, fuels, intangible rights wherever located including, but not limited to, all plans and specifications, surveys, studies and drawings related to the Premises, all transferable permits and licenses and all warranties and guarantees of contractors, suppliers and manufacturers, all fixtures, machinery and equipment, heating, ventilating and air conditioning equipment and systems, plumbing and electrical equipment and systems, furnishings, furniture, alarm systems, sprinkler systems and all other tangible and intangible personal property that is owned by Seller and attached to, appurtenant to or located in or used in connection with the operation, management or maintenance of the Premises (all of the foregoing being collec- tively referred to as the "Personal Property"); 1.1.4 All right, title and interest of Seller in and to any air rights, riparian rights, easements, right-of-way, rights of ingress or egress, licenses or other interests in or to any land, highway, street, road or avenue, open or proposed, in, on, across, abutting or adjoining, the Land. 1.1.5 Any and all other rights, privileges and appurtenances owned by Seller and in any way related to, or used in connection with, the operation, management, or maintenance of the Premises and/or the Personal Property; and 1.1.6 All right, title and interest of Seller in and to any condemnation award or proceeds of insurance made or to be made in respect of the Premises, the Personal Property or any of the other interests described above. 1.1.7 All right, title and interest of Seller in and to all rents, income, revenues, issues and profits, leases and rental agreements affecting or pertaining to the Premises or any part thereof. The term "Property" as used in this Agreement shall mean all property, whether real or personal, tangible or intangible, set out in this Section 1.1. Section 2. Purchase Price. 2.1 Purchase Price. The total purchase price for the Property shall be $4,192,500.00 (the "Purchase Price), payable at the time of Closing by wire transfer of immediately available Federal Reserve System funds to such account or accounts as Seller and the holders of liens on the Property shall direct. Section 3. Documents and Inspections. 3.1 Seller's Deliveries. Upon execution of this Agreement to the extent not previously delivered, Seller shall deliver to Purchaser correct copies of each of the following documents and materials: 3.1.1 All of the agreements, oral or written, formal or informal, actually known by Seller to pertain to the ownership, management, maintenance and operation of the Property other than agreements entered by the Manager, Miller-Valentine Realty, Inc., as manager of the property. 3.1.2 All plans, specifications and blueprints pertaining to the Improvements that are in Seller's possession. 3.1.3 All certificates of occupancy, licenses, permits, authoriza- tions and approvals, issued by all governmental authorities having jurisdiction over the Property, together with copies of all certificates issued by any local board of fire underwriters (or other body exercising similar functions), if available. 3.1.4 All leases and rental agreements relating or pertaining to the Property or any part thereof other than those which are in the possession of the Manager. 3.2 Entry for Inspection. Immediately upon the execution of this Agreement and thereafter continuously through the date of Closing, Seller shall make the Property available for inspection by Purchaser, and Purchaser's agents, employees and contractors. During that time, Purchaser may, at Purchaser's sole risk and expense, undertake a complete physical inspection of the Property as Purchaser deems appropriate. Purchaser agrees to indemnify and save Seller harmless against all liabilities, claims, damages, penalties, costs and expenses incurred by or asserted against Seller in connection with or arising out of the entry upon the Premises by Purchaser or Purchaser's employees, agents, or contractors. This obligation shall survive the consummation or termination of this Agreement. 3.3 Inspection Period. Purchaser shall have until the date of Closing (the "Inspection Period"), in which to determine whether the condition and suitability of the Property and all of the items delivered to Purchaser pursuant to Section 3.1 are satisfactory to Purchaser. If the Property or any of such items is not satisfactory to Purchaser, Purchaser may elect not to purchase the Property by sending written notice of termination to Seller, postmarked not later than the date of Closing. In such event, this Agreement shall terminate and neither party shall have any further rights or obligations under this Agreement other than those rights and/or obligations that are expressly stated to survive expiration or termination of this Agreement. Section 4. Title and Survey. 4.1 Title; Deed. Prior to Closing, Purchaser shall obtain a commitment for an Owner's Policy of Title Insurance (the "Commitment") issued by Chicago Title Insurance Company (the "Title Company") and dated as of a current date, pursuant to which the Title Company shall commit to issue to Purchaser an ALTA Owner's Policy of Title Insurance, in the amount of the Purchase Price, with all printed General Exceptions of Schedule B of the title policy form deleted, insuring in Purchaser marketable fee simple title to the Premises, subject only to the "Permitted Exceptions" as defined below. At the Closing, and as a condition to Purchaser's obligations under this Agreement, the Title Company shall deliver to Purchaser the policy of title insurance in accordance with the Commitment. At Closing, Seller will convey the Premises to Purchaser by transferable and recordable limited warranty deed, conveying marketable title to Purchaser, or its nominee, free and clear of all defects, liens, claims, encumbrances, easements, restrictions, covenants, conditions, encroachments, assessments (general or special) or any other exceptions, including but not limited to the printed General Exceptions of Schedule B of the title policy form, except for the following (the "Permitted Exceptions"): (a) All legal highways. (b) Zoning, building and other laws, ordinances, codes and regulations; (c) Easements, rights-of-way, covenants and restrictions of record, to the extent that such easements, right-of-way, covenants and restrictions do not interfere with, obstruct, or otherwise impair, in Purchaser's sole judgment, Purchaser's current or in- tended future use and enjoyment of the Premises or Purchaser's plans for the future development of the Premises; and (d) Installments of real estate taxes and assessments which are a lien upon the Premises, but not yet due and payable. Any mortgage or other monetary lien on the Property is to be discharged and paid by Seller at the time of Closing. 