exv10w37






Exhibit 10.37




PURCHASE AND SALE AGREEMENT

[501 Airtech Parkway, Plainfield, Indiana]




ARTICLE 1: PROPERTY/PURCHASE PRICE



     1.1 Certain Basic Terms.



	 	 	 	 	 	 	 
	 	 	(a)	 	Purchaser and Notice Address:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	501 Airtech Parkway, LLC
	 

	 	 	 	 	 	An Indiana limited liability company
	 

	 	 	 	 	 	7635 Interactive Way, Suite 200
	 

	 	 	 	 	 	Indianapolis, Indiana 46278
	 

	 	 	 	 	 	Attn: Legal Department
	 

	 	 	 	 	 	Telephone: 317.707.2520
	 

	 	 	 	 	 	Facsimile: 317.707.2514
	 
	 	 	 	 	 	 
	 

	 	 	 	With a copy to:
	 	Brightpoint, Inc.
	 

	 	 	 	 	 	an Indiana corporation
	 

	 	 	 	 	 	7635 Interactive Way, Suite 200
	 

	 	 	 	 	 	Indianapolis, Indiana 46278
	 

	 	 	 	 	 	Attn: Legal Department
	 

	 	 	 	 	 	Telephone: 317.707.2520
	 

	 	 	 	 	 	Facsimile: 317.707.2514
	 
	 	 	 	 	 	 
	 	 	(b)	 	Seller and Notice Address:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	KPJV 501 AIRTECH PARKWAY LP,
	 

	 	 	 	 	 	a Delaware limited partnership
	 

	 	 	 	 	 	Attn: Jason Wong
	 

	 	 	 	 	 	4545 Airport Way
	 

	 	 	 	 	 	Denver, Colorado 80239
	 

	 	 	 	 	 	Telephone: 303/567-5675
	 

	 	 	 	 	 	Facsimile: 303/567-5602
	 

	 	 	 	 	 	Email: jwong@prologis.com
	 
	 	 	 	 	 	 
	 

	 	 	 	With a copy to:
	 	ProLogis
	 

	 	 	 	 	 	Attn: Tim Peters
	 

	 	 	 	 	 	4545 Airport Way
	 

	 	 	 	 	 	Denver, Colorado 80239
	 

	 	 	 	 	 	Telephone: 303/567-5186
	 

	 	 	 	 	 	Facsimile: 303/567-5761
	 

	 	 	 	 	 	Email: tpeters@prologis.com






 









 






	 	 	 	 	 	 	 
	 

	 	 	 	With a copy to:
	 	Seyfarth Shaw LLP
	 

	 	 	 	 	 	Attn: Ronald S. Gart, Esquire
	 

	 	 	 	 	 	975 F Street NW
	 

	 	 	 	 	 	Washington DC 20004
	 

	 	 	 	 	 	Telephone: 202-828-5320
	 

	 	 	 	 	 	Facsimile: 202-828-5393
	 

	 	 	 	 	 	E-mail: rgart@seyfarth.com
	 
	 	 	 	 	 	 
	 

	 	 	 	With a copy to:
	 	PNC Realty Investors, Inc.
	 

	 	 	 	 	 	Attn: Kenneth M. Marty, Jr.
	 

	 	 	 	 	 	1601 K Street, NW, Suite 1100
	 

	 	 	 	 	 	Washington, DC 20006
	 

	 	 	 	 	 	Telephone: 202.496.4742
	 

	 	 	 	 	 	Facsimile: 202.496.4743
	 

	 	 	 	 	 	Email: kenzie.marty@pnc.com






     (c) Effective Date: October 16, 2009



     (d) Purchase Price: $31,000,000.00.



     (e) Earnest Money: $1,000,000.00, including interest thereon.



     (f) Due Diligence Period: The period ending October 13, 2009.



     (g) Closing Date: As agreed between Seller and Purchaser, but no earlier than 2
business days following Seller’s investment committee approval and no later than 5 business days
following Seller’s investment committee approval, and in any event not later than October 23, 2009.



	 	 	 	 	 	 	 
	 

	 	(h)
	 	Title Company:
	 	Fidelity National Title Insurance Company
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Attn: Shirley Fox
	 

	 	 	 	 	 	8450 East Crescent Parkway, Suite 410
	 

	 	 	 	 	 	Greenwood Village, CO 80111
	 

	 	 	 	 	 	Telephone: 720/200-1245
	 

	 	 	 	 	 	Facsimile: 303/292-3752
	 

	 	 	 	 	 	Email: shirley.fox@fnf.com






     (i) Escrow Agent: Same as Paragraph 1.1(h).



     (j) Broker: Colliers Turley Martin Tucker, as Seller’s Broker and Jones Lang LaSalle,
as Purchaser’s Broker.



     1.2 Property. Subject to the terms of this Purchase and Sale Agreement (the
“Agreement”), Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from
Seller, the following property (the “Property”):



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     (a) The real property described in Exhibit A (the “Real Property”), together with the
buildings and improvements thereon (the “Improvements”), and all appurtenances of the
above-described real property, including easements or rights-of-way relating thereto, and, without
warranty, all right, title, and interest, if any, of Seller in and to the land lying within any
street or roadway adjoining the real property described above or any vacated or hereafter vacated
street or alley adjoining said real property.



     (b) All of Seller’s right, title and interest, in and to all fixtures, furniture, equipment,
and other tangible personal property, if any, owned by Seller (the “Personal Property”) presently
located on the Real Property, but specifically excluding any items of personal property owned by
the tenant.



     (c) All of Seller’s interest, as landlord, in the Lease between Airtech Parkway Associates,
LLC (predecessor in interest to Seller) and Brightpoint North America, Inc. dated September 18,
1998, as amended by that certain First Amendment to Lease between First Point Associates, LLC
(predecessor to Seller) and Brightpoint North America L.P. dated September 28, 2001, (collectively,
the “Lease,” being the sole lease of the Improvements, which definition shall include the
Lease Guaranty made by Brightpoint, Inc. dated September 18, 1998.



     (d) All of Seller’s right, title and interest, if any, in and to all of the following items,
to the extent assignable and without warranty (the “Intangible Personal Property”): (A)
licenses, and permits relating to the operation of the Property, (B) the right to use the name of
the property (if any) in connection with the Property, but specifically excluding any trademarks,
service marks and trade names of Seller and with reservation by Seller to use such name in
connection with other property owned by Seller in the vicinity of the Property, and (C) if still in
effect, guaranties and warranties received by Seller from any contractor, manufacturer or other
person in connection with the construction or operation of the Property.



     1.3 Earnest Money. The Earnest Money, in immediately available federal funds,
evidencing Purchaser’s good faith to perform Purchaser’s obligations under this Agreement, shall be
deposited by Purchaser with the Escrow Agent on the Effective Date. In the event that Purchaser
fails to timely deposit the Earnest Money with the Escrow Agent, this Agreement shall be of no
force and effect. The Escrow Agent shall pay the Earnest Money to Seller at and upon the Closing,
or otherwise, to the party entitled to receive the Earnest Money in accordance with Section
2.6 or Article 9 below.



     1.4 Independent Contract Consideration. At the same time as the deposit of the
Earnest Money to the Escrow Agent, Purchaser shall deliver to Seller in cash the sum of $100.00
(the “Independent Contract Consideration”) which amount has been bargained for and agreed
to as consideration for Purchaser’s exclusive option to purchase the Property and the Due Diligence
Period provided herein, and for Seller’s execution and delivery of this Agreement. The Independent
Contract Consideration is in addition to and independent of all other consideration provided in
this Agreement, and is nonrefundable in all events.



ARTICLE 2: INSPECTIONS




     2.1 Property Information. Prior to the date hereof, Seller shall have provided copies
to Purchaser, to the extent in Seller’s possession, of the following (“Property
Information”):



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     (a) a list and copies of any service or maintenance agreements relating to the Property
(“Service Contracts”);



     (b) the most current land title survey of the Property;



     (c) any environmental, architectural and engineering reports prepared for Seller in connection
with Seller’s purchase, ownership or management of the Property; and



     (d) a copy of the certificate of occupancy or other documents indicating compliance with
applicable governmental requirements.



     EXCEPT AS SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT OR IN THE DOCUMENTS EXECUTED AND
DELIVERED BY SELLER TO PURCHASER AT THE CLOSING, PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER
MAKES NO REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED, ORAL OR WRITTEN) AND PROVIDES NO
ASSURANCES REGARDING (A) THE ACCURACY, COMPLETENESS, OR RELIABILITY OF THE PROPERTY INFORMATION,
AND (B) WHETHER THE PROPERTY INFORMATION CONSTITUTE ALL OF THE DOCUMENTS, AGREEMENTS, AND OTHER
INFORMATION IN THE POSSESSION OF SELLER RELATING TO THE PROPERTY. PURCHASER ACKNOWLEDGES AND
AGREES THAT ITS DECISION TO PURCHASE THE PROPERTY SHALL BE BASED ON THE REPRESENTATIONS OR
WARRANTIES SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT OR IN THE DOCUMENTS EXECUTED AND DELIVERED
BY SELLER TO PURCHASE AT THE CLOSING AND ITS INDEPENDENT INSPECTION OF THE PROPERTY, AND ITS REVIEW
OF ANY PROPERTY INFORMATION.



     2.2 Intentionally Omitted.



     2.3 Confidentiality. Subject to the provisions of Section 10.2., the Property
Information and all other information, other than matters of public record, furnished to, or
obtained through inspection of the Property by, Purchaser, its affiliates, lenders, employees or
agents relating to the Property, will be treated by Purchaser, its affiliates, lenders, employees
and agents as confidential, and will not be disclosed to anyone other than on a need-to-know basis
to Purchaser’s consultants who agree to maintain the confidentiality of such information, and will
be returned to Seller by Purchaser if the Closing does not occur.



