Exhibit
10.30


CONTRIBUTION
AGREEMENT


between


DUKE REALTY
LIMITED PARTNERSHIP ET AL.


and


QUANTICO REAL
ESTATE LLC


and


BELBROOK REALTY
CORPORATION


as of December 6,
2006


 



  
  















 


Table of Contents


	
   ARTICLE
  1

  	
   

  	
  Background

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2. 

  	
   

  	
  Agreement to Contribute; Description of Property;
  Defined Terms 

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3.

  	
   

  	
  Contribution Subject to Leases 

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4.

  	
   

  	
  Reserved

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5.

  	
   

  	
  Form of Contribution

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6.

  	
   

  	
  Closing

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7.

  	
   

  	
  Reserved

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8.

  	
   

  	
  Conditions to Closing

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9.

  	
   

  	
  Default

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10.

  	
   

  	
  Entire Agreement Herein

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11.

  	
   

  	
  Damage or Destruction; Condemnation

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 12.

  	
   

  	
  Representations and Warranties of Duke

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 14.

  	
   

  	
  Apportionment of Rents, Taxes and Other Charges

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 15.

  	
   

  	
  Broker

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 16.

  	
   

  	
  Mutual Indemnification

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 17.

  	
   

  	
  Taxes

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 18.

  	
   

  	
  Indemnity and Agreement Regarding Special Title
  Situation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 19.

  	
   

  	
  Recording

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 20.

  	
   

  	
  Notices

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 21.

  	
   

  	
  Captions; Exhibits

  	
   

  	
  28

  



 



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  ARTICLE 22.

  	
   

  	
  Successors and Assigns

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 23.

  	
   

  	
  Closing Costs

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 24.

  	
   

  	
  Governing Law

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 25.

  	
   

  	
  Multiple Counterparts

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 26.

  	
   

  	
  Representations and Warranties of Company

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 26.

  	
   

  	
  Representations and Warranties of Belbrook

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 27. 

  	
   

  	
  Post-Closing Obligations

  	
   

  	
  29

  



 


Exhibits


	
  Exhibit A

  	
   

  	
  Reserved

  
	
  Exhibit B

  	
   

  	
  Operating Agreement

  
	
  Exhibit C

  	
   

  	
  Description of Liberty Center II

  
	
  Exhibit D

  	
   

  	
  Description of Liberty Center III

  
	
  Exhibit E

  	
   

  	
  Description of 4805 Stonecroft Boulevard

  
	
  Exhibit F

  	
   

  	
  Description of 4803 Stonecroft Boulevard

  
	
  Exhibit G

  	
   

  	
  Description of 4801 Stonecroft Boulevard

  
	
  Exhibit H-1

  	
   

  	
  Description of 107 Carpenter Road, TransDulles

  
	
  Exhibit H-2

  	
   

  	
  Description of 109 Carpenter Road, TransDulles

  
	
  Exhibit H-3

  	
   

  	
  Description of 22601 Davis Drive, TransDulles

  
	
  Exhibit H-4

  	
   

  	
  Description of 22633 Davis Drive, TransDulles

  
	
  Exhibit H-5

  	
   

  	
  Description of 22635 Davis Drive, TransDulles

  
	
  Exhibit H-6

  	
   

  	
  Description of 22825 Davis Drive, TransDulles

  
	
  Exhibit H-7

  	
   

  	
  Description of 22750 Davis Drive, TransDulles

  
	
  Exhibit H-8

  	
   

  	
  Description of 22815 Davis Drive, TransDulles

  
	
  Exhibit H-9

  	
   

  	
  Description of 22879 Davis Drive, TransDulles

  
	
  Exhibit H-10

  	
   

  	
  Description of 22880 Davis Drive, TransDulles

  
	
  Exhibit H-11

  	
   

  	
  Description of 22620 Sally Ride, TransDulles

  
	
  Exhibit H-12

  	
   

  	
  Description of 22626 Sally Ride, TransDulles

  
	
  Exhibit H13

  	
   

  	
  Description of 22645 Sally Ride, TransDulles

  
	
  Exhibit I

  	
   

  	
  Description of Liberty Center I

  
	
  Exhibit J

  	
   

  	
  Personal Property

  
	
  Exhibit K

  	
   

  	
  Gross Agreed Value of Assets

  
	
  Exhibit L

  	
   

  	
  Assignment of Member Interests

  
	
  Exhibit M

  	
   

  	
  Other Property Owned

  



 



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  Exhibit N

  	
   

  	
  Future Development Investment Agreement

  
	
  Exhibit O

  	
   

  	
  Liabilities

  
	
  Exhibit P

  	
   

  	
  Rent Roll and Accounts Receivable Aging Report

  
	
  Exhibit Q

  	
   

  	
  Operating Contracts

  
	
  Exhibit R

  	
   

  	
  Litigation

  
	
  Exhibit S

  	
   

  	
  Personal Property Encumbrances

  
	
  Exhibit T

  	
   

  	
  Certification of Non Foreign Status

  
	
  Exhibit U

  	
   

  	
  Disclosure Items

  
	
  Exhibit V

  	
   

  	
  Unpaid Balance of Assumed Loans

  
	
  Exhibit W

  	
   

  	
  Balances of Escrows

  



 



 iii















 


CONTRIBUTION
AGREEMENT


THIS AGREEMENT
(the “Agreement”) made and entered into as of the 6th 
day of December, 2006 (the “Effective Date) by and among Duke Realty
Limited Partnership (“Duke”), an Indiana limited partnership, the Owning
Entities (as defined below), Quantico Real Estate LLC (the “Company”), a
Delaware limited liability company and Belbrook Realty Corporation (“Belbrook”),
a Delaware corporation.


NOW, THEREFORE, in
consideration of One Dollar ($1.00), the covenants set forth in this Agreement and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


ARTICLE 1.  Background:


(a)           The Company.  The Company was formed in the State of
Delaware on November 16, 2006 and has qualified to do business in the
Commonwealth of Virginia.  Duke and
Belbrook intend to enter into that certain Operating Agreement (the “Operating
Agreement”) relating to the Company, in the form attached hereto as Exhibit
B.


(b)           The Owning Entities.


(i)            Westfields Buildings, LLC (“Westfields
Buildings”) is a Delaware limited liability company, whose sole member is WTM
Master Building, LLC (“WTM Master Building”), the sole member of which is
Duke.  The member interest in Westfields
Buildings is referred to as the “Westfields Buildings Member Interest.”


(ii)           Westfields Liberty II, LLC (“Westfields
II”) is a Delaware limited liability company, the sole member of which is
Westfields Buildings.  The member
interest in Westfields II is referred to as the “Westfields II Member Interest.”


(iii)          Westfields II is the owner of property
known as Liberty Center II more particularly described in Exhibit C.


(iv)          Westfields Liberty III, LLC (“Westfields
III”) is a Delaware limited liability company, the sole member of which is
Westfields Buildings.  The 



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member interest in Westfields III is referred to as
the “Westfields III Member Interest.”


(v)           Westfields III is the owner of
property known as Liberty Center III more particularly described in Exhibit D.


(vi)          Westfields Stonecroft 4805, LLC
(“Westfields 4805”) is a Delaware limited liability company, whose sole member
is Westfields Buildings.  The member
interest in Westfields 4805 is referred to as the “Westfields 4805 Member
Interest”.


(vii)         Westfields 4805 is the owner of
property known as 4805 Stonecroft Boulevard more particularly described in Exhibit
E.


(viii)        Westfields Stonecroft 4803, LLC (“Westfields
4803”) is a Delaware limited liability company whose sole member is Westfields
Buildings.  The member interest in
Westfields 4803 is referred to as the “Westfields 4803 Member Interest.”


(ix)           Westfields 4803 is the owner of
property known as 4803 Stonecroft Boulevard more particularly described in Exhibit
F.


(x)            Westfields Buildings II, LLC (“Westfields
Buildings II”) is a Delaware limited liability company whose sole member is WTM
Master Building.  The member interest in
Westfields Buildings II is referred to as the “Westfields Buildings II Member
Interest.”


(xi)           Westfields Buildings II is the owner
of property known as 4801 Stonecroft Boulevard more particularly described in Exhibit
G.


(xii)          TransDulles Buildings, LLC (“TransDulles”)
is a Delaware Limited Liability company whose sole member is WTM Master
Building.  The member interest in
TransDulles is referred to as the “TransDulles Member Interest.”


(xiii)         TransDulles is the owner of thirteen
(13) parcels of property which are described in Exhibits H-1 through H-13.


(xiv)        Westfields Liberty I, LLC (“Westfields I”)
is a Delaware limited liability company whose sole member is Duke.  The member interest in Westfields I is
referred to as the “Westfields I Member Interest.”



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(xv)         Westfields I is the owner of property
known as Liberty Center I more particularly described in Exhibit I.


(xvi)        Westfields II, Westfields III,
Westfields 4805, Westfields 4803, Westfields Buildings II, TransDulles and
Westfields I are collectively referred to as “Property Owners.”