4.2 Survey. Prior to Closing, Purchaser (at Seller's cost) shall obtain such survey ("Survey") as is reasonably necessary to cause the title insurer to delete the survey exception from the title insurance policy and to satisfy the requirements of Purchaser's lender, if any, certified to Purchaser, the title insurer, and Purchaser's lender, if any, showing all improvements, easements, roads, highways, and other restrictions affecting the Property. 4.3 U.C.C. Searches. Prior to Closing, Purchaser shall obtain current searches of all uniform commercial code financing statements filed with the Secretary of State of Ohio and the County Recorder's Office in Montgomery County, Ohio, against Seller and against all prior owners of the Property during the past six (6) years. Such searches shall reveal that there are no claims or liens against any of those parties encumbering the Property. If claims or liens are revealed that do or could encumber the Property, then the cure and termina- tion election provisions set forth below shall apply. 4.4 Defects and Cure. 4.4.1 The Commitment, the Survey and the uniform commercial code searches described in Sections 4.1 through 4.3 are referred to as the "Title Evidence." Purchaser shall notify Seller of Purchaser's disapproval of any matter contained in the Title evidence promptly after Purchaser's receipt of all of the Title Evidence and copies of the documents referred to in the Title Evidence as exceptions or exclusions from coverage. Except for real estate taxes that are to be prorated at Closing and mortgages and other monetary liens which, in any event and notwithstanding anything hereinafter to the contrary, shall be discharged and paid at Closing, Purchaser's failure to so notify Seller of disapproval of any matter shall be deemed approval of that matter. If the Title Evidence discloses, with respect to the Survey, conditions that will adversely affect Purchaser's current or future use or enjoyment of the Premises or Purchaser's plans for the future development of the Premises, with respect to the Title Commitment, matters other than the Permitted Exceptions, or with respect to the Uniform Commercial Code searches, liens or claims (collectively, "Defects"), those Defects shall, as a condition to Purchaser's obligations under this Agreement, be cured or removed from the Title Evidence prior to or at Closing, which shall take place on the date specified in Section 7. If Seller fails to cure and remove all Defects within fifteen (15) days after written notice, this Agreement (1) may be terminated, at Purchaser's election, by written notice given to Seller within ten (10) days after expiration of the period allowed for cure, and at Purchaser's option, closing shall be extended until such date; or (2) Purchaser may, at its sole election, proceed to close this transaction notwithstanding such defects. Upon termination, neither party shall have any further rights or obligations under this Agreement other than those rights and/or obligations that are expressly stated to survive consumma- tion or termination of this Agreement. Section 5. Purchaser's Conditions to Closing. The obligation of Purchaser to close the transaction contemplated by this Agreement is subject to the following conditions, inserted for Purchaser's benefit and which may be waived by Purchaser at its sole option by notice to Seller. 5.1 The representations and warranties contained in Section 6 of this Agreement shall be true on the date of Closing in all material respects as though those representations and warranties were made on that date. 5.2 Seller shall not have breached any material affirmative covenant contained in this Agreement to be performed by Seller on or prior to the date of Closing. 5.3 Purchaser shall have either affirmatively approved or shall have been deemed (pursuant to the provisions of Sections 3 and 4) to have approved all of the matters set forth in Sections 3 and 4 in respect to which Purchaser has, under provisions of this Agreement, a right of inspection and/or approval; or, in the event Purchaser has delivered written objections to Seller in respect to any of those matters, Seller has remedied Purchaser's objections prior to Closing in the manner and within the time period provided in this Agreement, or Purchaser has waived same in writing. 5.4 Seller shall have timely delivered to Purchaser in satisfactory form the documents and all other times referred to in Section 7 below. 5.5 The Title Company shall at Closing have delivered or irrevocably committed itself in writing to deliver the Title Policy described in Section 4.1. 5.6 Seller shall have obtained the consent of holders of mortgages on the Property, to the sale of the Property on the terms and conditions set forth in this Agreement and the agreement of such parties to release their respective liens against the Property at Closing in any case where such mortgage is not being paid in full. 5.7 Purchaser shall determine that all legal highways do not interfere with, obstruct, or otherwise impair, in Purchaser's sole judgment, Purchaser's current or intended future use and enjoyment of the Property or Purchaser's plans for future development of the Property. 