     2.4 Inspections in General. Before any inspection of the Property by Purchaser,
Purchaser shall satisfy Seller with insurance coverage for the inspection activities taken thereon
and potential liability in connection therewith and naming Seller as an additional insured and with
an insurer and insurance limits and coverage reasonably satisfactory to Seller. Any such
inspection of the Property shall be after at least 24 hours prior notice to Seller or Seller’s
agent which notice shall include the scope of the inspection or test proposed, and Seller or
Seller’s agent shall have the right to accompany Purchaser during any inspection or testing
activities performed by Purchaser on the Property. At Seller’s request, Purchaser shall provide
Seller with a copy of the results of any tests and inspections made by Purchaser, excluding only
market and economic feasibility studies. No inspection shall disturb the Property or be invasive.
PURCHASER SHALL DEFEND, INDEMNIFY SELLER AND HOLD SELLER,



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SELLER’S PARTNERS, INVESTORS, TRUSTS,
TRUSTEES, PLAN PARTICIPANTS, TENANTS, CONTRACTORS AND THEIR EMPLOYEES, OFFICERS AND AGENTS
(COLLECTIVELY, THE “SELLER INDEMNITEES”), AND THE PROPERTY HARMLESS FROM AND AGAINST ANY AND ALL
LOSSES, COSTS, DAMAGES (BUT EXCLUDING CONSEQUENTIAL DAMAGES), CLAIMS, OR LIABILITIES, ARISING OUT
OF OR IN CONNECTION WITH PURCHASER’S INSPECTION OF THE PROPERTY AS ALLOWED HEREIN, INCLUDING BUT
NOT LIMITED TO, CLAIMS BY TENANT, MECHANIC’S AND MATERIALMEN’S LIENS AND THE REASONABLE ATTORNEY’S
FEES OF THE SELLER INDEMNITEES RELATING TO DEFENDING AGAINST SUCH LOSSES, COSTS, DAMAGES, CLAIMS OR
LIABILITIES.




     2.5 Environmental Inspections and Release. The inspections under Paragraph 2.4
may include a non-invasive Phase I environmental inspection of the Property (the “Phase
I”), but no Phase II environmental inspection or other invasive inspection or sampling of soils
or materials, including without limitation construction materials, either as part of the Phase I
inspection or any other inspection, shall be performed without the prior written consent of Seller,
which consent may be withheld in its sole and absolute discretion, and if consented to by Seller,
the proposed scope of work and the party who will perform the work shall be subject to Seller’s
review and approval. Purchaser shall deliver to Seller copies of the Phase I and any Phase II or
other environmental report to which Seller consents as provided above.



     PURCHASER, FOR ITSELF AND ANY ENTITY AFFILIATED WITH PURCHASER, WAIVES AND RELEASES SELLER AND
ITS PARTNERS, INVESTORS, TRUSTS, TRUSTEES, PLAN PARTICIPANTS, DIRECTORS AND SHAREHOLDERS AND THEIR
EMPLOYEES, AGENTS AND OFFICERS FROM AND AGAINST ANY CLAIMS, DEMANDS, PENALTIES, FINES, LIABILITIES,
SETTLEMENTS, DAMAGES, COSTS OR EXPENSES OF WHATEVER KIND OR NATURE, KNOWN OR UNKNOWN, EXISTING AND
FUTURE, CONTINGENT OR OTHERWISE (INCLUDING ANY ACTION OR PROCEEDING, BROUGHT OR THREATENED, OR
ORDERED BY ANY APPROPRIATE GOVERNMENTAL ENTITY) MADE, INCURRED, OR SUFFERED BY PURCHASER OR ANY
ENTITY AFFILIATED WITH PURCHASER RELATING TO THE PRESENCE, MISUSE, USE, DISPOSAL, RELEASE OR
THREATENED RELEASE OF ANY HAZARDOUS OR TOXIC MATERIALS, CHEMICALS OR WASTES AT THE PROPERTY AND ANY
LIABILITY OR CLAIM RELATED TO THE PROPERTY ARISING UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE,
COMPENSATION, AND LIABILITY ACT OF 1980, THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986,
THE RESOURCE CONSERVATION AND RECOVERY ACT, AND THE TOXIC SUBSTANCE CONTROL ACT, ALL AS
AMENDED, OR ANY OTHER CAUSE OF ACTION BASED ON ANY OTHER STATE, LOCAL, OR FEDERAL
ENVIRONMENTAL LAW, RULE OR REGULATION, PROVIDED HOWEVER, THE FOREGOING RELEASE SHALL NOT OPERATE TO
RELEASE ANY CLAIM BY PURCHASER AGAINST ANY PERSON OR ENTITY OTHER THAN DESCRIBED ABOVE IN THIS
PARAGRAPH. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE INDEFINITELY ANY CLOSING OR



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TERMINATION
OF THIS AGREEMENT AND SHALL NOT BE MERGED INTO THE CLOSING DOCUMENTS.




	 	 	 	 	 	 	 	 	 
	Seller’s initials

	 	 	 	 	 	Purchaser’s Initials:	 	 
	 

	 	 
	 	 	 	 	 	 





     2.6 Termination During Due Diligence Period. Prior to the date hereof, Purchaser
acknowledges that it has had the opportunity to conduct all due diligence desired by Purchaser.
Upon execution hereof, Purchaser further acknowledges and agrees that it shall have no right to
terminate this Agreement based upon its due diligence investigations. The Earnest Money shall be
non-refundable to Purchaser except in the event of Purchaser’s termination of this Agreement under
Section 4.4, Purchaser’s termination of this Agreement under Article 7, Seller’s
default under Section 8.2 or Seller’s termination of this Agreement pursuant to Section
10.18. Upon such termination, return of the Property Information to Seller, and upon delivery
to Seller of a certified statement that all work which could give rise to a claim against the
Property has been paid in full, and provided Purchaser is not in default hereunder, Seller shall
authorize the Escrow Agent to refund the Earnest Money to Purchaser, and neither party shall have
any further rights or liabilities hereunder except for those provisions which survive the
termination of this Agreement, the fulfillment of which obligations (including indemnifications) by
Purchaser shall be guaranteed by Brightpoint North America, LP. Return of the Property Information
and repair of any damage to the Property caused by Purchaser, its agents, contractors or employees
shall be a condition precedent to the return of the Earnest Money pursuant to any provision of this
Agreement providing for a return of the Earnest Money.



     2.7 Purchaser’s Reliance on its Investigations. Except as specifically provided for
in this Agreement or in the documents executed and delivered by Seller to Purchaser at the Closing,
Purchaser acknowledges and agrees that the Property is being sold by Seller in its “AS IS, WHERE
IS, WITH ALL FAULTS” condition without any representation or warranty, either express or implied,
oral or written, about the condition of the Property. PURCHASER ACKNOWLEDGES THAT, EXCEPT AS
EXPRESSLY PROVIDED HEREIN, (I) IT OR AN AFFILIATE HAS BEEN THE SOLE TENANT OF THE PROPERTY SINCE
1999, (II) IT HAS KNOWLEDGE OF THE CONDITION OF THE PROPERTY, AND (III) IT IS NOT RELYING UPON ANY
REPRESENTATION, STATEMENT OR OTHER ASSERTION WITH RESPECT TO THE CONDITION OF THE PROPERTY, BUT IS
RELYING UPON THE EXAMINATION OF THE PROPERTY AND ITS KNOWLEDGE. PURCHASER TAKES THE PROPERTY UNDER
THE EXPRESS UNDERSTANDING THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, THERE ARE NO EXPRESS OR
IMPLIED WARRANTIES (EXCEPT FOR LIMITED WARRANTIES OF TITLE SET FORTH IN THE DEED TO BE DELIVERED AT
CLOSING).



     THE PROVISIONS OF THIS PARAGRAPH 2.7 SHALL SURVIVE INDEFINITELY ANY CLOSING OR
TERMINATION OF THIS AGREEMENT AND SHALL NOT BE MERGED INTO THE CLOSING DOCUMENTS.



	 	 	 	 	 	 	 	 	 
	Seller’s initials

	 	 	 	 	 	Purchaser’s Initials:	 	 
	 

	 	 
	 	 	 	 	 	 





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     2.8 Property Management Agreement. As of the Closing Date, Seller shall terminate the
property management agreement in effect with respect to the Property if such an agreement is in
effect.



ARTICLE 3: TITLE AND SURVEY REVIEW




     3.1 Delivery of Title Report. As of the date hereof, Seller has provided Purchaser
with a copy of a title commitment bearing an effective date of October 4, 2009 with order number
000424842 issued by Chicago Title Insurance Company (“CTIC”) together with copies of the
exceptions referenced therein (the “Title Report”). Purchaser, at its option and expense,
may obtain a survey (the “Survey”) of the Property.



     3.2 Title Review and Cure. Purchaser has approved all matters disclosed in the Title
Report (other than the satisfaction of those items described in Schedule B at items A through D
which the parties shall respectively fulfill, Schedule B at items E(1), (4) and (5) which may be
removed by delivery of an Owner’s Affidavit (in the form attached hereto as Exhibit D) and F(9),
(10), and (11)) and any matters that would have been disclosed by an accurate survey of the
Property, except for the matters described in the succeeding sentence. Seller shall have no
obligation to cure any title objections except (i) items identified in Schedule B, items F(9), (10)
and (11) or any other financings created by Seller, and/or (ii) mechanics’ liens created under
contracts with Seller, which liens Seller shall cause to be released at the Closing, provided that
Seller shall have no obligation to release any mechanics’ liens created under contracts with the
tenant of the Property or other encumbrances caused or suffered by the tenant of the Property, and
(iii) new matters not shown on the Title Report caused or suffered by Seller. Those items approved
by Purchaser or deemed approved by Purchaser are hereinafter referred to as the “Permitted
Exceptions.”



ARTICLE 4: OPERATIONS AND RISK OF LOSS




     4.1 Ongoing Operations. During the pendency of this Agreement, Seller shall carry on
its business and activities relating to the Property substantially in the same manner as it did
before the Effective Date, it being understood that the tenant under the Lease is obligated to
maintain the Property pursuant to the Lease.



     4.2 Intentionally Omitted.



     4.3 New Contracts. During the pendency of this Agreement, Seller will not enter into
any contract that will be an obligation affecting the Property subsequent to the Closing, except
contracts entered into in the ordinary course of business that are terminable without cause on
30-days’ notice, without the prior consent of the Purchaser, which shall not be unreasonably
withheld or delayed.