(xvii)       The Property Owners, together with
Westfields Buildings, WTM Master Building and Duke are collectively referred to
as the “Owning Entities.”


ARTICLE 2. Agreement
to Contribute; Description of Property; Defined Terms: (a) Duke agrees to
cause WTM Master Buildings to contribute to the Company, and Belbrook agrees to
cause the Company to accept upon the terms and conditions hereinafter set forth
the Westfields Buildings Member Interest, the Westfields Buildings II Member
Interest and the TransDulles Member Interest. 
Duke further agrees to contribute to the Company and Belbrook agrees to
cause the Company to accept upon the terms and conditions hereinafter set forth
the Westfields I Member Interest.


(b)           For the purposes of this Agreement,
the following items referred to in clauses (b)(i), (ii), (iii), (iv) and (v)
are hereinafter sometimes referred to as the “Property”:  (i) certain premises described in Exhibits
C, D, E, F, G, H1 through H13 and I, together with all right, title and
interest of Property Owners in and to any land lying in the bed of any street
(opened or proposed) adjacent to or abutting or adjoining such premises,
together with all right, title and interest of Property Owners in and to all
rights, privileges, rights of way and easements appurtenant to such premises,
including, without limitation, all minerals, oil or gas on or under such
premises, development rights, air rights, water rights and any easements,
rights of way or other interests in, on, or under any land, highway, alley,
street or right of way abutting or adjoining such premises (all of the
foregoing, the “Real Property”), (ii) all buildings and other improvements
located thereon (the “Improvements”, and, together with the Real Property, the “Premises”),
(iii) all items of personal property owned by Property Owners and located on
the Premises or used in connection with the ownership or operation of the
Premises, described in Exhibit J attached hereto and incorporated herein
by reference, including, without implied limitation, whether or not listed on Exhibit
J, all furniture, fixtures, equipment, machines, apparatus, appliances,
supplies and personal property of every nature and description and all
replacements thereof owned by Property Owners and located on the Premises or
used in connection therewith, 



 3
 









including the
non-exclusive right to use the trade names “Westfields” and “TransDulles”
(collectively, the “Trade Name”), but excluding any telephone numbers assigned
to the Trade Name (collectively, the “Personal Property”), (iv) any intangible
property now or hereafter owned by Property Owners and used in the ownership or
operation of the Premises including, without limitation, any plans and
specifications, surveys, catalogs, booklets, manuals, files, logs, records,
correspondence, tenant lists, tenant prospect lists and other mailing lists,
sales brochures and materials, leasing brochures and materials, advertising
materials and other similar items, and all title inspections, studies and
reports, market studies and similar inspections with respect to the sale,
management, leasing, promotion, ownership, maintenance, use, occupancy and
operation of the Premises, permits, licenses, approvals, guaranties,
warranties, agreements, lease agreements, utility agreements or other rights
relating to the ownership, use or operation of the Premises (collectively, the “Intangibles”).  The parties hereto acknowledge and agree that
the cash balances of any accounts standing in the name of the Property Owners
on or before the Closing Date shall remain the property of Duke and shall not
be included in the Property to be contributed under this Agreement.


(c)           The terms listed below shall have the
following meanings throughout this Agreement:


	
  

  	
  Gross Agreed Value: 

  	
  For each Property, the Gross Agreed Value shall be
  the Allocated Amount set forth in Exhibit K plus or minus any
  prorations at Closing, including, but not limited to, prorations of principal
  and interest payments for any Assumed Loans (as defined below) for the month
  of Closing.

  
	
   

  	
   

  	
   

  
	
   

  	
  Net Agreed Value:

  	
  The amount of the Gross Agreed Value minus the
  aggregate amount of all outstanding principal and interest due and owing by
  Property Owners on account of any debt secured directly or indirectly by any
  of the Properties or any of the Member Interests (as hereinafter defined)
  (the “Assumed Loans”).

  



 


ARTICLE 3. Contribution
Subject to Leases.  At the time of
Closing the Premises will be subject to certain leases (hereinafter called the “Leases”)
described in Exhibit P subject to new leasing activity permitted under
this Agreement.  Prior to Closing,
Property Owners agree to lease the Premises in accordance with Property Owners’
current leasing plan.  Property Owners
shall keep Belbrook apprised of leasing activity, and prior to entering into
any new 



 4
 









leases or lease
amendments, Property Owners shall obtain the consent of Belbrook, which consent
shall not be unreasonably withheld, conditioned or delayed.  No consent shall be required for any leasing
activity of existing Leases that are not in the Property Owner’s discretion
(e.g. exercise of express termination rights, renewal rights on pre-negotiated
terms, expansion rights on pre-negotiated terms etc.).


ARTICLE 4.  Reserved:


ARTICLE 5.  Form of Contribution:  (a) At each Closing, Duke shall contribute or
cause the appropriate Owning Entity to contribute the appropriate member
interest (the “Member Interest”) by a good and sufficient Assignment of Member
Interests (hereinafter referred to as the “Assignment of Member Interests”) in
substantially the form attached hereto as Exhibit L, running to the
Company pursuant to which the appropriate Owning Entity shall contribute,
assign and deliver to the Company the legal and beneficial title to and
ownership of one hundred percent (100%) of the Member Interest which Member
Interest shall be free and clear of any liens or other encumbrances, all in
accordance with this Agreement.  The
Assignment of Member Interests shall be duly executed, acknowledged and
delivered by the appropriate Owning Entity at Closing.  It shall be a condition of Closing that the
Property shall be free from all liens, encumbrances and encroachments from or
on the Property except (i) real estate taxes and other charges payable
therewith not yet due and payable, (ii) those of record prior to the Initial
Closing or shown on a survey received prior to the Initial Closing but not
objected to by Company and agreed to be removed by Duke prior to the Initial
Closing, (iii) those Leases applicable to the Property, subject to new leasing
activity permitted under this Agreement, and (iv) New Title Matters
(hereinafter defined) which are expressly permitted pursuant to Section
12(a)(vi) of this Agreement.  Duke
covenants and agrees not to take any action and to cause the Owning Entities
not to take any action which would cause or permit a failure of the foregoing
condition.


(b)           Except as set forth on Exhibit S,
the Personal Property shall be owned by the Owning Entities free of all liens,
charges, encumbrances, rights, restrictions and agreements of any nature.


(c)           Except as provided for in Article 12,
Duke shall not allow Owning Entities to commit any acts which will result in
New Title Matters (hereinafter defined) or New Personal Property Matters
(hereinafter defined) between the date hereof and the Closing, and Duke shall
not commit any acts which will result in a 



 5
 









lien or other
encumbrance against the Member Interest between the date hereof and the
Closing.


ARTICLE 6.  Closing:


(a)           (i)            The
closing of the contribution of the Westfields Buildings II Member Interest and
the TransDulles Member Interest (the “Initial Closing”) shall take place at
10:00 a.m. no later than December 4, 2006 (the “Initial Closing Date”); at the
offices of Goulston & Storrs, P.C., or at such other location as Company
shall designate by five (5) business days prior written notice.  Time is of the essence.


(ii)           The parties hereto acknowledge that
certain consents from lenders (“Existing Lenders”) of the Assumed Loans
(hereinafter defined) and modification of the relevant management agreements
are necessary prior to the contribution of Westfields I Member Interest and the
Westfields Buildings Member Interest. 
Each such consent and modification shall be a “Lender Consent” if (A)
such consent does not contain any conditions which are not reasonably
satisfactory to Duke or Belbrook (Belbrook acknowledges and consents that
Belbrook will be added as a joint and several indemnitor and/or guarantor in
all instances where Duke is an indemnitor and/or guarantor on an Assumed Loan)
and (B) such consent also grants consent to all upper tier transfers and
pledges of interest which additional consent is necessary in light of the
structure and secured credit facilities of Belbrook and its owners.  Accordingly, the closing of the contribution
of such interests (the “Phase II Closing”) and the payment thereof shall occur
five (5) business days after satisfaction of any conditions to such Lender
Consent (the “Phase II Closing Date”); provided, however, if the Lender Consent
is not obtained by August 1, 2007, then Duke or Belbrook may terminate this
Agreement as to any contributions of interests that have not then been
consummated by notice to the other of them, provided that said termination
notice is received prior to the receipt of the Lender Consent.


(iii)          For purposes hereof, any reference to “Closing”
shall mean the Initial Closing or each Phase II Closing as applicable.  Any reference to “Closing Date” shall mean
the Initial Closing Date or each Phase II Closing Date as applicable.


(b)           At each Closing, Duke shall deliver,
or cause Owning Entity to deliver, the following documents, in the form annexed
hereto or otherwise reasonably satisfactory in form and substance to Belbrook
and Belbrook’s counsel, properly executed and acknowledged as required:



 6
 









(i)                                     The
Assignment of Membership Interests;


(ii)                                  An
original counterpart of the Operating Agreement executed by Duke (for the
Initial Closing);


(iii)                               Lender’s
Consent with respect to the Properties which are encumbered by an Assumed Loan.