5.8 Purchaser shall have received an environmental assessment satisfac- tory to Purchaser, as Purchaser in its sole discretion shall determine, evidenc- ing that no condition of or concerning the Property causes or creates a situa- tion or matter which violates or is not in compliance with any law, rule or regulation or ordinance which relates to protection of the environment or which, in Purchaser's sole judgment, would cause Purchaser to incur significant costs to correct any such matter, or to investigate such matter further to determine the potential impact thereof. If any of these conditions is not satisfied or waived, or the time periods for satisfaction extended by Purchaser in its sole discretion, Purchaser shall have the right to terminate this Agreement by notice to Seller no later than the date of Closing or such earlier time as may be provided above. In the event of termination, neither party shall have any further rights or obligations under this Agreement other than those rights and/or obligations which are expressly stated to survive consummation or termination of this Agreement. 5.9 Seller shall have obtained financing in the amount of not less than $2,200,000.00 on terms no less favorable than those generally prevailing for commercial loans of similar size and on similar types to commercial property as the Premises to a borrower of similar creditworthiness as Purchaser. Purchaser agrees to promptly apply for and delinquently proceed to obtain such financing. The closing of this transaction is contingent upon Purchaser's lender funding said loan. Section 6. Representations, Warranties and Covenants. 6.1 Seller's Representations, Warranties and Covenants. Seller represents, warrants and covenants to Purchaser as to the following matters, and shall be deemed to remake all of the following representations, warranties and covenants as of the date of Closing without further action on its part. 6.1.1 The execution and delivery of this Agreement by Seller, the execution and delivery of every other document and instrument delivered pursuant to this Agreement by or on behalf of Seller, and the consummation of the transactions contemplated by this Agreement have been duly authorized and validly executed and delivered by Seller, and will not (a) constitute or result in the breach of or default under any written agreement to which Seller is a party or which affects the Property; (b) constitute or result in a violation of any order, decree or injunction with respect to which Seller and/or the Property is bound; (c) cause or entitle any party to have a right to accelerate or declare a default under any written agreement to which Seller is a party or which affects the Property; and/or (d) violate any provision of any municipal, state or federal law, statutory or otherwise, to which Seller or the Property may be subject. 6.1.2 No attachments, execution proceedings, liens, assignments or insolvency proceedings are pending or, to the actual knowledge of Seller, threatened against Seller or the Property or contemplated by Seller, except such liens as may be specifically disclosed in the Commitment, which shall be released at Closing. Seller is not contemplating the institution of insolvency proceedings. 6.1.3 Seller is not a party to any collective bargaining agreement as to any employees who are engaged by Seller with regard to the operation and maintenance of the Property. Purchaser is assuming no responsibilities or obligations whatsoever relative to any employees engaged by Seller with regard to the operation and management of the Property, and Seller indemnifies Pur- chaser from and against any and all obligations and other matters relative to such employees, whether arising or accruing before or after the date of Closing. 6.1.4 Between the date of this Agreement and the date of Closing, no part of the Property will be sold, encumbered or transferred in favor of or to any other party whatsoever. 6.1.5 There are no purchase contracts, options or any other agreements of any kind, oral or written, by which any person or entity other than Seller will have acquired or will have any basis to assert any right, title or interest in, or right to possession, use, enjoyment or proceeds of, any part or all of the Property other than tenants of the Property, the leases and rental agreements of which have been previously disclosed to Purchaser and which do not contain any option to purchase the Property or any part thereof. 6.1.6 Seller is a limited partnership duly organized and validly existing under California law and qualified to own property and transact business in Ohio, and the person(s) signing this Agreement on behalf of Seller have the power and authority to enter into and perform this Agreement in accordance with its terms; and at Closing Seller's execution and delivery of this Agreement and the consummation of this transaction by its general partners will have been duly authorized by all appropriate actions and proceedings. Evidence by Seller of the foregoing representations reasonably satisfactory to Purchaser's counsel shall be delivered at Closing, which evidence may include, but not be limited to, an opinion of Seller's counsel with respect to the foregoing matters. 6.1.7 Seller owns good record and marketable, fee simple title to the Premises in recordable form, free and clear of any and all mortgages (except mortgages to be paid or released at closing), liens, encumbrances, claims, charges, equities, covenants, conditions, restrictions, easements, rights-of- way, or other matters, whether or not of record, except real estate taxes and assessments which are not yet due and payable, and such easements, rights-of-way and covenants of record as do not materially impair Purchaser's ability to use the same for office purposes and tenant's rights as disclosed to Purchaser. 6.1.8 Hazardous Materials. Seller represents and warrants to Purchaser that it has not received written notice from any federal, state or local governmental agency regarding Hazardous materials (as defined below) on, in, under or affecting the Property. Seller further represents and warrants to Purchaser that, to the best of Seller's knowledge, there has been no spill, release, discharge or disposal of Hazardous Materials on, in, under or affecting the Property. Seller further represents and warrants that, to the best of its knowledge, the soil and groundwater are not contaminated with Hazardous Materi- als. As used in this Agreement, the term "Hazardous Materials" means any hazardous or toxic substance, materials or waste which is or becomes regulated by any local governmental authority, any agency of the State of Ohio, or any agency of the United State Government. The term "Hazardous Materials" includes, without limitation, any material or substance which is (i) designated, defined or listed as a "hazardous substance" pursuant to the Federal Water Pollution Control Act (33 U.S.C. 1251, et seq.), the Federal Resource Conservation and Recovery Act (42 U.S.C. 9601, et seq.) or the Hazardous Materials Transporta- tion Act (49 U.S.C. 1801, et seq.); (ii) petroleum and any petroleum by- products; (iii) asbestos; or (iv) polychlorinated biphenyls. 