     4.4 Damage or Condemnation. Risk of loss resulting from any condemnation or eminent
domain proceeding which is commenced or has been threatened before the Closing, and risk of loss to
the Property due to fire, flood or any other cause before the Closing, shall remain with Seller.
If before the Closing the Property or any portion thereof shall be materially damaged, or if the
Property or any material portion thereof shall be subjected to a bona fide threat of condemnation
or shall become the subject of any proceedings, judicial, administrative



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or otherwise, with respect
to the taking by eminent domain or condemnation, then Purchaser may terminate this Agreement by
written notice to Seller given within 5 days after Purchaser learns of the damage or taking, in
which event the Earnest Money shall be returned to Purchaser. If the Closing Date is within the
aforesaid 5-day period, then Closing shall be extended to the next business day following the end
of said 5-day period. If no such election is made, and in any event if the damage is not material,
this Agreement shall remain in full force and effect and the purchase contemplated herein, less any
interest taken by eminent domain or condemnation, shall be effected with no further adjustment, and
upon the Closing of this purchase, Seller shall assign, transfer and set over to Purchaser all of
the right, title and interest of Seller in and to any awards that have been or that may thereafter
be made for such taking, and Seller shall assign, transfer and set over to Purchaser any insurance
proceeds that may thereafter be made for such damage or destruction and credit to Purchaser at
Closing any deductible or retention amount under the Landlord’s policy of insurance. For the
purposes of this paragraph, the phrases “material damage” and “materially damaged” means damage
reasonably exceeding 35 percent of the Purchase Price to repair and the term “material portion” for
the purposes of eminent domain shall mean any part of the building or so much of the parking area
as would cause the Property to be out of compliance as to applicable zoning laws.




ARTICLE 5: CLOSING




     5.1 Closing. The consummation of the transaction contemplated herein
(“Closing”) shall occur by 11:00 a.m. Denver, Colorado time on the Closing Date at the
offices of the Escrow Agent, which may be accomplished by mail or internationally recognized
overnight courier.



     5.2 Closing Condition. As of the Closing Date, if there exists a pending or
threatened action, suit or proceeding with respect to the Seller, as a defendant, before or by any
court or administrative agency which seeks to restrain or prohibit the transaction contemplated by
this Agreement, or to obtain damages against Seller as a result of the consummation of the
transaction contemplated hereby, then either party may terminate this Agreement whereupon the
Earnest Money shall be returned to Purchaser, provided however, that if such suit or proceeding
involves claims by a third party to acquire all or part of the Property based on the acts of Seller
during the period of its exclusivity obligations set forth in Section 10.19 or the Letter of Intent
(as later defined) then Purchaser, at its option, may treat such suit as a default by Seller
entitling Purchaser to its remedies pursuant to Section 8.2.



     5.3 Seller’s Deliveries in Escrow. On or before the Closing Date, Seller shall
deliver in escrow to the Escrow Agent the following:



     (a) Deed. A special or limited warranty deed (warranting title for acts by, through
or under Seller) (the “Deed”) in the form provided as Exhibit B attached hereto, or
otherwise in
conformity with the custom in such jurisdiction and satisfactory to Seller, executed and
acknowledged by Seller, conveying to Purchaser Seller’s title to the Property, subject only to:
all zoning and building laws, ordinances, maps, resolutions, and regulations of all governmental
authorities having jurisdiction which affect the Property and the use and improvement thereof; the
Lease; all matters of record, including all Permitted Exceptions; any state of facts which an
accurate survey made of the Property at the time of Closing would show; and any state of facts
which a personal inspection of the Property made at the time of Closing would disclose. Any



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discrepancy between the description of the Property in the deed from Seller’s immediate grantor and
in the Deed shall be quitclaimed by Seller;




     (b) Assignment of Lease and Bill of Sale. An Assignment of Lease and Bill of Sale in
the form of Exhibit C attached hereto, executed by Seller;



     (c) State Law Disclosures. Such disclosures and reports as are required by applicable
state and local law in connection with the conveyance of real property;



     (d) FIRPTA. A Foreign Investment in Real Property Tax Act affidavit executed by
Seller;



     (e) Owner’s Affidavit. An affidavit of the owner substantially in the form of
Exhibit D attached hereto (or as may be mutually acceptable to Title Company and Seller),
executed by Seller;



     (f) Settlement Statement. Two (2) business days prior to Closing, Escrow Agent shall
prepare a settlement statement (the “Settlement Statement”) for approval by Seller and
Purchaser prior to the Closing Date, subject to adjustment as of the Closing Date, which when
finalized shall be executed by Seller;



     (g) Financing Document Releases. Releases of any mortgage, collateral assignment or
UCC documents encumbering any part of the Property caused or suffered by Seller;



     (h) Sales Disclosure Statement. A Sales Disclosure Form;



     (i) Statement of Non-Responsibility. A statement from the property manager for Seller
that it will look solely to Seller and not Purchaser for the payment of any fees under its
agreement that include the Property; and



     (j) Additional Documents. Any additional documents that Escrow Agent or the Title
Company may reasonably require for the proper consummation of the transaction contemplated by this
Agreement, including those specifically identified in the Title Report.



     5.4 Purchaser’s Deliveries in Escrow. On or before the Closing Date, Purchaser shall
deliver in escrow to the Escrow Agent the following:



     (a) Purchase Price. The Purchase Price, less the Earnest Money that is applied to the
Purchase Price, plus or minus applicable prorations and/or credits, deposited by Purchaser with the
Escrow Agent in immediate, same day federal funds wired for credit into the Escrow Agent’s
escrow account. The initial closing step within the escrow shall be for the Title Company to
deliver the Purchase Price to Seller;



     (b) Assignment of Lease and Bill of Sale. An Assignment of Lease and Bill of Sale in
form of Exhibit C attached hereto, executed by Purchaser;



     (c) State Law Disclosures. Such disclosures and reports as are required by applicable
state and local law in connection with the conveyance of real property;



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     (d) Settlement Statement. A Settlement Statement, executed by Purchaser; and



     (e) Additional Documents. Any additional documents that Escrow Agent or the Title
Company may reasonably require for the proper consummation of the transaction contemplated by this
Agreement, including those specifically identified in the Title Report.



     5.5 Closing Statements/Escrow Fees. At the Closing, Seller and Purchaser shall
deposit with the Escrow Agent executed closing statements consistent with this Agreement in the
form required by the Escrow Agent.



     5.6 Title Policy. The Title Policy shall be delivered at Closing as provided in
Paragraph 3.3.



     5.7 Possession. Seller shall deliver possession of the Property to Purchaser at the
Closing, subject to the rights of the tenant.



     5.8 Intentionally omitted.



     5.9 Closing Costs. At Closing, Purchaser shall pay the cost of any title examination
and the premium for the Title Policy, the cost of any survey obtained by Purchaser, costs relating
to Purchaser’s financing, if any, escrow fees and all costs of recording other than costs of
recording instruments to release any Seller financings or mechanics’ liens or to cure other title
matters Seller has elected to cure. Seller shall pay any transfer taxes imposed in connection with
this transaction. Each party shall pay its own attorneys’ fees.



     5.10 Close of Escrow. Upon satisfaction or completion of the foregoing conditions and
deliveries, the parties shall direct the Escrow Agent to immediately record and deliver the
documents described above to the appropriate parties and make disbursements according to the
Settlement Statement.



ARTICLE 6: PRORATIONS




     6.1 Prorations. All collected rent (excluding tenant reimbursements for operating
expenses) under the Lease on the Closing Date shall be prorated as of the Closing, with the Closing
Date being the Purchaser’s. Seller shall be charged with any rent and other income collected by
Seller before Closing, but applicable to any period of time after Closing and such amount shall be
credited to the Purchaser at Closing. Any due but unpaid rent (including tenant reimbursements for
operating expenses) shall be paid by Purchaser to Seller at Closing and shall
be in addition to the Purchase Price. There shall be no proration of real estate taxes,
insurance, utilities, common area maintenance and other operating costs and expenses at Closing.
All rent and other income prorations shall be final. If Seller receives a property tax refund
after Closing, that it is not otherwise obligated to remit to the tenant under the Lease (in which
event it shall remit such tax refund to the tenant and notify Purchaser of such remittance), then
the same shall be promptly delivered to Purchaser.



     6.2 Tenant Deposits. The sum of Two Hundred Fifty Thousand Dollars ($250,000.00)
which represents the security deposit of tenant under the Lease (“Security Deposit”)
together with the interest accruing thereon as of October 1, 2009 at a per diem of



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$41.10 shall be
credited to the Purchaser at Closing. As of the Closing, Purchaser shall assume Seller’s
obligations related to the Security Deposit. Purchaser will indemnify, defend, and hold Seller
harmless from and against all demands and claims made by the tenant arising out of the transfer or
disposition of the Security Deposit and will reimburse Seller and its partners, trusts, trustees,
plan participants, investors, and shareholders and their officers, agents and employees for all
attorneys’ fees incurred or that may be incurred as a result of any such claims or demands made by
such tenant as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs
and other expenses incurred or that may be incurred by Seller as a result of any such claims or
demands by the tenant.




     6.3 Intentionally Omitted.



     6.4 Sale Commissions. Seller and Purchaser represent and warrant each to the other
that they have not dealt with any real estate broker, sales person or finder in connection with
this transaction other than Broker. If this transaction is closed, Seller shall pay the Seller’s
Broker and Purchaser shall pay the Purchaser’s Broker each in accordance with their separate
agreement. Each Broker is an independent contractor and is not authorized to make any agreement or
representation on behalf of either party. EXCEPT AS EXPRESSLY SET FORTH ABOVE, IF ANY CLAIM IS
MADE FOR BROKER’S OR FINDER’S FEES OR COMMISSIONS IN CONNECTION WITH THE NEGOTIATION, EXECUTION OR
CONSUMMATION OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, SELLER SHALL INDEMNIFY
PURCHASER AND HOLD IT HARMLESS FROM CLAIMS AGAINST PURCHASER BY SELLER’S BROKER OR ANYONE CLAIMING
BY, THROUGH OR UNDER SELLER OR SELLER’S BROKER AND PURCHASER SHALL INDEMNIFY SELLER AND HOLD IT
HARMLESS FROM CLAIMS AGAINST SELLER BY PURCHASER’S BROKER OR ANYONE CLAIMING BY, THROUGH OR UNDER
PURCHASER’S BROKER, AND THE OBLIGATION OF PURCHASER HEREUNDER SHALL BE GUARANTEED BY BRIGHTPOINT
NORTH AMERICA, LP.