(iv)                              A
certification of non-foreign status in the form attached hereto as Exhibit
T;


(v)                                 Evidence
satisfactory to the Company and to the Company’s title insurance company (the “Title
Company”) that all necessary approvals and/or consents by any other person(s)
have been delivered and such other evidence satisfactory to Company and the
Title Company of Duke’s authority and the authority of the signatory on behalf
of any constituent person of Duke to convey the Member Interest pursuant to
this Agreement;


(vi)                              Affidavits
sufficient for the Title Company to delete any exceptions for parties in
possession (other than tenants under the Leases, as tenants only), mechanics’
or materialmen’s liens from, and to include a non-imputation endorsement to,
the owner’s title insurance policy (the “Title Insurance”), and such other
affidavits relating to the Title Insurance as the Title Company may reasonably
request;


(vii)                           A
certificate restating as of the relevant Closing Date all of Duke’s and Owning
Entities’ representations and warranties contained herein updated to reflect
the then existing state of facts;


(viii)                        An opinion
of Duke’s and Owning Entities’ in-house counsel to the effect that Owning
Entities are duly formed, validly existing and in good standing, that all
requisite action has been taken to authorize the transaction contemplated
hereby, 



 7
 









and that this
Agreement and all documents delivered at the Closing have been duly executed
and delivered;


(ix)                                An
original of a closing statement setting forth the Gross Agreed Value, and
setting forth the closing adjustments and prorations which affected the
calculation of the Gross Agreed Value and the Net Agreed Value (the “Closing
Statement”);


(x)                                   Original
tenant notification letters for each tenant under a Lease in a form to be
drafted by Company [if necessary] and reasonably satisfactory to Duke, original
notification letters to all parties to operating and other agreements [if
necessary];


(xi)                                A
Designation of Person Responsible for Tax Reporting under Internal Revenue Code
Section 6045 designating Duke as the party responsible for making the returns
required under Internal Revenue Code Section 6045;


(xii)                             The
original Owning Entities formation documentation including all amendments
thereto or, if not available to Duke, a certified copy;


(xiii)                          A
balance sheet of the Company as of the day of the Closing (the “Balance Sheet”);


(xiv)                         Such
other instruments as Company may reasonably request consistent with the terms
of this Agreement; and


(xv)                            An
executed Future Development Investment Agreement in the form of Exhibit N.


(c)           Attached as Exhibit K is the
Gross Agreed Value of each Owning Entity’s assets which values (minus the
Closing prorations other than closing costs) will be the Company’s initial
basis in such assets for federal income tax purposes.


(d)           At each Closing, Belbrook shall
deliver, or cause to be delivered, the following payment and documents,
reasonably satisfactory in form and substance to Duke and Duke’s counsel
properly executed and acknowledged as required:



 8
 









(i)                                     Distribution
of cash in accordance with Section 4.1 of the Operating Agreement;


(ii)                                  An
original counterpart of the Assignment of Member Interests;


(iii)                               An
original counterpart of the Closing Statement;


(iv)                              An
original counterpart of the Operating Agreement executed by Belbrook (for the
Initial Closing);


(v)                                 An
opinion of Belbrook’s counsel to the effect that Company is duly formed,
validly existing and in good standing, that all requisite action has been taken
to authorize the transaction contemplated hereby, and that this Agreement and
all documents delivered at the Closing have been duly executed and delivered;


(vi)                              A
certificate restating as of the relevant Closing Date all of Belbrook’s
representations and warranties contained herein updated to reflect the then
existing state of facts; and


(vii)                           An
executed Future Development Investment Agreement in the form of Exhibit N.


(e)           While it is not a condition of
Closing, Duke shall request Existing Lenders to execute a written statement, in
a form provided to Duke by Belbrook, certifying to Company as the date of such
statement, (i) that the Loan Documents (to be identified by Lender) are
unmodified and in full force and effect (or, if there have been modifications,
that the Loan Documents are in full force and effect as modified and setting
forth such modifications); (ii) the unpaid principal balance of the Assumed
Loan; (iii) the date to which interest in respect of the principal indebtedness
has been paid; (iv) the amount of any such escrows, reserves or impounds then
being held by or on behalf of Lender; (v) that to the best of Lender’s
knowledge, Borrower is not in default under the Assumed Loans (or, if Borrower
is in default, describing such default in reasonable detail); and (vi) any
additional facts reasonably requested by Belbrook.


(f)            Each Closing shall not be deemed to
be completed until all documents and payments as aforesaid have been properly
delivered (and recorded where appropriate) to the satisfaction of all parties.


 



 9















 


ARTICLE
7.  Reserved:


ARTICLE 8.  Conditions to Closing:


(a)           Without limiting any of the other
conditions to Company’s obligations to close set forth in this Agreement, the
obligations of Company under this Agreement are subject to the satisfaction at
the time of each Closing for the applicable Properties and Owning Entities of
each of the following conditions (any one of which may be waived in whole or in
part by Company at or prior to Closing):


(i)                                     All
of the representations by Duke set forth in this Agreement or any Exhibit
attached hereto shall be true and correct in all material respects as of the
Closing and the updating certificates thereto set forth no changes or
conditions which in the judgment of Belbrook constitute a material adverse
change relating to any of the Property or to any Owning Entity;


(ii)                                  Subject
to the provisions of Article 11 hereof, the Property shall be in substantially
the same condition it now is, reasonable use and wear excepted;


(iii)                               Duke
shall have performed, observed, and complied or shall have caused Owning
Entities to have performed, observed and complied with all covenants and
agreements required by this Agreement to be performed by Duke at or prior to
Closing;


(iv)                              There
shall have been no pledge of Duke’s Interest in WTM Master Buildings or in
Westfields I or any pledge of WTM Master Buildings Interest in the Owning
Entities and no pledge by Westfields Buildings of any of its interests in any
of the Property Owners;


(v)                                 There
shall not have been instituted and be pending any litigation (1) brought by any
tenants alleging defaults by Property Owners under any Leases at the
Properties, (2) alleging material defects (defects which cost more than $25,000
to fix) in the physical condition of the Improvements 



 10
  
 









or (3) that would
impair any Owning Entity’s right to convey the Member Interest in accordance
with the terms of this Agreement;


(vi)                              There
shall be no outstanding notices of violation with respect to any Property or
Owning Entities’ operation thereof from any governmental authorities and the
Property shall be in compliance with all applicable laws;


(vii)                           The
assets of Property Owners shall consist of the following (unless agreed
otherwise by the parties hereto in writing):


(A)                              The
Property;


(B)                                All
operating licenses, occupancy permits, and other licenses or permits and
authorizations from governmental entities related to the Owning Entities and
the Property;


(C)                                The
Leases;


(D)                               All
Security Deposits;


(E)                                 All
utility deposits, if any; and


(F)                                 All
deposits and escrows required by the Assumed Loans.


(viii)                        The
Liabilities of the Owning Entities shall consist of the following (unless
agreed otherwise by the parties hereto in writing), and no others:


(A)                              Real
Estate and Personal Property Taxes not yet due and payable;


(B)                                The
liability to tenants for Security Deposits;


(C)                                The
obligations under Leases, and Operating Contracts and trade accounts payable
incurred in the ordinary course of business and certified to by Duke at
Closing, the latter of which, if not prorated hereunder, shall be promptly paid
by Duke after the Closing; and


(D)                               The
Assumed Loans.


(b)           Upon learning of a failure of a condition in this Article 8, or any
other condition in this Agreement, Belbrook shall promptly notify Duke thereof,
and Duke shall have thirty (30) days to cure said failure, and the Closing Date
shall be extended to allow said thirty (30) day period to run in full.  If such failure 



 11
  
 









cannot be cured within such thirty (30) day period, then, provided that
Duke shall have commenced to cure such failure within such thirty (30) day
period and thereafter shall diligently and continuously prosecuted such cure,
the aforesaid thirty (30) day period shall be extended for an additional sixty
(60) days.  If on the Closing Date (as
may be extended hereby) the conditions of this Article 8 have not been
satisfied, then, at Company’s option, Company and Belbrook shall not be
obligated to close the transactions contemplated hereby.  In such case, if Duke is not in breach or
default of any of their representations, warranties, covenants or obligations
hereunder, after expiration of all applicable notice and cure periods, all
obligations of the parties hereto shall cease and this Agreement shall be
terminated and the parties shall be without further recourse or remedy
hereunder.  If Duke is in breach of any
of their representations, warranties, covenants or obligations hereunder, after
expiration of all applicable notice and cure periods, then Company shall have
the rights and remedies set forth in Article 9 below.