6.3 No Other Representations. Except as is expressly provided in their Agreement, Purchaser acknowledges that neither Seller nor any agent, attorney, employee or representative of Seller has made any representations as to the physical nature or condition of the Property. 6.4 Survival. All of the representations, warranties and covenants made by Seller in Section 6.2 and elsewhere in this Agreement shall survive Closing for a period of one (1) year, except for the environmental representations, warranties and covenants which shall survive indefinitely. Unless Purchaser delivers notice to Seller of a breach of representation, warranty or covenant contained in Section 6.1 or elsewhere in this Agreement (other than a matter which relates to an environmental representation or warranty) within one (1) year of the date of Closing, the representation, warranty or covenant shall be of no further force or effect. Notwithstanding the foregoing, the covenants of general warranty contained in Seller's deed shall survive indefinitely. Section 7. Closing and Transfer of Title. 7.1 Closing. The parties agree to consummate this purchase and sale and the transaction contemplated hereby ("Closing") on April 28, 1995, Eastern Standard Time, in the offices of the Title Company in Dayton, Ohio, or at such other date and time as may be agreed upon by the parties. Purchaser and Seller agree to work toward an earlier Closing if conditions precedent to Closing can be reasonably accomplished by such earlier date. 7.2 Seller's Documents; Other Deliveries. At Closing, Seller shall execute and/or deliver to Purchaser the following: 7.2.1 A limited warranty deed to the Premises in accordance with Section 4.1, conveying marketable title in recordable form to the Premises to Purchaser (or its nominee) free, clear and unencumbered, subject, however, to the Permitted Exceptions. 7.2.2 A Bill of Sale with full warranties of title, conveying the Personal Property to Purchaser. 7.2.3 An assignment of all warranties and guarantees with respect to the Property. 7.2.4 An assignment of all leases and rental agreements concerning the Property or any portion thereof. 7.2.5 Releases of all mortgages liens which are liens against the Premises. 7.2.6 All other documents and instruments referred to in this Agreement which are to be delivered to Purchaser. 7.2.7 An assignment of all permits, licenses and certificates and authority granted to Seller for the ownership occupation and operation of the Property. 7.2.8 All of the Personal Property. 7.2.9 Documents satisfactory to Purchaser and the Title Company, indemnifying Purchaser and the Title Company from all liability and expense, including attorneys' fees, in connection with unfiled mechanics' liens in the event of any work being completed or performed, or material being furnished, at, on, or about the Property within ninety (90) days of the date of Closing. 7.2.10 The originals of all blueprints, construction plans, specifications and plats for all of the Improvements or Seller's rights to any of the foregoing that are held by third parties, if available. 7.2.11 An owner's affidavit as to mechanics' liens, persons in possession of the Premises, unrecorded agreements, and such other matters required by the Title Company as a condition to its deletion of the printed General Exceptions relating to such matters from the title policy. 7.2.12 All consents that may be required from any third person or entity in connection with the sale of the Property. 7.2.13 Such evidence of Seller's due authorization of this agree- ment and the transactions as contemplated hereby in form and substance as shall comply with the requirements forth in Section 6.1.6. 7.2.14 Such other documents or instruments as may be reasonably required by Purchaser, required by other provisions of this Agreement, or as may be reasonably necessary to effectuate Closing, including, but not limited to, a closing statement and affidavit of non-foreign status. All of the documents and instruments to be delivered by Seller shall be in form and substance reasonably satisfactory to counsel for Purchaser. 7.3. Purchaser's Documents. At Closing, Purchaser shall execute and/or deliver to Seller the following documents: 7.3.1 An assignment of leases and rental agreements, as described in 7.2.4 hereof, and which shall include Purchaser's assumption of the obliga- tions of the Lessor thereunder. 7.3.2 Such other documents and instruments as Seller or the Title Company shall reasonably request in order to consummate this transaction, or as may be reasonably necessary to effectuate Closing, including, but not limited to, a closing statement. Section 8. Possession. Seller shall deliver possession of the Property to Purchaser at Closing. Section 9. Prorations and Expenses. 9.1 Proration of Real Estate Taxes and Assessments. At or prior to Closing, Seller shall pay all real estate taxes and assessments on the Property, including all penalties, which become due and payable prior to the date of Closing. The Seller shall be responsible for payment of the December, 1994 installment of real estate taxes and assessments, for which bills have not yet been issued, but which are due. The June, 1995 installment of real estate taxes (due and payable in approximately July, 1995) and assessments which are a lien for the year in which the Closing occurs shall be prorated as of the date of Closing, based upon the most recent tax bills issued by the Treasurer of Montgomery County, Ohio, in accordance with the Montgomery County, Ohio so- called "short form" method of proration. Purchaser shall pay the June, 1995 installment of real estate taxes and all installments thereafter. In the proration herein provided, appropriate adjustments shall be made to account for any portion of such real estate tax proration which is pursuant to lease or rental agreement to be paid by tenants of the Property. 