     The provisions of this Article 6 shall survive indefinitely any Closing and shall not be
merged into the Closing documents.



ARTICLE 7: REPRESENTATIONS AND WARRANTIES




     7.1 Seller’s Representations and Warranties. As a material inducement to Purchaser to
execute this Agreement and consummate this transaction, Seller represents and warrants to Purchaser
that:



     (a) Organization and Authority. Seller has been duly organized and is validly
existing as a limited partnership, in good standing in the State of Delaware and is qualified to do
business in the state in which the Property is located. Subject to Section 10.18 below,
Seller has the full right and authority and has obtained any and all consents required to enter
into this Agreement and to consummate or cause to be consummated the transactions contemplated
hereby. Subject to Section 10.18 below, this Agreement has been, and all of the documents
to be delivered by Seller at the Closing will be, authorized and properly executed and constitutes,
or



-  -









 




will constitute, as appropriate, the valid and binding obligation of Seller, enforceable in
accordance with their terms.




     (b) Service Contracts. Seller is not a party to any service contracts affecting the
Property.



     (c) Conflicts and Pending Action. There is no agreement to which Seller is a party or
to Seller’s knowledge binding on Seller which is in conflict with this Agreement. There is no
action or proceeding pending or, to Seller’s knowledge, threatened against Seller or the Property,
including condemnation proceedings, which challenges or impairs Seller’s ability to execute or
perform its obligations under this Agreement.



     (d) Compliance with Law. Seller is not in actual receipt of any written notice,
addressed specifically to Seller and sent by any governmental authority or agency having
jurisdiction over the Property, that the Property or its use is in material violation of any law,
ordinance, court order, or regulation (“Applicable Law”).



     (e) ERISA. Seller does not hold assets that constitute “plan assets” under Department
of Labor Regulation 29 CFR §2510.3-101 and the Property does not constitute an “plan assets” under
such Regulation.



     (f) OFAC. Seller is not a person or entity described by Section 1 of the Executive
Order (No. 13,224) Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten
to Commit, or Support Terrorism, 66 Fed. Reg. 49,079 (September 25, 2001), and to Seller’s
knowledge does not engage in any dealings or transactions, and is not otherwise associated, with
any of those persons or entities.



     (g) IRPTL. Based on a representation by the tenant under the Lease as set forth in
Section 7.2(e) hereof, and to Seller’s knowledge, the Property is not a “property” within
the meaning of IC 13-11-2-174



     “Seller’s knowledge,” as used in this Agreement means the current actual knowledge of
Elizabeth Kauchak of Seller’s property manager, without any duty of inquiry or investigation and
without personal liability whatsoever. References to Seller in this Section 7.1 that are
not
knowledge based are not intended to be limited to Elizabeth Kauchak and refer instead to the
Seller entity.



     Seller’s representations and warranties relating to items (b), (c), (d) and (f) (“Property
Representations”) are qualified by any knowledge obtained by Purchaser after the Effective
Date. Seller may further qualify the Property Representations by notice, specifying with
reasonable particularity the facts and circumstances known to Seller that make the applicable
Property Representation false, misleading or inaccurate, delivered to Purchaser before the Closing
Date. If Seller delivers a Property Representation notice within less than 3 business days before
the Closing, then the Purchaser may by notice to Seller extend the Closing Date to that day which
is 3 business days after the date of receipt of the Property Representation notice. If any
Property Representation notice delivered after the Effective Date reflects a material adverse
change in the matter covered by the applicable Property Representation, then Purchaser, as its sole
remedy,



-  -









 




may terminate this Agreement within 3 business days after receipt of such notice and
receive a refund of the Earnest Money or may waive such matter and proceed to Closing.




     Notwithstanding anything to the contrary contained herein, after the Closing: (a) the maximum
aggregate liability of Seller, and the maximum aggregate amount that may be awarded to and
collected by Purchaser (including, without limitation, for any breach of any representation,
warranty, and/or covenant by Seller) under this Agreement or any documents executed and delivered
pursuant hereto or in connection herewith shall under no circumstances whatsoever exceed One
Million Dollars ($1,000,000); and (b) no claim by Purchaser alleging a breach by Seller of any
representation, warranty, and/or covenant of Seller contained herein or in any other documents
executed and delivered pursuant hereto or in connection herewith may be made, and Seller shall not
be liable for any judgment in any action based on any such claim, unless and until such claim,
either alone or together with any other claims by Purchaser 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) (“Floor Amount”), in which event Seller’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 Seller shall have no liability with
respect thereto.



     7.2 Purchaser’s Representations and Warranties. As a material inducement to Seller to
execute this Agreement and consummate this transaction, Purchaser represents and warrants to Seller
that:



     (a) Organization and Authority. Purchaser has been duly organized and is validly
existing as a limited liability company, in good standing in the State of Indiana and is qualified
to do business in the state in which the Property is located. Purchaser has the full right and
authority and has obtained any and all consents required to enter into this Agreement and to
consummate or cause to be consummated the transactions contemplated hereby. This Agreement has
been, and all of the documents to be delivered by Purchaser at the Closing will be, authorized and
properly executed and constitutes, or will constitute, as appropriate, the valid and binding
obligation of Purchaser, enforceable in accordance with their terms.



     (b) Conflicts and Pending Action. There is no agreement to which Purchaser is a party
or to Purchaser’s knowledge binding on Purchaser which is in conflict with this Agreement. There
is no action or proceeding pending or, to Purchaser’s knowledge, threatened against Purchaser which
challenges or impairs Purchaser’s ability to execute or perform its obligations under this
Agreement.



     (c) ERISA. Purchaser is not a party in interest as defined in Section 3(14) of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the rules and
regulations promulgated thereunder, or a disqualified person, as defined in Section 4975(e)(2) of
the Internal Revenue Code of 1986, as amended (the “Code”), with respect to the AFL-CIO
Building Investment Trust (the “Trust”) or the plans participating in the AFL-CIO Building
Investment Trust (the “Participating Plans”), a list of which is attached hereto as
Exhibit E; Purchaser is not an employee benefit plan as defined in Section 3(3) of ERISA, a
plan as defined in Section 4975(e)(1) of the Code, nor an entity the assets of which are deemed to
include plan



-  -









 




assets pursuant to Department of Labor regulation Section 2510.3-101; the funds used
by Purchaser to purchase the Property do not constitute in full or in part “plan assets” subject to
ERISA (as defined in 29 C.F.R. § 2510.3-101) and, any funding by PNC Financial Services Group,
Inc. (“PNC”) or any affiliate of PNC of the purchase price under this Agreement through a loan to
Purchaser would be solely as a participating lender under an existing line of credit over which PNC
has no discretionary authority and under which it is solely at the discretion of the Purchaser
whether any funds would be requested, withdrawn and/or used to apply to such Purchase Price.




     (d) OFAC. Purchaser is not a person or entity described by Section 1 of the Executive
Order (No. 13,224) Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten
to Commit, or Support Terrorism, 66 Fed. Reg. 49,079 (September 25, 2001), and to Purchaser’s
knowledge does not engage in any dealings or transactions, and is not otherwise associated, with
any of those persons or entities.



     (e) Underground Storage Tanks. The tenant under the Lease represents and warrants to
Seller that it has not installed any underground storage tanks on, under or in the Real Property.



     7.3 Survival. The representations and warranties of the parties contained in this
Agreement as well as the indemnities and the Seller’s obligation to remit tax refunds set forth in
Section 6.1 hereof, are intended to and shall survive the termination of this Agreement or
the Closing for a period of nine (9) months (“Survival Period”), except that
representations in Sections 7.2(c) and (d) shall survive for the full period until the running of
the statute of limitations thereon. An aggrieved party shall provide the other party with written
notice (a “Notice of Breach”) of any alleged breach or failure of any representation or
warranty or claim for indemnity and specifying the nature thereof. An aggrieved party shall
commence any action, suit, or proceeding with respect to any breach or failure that is the subject
of the Notice of Breach or provide a notice of claim for indemnity under Section 10.14, if
at all, on or before the expiration of the Survival Period. Each party acknowledges and agrees
that the resolution of such indemnity claim, action, suit, or proceeding may not occur until after
the expiration of the Survival Period and the Survival Period shall be deemed to be tolled with
respect to (and only with respect to) any alleged breach or failure of a representation or warranty
or a claim for
indemnity of which it receives a Notice of Breach before the expiration of the Survival
Period, provided the aggrieved party files an action, suit or proceeding with respect to a breach
or makes an indemnity claim prior to the expiration of the Survival Period. KPJV LLP, an affiliate
of the Seller shall be responsible, jointly and severally with Seller, for the obligations of
Seller under this Agreement which survive the Closing and KPJV LLP agrees to maintain a net worth
of at least One Million Dollars ($1,000,000.00) until the end of the Survival Period.



ARTICLE 8: DEFAULT AND DAMAGES




     8.1 Default by Purchaser. If Purchaser shall default in its obligation to purchase
the Property pursuant to this Agreement, Purchaser agrees that Seller’s sole remedy shall be the
right to have the Escrow Agent deliver the Earnest Money to Seller as liquidated damages to
recompense Seller for time spent, labor and services performed, and the loss of its bargain.
Purchaser and Seller agree that it would be impracticable or extremely difficult to affix damages
if Purchaser so defaults and that the Earnest Money, together with the interest thereon, represents



-  -









 




a reasonable estimate of Seller’s damages. Seller agrees to accept the Earnest Money as Seller’s
total damages and relief hereunder if Purchaser defaults in its obligation to close hereunder,
provided Seller shall additionally have a right to pursue Purchaser for damages for other breaches
of this Agreement, including the indemnification obligations contained herein. If Purchaser does
so default, this Agreement shall be terminated and Purchaser shall have no further right, title, or
interest in or to the Property.