ARTICLE 9.  Default:  (a) In the event of a material breach or
default by Duke of any of its representations, warranties, covenants or
obligations hereunder, which is not cured within thirty (30) days after notice
to Duke thereof (which thirty (30) day period is to run concurrently with the
thirty (30) day period set forth in Section 8(b) above and the applicable
Closing shall be extended to allow the full cure period to run), Belbrook shall
have the right to elect one of the following rights and remedies, as its sole
and exclusive remedy with respect to any such breach or default known to
Belbrook prior to Initial Closing (it being acknowledged that if Belbrook knows
of any such breach or default and fails to notify Duke thereof prior to
Closing, Belbrook shall be considered to have elected the option set forth in
Subsection (ii) below):


(i)            Terminate this Agreement by notice
to Duke, and all obligations of the parties under this Agreement shall
terminate and Belbrook shall be entitled to immediate payment from Duke of all
out-of-pocket costs incurred by Belbrook in connection with the
Agreement and the transactions contemplated hereby (provided that after the
Initial Closing occurs, the out-of-pocket costs shall be measured from the most
recent Closing to the date of said termination), subject to a maximum
reimbursement not to exceed $500,000.00.


(ii)           Waive the breach or default as a
condition of Closing (subject to any written agreement between the parties to
address said breach or default)and proceed to Closing in accordance with the
provisions of this Agreement.



 12
  
 









(iii)          Seek specific performance.


(b)           In the event of a material breach or
default by Company or Belbrook of any of its representations, warranties,
covenants or obligations hereunder which is not cured within thirty (30) days
after notice to Belbrook thereof, Duke shall have the right to elect one of the
following rights and remedies, as its sole and exclusive remedy:


(i)            Terminate this Agreement by notice to
Belbrook, and all obligations of the parties under this Agreement shall
terminate and Duke shall be entitled to immediate payment from Belbrook of all
out-of-pocket costs incurred by Duke in connection with the
Agreement and the transactions contemplated hereby, (provided that after the
Initial Closing occurs, the out-of-pocket costs shall be measured from the most
recent Closing to the date of said termination) subject to a maximum
reimbursement not to exceed $500,000.00.


(ii)           Waive the breach or
default and proceed to Closing in accordance with the provisions of this
Agreement (subject to any written agreement between the parties to address said
breach or default).


(iii)          Seek specific performance.


ARTICLE 10.  Entire Agreement Herein:  The parties understand and agree that their
entire agreement is contained herein and that no warranties, guarantees,
statements, or representations shall be valid or binding on a party unless set
forth in this Agreement.  It is further
understood and agreed that all prior understandings and agreements heretofore
had between the parties are merged in this Agreement which alone fully and
completely expresses their agreement and that the same is entered into after
full investigation, neither party relying on any statement or representation
not embodied in this Agreement.  This
Agreement may be changed, modified, altered or terminated only by a written
agreement signed by the parties hereto.


ARTICLE 11.  Damage or Destruction; Condemnation:  (a) The risk of loss, damage or destruction
to the Property by fire or other casualty or the taking of all or part of the
Property by condemnation or eminent domain or by an agreement in lieu thereof
until the Closing is assumed by Duke.



 13
  
 









(b)           In the event of any damage or destruction of the Property, then, as
long as (i) the damage or destruction was insured, (ii) there is no loss of
rent (i.e. the tenants are not entitled to an abatement of rent, or if tenants
are entitled to an abatement of rent, such abatement is covered through rent
loss insurance proceeds or a binding, unconditional agreement by Duke in form
and substance satisfactory to Belbrook to cover such abatement), and (iii) Duke
pays to the Company any applicable deductible, then the Company and Belbrook
shall proceed to Closing. If the conditions of subsection (b) above are not
satisfied, then Belbrook may elect to proceed to Closing to include the
affected Property, or terminate this Agreement as to the affected Property.


(c)           If all or part of
the Property is taken by condemnation, eminent domain or by agreement in lieu
thereof, or any proceeding to acquire, take or condemn all or part of the
Property is threatened or commenced (collectively, a “Taking”), which (i)
allows a tenant to terminate its lease (and said tenant does not agree to waive
its termination right) or (ii) materially impacts access or parking for the
applicable Property (collectively, a “Material Taking”), the Company may either
(1) terminate this Agreement as it relates to the affected Property and proceed
to Closing on the remaining Properties with an appropriate reduction in the
Gross Agreed Value for any terminated Property or (2) proceed to Closing in
accordance with the terms hereof, without reduction in the Gross Agreed
Value.  If Owning Entity has received
payments from the condemning authority and if Company elects to proceed to
Closing, Owning Entity shall credit the amount of said payment against the
Gross Agreed Value at the Closing.  If a
Taking is not a Material Taking and the Owning Entity has not received payments
from the condemning authority, then the parties shall proceed to Closing in
accordance with the terms hereof, without reduction in the Gross Agreed
Value.  If payments have been received, a
credit for same shall be applied at Closing except to the extent used by
Property Owner for repair of any damage to the Property caused by the Taking.


(d)           Duke shall
immediately notify Company of any damage or destruction to the Property or any
notice received by Owning Entity or Duke or information or awareness acquired
by Duke regarding the threatening of or commencement of condemnation or similar
proceedings.


(e)           If any Property is terminated from
this Agreement pursuant to this Article 11, the Closing shall be delayed to
allow Duke to transfer the Property from the Property Owner to an entity owned
solely by Duke, together with an assignment of all insurance or Taking
proceeds, if necessary.



 14
  
 









ARTICLE 12.  Representations and Warranties of Duke:  (a) Subject to the disclosures contained in Exhibit
U attached hereto and made a part hereof (the “Disclosure Items”), matters
contained in the due diligence materials delivered to Belbrook or located in
the electronic data room created by Duke (the “Data Room”) and made available
to Belbrook and any matters of public record where the Property is located, Duke
hereby represents and warrants to Company as of the date of this Agreement and
as of the Closing Date as follows:


(i)                                     Each
Owning Entity other than Duke is a limited liability company duly and validly
organized and existing and governed by the laws of the State of Delaware and
registered to do business in the State of Virginia, if so required.  Furthermore, since its inception, each Owning
Entity other than Duke has been, and is as of the date hereof, a disregarded
entity for Federal income tax purposes.


(ii)                                  A
true and complete copy of the operating agreement and all other organizational
documentation for each Owning Entity other than Duke along with all amendments
thereto and modifications thereof has been certified by Duke and delivered to
Company, and the same is in full force and effect and has not been, and will
not be, subsequently modified, supplemented or amended, except as expressly
required hereby.


(iii)                               Each
Owning Entity has filed all requisite assumed name and other certificates with
respect to such Owning Entity in all appropriate governmental offices,
including, but not limited to, all appropriate governmental offices in the
Commonwealth of Virginia.


(iv)                              Each
Owning Entity has the legal right and all necessary power and authority to
carry on its business as it is now being conducted and to own, maintain, lease
and operate all of the properties and assets, including, without limiting the
foregoing, the Property now owned and operated by it.  No Owning Entity other than Duke does engage
in or has engaged in any business other than the ownership, maintenance,
leasing and operation of the Property and activities related thereto.  Except as set forth in Exhibit M, no
Owning Entity other than Duke (1) does own, lease or have nor has owned, leased
or had any tangible property other than the Property or (2) has or ever has had
any direct or indirect ownership interest in any other real or personal
property, firm, corporation, joint venture, 



 15
  
 









partnership,
business entity or other enterprise.  No
Owning Entity other than Duke has qualified to do business in any jurisdiction
other than the Commonwealth of Virginia and the State of Delaware.


(v)                                 The
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby do not, and will not, violate any
provisions of the organizational documents or operating agreement and will not
violate any provision of, or cause a default under, or result in the
acceleration of any obligation under, any agreement to which any Owning Entity
is a party or by which any Owning Entity or its operations is bound, or any
law, statute, rule, ordinance, regulation or requirement by which any Owning
Entity or the operations of any Owning Entity may be bound or affected; do not,
and will not, require the consent or approval of any court, administrative or
governmental authority; and do not, and will not, result in the creation or
imposition of any lien upon, or give to any person or entity any interest or
right (including any right of termination or cancellation) in or with respect
to, any agreement to which any Owning Entity is a party or any Owning Entity is
bound, or, in or with respect to the business or operations of any Owning
Entity.


(vi)                              The
Property Owners are the sole owners of the Property and hold good and
indefeasible title to all of the Property subject only to the encumbrances as
were set forth in the title policies issued in the name of each Property Owner
and heretofore made available in the Data Room. 
There are no liens, encumbrances and encroachments from or on the
Property (“New Title Matters”) except those as were in existence on the
effective date of each title policy and survey of the Property issued in the
name of each Property Owner except (1) real estate taxes and other charges
payable therewith not yet due and payable, (2) normal and customary easements
(e.g. utilities, access etc.) that do not materially impair the marketability
of the Property or its use and enjoyment and (3) the Assumed Loans.


(vii)                           The
Property Owners are the sole owners of the Personal Property and hold good and
indefeasible title to all of the Personal Property.  There are no liens, charges, encumbrances,
rights, restrictions and agreements of any nature affecting the Personal
Property (“New Personal Property Matters”) except as were in existence on the
effective date of each title policy issued in the name of each Property 



 16
  
 









Owner except (1)
personal property taxes and other charges payable therewith not yet due and
payable, and (2) the Assumed Loans.