9.2 Utility Expenses; Miscellaneous Expenses. Final reading on all gas, water and electric meters shall be made as of the date of Closing, if possible. Seller shall be responsible for all charges for consumption of utilities prior to the date of Closing and Purchaser shall be responsible for utility charges from and after the date of Closing. Any deposits made by Seller with utility companies shall be returned to Seller. Purchaser shall be responsible for making all arrangements for the continuation of utility services. The parties will prorate, as of the date of Closing, any miscellaneous income and expenses related to the Property, including, but not limited to, rents and other amounts due under any leases affecting the property. 9.3 Security Deposits. Seller shall turn over to Purchaser all security deposits which Seller holds in connection with the Property at Closing, and Purchaser shall thereafter be responsible therefor and shall indemnify and hold Seller harmless in connection therewith. 9.4 Estimates. All items that are not subject to an exact determination shall be estimated by the parties. When any item so estimated is capable of exact determination after Closing, the party in possession of the facts neces- sary to make the determination shall send the other party a detailed report on the exact determination and the parties shall adjust the prior estimate within ten (10) days after both parties have received the reports. Either party will be entitled, at its expense, to audit the records supporting the determination made. All prorations shall be made as of 11:59 p.m. on the day prior to the date of Closing. In all events, any adjustment which is to be made shall be made not later than 60 days after the Closing Date. If the adjustment is not capable of being made within such 60-day period, the estimate utilized at closing adjusted for any information learned during the 60-day period shall be conclusively deemed to be the final and correct determination of such matter as between the parties hereto. Purchaser and Seller agree to use reasonable and good faith efforts to obtain all information necessary to make final determina- tions within the 60-day time period provided hereby and to disclose any such information as and when learned promptly to the other party. Section 10. Condemnation or Casualty. 10.1 Condemnation. If between the date of this Agreement and the date of Closing all or any portion of the Property is taken or is made subject to condemnation, eminent domain or other governmental or quasi-governmental acquisition proceedings, then the following provisions shall apply. In the event Seller receives a written notice from any governmental or quasi-governmen- tal authority with powers of eminent domain to the effect that a condemnation as to any portion or all of the Property is pending or contemplated, Seller shall notify Purchaser promptly after receipt of the notice. If the proposed or pending condemnation is one that could reasonably be expected to render any portion of the Premises untenantable, then Purchaser may, upon receipt of notice of the event, cancel this Agreement at any time prior to Closing, in which event neither party shall have any further rights or obligations under this Agreement other than those rights and/or obligations which are expressly stated to survive expiration or termination of this Agreement. In the event that Purchaser shall not elect to terminate, then this Agreement shall remain in full force and effect, and Seller shall be entitled to all monies received or collected prior to the Closing by reason of the condemnation. In that event, this transaction shall close in accordance with the terms and conditions of this Agreement except that there will be an abatement of the Purchase Price equal to the amount of the gross proceeds received by Seller, less reasonable out-of-pocket costs and reasonable attorneys' fees expended by Seller. If, however, Seller has not received any proceeds by reason of such condemnation prior to the Closing and Purchaser does not elect to terminate Purchaser's obligations under this Agreement, then the Closing shall take place without abatement of the Purchase Price, and Seller shall assign and transfer to Purchaser at Closing by written instrument all of Seller's right, title and interest in any condemnation awards, less, however, the amount required to reimburse Seller for any of the out-of- pocket costs and reasonable attorneys' fees expended by Seller prior to the date of Closing. 10.2 Casualty. In the event of substantial loss or damage to the Property prior to the Closing by fire or other casualty, Purchaser may, at any time after receipt of notice or knowledge of that event, cancel this Agreement, in which event neither party shall have any further rights or obligations under this Agreement other than those rights and/or obligations which are expressly stated to survive expiration or termination of this Agreement. In the event that Purchaser shall not elect to terminate, or if the loss or damage is not "substantial," then this Agreement shall remain in full force and effect and Purchaser shall proceed to close and take the Property as damaged, in which event Purchaser shall be entitled to receive the insurance proceeds payable on account of such loss or damage plus a credit against the purchase price equal to the amount of any deductible, co-insurance or self insurance carried by Seller, so that Purchaser shall receive, in effect, the full replacement cost of the loss or damage, as the cost is determined in the settlement with the insurer, or if there be no insurer, then based upon the actual costs or reasonable estimates of actual costs, as the parties shall reasonably agree, to completely and fully repair and replace such loss or damage. Seller and Purchaser shall each be entitled to participate in the settlement. As used in this Section 10.2, the term "substantial loss or damage" means any loss or damage resulting to the Property which the parties reasonably estimate will cost $100,000 or more to repair or restore. Section 