     8.2 Default by Seller. If Seller defaults in its obligation to sell and convey the
Property to Purchaser pursuant to this Agreement, Purchaser may waive such default and proceed with
the Closing, or Purchaser’s sole remedy shall be to obtain one or the other, but not both, of the
following, at Purchaser’s election: (a) to terminate this Agreement, in which event Purchaser, as
its sole remedy, shall be entitled to the return by the Title Company to Purchaser of the Earnest
Money, or (b) to obtain specific performance if a court of competent jurisdiction determines that
Seller is in default under this Agreement and that Purchaser has proven the other elements thereof,
provided that any suit for specific performance must be brought within 30 days of Seller’s default,
and, to the extent permitted by law, Purchaser hereby waives the right to bring suit at any later
date. Notwithstanding the foregoing, in the event that the Seller breaches the provisions of
Section 10.19 hereof, then Seller shall be entitled to obtain specific performance upon
proof of Seller’s breach thereof. This Agreement confers no present right, title or interest in
the Property to Purchaser and Purchaser agrees not to file a lis pendens or other similar notice
against the Property except in connection with, and after, the proper filing of a suit for specific
performance.



ARTICLE 9: EARNEST MONEY




     9.1 Investment and Use of Funds. The Escrow Agent shall invest the Earnest Money in
government insured interest bearing accounts satisfactory to Purchaser and Seller, shall not
commingle the Earnest Money with any funds of the Escrow Agent or others, and shall promptly
provide Purchaser and Seller with confirmation of the investments made. If the Closing under this
Agreement occurs, the Escrow Agent shall apply the Earnest Money against the Purchase Price due
Seller at Closing.



     9.2 Agreement Termination. Upon a termination of this Agreement, either party to this
Agreement may give written notice to the Escrow Agent and the other party of such termination and
the reason for such termination. Such request shall also constitute a request for the release of
the Earnest Money in accordance with the terms of this Agreement. In the event of a dispute
concerning the disbursement of the Earnest Money by either party in writing within 5 business days
of the termination, then the Escrow Agent shall retain the Earnest Money until it receives written
instructions executed by both Seller and Purchaser as to the disposition and disbursement of the
Earnest Money, or until ordered by final court order, decree or judgment, which is not subject to
appeal, to deliver the Earnest Money to a particular party, in which event the Earnest Money shall
be delivered in accordance with such notice, instruction, order, decree or judgment.



     9.3 Interpleader. Seller and Purchaser mutually agree that in the event of any
controversy regarding the Earnest Money, unless mutual written instructions are received by the
Escrow Agent directing the disposition of the Earnest Money, the Escrow Agent shall not take



-  -









 




any
action, but instead shall await the disposition of any proceeding relating to the Earnest Money or,
at the Escrow Agent’s option, the Escrow Agent may interplead all parties and deposit the Earnest
Money with a court of competent jurisdiction in which event the Escrow Agent may recover all of its
court costs and reasonable attorneys’ fees. Seller or Purchaser, whichever loses in any such
interpleader action, shall be solely obligated to pay such costs and fees of the Escrow Agent, as
well as the reasonable attorneys’ fees of the prevailing party in accordance with the other
provisions of this Agreement.




     9.4 Liability of Escrow Agent. The parties acknowledge that the Escrow Agent is
acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent
shall not be deemed to be the agent of either of the parties, and that the Escrow Agent shall not
be liable to either of the parties for any action or omission on its part taken or made in good
faith, and not in disregard of this Agreement, but shall be liable for its negligent acts and for
any loss, cost or expense incurred by Seller or Purchaser resulting from the Escrow Agent’s mistake
of law respecting the Escrow Agent’s scope or nature of its duties. Seller and Purchaser shall
jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs,
claims and expenses, including reasonable attorneys’ fees, incurred in connection with the
performance of the Escrow Agent’s duties hereunder, except with respect to actions or omissions
taken or made by the Escrow Agent in bad faith, in disregard of this Agreement or involving
negligence on the part of the Escrow Agent.



ARTICLE 10: MISCELLANEOUS




     10.1 Parties Bound. Neither party may assign this Agreement without the prior written
consent of the other, and any such prohibited assignment shall be void. Subject to the foregoing,
this Agreement shall be binding upon and inure to the benefit of the respective legal
representatives, successors, assigns, heirs, and devisees of the parties.



     10.2 Confidentiality. Except as is necessary to comply with applicable laws,
regulations, rules, orders or the like, public filings, and to those persons engaged in connection
with this transaction who have a need to know, including attorneys, accountants, experts or
consultants engaged by a party, investors and the like, neither party shall make any public
announcement or disclosure of this Agreement or any information related to this Agreement to
outside brokers or third parties, before or for a period of two years after the Closing, without
the prior written consent of the other party. Purchaser shall not record this Agreement or any
memorandum of this Agreement.



     10.3 Headings. The article and paragraph headings of this Agreement are for
convenience only and in no way limit or enlarge the scope or meaning of the language hereof.



     10.4 Invalidity and Waiver. If any portion of this Agreement is held invalid or
inoperative, then so far as is reasonable and possible the remainder of this Agreement shall be
deemed valid and operative, and effect shall be given to the intent manifested by the portion held
invalid or inoperative. The failure by either party to enforce against the other any term or
provision of this Agreement shall not be deemed to be a waiver of such party’s right to enforce
against the other party the same or any other such term or provision in the future.



-  -









 





     10.5 Governing Law. This Agreement shall, in all respects, be governed, construed,
applied, and enforced in accordance with the law of the state in which the Property is located.



     10.6 Letter of Intent. This Agreement supercedes that certain letter of intent
(“Letter of Intent”) dated September 29, 2009 between Seller and an affiliate of Buyer except as
referenced in Section 5.2.



     10.7 No Third Party Beneficiary. This Agreement is not intended to give or confer any
benefits, rights, privileges, claims, actions, or remedies to any person or entity as a third party
beneficiary, decree or otherwise.



     10.8 Entirety and Amendments. This Agreement embodies the entire agreement between
the parties and supersedes all prior agreements and understandings relating to the Property except
for any confidentiality agreement binding on the parties, which shall not be superseded by this
Agreement. This Agreement may be amended or supplemented only by an instrument in writing executed
by the party against whom enforcement is sought.



     10.9 Time. Time is of the essence in the performance of this Agreement.



     10.10 Attorneys’ Fees. Should either party employ attorneys to enforce any of the
provisions hereof, the party against whom any final judgment is entered agrees to pay the
prevailing party all reasonable costs, charges, and expenses, including reasonable attorneys’ fees,
expended or incurred in connection therewith.



     10.11 Notices. All notices required or permitted hereunder shall be in writing and
shall be served on the parties at the addresses set forth in Paragraph 1.1. Any such
notices shall be either (a) sent by overnight delivery using a nationally recognized overnight
courier, in which case notice shall be deemed delivered one business day after deposit with such
courier, (b) sent by facsimile or email, with written confirmation by overnight or first class
mail, in which case notice shall be deemed delivered upon receipt of confirmation of transmission
of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed
delivered upon
receipt. Any notice sent by facsimile or personal delivery and delivered after 3:00 p.m.
Denver, Colorado time shall be deemed received on the next business day. A party’s address may be
changed by written notice to the other party; provided, however, that no notice of a change of
address shall be effective until actual receipt of such notice. Copies of notices are for
informational purposes only, and a failure to give or receive copies of any notice shall not be
deemed a failure to give notice. Notices given by counsel to the Purchaser shall be deemed given
by Purchaser and notices given by counsel to the Seller shall be deemed given by Seller.



     10.12 Construction. The parties acknowledge that the parties and their counsel have
reviewed and revised this Agreement and agree that the normal rule of construction — to the effect
that any ambiguities are to be resolved against the drafting party — shall not be employed in the
interpretation of this Agreement or any exhibits or amendments hereto.



     10.13 Calculation of Time Periods. Unless otherwise specified, in computing any
period of time described herein, the day of the act or event after which the designated period of
time begins to run is not to be included and the last day of the period so computed is to be
included, unless such last day is a Saturday, Sunday or legal holiday for national banks in the



-  -









 




location where the Property is located, in which event the period shall run until the end of the
next day which is neither a Saturday, Sunday or legal holiday. The last day of any period of time
described herein shall be deemed to end at 5:00 p.m. Denver, Colorado time.




     10.14 Procedure for Indemnity. The following provisions govern actions for indemnity
under this Agreement. Promptly after receipt by an indemnitee of notice of any claim, such
indemnitee will, if a claim in respect thereof is to be made against the indemnitor, deliver to the
indemnitor written notice thereof and the indemnitor shall have the right to participate in and, if
the indemnitor agrees in writing that it will be responsible for any costs, expenses, judgments,
damages, and losses incurred by the indemnitee with respect to such claim, to assume the defense
thereof, with counsel mutually satisfactory to the parties; provided, however, that an indemnitee
shall have the right to retain its own counsel, with the fees and expenses to be paid by the
indemnitor, if the indemnitee reasonably believes that representation of such indemnitee by the
counsel retained by the indemnitor would be inappropriate due to actual or potential differing
interests between such indemnitee and any other party represented by such counsel in such
proceeding. The failure of indemnitee to deliver written notice to the indemnitor within a
reasonable time after indemnitee receives notice of any such claim shall relieve such indemnitor of
any liability to the indemnitee under this indemnity only if and to the extent that such failure is
prejudicial to its ability to defend such action, and the omission so to deliver written notice to
the indemnitor will not relieve it of any liability that it may have to any indemnitee other than
under this indemnity. If an indemnitee settles a claim without the prior written consent of the
indemnitor, then the indemnitor shall be released from liability with respect to such claim unless
the indemnitor has unreasonably withheld such consent.



     10.15 Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of such counterparts shall
constitute one Agreement. To facilitate execution of this Agreement, the parties may execute and
exchange by telephone facsimile counterparts of the signature pages.