(viii)                        The facts
set forth in Article I of this Agreement relating to the Owning Entities are
true, correct and complete and the Member Interests are free and clear of all
liens, charges, encumbrances, rights, restrictions and agreements of any nature.


(ix)                                Reserved.


(x)                                   There
are no outstanding warrants, options, rights, agreements, calls or other
commitments to which any of the Property, or any Owning Entity (other than
Duke) is a party or by which it is bound relating to or providing for the sale,
conveyance, transfer, gift, pledge, mortgage or other disposition, encumbrance
or granting of, or permitting any person or other entity to acquire any
interest in any Owning Entity (other than Duke) or the Property, respectively.


(xi)                                Except
as expressly disclosed in Exhibit R, (1) to Duke’s knowledge, there
is no litigation or governmental proceeding pending or threatened with respect
to the Property, or with respect to any Owning Entity which impairs the ability
of the Owning Entity to perform its obligations under this Agreement and (2) no
Owning Entity other than Duke has any present liabilities or, to Duke’s
knowledge, contingent liabilities, including, without limitation, liabilities
with respect to (A) injury or damage to any person or property, whether or not
reserved against, arising out of or relating to the ownership, maintenance, use
or operation of the Property or activities now being or heretofore conducted by
any Owning Entity except for any personal injury or property damage action for
which there is adequate insurance coverage, (B) penalties, levies, fines,
judgments or assessments (except for real estate and personal property taxes
and front-foot assessments not yet due and payable), and (C) indebtedness for
borrowed money except for the Assumed Loans. 
As used herein, the term “liabilities” shall include, without
limitation, a state of facts which has occurred prior to the date hereof and
which results in or gives rise to a claim subsequent to the date hereof.


(xii)                             To
Duke’s knowledge, there are no outstanding judgments, claims, orders, or
assessments against any Owning Entity (other than Duke) 



 17
  
 









which have not
been fully paid or satisfied as of the date hereof, except for real estate and
personal property taxes not yet due and payable.


(xiii)                          This
Agreement and all documents that are to be executed by Duke and delivered to
Company at the Closing are, or at the time of the Closing will be, duly
authorized, executed and delivered by Duke, and all consents required under
Duke’s organizational documents or by law have been obtained.  All necessary third party consents and
approvals to the transactions contemplated hereby have been obtained, other
than the consent of Existing Lenders. 
This Agreement and all such documents are, or at the Closing will be,
legal, valid and binding obligations of each of the Owning Entities and Duke,
and do not violate any material provisions of any agreement or judicial order
to an Owning Entity, Duke or the Property is subject.


(xiv)                         To Duke’s
knowledge, there are no condemnation, zoning, environmental or other land use
regulation proceedings affecting the Property, either instituted or planned to
be instituted, that would detrimentally affect the use, occupancy and operation
of the Property or the value of the Property.


(xv)                            Except
as set forth on Exhibit P (“Rent Roll”), there are no Leases or other
occupancy arrangements or claims to possession affecting the Property and, to
Duke’s knowledge, each of the Leases listed on the Rent Roll is in full force
and effect.  To Duke’s knowledge, (1)
there is no monetary default or other material default on the part of Landlord
or Tenant under any of said Leases except as disclosed on the Rent Roll and (2)
no act or omission has occurred which with the passage of time or the giving of
notice or both could create such a default. 
The information regarding the Leases set forth on the Rent Roll is
materially true, correct and complete.  A
true, correct and complete copy of each Lease in Duke’s possession or control
has heretofore been made available to the Company either by delivery or in the
Data Room.  To Duke’s knowledge, the
information furnished to the Owning Entities by tenants in the estoppel
certificates made available to Company in the Data Room or otherwise is true
and correct on the date hereof as though such estoppels were dated the date
hereof, subject to changes reflected in the Rent Roll.


 



 18
  















 


(xvi)                         There is
no employment contract or collective bargaining agreement in force which
affects the Property.


(xvii)                      No Owning
Entity other than Duke has any employees.


(xviii)                   Except as set
forth on Exhibit Q there are no management, service, supply and maintenance
agreements, equipment leases, or other contracts and agreements to which any
Owning Entity is party with respect to or affecting the Property as of the date
of this Agreement (herein collectively referred to as the “Operating Contracts”).


(xix)                           To Duke’s
knowledge, the Properties are not in violation of any material requirement of
any laws and regulations; all licenses, permits, consents, orders,
authorizations or other approvals (collectively, the “Licenses”) required for
the ownership, use or operation of the Property have been duly and validly
issued by the appropriate authority and are in full force and effect; and no
Owning Entity has received any written notice of proceedings relating to the
revocation or modification of any such License which would have a material
adverse effect on the Property.


(xx)                              Duke
has delivered or made available in the Data Room to Company true and complete
copies of all reports prepared for Duke or in Duke’s possession or control
related to hazardous waste, hazardous materials, hazardous substances, oil,
radon, urea-formaldehyde, lead paint or asbestos.  To Duke’s knowledge, except as set forth in
such reports delivered to Company, the Property is not in violation of any
applicable environmental laws and the Property does not have any aboveground or
underground storage tanks located thereon. 
For purposes hereof the terms “hazardous waste”, “hazardous substances”,
“hazardous materials” and “oil” shall mean and include any material defined as
such under any federal, state or local law, rule, regulation or order or
regulation relating to the protection of human health and the environment or
hazardous or toxic substances or wastes, pollutants or contaminants.


(xxi)                           Except
as set forth in Exhibit R hereto, there is not now pending nor, to Duke’s
best knowledge has there been threatened, any action, suit or proceeding
against or affecting any Owning Entity or the Property before or by any federal
or state court, commission, regulatory body, administrative agency or other governmental
body, domestic or 



 19
 









foreign, wherein
an unfavorable ruling, decision or finding, upon consummation of the sale
contemplated hereby to Company or otherwise, may reasonably be expected to have
a material adverse effect on the business or prospects of or on the condition
or operations of the Property and/or, any Owning Entity would interfere with
Duke’s ability to consummate the transactions by this Agreement.  Exhibit R attached hereto is a complete list
of all pending litigation affecting the Owning Entities (other than Duke), the
Property or the Owning Entities’ operation thereof.


(xxii)                        Neither
Duke nor any other Owning Entity is a “foreign person” as defined by the
Internal Revenue Code (“IRC”), Section 1445 and Duke’s Taxpayer or Employer
I.D. Number is 35-1898425.


(xxiii)                     With respect
to Assumed Loans to which certain Property will be subject at Closing (1) that
the Loan Documents (the “Loan Documents”) heretofore made available to Belbrook
in the Data Room; (2) the unpaid principal balance of the Assumed Loans is, on
the date hereof, as set forth in Exhibit V and on the date of the
Closing with respect to the Property encumbered by the Assumed Loan will be as
set forth in a certificate from Duke delivered at such Closing, the (“Loan
Certificate”) from Duke delivered at such Closing; (3) interest due and payable
to date in respect of the principal indebtedness has been paid; (4) the amount
of any escrows, reserves or impounds then being held by or on behalf of Lender
are, on the date hereof as set forth in Exhibit W and at relevant Closing will
be as set forth from in the Loan Certificate and (5) to Duke’s best knowledge
Borrower is not in default in paying the Assumed Loans or in performing or
observing any of the covenants or agreements of the Assumed Loans.


(xxiv)                    From the time
of its formation, each Owning Entity has maintained general liability and
umbrella liability insurance coverage in the aggregate amount of at least Fifty
Million Dollars ($50,000,000).  Evidence
of such insurance coverage has been delivered by Duke to Company.


(b)           Duke shall indemnify and defend
Company and Belbrook against and hold Company and Belbrook harmless from any
and all losses, costs, damages, liabilities and expenses (including, without
limitation, reasonable counsel fees) arising out of any (i) claims, actions,
suits or proceedings that may be made, 



 20
 









asserted or
commenced under or in connection with the Member Interest, the Leases or any
other matter relating to the Property if the same results from any breach of
Duke’s obligations prior to Closing, or (ii) any breach by Duke of its
representations and warranties hereunder, to the extent of the actual costs
incurred by Company as a result of such breach. 
Any action by Belbrook or Company for breach of any representation or
warranty or claim under the indemnity contained herein must be commenced within
three hundred sixty-five (365) days of each Closing or forever be barred except
as hereinafter explicitly set forth. 
Duke shall not be liable for any breach of a representation or warranty
discovered by Belbrook prior to Closing unless such liability is specifically
affirmed by Duke in writing herein or by separate instrument at or prior to
Closing.  This subsection (b) shall expressly
survive each Closing subject to the applicable limitations on survivability.