12. Default. If the closing is not concluded due to failure of Purchaser to perform its obligations under this Agreement, Seller may terminate this Agreement by written notice to Purchaser, after which neither party shall have any further rights or obligations under this Agreement other than such rights or obligations that are expressly stated to survive consummation or termination of this Agreement. If the closing is not concluded due to failure of Seller to perform its obligations under this Agreement, Purchaser, at its option, may (a) elect to enforce the terms of this Agreement by action for specific performance or (b) terminate this Agreement by written notice to Seller, after which neither party shall have any further rights or obligations under this Agreement other than such rights or obligations that are expressly stated to survive consummation or termination of this Agreement. Section 13. Broker. Each party represents and warrants to the other that it has dealt with no agent or broker who has in any way participated in the sale of the Property other than Miller-Valentine Realty, Inc. Seller agrees to pay the brokerage commission due Miller-Valentine Realty, Inc. Any other fees or commissions that may be claimed shall be the sole responsibility of the party breaching the preceding warranty. Each party agrees to indemnify and hold harmless the other against any and all claims, judgments, costs of suit, attorneys' fees and other reasonable expenses that the other may incur by reason of any action or claim made against the other by any agent, advisor or intermediary appointed by or instructed by Seller or Purchaser as the case may be, arising out of this Agreement or sale of the Property to Purchaser. The foregoing indemnity shall survive Closing and delivery of the deed. Section 14. Binding Effect/Assignment. This Agreement shall be binding upon and shall insure to the benefit of the parties and their respective heirs, personal representatives, successors and assigns. Section 15. Notices. All notices permitted or required under this Agreement shall be in writing, and shall be deemed properly delivered when deposited in the United States regular mail, postage prepaid, addressed to the parties at their respec- tive addresses set forth below or as they may otherwise specify by written notice delivered in accordance with this Section: As to Purchaser: Miller-Valentine Partners 4000 Miller-Valentine Court Dayton, Ohio 45439 Attention: Vern Oakley As to Seller: Angeles Partners XIV c/o Insignia Financial Group, Inc. One Insignia Financial Plaza P. O. Box 1089 Greenville, South Carolina 29602 Attention: John C. LeBeau Section 16. Expenses. Seller shall pay for any transfer tax and conveyance fee in connection with recording the deed in connection with the sale of the Premises and costs of obtaining the survey required hereby. Purchaser shall pay all costs, fees and premiums of the Commitment, environmental assessment, and Title Policy. Purchaser shall pay recording charges for the deed and any mortgages Purchaser may place upon the Premises. Each party shall pay for its own legal and accounting fees and incidental expenses. Section 17. Miscellaneous. 17.1 Gender. Words of any gender used in this Agreement shall be held and construed to include any other gender, any words in the singular number shall be held to include the plural, and vice versa, unless the contest requires otherwise. 17.2 Captions. The captions in this Agreement are inserted only for the purpose of convenient reference and in no way define, limit, or prescribe the scope or intent of this Agreement or any part of this Agreement. 17.3 Construction. No provisions of this Agreement shall be construed by any Court or other judicial authority against any party by reason of that party's being deemed to have drafted or structured the provisions. 17.4 Entire Agreement. This Agreement constitutes the entire contract between the parties and supersedes all prior understandings, if any, there being no other oral or written promises, conditions, representations, understandings or terms of any kind as conditions or inducements to the execution of this Agreement and none have been relied upon by either party. Any subsequent conditions, representations, warranties or agreements shall not be valid and binding upon the parties unless in writing and signed by both parties. 17.5 Time of Essence. Time is of the essence in this transaction. 17.6 Governing Law. This Agreement shall be construed, and the rights and obligations of Seller and Purchaser shall be determined, in accordance with the laws of the State of Ohio. 17.7 Date of Agreement, Counterparts. The date of this Agreement shall be the date on which the last of Purchaser or Seller shall execute this Agree- ment. This Agreement may be executed in counterparts each of which shall constitute an original but all of which taken together shall constitute one and the same instrument. WITNESS the execution hereof effective as of the date first above written. PURCHASER: MILLER VALENTINE PARTNERS By:/s/James M. Miller Its General Partner Date: 2/22/95 SELLER: ANGELES PARTNERS XIV, a California partnership By: ANGELES REALTY CORPORATION II, its general partner By:/s/Robert D. Long, Jr. Its: CAO/Controller Date: 3/20/95 EXHIBIT A Project 47 Situate in the City of Vandalia, County of Montgomery, State of Ohio, and being Lot numbered Three (3) 70/75 Corporate Center, as recorded in Plat Book 107, page 60 of the plat records of Montgomery County, Ohio. EX-10.14 3 AMENDMENT TO AND ASSIGNMENT OF PURCHASE AGREEMENT THIS AGREEMENT is made between and among ANGELES PARTNER XIV, a California limited partnership ("Seller"), MILLER-VALENTINE PARTNERS, an Ohio general partnership ("Purchaser") and MID-STATES DEVELOPMENT COMPANY, an Ohio general partnership ("Assignee") effective as of the 27th day of April, 1995. 1. Background. Seller and Purchaser entered into that certain Purchase Agreement dated March 20, 1995 ("Contract") relating generally to the purchase and sale of real property, fixtures and personal property referred to therein collectively as the Property. 