     10.16 WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES
HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.



     10.17 Limitation of Liability. Except as expressly set forth in Section 7.3
hereof with respect to the obligation of KPJV LLP, notice is hereby given that all persons dealing
with Seller shall look to the assets of Seller for the enforcement of any claim against Seller, and
none of the partners, trusts, trustees, plan participants, investors, and shareholders of Seller
nor any of their officers, agents or employees assume any personal liability for obligations
entered into by or on behalf of Seller. Except as expressly set forth in Section 2.6,
Section 6.4, and a further obligation to pay to Seller an amount equal to the Earnest Money
paid to Seller and subsequently tendered by Seller to Purchaser or Purchaser’s estate in bankruptcy
pursuant to an order of a Bankruptcy Court, plus Seller’s cost and expenses, including reasonable
attorney’s fees, incurred by Seller in connection with any proceeding or claim seeking a return of
such Earnest Money after termination of this Agreement, if such claim is to avoid or rescind such
payment to Seller as a voidable preference or fraudulent transfer in any bankruptcy action of
Purchaser, all of which Brightpoint North America LP hereby agrees to be its direct obligations and
covenants to pay to



-  -









 




Seller, notice is hereby given that all persons dealing with Purchaser shall
look to the assets of Purchaser for the enforcement of any claim against Purchaser, and none of the
partners, trusts, trustees, plan participants, investors, and shareholders of Purchaser nor any of
their officers, agents or employees assume any personal liability for obligations entered into by
or on behalf of Purchaser.




     10.18 Internal Approval of Seller. The transactions under this agreement are subject
to the approval of the investment committees of Seller and/or its members which shall occur, if at
all by October 16, 2009 (the “Notice Date”). Seller may terminate this Agreement by
written notice to Purchaser at any time on or before such Notice Date in the event that such
approval has not been obtained. In the event of such termination Seller shall authorize the Escrow
Agent to refund the Earnest Money to Purchaser, and neither party shall have any further rights or
liabilities hereunder except for those provisions which survive the termination of this Agreement.
If Seller does not so notify Purchaser on or before the Notice Date, this condition shall be deemed
to be waived.



     10.19 Exclusivity. In consideration of the time and expense expended by Purchaser in
connection with its due diligence and inspections of the Property and the preparation and execution
of this Agreement, Seller hereby agrees that until the earliest of (a) the termination of this
Agreement other than a termination by Seller in order to sell the Property to a third party, (b)
the Closing, or (c) October 30, 2009, that neither Seller nor its agents or representatives shall
(I) show the Property, (II) negotiate for or accept any offers to purchase the Property or any part
thereof from any person other than Purchaser, or (III) provide any Property Information to any
prospective purchaser of the Property.



[remainder of page intentionally left blank]







-  -









 








     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
written below.



	 	 	 	 	 
	 	 	“Seller”		
	 
	 	 	 	
	 	 	KPJV 501 AIRTECH PARKWAY LP, a Delaware limited

partnership		
	 
	 	 	 	
	 

	 	By:
	KPJV GenPar, LLC, a Delaware limited liability	
	 

	 	 	company, its general partner	
	 
	 	 	 	
	 

	 	By:
	KPJV, LLP, a Delaware limited liability	
	 

	 	 	partnership, its sole member	
	 
	 	 	 	
	 

	 	By:
	Keystone KPJV, LP, a Delaware limited	
	 

	 	 	Partnership, its managing partner	
	 
	 	 	 	
	 

	 	By:
	Keystone KPJV, LLC, a Delaware limited liability	
	 

	 	 	company, its general partner	
	 
	 	 	 	
	 

	 	By:
	ProLogis Six Rivers Limited Partnership, with	
	 

	 	 	respect to its Fraser Business, a Delaware	
	 

	 	 	series limited partnership, its sole Member	
	 
	 	 	 	
	 

	 	By:
	ProLogis Fraser Six Rivers GP, LLC, a Delaware	
	 

	 	 	limited liability company, the general partner	
	 

	 	 	of its Fraser Business	
	 
	 	 	 	
	 

	 	By:
	ProLogis Fraser, L.P., a Delaware limited	
	 

	 	 	partnership, its sole member	
	 
	 	 	 	
	 

	 	By:
	ProLogis Fraser GP LLC, a Delaware limited	
	 

	 	 	liability company, its general partner	
	 
	 	 	 	
	 

	 	By:
	ProLogis, a Maryland real estate investment	
	 

	 	 	trust, its sole member	
	 	 	 
	 	 	By:  	/s/ David Grawemeyer	 
	 	 	Name:  	David Grawemeyer	 
	 	 	Title:  	Managing Director and

 Deputy General Counsel	 






	 	 	 	 	 
	Date: October 16, 2009

	 	 	 	 






-  -









 



KPJV LLP hereby executes this Agreement for the purpose of affirming its obligation set forth in
Section 7.3 hereof.




	 	 	 	 	 
	 	 	KPJV, LLP, a Delaware limited liability partnership
	 
	 	 	 	 
	 

	 	By:
	 	Keystone KPJV, LP, a Delaware limited
	 

	 	 	 	Partnership, its managing partner
	 
	 	 	 	 
	 

	 	By:
	 	Keystone KPJV, LLC, a Delaware limited liability
	 

	 	 	 	company, its general partner
	 
	 	 	 	 
	 

	 	By:
	 	ProLogis Six Rivers Limited Partnership, with
	 

	 	 	 	respect to its Fraser Business, a Delaware
	 

	 	 	 	series limited partnership, its sole Member
	 
	 	 	 	 
	 

	 	By:
	 	ProLogis Fraser Six Rivers GP, LLC, a Delaware
	 

	 	 	 	limited liability company, the general partner
	 

	 	 	 	of its Fraser Business
	 
	 	 	 	 
	 

	 	By:
	 	ProLogis Fraser, L.P., a Delaware limited
	 

	 	 	 	partnership, its sole member
	 
	 	 	 	 
	 

	 	By:
	 	ProLogis Fraser GP LLC, a Delaware limited
	 

	 	 	 	liability company, its general partner
	 
	 	 	 	 
	 

	 	By:
	 	ProLogis, a Maryland real estate investment
	 

	 	 	 	trust, its sole member






	 	 	 	 	 
	 	 	By:  	/s/ David Grawemeyer	 
	 	 	Name:      	David Grawemeyer	 
	 	 	Title:  	Managing Director and

 Deputy General Counsel	 






	 	 	 	 	 
	Date: October 16, 2009

	 	 	 	 






-  -









 





	 	 	 	 	 
	 	 	“Purchaser”
	 
	 	 	 	 
	 	 	501 AIRTECH PARKWAY, LLC,
an Indiana limited liability company
	 
	 	 	 	 
	 

	 	By: /s/ Anthony W. Boor
	 

	 	

	 

	 	Name: Anthony W. Boor
	Date: October 16, 2009

	 	Title: EVP, CFO, and Treasurer





Brightpoint North America, LP hereby executes this Agreement for the purpose of affirming its
obligations set forth in Sections 2.6, 6.4 and 10.17, the representation in Section7(e), and the
waiver and release set forth in Section 2.5 hereof.




	 	 	 	 	 
	 	 	BRIGHTPOINT NORTH AMERICA, L.P., a Delaware limited
liability company
	 
	 	 	 	 
	 

	 	By: /s/ Anthony W. Boor
	 

	 	

	 

	 	Name: Anthony W. Boor
	Date: October 16, 2009

	 	Title: EVP, CFO, and Treasurer






-  -









 





Escrow Agent has executed this Agreement in order to confirm that Escrow Agent shall act as
escrowee with respect to and hold in escrow the Earnest Money and the interest earned thereon, and
shall disburse the Earnest Money and the interest earned thereon, pursuant to the provisions of
Article 9.




	 	 	 	 	 
	 	 	FIDELITY NATIONAL TITLE INSURANCE COMPANY
	 
	 	 	 	 
	 

	 	By: /s/ Darren W. Hone
	 

	 	

	 

	 	Name: Darren W. Hone
	Date: October 16, 2009

	 	Title: Vice President






-  -









 





EXHIBIT A




LEGAL DESCRIPTION OF THE REAL PROPERTY



A-









 





EXHIBIT B




FORM OF DEED



	 	 	 
	This instrument prepared by,
and after recording, return to:
	 	 
	 
	 	 
	 


	 	 
	 


	 	 
	 


	 	 
	 
	 	 
	 

	 	This area reserved for use by Recorder.






SPECIAL WARRANTY DEED




     This Special Warranty Deed (this “Deed”) is made as of the ___ day of October, 2009, by KPVJ
501 AIRTECH PARKWAY, LP, a Delaware limited partnership having an office at 4545 Airport Way,
Denver, Colorado 80239 (the “Grantor”), to 501 AIRTECH PARKWAY, LLC, an Indiana limited liability
company having an office at 501 Airtech Parkway, Plainfield, Indiana 46168 (the “Grantee”).



     Grantor, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, conveys
to Grantee with the special warranty covenants described herein, all of its estate, right, title,
interest, claim, and demand in and to that certain real property situated in the County of
Hendricks and State of Indiana, and which is legally described on Exhibit A attached hereto
and incorporated herein (the “Property”), together with all hereditaments and appurtenances
pertaining to such Property, and the reversion and reversions, remainder and remainders, rents,
issues, and profits thereof, and all estate, right, title, interest, claim and demand whatsoever of
Grantor in and to such Property, TO HAVE AND TO HOLD forever.



     Grantor warrants that title to the Property is good, indefeasible in fee simple, and free from
any encumbrances arising by, through, or under Grantor, except for those Permitted Exceptions
described on Exhibit B attached hereto and incorporated herein.



B-









 





     This Instrument was prepared by                                         . I affirm, under penalties for perjury, that I
have taken reasonable care to redact each Social Security number in this document, unless required
by law.



 




[Remainder of page intentionally left blank].







B-









 








     IN WITNESS WHEREOF, Grantor has caused this Deed to be executed and delivered as of the date
first written above.