(c)           Except as expressly set forth herein
or called for herein or called for in any of the instruments attached as
exhibits hereto, DUKE AND THE OTHER OWNING ENTITIES MAKE NO WARRANTIES OR
REPRESENTATIONS of any kind or
character, express or implied, with respect to (i) the quality, nature,
adequacy and physical condition and aspects of the Property, including, but not
limited to, the structural elements, seismic aspects of the Property,
foundation, roof, appurtenances, access, landscaping, parking facilities and
the electrical, mechanical, HVAC, plumbing, sewage, and utility systems,
facilities and appliances, the square footage within the improvements on the
Property and within each tenant space therein, (ii) the quality, nature,
adequacy, and physical condition of soils, geology and any groundwater, (iii)
the existence, quality, nature, adequacy and physical condition of utilities
serving the Property, (iv) the development potential of the Property, and the Property’s
use, habitability, merchantability, or fitness, suitability, value or adequacy
of the Property for any particular purpose, (v) the zoning or other legal
status of the Property or any other public or private restrictions on use of
the Property, (vi) the compliance of the Property or its operation with any
applicable codes, laws, regulations, statutes, ordinances, covenants,
conditions and restrictions of any governmental or quasi-governmental entity or
of any other person or entity, (vii) the presence of hazardous materials on,
under or about the Property or the adjoining or neighboring property, (viii)
the quality of any labor and materials used in any improvements on the
Property, (ix) the condition of title to the Property, (x) the Leases, Operating
Contracts, or other documents or agreements affecting the Property, (xi) the
value, economics of the operation or income potential of the Property, or (xii)
any other fact or condition which may affect the Property, including without
limitation, the physical condition, value, economics of operation or income
potential of the Property.  



 21
 









Notwithstanding anything contained herein to the contrary, this
Subsection (c) shall survive the Closing or any termination of this Agreement.


(d)           For purposes of this
Agreement and any document delivered at Closing, whenever the phrase “to the
best of Seller’s knowledge” or the “knowledge” of Duke or any other Owning
Entity or words of similar import are used, they shall be deemed to mean and
are limited to the current actual knowledge only of Howard Feinsand, Nicholas
Anthony, Jeff Behm, Peter Scholz, Battista Orsino and Kathy Knizner, at the
times indicated only, and not any implied, imputed or constructive knowledge of
such individual(s) or of Duke or any Owning Entity, and their employees, and
representative, and without any independent investigation or inquiry having
been made or any implied duty to investigate, make any inquiries or review the
due diligence materials.  Furthermore, it
is understood and agreed that such individual(s) shall have no personal
liability in any manner whatsoever hereunder or otherwise related to the
transactions contemplated hereby.


ARTICLE 13.  Limitation of Liability.
Notwithstanding anything to the contrary contained herein, after the Closing:
(a) the maximum aggregate liability of Duke, and the maximum aggregate amount
which may be awarded to and collected by Belbrook and the Company (including,
without limitation, for any breach of any representation, warranty and/or
covenant by Duke) under this Agreement or any documents executed pursuant
hereto or in connection herewith, (collectively, the “Other
Documents”), shall under no circumstances whatsoever exceed ten
percent (10%) of Gross Agreed Value and (b) no claim by Belbrook or the Company
alleging a breach by Duke of any representation, warranty and/or covenant of
Duke contained herein or in any of the Other Documents may be made, and Duke
shall not be liable for any judgment in any action based upon any such claim,
unless and until such claim, either alone or together with any other claims by
Belbrook or the Company alleging a breach by Seller of any such representation,
warranty and/or covenant is for an aggregate amount in excess of Fifty Thousand
Dollars ($50,000) (the “Floor Amount”),
in which event Duke’s liability respecting any final judgment concerning such
claim or claims shall be for the entire amount thereof, subject to the
limitation set forth in clause (a) above; provided, however, that if any such
final judgment is for an amount that is less than or equal to the Floor Amount,
then Duke shall have no liability with respect thereto.  This provision shall expressly survive the
Closing or the termination of this Agreement.


ARTICLE 14.  Apportionment of Rents, Taxes and Other
Charges:  (a) All normal and
customarily proratable items of the Property and the Owning Entities, 



 22
 









including without
limitation, real estate and personal property taxes and assessments, utility
bills, collected rents and other income, and Operating Contract payments (under
Operating Contracts assumed by Company) and any other expenses of the operation
and maintenance of the Property, shall be prorated as of the Closing Date, Duke
being charged and credited for all of the same relating to the period up to the
Closing Date and Company being charged and credited for all of the same
relating to the period on and after the Closing Date.  Real estate taxes shall be prorated on the
basis of the amount due and payable for the year of Closing.  No proration shall be made in relation to
delinquent rents existing, if any, as of the Closing Date.  In adjusting for uncollected rents, no
adjustment shall be made in Duke’s favor for rents which have accrued and are
unpaid as of Closing, but Company shall pay Duke such accrued and unpaid rents,
as and when collected by Company, it being agreed that Company shall not be
deemed to have collected any such arrearages attributable to the period prior
to Closing until such time as the tenant is current in the payment of all rents
accruing in the month of and after the Closing. 
Company agrees to bill tenants of the Property for all past due rents
and to take any additional reasonable actions requested by Duke to collect
rents that are accrued but unpaid as of the Closing, provided that Company
shall not be obligated to incur any out-of-pocket third party
expense in connection with such actions and Company shall not be obligated to
take any action to terminate a tenancy. Prepaid insurance premiums will be
prorated and Belbrook and Company will be added as additional insureds.  Company shall
receive the Security Deposits, with interest thereon required by the Leases or
by law (if not transferred separately in kind). 
If interest is due on a Security Deposit only if the tenant is in
possession for a stated period of time which has not elapsed as of Closing, the
credit shall be given as if the tenant will be in possession for the required
period and there shall be no post closing adjustment.  The provisions of this Article 14 shall
survive the Closing.  There will be a
readjustment, if necessary.  The parties
will readjust as promptly as possible when the relevant facts are available.


(b)           For Properties subject to Existing
Loans, Duke will receive a credit from the Company equal to the balance of any
escrow accounts being held by the Existing Lenders on the day of the
Closing.  The balances on the date hereof
are set forth in Exhibit W.


(c)           A detailed statement shall be
prepared at the Closing setting forth the manner of computation of the aforesaid
pro-ration adjustments.


ARTICLE 15.  Broker:  Each party represents hereby to the other
that it dealt with no broker other than Banc America Securities, LLC (the “Broker)
in the consummation of this Agreement and each party indemnifies the other from
any 



 23
 









claim arising from
the failure of such representation by the indemnifying party.  Any compensation due to Broker shall be the
sole responsibility of, and be timely paid by, Duke.  This Article 15 shall expressly survive
Closing.


ARTICLE 16.  Mutual Indemnification .  The transfer of Member Interests contributed
hereunder is intended to be effective at the times of the Closings pursuant to
this Agreement.  Subject to specific
provisions hereof, any debts, taxes, or claims of third parties arising out of
Owning Entities’ ownership and possession of the Properties and the conduct of
any business conducted by Owning Entities in connection with the Property
and/or Owning Entities prior to the Closing (even though such claims, taxes or
suits may be levied or be instituted thereafter) and any liabilities of the
Owning Entities not disclosed on the Balance Sheet shall remain Duke’s
exclusive responsibility and, subject to all of the indemnification limitations
which are included in Article 13 above, Duke indemnifies and saves harmless
Company with respect to any loss or expense which Owning Entities or Company
shall sustain because of any such debts or claims.  Any debts, taxes or claims of third parties
arising out of Owning Entities’ ownership and possession of the Property or the
conduct of any business conducted by Owning Entities after the Closing Date
(not specifically caused by the breach of any of Duke’s representations,
warranties or covenants contained herein) and the accrual of the Company’s
right to the Property as the new Member of Owning Entity are to be the
exclusive responsibility of the Company. 
The Company shall and hereby does indemnify and save harmless Duke with
respect to any loss or expense which Duke shall have sustained because of any
such debts or claims.  The provisions
hereof shall survive the Closing indefinitely.


ARTICLE 17.  Taxes.


(a)           Duke represents and warrants that
each of the Owning Entities has filed all material tax returns required to be
filed prior to the Closing Date and has paid all taxes it owes with respect to
all taxable periods ending on or before the Closing Date.  Duke shall indemnify the Company for any
liability with respect to taxes (including interest and penalties thereon) owed
by any Owning Entity for any taxable period ending on or before the Closing.


(b)           Duke shall prepare or cause to be
prepared, and file or cause to be filed, all Tax Returns required to be filed
by the Owning Entities for all taxable periods ending on or before the Closing
Date.


(c)           Duke shall defend any audit or other
proceedings involving taxes for any taxable period of any Owning Entities
ending on or before the Closing Date.



 24
 









(d)           The parties agree to report the
contributions of the entire Member Interest of each of the Owning Entities to the
Company as transactions in which gain, if any, is recognized for federal income
tax purposes.  Duke represents and
warrants that immediately following the contribution, the tax basis of the
Properties to the Company will equal the Gross Agreed Value minus the Closing
prorations other than closing costs.


The provisions of
this Article 17 shall survive the Closing.