2. Closing Date Extended. Section 7.1 of the Contract is amended to read as follows: The parties agree to consummate this purchase and sale and the transaction contemplated hereby (Closing) on June 15, 1995, or at such earlier time as the parties may agree. The Closing shall be in the office of the Title Company in Dayton, Ohio or at such other place as the parties may agree. Purchaser and Seller agree to work toward an earlier Closing if conditions precedent to Closing can be reasonably accomplished by such earlier date. 3. Substitution of New Purchaser/Assignment and Assumption. Purchaser assigns all of its interest in and to the Contract to Assignee. The name of Assignee is hereby substituted as the Purchaser in the Contract, and Assignee assumes all obligations of Purchaser under the Contract as amended hereby. Assignee agrees to indemnify and hold Purchaser harmless for any loss, damage or expense arising from or connected with the Contract or the assignment thereof. 4. Seller's Consent to Assignment and Release of Purchaser. Seller consents to the assignment of Purchaser's interest in and to the Contract to Assignee, acknowledges Assignee's assumption of Purchaser's obligations under the Contract as amended hereby, and in consideration of such assumption, releases Purchaser from further liability under the Contract as amended hereby. 5. The Contract as amended hereby remains in full force and effect. IN WITNESS WHEREOF, the parties have executed this Agreement on the date set forth below their respective signatures but effective as of and from the date first above written. PURCHASER: MILLER-VALENTINE PARTNERS, an Ohio general partnership By:/s/William J. Schneider Its General Partner Date: 4/28/95 ASSIGNEE: MID-STATES DEVELOPMENT COMPANY, an Ohio general partnership By:/s/James M. Miller Its General Partner Date: 4/28/95 SELLER: ANGELES PARTNERS XIV, a California partnership By: ANGELES REALTY CORPORATION, II, its general partner By:/s/Robert D. Long, Jr. Its: CAO/Controller Date: 5/1/95 EX-10.15 4 AMENDMENT TO PURCHASE AGREEMENT THIS AGREEMENT is entered into by and between ANGELES PARTNERS XIV, a California limited partnership ("Seller"), and MID-SATES DEVELOPMENT COMPANY, an Ohio general partnership ("Purchaser"), effective as of the 15th day of June, 1995, on the following terms and conditions: 1. Background. Seller entered into that certain Purchase Agreement dated March 20, 1995, between Seller and Miller-Valentine Partners relating generally to the purchase and sale of real property, fixtures and personal property referred to therein collectively as the "Property". Subsequently, the Purchase Agreement was amended and assigned to Purchaser pursuant to that certain Amendment to and Assignment of Purchase Agreement, effective as of April 27, 1995. The Purchase Agreement, as amended and assigned, is hereafter referred to as the "Contract". 2. Closing Date Extended. Section 7.1 of the Contract is amended by changing the date on or before which the closing shall occur from June 15, 1995, to August 1, 1995. 3. The Contract, as amended hereby, remains in full force and effect. IN WITNESS WHEREOF, the parties have executed this agreement on the date set forth below their respective signatures, but effective as of and from the date first above written. Purchaser: MID-STATES DEVELOPMENT COMPANY, an Ohio general partnership By: /s/James M. Miller Its General Partner Date 6/29/95 Seller: ANGELES PARTNERS XIV, a California limited partnership By: ANGELES REALTY CORPORATION II, Its General Partner By: /s/Robert D. Long, Jr. Its CAO/Controller Date 6/28/95 EX-10.16 5 THIRD AMENDMENT TO PURCHASE AGREEMENT THIS AGREEMENT is entered into by and between ANGELES PARTNERS XIV, a California limited partnership ( Seller ), and MID-STATES DEVELOPMENT COMPANY, an Ohio general partnership ( Purchaser ), effective as of the 19th day of July, 1995, on the following terms and conditions: 1. Background. Seller entered into that certain Purchase Agreement dated March 20, 1995, between Seller and Miller-Valentine Partners relating generally to the purchase and sale of real property, fixtures and personal property referred to therein collectively as the Property. Subsequently, the Purchase Agreement was amended and assigned to Purchaser pursuant to that certain Amendment to and Assignment of Purchase Agreement, effective as of April 27, 1995. Subsequently, the Purchase Agreement was amended pursuant to that certain Amendment to Purchase Agreement effective as of June 15 , 1995. The Purchase Agreement as so amended and assigned is hereafter referred to as the Contract. 2. Closing Date Extended. Section 7.1 of the Contract is amended by changing the date on or before which the closing shall occur from June 15, 1995, to August 31, 1995. 3. The Contract, as amended hereby, remains in full force and effect. IN WITNESS WHEREOF, the parties have executed this agreement on the date set forth below their respective signatures, but effective as of and from the date first above written. PURCHASER: MID-STATES DEVELOPMENT COMPANY, an Ohio general partnership By: /s/James M. Miller Its General Partner Date: July 19, 1995 SELLER: ANGELES PARTNERS XIV, a California limited partnership By: ANGELES REALTY CORPORATION, II, Its General Partner By: /s/Robert D. Long, Jr. Its: CAO/Controller Date: August 22, 1995 EX-10.17 6 ASSIGNMENT OF PERMITS, ETC. (Per Section 7.2.7) ANGELES PARTNERS XIV, a California limited partnership ("Assignor), for Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby transfers, assigns and conveys unto MID-SATES DEVELOPMENT COMPANY, an Ohio general partnership ("Assignee") all of its right, title and interest in and to any and all permits, licenses and certificates and other authority granted to Assignor related to, or granted, held or possessed in connection with or arising out of the ownership, occupation and operation of that certain commercial property being sold to Assignor to Assignee as of the date hereof and which is located in Montgomery County, Ohio as more fully described on Exhibit A attached hereto and incorporated by reference herein, to the full extent that any such permit, license, certificate or authority is assignable or transferable by Assignor. IN WITNESS WHEREOF, the Assignor has executed the within Assignment this 22nd day of August, 1995. ANGELES PARTNERS XIV, a