	 	 	 	 	 
	 	 	GRANTOR:
	 
	 	 	 	 
	 	 	KPVJ 501 AIRTECH PARKWAY, LP,
 a Delaware limited partnership
	 
	 	 	 	 
	 

	 	By:
	 	KPJV GenPar, LLC,
	 

	 	 	 	a Delaware limited liability company,
	 

	 	 	 	its general partner
	 
	 	 	 	 
	 

	 	By:
	 	KPJV, LLP,
	 

	 	 	 	a Delaware limited liability partnership,
	 

	 	 	 	its sole member
	 
	 	 	 	 
	 

	 	By:
	 	Keystone KPJV, LP,
	 

	 	 	 	a Delaware limited partnership,
	 

	 	 	 	its managing partner
	 
	 	 	 	 
	 

	 	By:
	 	Keystone KPJV, LLC,
	 

	 	 	 	a Delaware limited liability company,
	 

	 	 	 	its general partner
	 
	 	 	 	 
	 

	 	By:
	 	ProLogis Six Rivers Limited Partnership,
	 

	 	 	 	with respect to its Fraser Business,
	 

	 	 	 	a Delaware series limited partnership,
	 

	 	 	 	its sole member
	 
	 	 	 	 
	 

	 	By:
	 	ProLogis Fraser Six Rivers GP, LLC,
	 

	 	 	 	a Delaware limited liability company,
	 

	 	 	 	the general partner of its Fraser Business
	 
	 	 	 	 
	 

	 	By:
	 	ProLogis Fraser, L.P.,
	 

	 	 	 	a Delaware limited partnership,
	 

	 	 	 	its sole member
	 
	 	 	 	 
	 

	 	By:
	 	ProLogis Fraser GP LLC,
	 

	 	 	 	a Delaware limited liability company,
	 

	 	 	 	its general partner
	 
	 	 	 	 
	 

	 	By:
	 	ProLogis,
	 

	 	 	 	a Maryland real estate investment trust, its
	 

	 	 	 	sole member
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Printed Name:
	 

	 	 	 	Its:






B-









 





	 	 	 	 	 	 	 	 	 
	STATE OF 


	 	)	 	 	 
	 

	 	 	 	 	)	 	 	SS
	COUNTY OF


	 	)	 	 	 






     I hereby certify that
                    
                    , the
                    
                     of PROLOGIS, a Maryland
real estate investment trust, appeared before me this              
        day of              
       , 2009 and acknowledged
the foregoing instrument on behalf of said entities.



	 	 	 	 	 	 	 
	 
	 	 	 
	 	 	Printed Name:

	 	 	 	 	 
	 

	 	Notary Public

	 

	 	Commission Expires:

	 	 	 	 	 






B-











 





EXHIBIT A




LEGAL DESCRIPTION




[To be inserted].



COMMON ADDRESS:           
                      
                      
                      
               
                      
       .




Key No.:                                         

Parcel No.:                                         



Mail Future Tax Bills To:




501 AIRTECH PARKWAY, LLC

c/o BRIGHTPOINT, INC.

7365 Interactive Way, Suite 200

Indianapolis, IN 46278

Attn: Chief Financial Officer




B-









 





EXHIBIT B




PERMITTED EXCEPTIONS









B-









 








EXHIBIT C




ASSIGNMENT OF LEASE AND BILL OF SALE




     This instrument is executed and delivered as of the                      day of                     , 200___ pursuant to
that certain Purchase and Sale Agreement (“Agreement”) dated                     , 200 ___, by and
between KPJV 501 AIRTECH PARKWAY LP, a Delaware limited partnership (“Seller”), and
                    , a                      (“Purchaser”), covering the real property
described in Exhibit A attached hereto (“Real Property”).



     1. Sale of Personalty. For good and valuable consideration, Seller hereby sells,
transfers, sets over and conveys to Purchaser the following (the “Personal Property”):



     (a) Tangible Personalty. All of Seller’s right, title and interest, if any, in and to
all the furniture, fixtures, equipment and other tangible personal property owned by Seller and
located in or on the Real Property except any such personal property belonging to the tenant under
the Lease or the management agent; and



     (b) Intangible Personalty. All the right, title and interest of Seller, if any, in
and to assignable licenses and permits relating to the operation of the Property, assignable
guaranties and warranties from any contractor, manufacturer or other person in connection with the
construction or operation of the Property, and the right to use the name of the Property (if any),
but specifically excluding any right, title or interest of Seller in any trademarks, service marks
and trade names of Seller and with reservation by Seller to use such name in connection with other
property owned by Seller in the vicinity of the Property.



     2. Assignment. For good and valuable consideration, Seller hereby assigns, transfers,
sets over and conveys to Purchaser, and Purchaser hereby accepts all of the landlord’s right, title
and interest in and to the Lease between Airtech Parkway Associates, LLC (predecessor in interest
to Seller) and Brightpoint North America, Inc. dated September 18, 1998, as amended by that certain
First Amendment to Lease between First Point Associates, LLC (predecessor to Seller) and
Brightpoint North America L.P. dated September 28, 2001, (“Lease”).



     3. Assumption. Purchaser hereby assumes the obligations of Seller under the Lease
arising from and after the Closing Date and shall defend, indemnify and hold harmless Seller from
and against any liability, damages, causes of action, expenses and attorneys’ fees incurred by
Seller by reason of the failure of Purchaser to fulfill, perform, discharge and observe its
obligations with respect to the Lease arising from and after the Closing Date.



     4. Warranty of Title to Lease. Seller warrants that it has not assigned the Lease to
any other person or entity.



     5. Agreement Applies. The covenants, agreements, disclaimers, representations,
warranties, indemnities and limitations provided in the Agreement with respect to the Property
(including, without limitation, the limitations of liability provided in the Agreement), are hereby
incorporated herein by this reference as if herein set out in full and shall inure to the benefit
of and shall be binding upon Assignee and Assignor and their respective successors and assigns.



C-









 





     6. Limitation of Liability. Notice is hereby given that all persons dealing with
Seller or Purchaser shall look to the assets of Seller or Purchaser, respectively for the
enforcement of any claim against such party, as none of the partners, trusts, trustees, plan
participants, investors, and shareholders of such party or any of their officers, agents or
employees assume any personal liability for obligations entered into by or on behalf of such party.



C-









 





     IN WITNESS WHEREOF, the undersigned have caused this instrument to be executed as of the date
written above.



	 	 	 	 	 
	 	“Seller”



KPJV 501 AIRTECH PARKWAY LP, a Delaware limited

partnership

 	 
	 	By:  	                                              KPJV GenPar, LLC, a Delaware limited liability
 	 
	 	 	company, its general partner 	 
	 	 	 	 
	 
	 	By:  	                                              KPJV, LLP, a Delaware limited liability
 	 
	 	 	partnership, its sole member 	 
	 	 	 	 
	 
	 	By:  	                                              Keystone KPJV, LP, a Delaware limited
 	 
	 	 	Partnership, its managing partner 	 
	 	 	 	 
	 
	 	By:  	                                              Keystone KPJV, LLC, a Delaware limited liability
 	 
	 	 	company, its general partner 	 
	 	 	 	 
	 
	 	By:  	                                              ProLogis Six Rivers Limited Partnership, with
 	 
	 	 	respect to its Fraser Business, a Delaware 	 
	 	 	series limited partnership, its sole Member 	 
	 
	 	By:  	                                              ProLogis Fraser Six Rivers GP, LLC, a Delaware
 	 
	 	 	limited liability company, the general partner 	 
	 	 	of its Fraser Business 	 
	 
	 	By:  	                                              ProLogis Fraser, L.P., a Delaware limited
 	 
	 	 	partnership, its sole member 	 
	 	 	 	 
	 
	 	By:  	                                              ProLogis Fraser GP LLC, a Delaware limited
 	 
	 	 	liability company, its general partner 	 
	 	 	 	 
	 
	 	By:  	                                              ProLogis, a Maryland real estate investment
 	 
	 	 	trust, its sole member 	 
	 	 	 	 
	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	PURCHASER:




501 AIRTECH PARKWAY, LLC

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 








D-









 








[Subject to Further Discussion]




EXHIBIT D



FORM OF OWNER’S AFFIDAVIT



	 	 	 	 	 	 	 	 	 
	State of

	 	  

	)	 	 	 	 	 
	 

	 	 	 	to wit:
	 	 	 	 
	County of

	 	  

	)	 	 	 	 	 





The undersigned, KPJV 501 AIRTECH PARKWAY LP, a Delaware limited partnership (“Seller”), being duly
sworn according to law, deposes and says:





	1.	 	Attached hereto and made a part hereof as Exhibit A is the current rent roll for the property
known as
501 Airtech Parkway, Plainfield, Indiana (“Property”).






	2.	 	[To be updated as of Closing] There are no unpaid bills or claim for labor or services
performed or materials furnished or delivered by or on behalf of Seller during the last one
hundred twenty (120) days for alterations, repair, work, or new construction on the Property,
except: (if none, state “NONE”).





 




This Affidavit is solely for the benefit of Fidelity National Title Insurance Company (“Company”)
and no other person or entity shall have the right to rely on this Affidavit or be a third party
beneficiary hereof. This Affidavit shall survive the closing of the purchase and sale of the
Property for a period of one hundred eighty (180) days. After the expiration of such one hundred
eighty (180) day period, the Company shall have no rights or remedies against Seller for any matter
arising out of this Affidavit or the Property.







D-









 








	 	 	 	 	 
	 	“Seller”







KPJV 501 AIRTECH PARKWAY LP, a Delaware limited
partnership

 	 
	 	By:  	KPJV GenPar, LLC, a Delaware limited liability
 	 
	 	 	company, its general partner 	 
	 
	 	By:  	                                              KPJV, LLP, a Delaware limited liability
 	 
	 	 	partnership, its sole member 	 
	 
	 	By:  	                                              Keystone KPJV, LP, a Delaware limited
 	 
	 	 	Partnership, its managing partner 	 
	 
	 	By:  	                                              Keystone KPJV, LLC, a Delaware limited liability
 	 
	 	 	company, its general partner 	 
	 
	 	By:  	                                              ProLogis Six Rivers Limited Partnership, with
 	 
	 	 	respect to its Fraser Business, a Delaware 	 
	 	 	series limited partnership, its sole Member 	 
	 
	 	By:  	                                              ProLogis Fraser Six Rivers GP, LLC, a Delaware
 	 
	 	 	limited liability company, the general partner 	 
	 	 	of its Fraser Business 	 
	 
	 	By:  	                                              ProLogis Fraser, L.P., a Delaware limited
 	 
	 	 	partnership, its sole member 	 
	 
	 	By:  	                                              ProLogis Fraser GP LLC, a Delaware limited
 	 
	 	 	liability company, its general partner 	 
	 
	 	By:  	                                              ProLogis, a Maryland real estate investment
 	 
	 	 	trust, its sole member 	 
	 
	 	By:  	
 	 
	 	Name:  	
 	 	 
	 	Title:  	
 	 	 
	 


Subscribed and sworn to before me this                      day of October, 2009.