ARTICLE
18.  Indemnity and Agreement Regarding
Special Title Situation (a)     .  Duke hereby agrees to indemnify,
defend and hold harmless Company from and against any and all loss, costs or
expense reasonably incurred by  Company relating to:


i.                  Any encroachment, existing as of the date
hereof, of the building located at 4805 Stonecroft Boulevard at Westfields into
a so-called “side yard set back area” established by the Declaration of
Protective Covenants and Restrictions which encumber said Property as of the
date hereof (the “Declaration”); and


ii.               Any encroachment, existing as of the date
hereof, of the building located at 4803 Stonecroft Boulevard at Westfields into
a so-called “no-build area” of a recorded landscape easement which encumbers
said Property as of the date hereof (the “Landscape Easement”).


This indemnity (1) shall apply only to third party
claims of violations under the Declaration or Landscape Easement related to the
above referenced encroachments and shall apply only to actual out of pocket
expenses of the Company (which shall include, to the extent reasonably
incurred, without limitation, (x) all costs of remodeling, alteration,
reconstruction or other physical changes, (y) all administrative and legal
costs and attorneys’ fees and expenses, and (z) any and all fines, penalties or
the like to the extent the foregoing arise as a result of third party claims
relating to such encroachments but shall expressly exclude consequential
damages, including, without limitation, any alleged price reduction in a sale
of the affected Property related to the encroachments or other reduction in
value of the affected Property), (2) is personal to the Company and shall not
be assignable to any successor in title or other party and (3) shall not apply
to any claim based on an amendment to the Declaration or Landscape Easement
after the date hereof.



 25
 









Notwithstanding anything to the contrary contained
elsewhere in this Agreement, this indemnity shall survive for the maximum
duration permitted by law; provided, however, this indemnity shall not cover
losses, costs or expenses (1) for claims first arising after the date that
Belbrook and any Belbrook Affiliate is no longer a Member of the Company, (2)
first arising after the date that the Company prevents Duke from taking the
lead in any negotiations, arbitration, mediation, administrative hearings,
litigation and other similar proceedings (collectively, “Disputes”) on behalf
of the Company, of any third party claims under the Declaration or Landscape
Easement; provided, however, this is not intended to exclude Belbrook from
participating in any Disputes, but, rather, is to establish that Duke is to have
the final decision-making authority in such Disputes in order for Belbrook to
preserve its continuing rights under this indemnity, (3) first arising after
the date the Company shall have voluntarily settled any such claim if such
settlement was neither recommended or approved by Duke , including such losses,
costs and expenses in connection with such settlement, or (4) first arising
after the Company shall have rejected a proposed settlement of any such claim
that Duke recommends to the Company (unless the proposed settlement would
impose a cost to the Company that would not be covered in full by Duke).


        (b)     With respect to
the Properties known as 107 Carpenter Road and 109 Carpenter Road, TransDulles
(collectively hereinafter referred to as the “Benefited Parcels”), 21 of the
parking spaces (the “Parking Spaces”) serving such buildings are located wholly
or partially on land that will not be owned by the Company as part of the
transactions contemplated hereby.  Such land is, however, owned by a limited
liability company (the “Burdened Parcel Owner”) which is wholly owned by and
controlled by Duke.  Duke hereby agrees within fourteen (14) days
following the Initial Closing, to cause Burdened Parcel Owner to convey to the
Property Owner of the Benefited Parcels in form and substance reasonably
satisfactory to Belbrook and its counsel, an irrevocable, perpetual easement
for the benefit of the Benefited Parcels, running with the land, entitling the
owner(s) of the Benefited Parcels and their successors, assigns, tenants and
invitees to the exclusive use of said parking spaces.  The maintenance and
repair of the Parking Spaces shall be the responsibility of Property Owner of
the Benefited Parcels.


ARTICLE 19.  Recording:  It is agreed hereby that this Agreement shall
not be filed for recording with any governmental body.



 26
 









ARTICLE 20.  Notices:  Any notice or communication which may be or
is required to be given pursuant to the terms of this Agreement shall be in
writing and shall be sent to the respective party at the address set forth
below, postage prepaid, by Certified Mail, Return Receipt Requested, or by a
nationally recognized overnight courier service that provides tracing and proof
or receipt of items mailed, or to such other address as either party may
designate by notice similarly sent. 
Notices shall be effective upon receipt.


	
  

  	
  To Duke:

  	
  Duke Realty Corporation

  
	
   

  	
   

  	
  600 East 96th Street - Suite 100

  
	
   

  	
   

  	
  Indianapolis,  IN 
  46240

  
	
   

  	
   

  	
  Attn:       Jeffrey D. Behm

  
	
   

  	
   

  	
  Telephone:  (317) 808-6066

  
	
   

  	
   

  	
  Telecopy:    (317) 808-6794

  
	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
  Duke Realty Corporation

  
	
   

  	
   

  	
  3950 Shackleford Road,
  Suite 300

  
	
   

  	
   

  	
  Duluth, GA  30096

  
	
   

  	
   

  	
  Attn:       Howard Feinsand

  
	
   

  	
   

  	
  Telephone:  (770) 717-3267

  
	
   

  	
   

  	
  Telecopy:    (770) 717-3314

  
	
   

  	
   

  	
   

  
	
   

  	
  With an additional copy
  to:

  	
  Alston & Bird LLP

  
	
   

  	
   

  	
  1201 West Peachtree Street

  
	
   

  	
   

  	
  Atlanta, Georgia  30309-3424

  
	
   

  	
   

  	
  Attn:  Jay G. Farris, Jr.

  
	
   

  	
   

  	
  Telephone:  (404) 881-7896

  
	
   

  	
   

  	
  Telecopy:  (404) 253-8587

  
	
   

  	
   

  	
   

  
	
   

  	
  To Company:

  	
  Eaton Vance Management

  
	
   

  	
   

  	
  255 State Street

  
	
   

  	
   

  	
  Boston, MA  02109

  
	
   

  	
   

  	
  Attn:  General Counsel

  
	
   

  	
   

  	
  Telephone:  617-598-8180

  
	
   

  	
   

  	
  Telecopy:  617-598-0432

  
	
   

  	
   

  	
   

  
	
  

  	
  With copy to:

  	
  Eaton Vance Management

  
	
   

  	
   

  	
  255 State Street

  
	
   

  	
   

  	
  Boston, MA  02109

  
	
   

  	
   

  	
  Attn:  Director of Asset Management

  
	
   

  	
   

  	
  Real Estate Group

  
	
   

  	
   

  	
  Telephone:  617-598-8681

  
	
   

  	
   

  	
  Telecopy:  617-542-7410

  
	
   

  	
   

  	
   

  
	
   

  	
  With an additional copy to:

  	
  Goulston & Storrs,
  P.C.

  
	
   

  	
   

  	
  400 Atlantic Avenue

  
	
   

  	
   

  	
  Boston, MA  02110-3333

  
	
   

  	
   

  	
  Attn:  Eli Rubenstein

  
	
   

  	
   

  	
  Telephone:  (617) 574-6446

  
	
  

  	
   

  	
  Telecopy:  (617) 574-7629

  



 



 27
 









 


ARTICLE 21.  Captions; Exhibits:  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 hereof.  All Exhibits and Schedules attached to this
Agreement are made a part hereof and incorporated herein.


ARTICLE 22.  Successors and Assigns:  This Agreement shall be binding upon the
parties hereto and their respective successors and assigns.


ARTICLE 23.  Closing Costs:  Each of Duke and Belbrook shall be
responsible for its own legal expenses, financial analysis costs and due
diligence expenses.  All other closing
costs shall be borne by the Company.


ARTICLE 24.  Governing Law:  The laws of Virginia shall govern the
validity, construction, enforcement and interpretation of this Agreement.


ARTICLE 25.  Multiple Counterparts:  This Agreement may be executed in any number
of identical counterparts.  If so
executed, each of such counterparts shall constitute this Agreement.  In proving this Agreement, it shall not be
necessary to produce or account for more than one such counterpart.


ARTICLE 26.  Representations and Warranties of Company:  Company hereby represents and warrants to
Duke as of the date hereof and as of the Closing Date as follows:


(a)           This Agreement and all documents
executed by Company that are to be delivered to Duke at the Closing are, or at
the time of Closing will be, duly authorized, executed and delivered by
Company.  This Agreement and such
documents are, or at the Closing will be, legal, valid, and binding obligations
of Company, and do not, and, at the time of Closing will not, violate any
provisions of any agreement or judicial order to which Company is a party or to
which it is subject.



 28
 









(b)           There are no proceedings pending or,
to Company’s knowledge, threatened against it in any court or before any
governmental authority or any tribunal which, if adversely determined, would
have a material adverse effect on its ability to accept the membership
interests to be conveyed or to carry out its obligations under this Agreement.


(c)           Company shall indemnify and defend
Duke against and hold Duke harmless from any and all losses, costs, damages,
liabilities and expenses (including, without limitation, reasonable counsel fees)
arising out of any breach by Company of its representations and warranties
hereunder.