California limited partnership By: Angeles Realty Corporation II, general partner of Angeles Partners XIV By: /s/Robert D. Long, Jr. Its:CAO/Controller EX-10.18 7 ASSIGNMENT AND ASSUMPTION OF LEASES AND SECURITY DEPOSITS (Per Section 7.2.1.4 and 7.3.2) For Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, ANGELES PARTNERS XIV, a California limited partnership (the "Assignor"), hereby transfers, conveys and assigns unto MID-STATES DEVELOPMENT COMPANY, an Ohio general partnership (the "Assignee"), all of the right, title and interest of the Assignor in and to all tenant leases currently in force and effect between the Assignor and tenant s of that certain commercial property (more fully described on Exhibit A attached hereto) being sold by Assignor to Assignee as of the date hereof and commonly referred to as Project 47, Dayton Park Center, located in Montgomery Country, Ohio (the "Leases") and security deposits paid to Assignor by Tenants under the Leases, as of the date hereof. A description of the Leases and the amount of security deposits paid to Assignor pursuant to such Leases are shown on Exhibit "B" attached hereto and incorporated herein by reference. Assignee hereby assumes the obligations of Assignor under the Leases, including the obligations with respect to the security deposits being transferred herein. IN WITNESS WHEREOF, the Assignor and Assignee have executed the within Assignment and Assumption of Leases and Security Deposits effective as of this 22nd day of August, 1995. MID-STATES DEVELOPMENT COMPANY ANGELES PARTNERS XIV, a California limited partnership By: /s/James M. Miller By: Angeles Realty Corporation, II, general partner of Its General Partner Angeles Partners XIV Date: 8/31/95 By: /s/Robert D. Long, Jr. Its: CAO/Controller Date: August 22, 1995 EX-10.19 8 ASSIGNMENT OF WARRANTIES (7.2.3) Angeles Partners XIV, a California limited partnership (the "Assignor") for Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby transfers, assigns and conveys unto MID-STATES DEVELOPMENT COMPANY, an Ohio general partnership, (the "Assignee") all of its right, title and interest in and to any warranty or guaranty give by any person, partnership, corporation or other entity in connection with, or related to, work or labor performed, materials supplied, or property of any type delivered to or in connection with that certain commercial property being sold by Assignor to Assignee as of the date hereof and which is located in Montgomery Country, Ohio as more particularly described on Exhibit A attached hereto and incorporated by reference herein to the full extent that any such warranty or guaranty is assignable or transferable by Assignor. IN WITNESS WHEREOF, the Assignor has executed the within Assignment this 22nd day of August, 1995. ANGELES PARTNERS XIV, a California limited partnership By: Angeles Realty Corporation II, general partner of Angeles Partners XIV By: /s/Robert D. Long Its: CAO/ Controller EX-10.20 9 BILL OF SALE AND ASSIGNMENT In consideration for Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ANGELES PARTNERS XIV, a California limited partnership (the "Seller") hereby grants, bargains, sells and conveys to MID-STATES DEVELOPMENT COMPANY, an Ohio general partnership (the "Purchaser") all of the right, title and interest of the Seller in and to all of the Personal Property (as defined in that certain Purchase Agreement between Seller and Purchaser dated March 20, 1995, as amended) owned by the Seller and located at, or used in connection with certain commercial property being sold by Seller to Purchaser as of the date hereof located in Montgomery County, Ohio, which commercial property is more particularly described on Exhibit A attached hereto and incorporated herein by reference. The personal property referenced herein is being sold and conveyed in "as is" condition with no warranties or representations of any kind being given by Seller to Purchaser in connection therewith, including any warranty of merchantability or fitness for a particular or intended purpose. IN WITNESS WHEREOF, the Seller has executed this Bill of Sale and Assignment effective as of this 22nd day of August, 1995. ANGELES PARTNERS XIV, a California limited partnership By: Angeles Realty Corporation, II, General Partner of Angeles Partners XIV By: /s/Robert D. Long, Jr. CAO/Controller EX-10.21 10 LIMITED WARRANTY DEED ANGELES PARTNERS XIV, a California limited partnership, having an address of c/o Insignia Financial Group, Inc., One Insignia Financial Plaza, P.O. Box 1089, Greenville, South Carolina, for valuable consideration paid, grants, with limited warranty covenants, to MID-STATES DEVELOPMENT COMPANY, an Ohio general partnership, 4000 Miller-Valentine Court, P.O. Box 744, Dayton, Ohio 45401, the following real property: Situated in the State of Ohio, County of Montgomery, and in the City of Vandalia, and being lot numbered Three (3), 70/75 Corporate Center as recorded in Plat Book 107, Page 60 of the plat records of Montgomery Country, Ohio. Prior instrument references: Microfiche 85-701A11 This conveyance is made subject to all legal highways and easements, all restrictions, conditions and covenants of record, all zoning restrictions, and all taxes and assessments not yet payable. WITNESS its hand this 22nd day of August, 1995. Signed and acknowledged in the presence of: ANGELES PARTNERS XIV, a California limited partnership /s/Kenneth A. Cobler By: Angeles Realty Corporation II, /s/Kenneth A. Cobler General Partner of Angeles (Print Name) Partners XIV /s/Kelley M. Buechler By: /s/Robert D. Long, Jr. /s/Kelley M. Buechler (Print Name) Its:CAO/Controller STATE OF SOUTH CAROLINA ) ) SS: COUNTY OF GREENVILLE ) The foregoing deed was acknowledged before me this 22nd day of August, 1995 by /s/Robert D. Long, Jr., the Chief Accounting Officer, Controller of Angeles Realty Corporation II, a California corporation, and general partner of Angeles partners XIV, a California limited partnership, on behalf of said corporation and limited partnership, to be their voluntary act and deed. /s/Kelley M. Buechler Notary Public This document prepared by: Edward H. Siddens 11/17/2000 Attorney at Law Commission Expiration Date 400 National City Center Dayton, Ohio 45402