ARTICLE 27.  Representations and Warranties of Belbrook:  Belbrook hereby represents and warrants to
Duke as of the date hereof and as of the Closing Date as follows:


(a)           Belbrook is a corporation duly and
validly organized and existing and governed by the laws of the State of
Delaware.


(b)           This Agreement and all documents
executed by Belbrook that are to be delivered to Duke at the Closing are, or at
the time of Closing will be, duly authorized, executed and delivered by
Belbrook.  This Agreement and such
documents are, or at the Closing will be, legal, valid, and binding obligations
of Belbrook, and do not, and, at the time of Closing will not, violate any
provisions of any agreement or judicial order to which Company is a party or to
which it is subject.


(c)           There are no proceedings pending or,
to Belbrook’s knowledge, threatened against it in any court or before any
governmental authority or any tribunal which, if adversely determined, would
have a material adverse effect on its ability to carry out its obligations
under this Agreement.


(d)           Belbrook shall indemnify and defend
Duke against and hold Duke harmless from any and all losses, costs, damages,
liabilities and expenses (including, without limitation, reasonable counsel
fees) arising out of any breach by Company of its representations and
warranties hereunder.


ARTICLE 28.  Post-Closing Obligations:  (a) 
After each Closing, each of Company and Duke shall cooperate with one
another at reasonable times and on reasonable conditions and shall execute and
deliver such instruments and documents as may be necessary in order fully to
carry out the intent and purposes 



 29
 









of the
transactions contemplated hereby.  Except
for such instruments and documents as the parties were originally obligated to
deliver by the terms of this Agreement, such cooperation shall be without
additional cost or liability.


(b)  In addition to the foregoing, upon the
request of Company, Duke shall make its records pertaining to the Property
available to Company for inspection, copying and audit by Company’s designated
accountants at Company’s sole cost and expense in order to allow its
accountants to prepare financial statements in compliance with any or all of
(a) the rules of the Securities and Exchange Commission (the “Commission”); and
(b) any registration statement, report or disclosure statement filed with the
Commission by, or on behalf of, Company; provided, however, that in any such
event (s), Company shall reimburse Duke for all third party out-of-pocket costs
and expenses that Duke incurs in order to comply with the foregoing
requirements.


(c)           The provisions of this Article 28
shall survive the Closing.



 30














IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as an instrument as of
the day and date first written above.


	
  

  	
  DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited
  partnership

  
	
   

  	
   

  
	
   

  	
  By:   Duke Realty Corporation, its sole
  general partner

  
	
   

  	
   

  	
   

  
	
  :

  	
  By:

  	
  /s/ Howard L.
  Feinsand

  
	
  :

  	
   

  	
  Name: Howard L. Feinsand

  
	
   

  	
   

  	
  Title: Executive
  Vice President, General Counsel and Corporate Secretary

  



 


	
  

  	
  WTM MASTER BUILDING, LLC, a Delaware limited
  liability company

  
	
   

  	
   

  
	
  :

  	
  By:   Duke Realty Limited Partnership, its
  sole member

  
	
   

  	
   

  
	
   

  	
        By: Duke Realty
  Corporation, its sole general partner

  
	
   

  	
   

  	
   

  
	
  :

  	
  By

  	
  /s/ Howard L. Feinsand

  
	
   

  	
   

  	
  Name: Howard L. Feinsand

  
	
   

  	
   

  	
  Title: Executive
  Vice President, General Counsel and Corporate Secretary

  



 


	
  

  	
  TRANSDULLES BUILDINGS, LLC, a Delaware limited
  liability company

  
	
   

  	
   

  
	
  :

  	
  By:   WTM Master Building, LLC, its
  sole member

  
	
   

  	
   

  
	
  :

  	
  By:   Duke
  Realty Limited Partnership, its sole member

  
	
   

  	
   

  
	
   

  	
  By:    Duke
  Realty Corporation, its sole general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Howard L. Feinsand

  
	
   

  	
   

  	
  Name: Howard L. Feinsand

  
	
   

  	
   

  	
  Title: Executive Vice President, General Counsel and
  Corporate Secretary

  



 



  
  
 








 


	
  

  	
  WESTFIELDS BUILDINGS, LLC, a Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
  By:   WTM Master Building, LLC, its
  sole member

  
	
   

  	
   

  
	
  :

  	
  By:   Duke
  Realty Limited Partnership, its sole member

  
	
   

  	
   

  
	
  :

  	
  By:   Duke
  Realty Corporation, its sole general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Howard L. Feinsand

  
	
   

  	
   

  	
  Name: Howard L. Feinsand

  
	
   

  	
   

  	
  Title: Executive
  Vice President, General Counsel and Corporate Secretary

  



 


 


	
  

  	
  WESTFIELDS LIBERTY II, LLC, a Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
  By:   Westfields Buildings, LLC, its sole
  member

  
	
   

  	
   

  
	
   

  	
  By:  WTM
  Master Building, LLC, its sole member

  
	
   

  	
   

  
	
   

  	
  By:  Duke
  Realty Limited Partnership, its sole member

  
	
   

  	
   

  
	
  :

  	
  By:  Duke
  Realty Corporation, its sole general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Howard L. Feinsand

  
	
   

  	
   

  	
  Name: Howard L. Feinsand

  
	
   

  	
   

  	
  Title: Executive
  Vice President, General Counsel and Corporate

  
	
   

  	
   

  	
  Secretary

  



 



  
  
 








 


	
  

  	
  WESTFIELDS LIBERTY III, LLC, a Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
  By:   Westfields Buildings, LLC, its sole
  member

  
	
   

  	
   

  
	
  :

  	
  By
     WTM Master Building, LLC, its sole member

  
	
   

  	
   

  
	
   

  	
  By:   Duke
  Realty Limited Partnership, its sole member

  
	
   

  	
   

  
	
   

  	
  By:
     Duke Realty Corporation, its sole general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Howard L. Feinsand

  
	
   

  	
   

  	
  Name: Howard L. Feinsand

  
	
   

  	
   

  	
  Title: Executive
  Vice President, General Counsel and Corporate

  
	
   

  	
   

  	
  Secretary

  



 


	
  

  	
  WESTFIELDS STONECROFT 4803, LLC, a Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
  By:   Westfields Buildings, LLC, its sole
  member

  
	
   

  	
   

  
	
   

  	
  By:    WTM
  Master Building, LLC, its sole member

  
	
   

  	
   

  
	
   

  	
  By:
     Duke Realty Corporation, its sole member

  
	
   

  	
   

  
	
   

  	
  By:   Duke
  Realty Corporation, its sole general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Howard L. Feinsand

  
	
   

  	
   

  	
  Name: Howard L. Feinsand

  
	
   

  	
   

  	
  Title: Executive
  Vice President, General Counsel and Corporate Secretary

  




  
  
 








 


	
  

  	
  WESTFIELDS STONECROFT 4805, LLC, a Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
  By:   Westfields Buildings, LLC, its sole
  member

  
	
   

  	
   

  
	
   

  	
  By:   WTM
  Master Building, LLC, its sole member

  
	
   

  	
   

  
	
   

  	
  By:   Duke
  Realty Corporation, its sole member

  
	
   

  	
   

  
	
  :

  	
  By   Duke
  Realty Corporation, its sole general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Howard L. Feinsand

  
	
   

  	
   

  	
  Name: Howard L. Feinsand

  
	
   

  	
   

  	
  Title: Executive
  Vice 

  President, General 

  Counsel and Corporate 

  Secretary

  



 


 


	
  

  	
  WESTFIELDS LIBERTY I, LLC, a Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
  By:   Duke Realty Limited Partnership, its
  sole general partner

  
	
   

  	
   

  
	
   

  	
  By:  Duke
  Realty Corporation, its sole general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Howard L. Feinsand

  
	
   

  	
   

  	
  Name: Howard L. Feinsand

  
	
   

  	
   

  	
  Title: Executive
  Vice President, General 

  Counsel and Corporate Secretary

  



 



  
  
 








 


	
  

  	
  WESTFIELDS BUILDINGS, LLC, a Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
  By:   WTM Master Building, LLC, its sole
  member

  
	
   

  	
   

  
	
   

  	
  By:   Duke
  Realty Corporation, its sole member

  
	
   

  	
   

  
	
   

  	
  By: Duke Realty
  Corporation, its sole general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Howard L. Feinsand

  
	
   

  	
   

  	
  Name: Howard L. Feinsand

  
	
   

  	
   

  	
  Title: Executive
  Vice
  President, General 

  Counsel and Corporate
  Secretary

  



 


	
  

  	
  BELBROOK REALTY CORPORATION, a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William R. Cross

  
	
   

  	
   

  	
  Name: William R. Cross

  
	
   

  	
   

  	
  Title: President

  



 


	
  

  	
  QUANTICO REAL ESTATE, LLC, a Delaware limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William R. Cross

  
	
   

  	
   

  	
  Name: William R. Cross

  
	
   

  	
   

  	
  Title: Manager