	 	 	 	 	 
	 	 
	 	 
	Notary Public 	 
	 	 
	 


My Commission Expires:









D-









 








EXHIBIT E

PARTICIPATING PLANS



Active Participants For Quarter Ending 12/31/2009



New participants were added on 10/01/2009




	 	 	 
	Merc Acct	 	Name
	20-46-004-6784139
	 	AFL-CIO Staff Retirement Plan

	20-46-004-6788222
	 	Annuity Plan of the Electrical Industry

	20-46-004-6785185
	 	Asbestos Workers Local No. 23 Pension Fund

	20-46-004-6785258
	 	Asbestos Workers Local Union 96 Pension Fund

	20-46-004-6788280
	 	Atlanta Plumbers and Steamfitters Pension Fund

	20-46-004-6809852
	 	Automotive Machinists Pension Trust

	20-46-004-6785224
	 	BAC Local Union 15 Pension Fund

	20-46-004-6809315
	 	BAC Local No. 4 Pension Fund

	20-46-004-6786482
	 	Bakery and Confectionery Union and Industry International Pension Fund

	20-46-004-6809593
	 	Bi-State Development Agency / Division 788 Amalgamated Transit Union Master Trust

	20-46-004-6784121
	 	Bricklayers and Trowel Trades International Pension Fund

	20-46-004-6785208
	 	Bricklayers Local #8 of Illinois & Employers Pension Plan

	20-46-004-6784236
	 	Bricklayers of Indiana Retirement Plan

	20-46-004-6785266
	 	Bricklayers Pension Fund of Western Pennsylvania

	20-46-004-6788688
	 	Bricklayers Union Local No. 6 of Indiana Pension Fund

	20-46-004-6784155
	 	Bridge and Iron Workers Staff Retirement Plan

	20-46-004-6810364
	 	Building Trades United Pension Trust Fund Milwaukee & Vicinity

	20-46-004-6786539
	 	California Public Employees Retirement System

	20-46-004-6810209
	 	Carpenter’s Annuity Trust Fund of Northern California

	20-46-004-6788303
	 	Carpenters Labor Management Pension Fund

	20-46-004-6787195
	 	Carpenters Local #496 Pension Trust Fund

	20-46-004-6787048
	 	Carpenters Pension Fund of Illinois

	20-46-004-6810194
	 	Carpenter’s Pension Fund of Northern California

	20-46-004-6787624
	 	Carpenters’ Pension Trust Fund of St. Louis

	20-46-004-6787098
	 	Cascade Pension Trust Fund

	20-46-004-6787616
	 	Cement Masons Locals 886 & 404 Pension Fund

	20-46-004-6809585
	 	Cement Masons Union Local No. 502 Pension Fund

	20-46-004-6809501
	 	Centennial State Carpenters’ Pension Trust Fund

	20-46-004-6810225
	 	Central Laborers’ Annuity Fund

	20-46-004-6809357
	 	Chicago Painters & Decorators Pension Fund

	20-46-004-6809331
	 	Construction Workers Pension Trust Fund Lake County & Vicinity

	20-46-004-6787755
	 	CWA-ITU Negotiated Pension Plan

	20-46-004-6809616
	 	Deferred Salary Plan of the Electrical Industry

	20-46-004-6810178
	 	Detroit Free Press Inc. Newspaper Guild of Detroit Pension Plan

	20-46-004-6784202
	 	Eighth District Electrical Pension Fund

	20-46-004-3419707
	 	Electrical Workers Local No. 26 Pension Trust Fund

	20-46-004-6788646
	 	Electrical Workers Local No. 292 Defined Contribution and 401(k) Plan

	20-46-004-6809323
	 	Electrical Workers Local No. 292 Pension Plan

	20-46-004-6787145
	 	Electrical Workers Pension Fund, Local 103, IBEW

	20-46-004-3419692
	 	Electricians’ Salary Deferral Plan







E-









 






	 	 	 
	Merc Acct	 	Name
	20-46-004-6785842
	 	Fort Wayne Public Transportation Corporation Retirement Plan

	20-46-004-6809690
	 	Glaziers Local No. 27 Pension Fund

	20-46-004-6785313
	 	Glaziers Local Union No. 558 Pension Fund

	20-46-004-6810152
	 	Greenville Plumbers and Pipefitters Pension Fund

	20-46-004-3420586
	 	Hawaii Laborers Annuity Fund

	20-46-004-6787713
	 	Hawaii Laborers Pension Trust Fund

	20-46-004-6809103
	 	Hotel and Restaurant Employees Local 25 and Hotel Association of
Washington, D.C. Pension Fund

	20-46-004-6787917
	 	IBEW #481 Money Purchase Pension Plan & Trust

	20-46-004-6785672
	 	IBEW Local #141 Profit-Sharing Plan

	20-46-004-6787056
	 	IBEW Local #380 Pension Plan

	20-46-004-6788599
	 	IBEW Local 117 Pension Fund

	20-46-004-6809048
	 	IBEW Local 131 Pension Plan

	20-46-004-6785834
	 	IBEW Local 1922 Pension Fund

	20-46-004-6788701
	 	IBEW Local 43 and Electrical Contractors Pension Fund

	20-46-004-6784244
	 	IBEW Local 595 Money Purchase Plan

	20-46-004-6784228
	 	IBEW Local 673 Pension Fund

	20-46-004-6809608
	 	IBEW Local No. 38 Pension Fund

	20-46-004-6809420
	 	IBEW Local Union #226 Open End Pension Trust Fund

	20-46-004-6810398
	 	IBEW Local Union 1579 Pension Plan

	20-46-004-3418620
	 	IBEW Local Union No. 915 Pension-Annuity Fund

	20-46-004-6788206
	 	IBEW Local Union No. 99 Annuity Plan

	20-46-004-6788191
	 	IBEW Local Union No. 99 Retirement Plan

	20-46-004-6786521
	 	Indiana State Council of Carpenters Pension Fund

	20-46-004-6785850
	 	Inland Refrigeration & Air Conditioning Trust Fund

	20-46-004-6786505
	 	International Association Of Full-Time Salaried Officers and
Employees of Outside Local Unions and District Councils Pension Plan

	20-46-004-6810217
	 	International Brotherhood of Firemen & Oilers, Local No. 7 Pension
Trust Fund

	20-46-004-6809747
	 	International Brotherhood of Firemen and Oilers National Pension Fund

	20-46-004-6787129
	 	International Brotherhood of Painters and Allied Trades Union
Pension Plan

	20-46-004-6788858
	 	International Foundation of Employee Benefit Plans Pension Plan for
Hourly Employees

	20-46-004-6788866
	 	International Foundation of Employee Benefit Plans Pension Plan for
Salaried Employees

	20-46-004-6809488
	 	International Longshoremen’s Association (AFL-CIO) Employers Pension
Fund, SE Florida Ports

	20-46-004-6785127
	 	Iron Worker Local Number 498 Pension Plan

	20-46-004-6788719
	 	Iron Workers’ Mid-America Pension Fund

	20-46-004-6785606
	 	Iron Workers Pension Plan of Western Pennsylvania

	20-46-004-6809218
	 	Ironworkers District Council of New England Pension Fund

	20-46-004-6787941
	 	IUE AFL-CIO Pension Fund

	20-46-004-6809640
	 	IUPAT Industry Annuity Plan

	20-46-004-6788581
	 	Jacksonville Plumbers and Pipefitters Pension Fund

	20-46-004-6787682
	 	Kansas Construction Trades Open End Pension Trust Fund

	20-46-004-6785525
	 	Kentucky State District Council of Carpenters Pension Trust Fund







E-









 






	 	 	 
	Merc Acct	 	Name
	20-46-004-6809137
	 	Laborers’ District Council Construction Industry Pension Fund

	20-46-004-6788743
	 	Laborers’ District Council, Pension and Disability Trust Fund No. 3

	20-46-004-6788125
	 	Laborers’ Pension Fund

	20-46-004-6785614
	 	LIUNA Staff & Affiliates Pension Fund

	20-46-004-6809682
	 	Local 138 IUOE Annuity Fund

	20-46-004-6787137
	 	Local 68 Engineers Annuity Fund

	20-46-004-6788060
	 	Local 68 IUOE Pension Fund

	20-46-004-6788036
	 	Local 705 IBT Pension Trust Fund

	20-46-004-3420578
	 	Local No. 1, IBEW, Pension Benefit Trust Fund

	20-46-004-6788230
	 	Maryland Electrical Industry Pension Fund

	20-46-004-3418604
	 	Masons and Plasterers Pension Plan Local 56 Dupage County

	20-46-004-3417577
	 	Massachusetts Bay Transportation Authority Retirement Fund

	20-46-004-6809365
	 	Massachusetts Service Employees Pension Fund

	20-46-004-6788256
	 	Milwaukee Drivers Pension Trust Fund

	20-46-004-6787608
	 	Minneapolis Painting Industry Pension Plan

	20-46-004-6809349
	 	Minnesota and North Dakota Bricklayers & Allied Craftworkers Pension
Fund

	20-46-004-6788549
	 	Motion Picture Industry Individual Account Plan

	20-46-004-6809404
	 	Motion Picture Laboratory Technicians and Film Editors Local 780
IATSE Pension Fund

	20-46-004-6809111
	 	Municipal Employees’ Annuity & Benefit Fund of Chicago

	20-46-004-6784252
	 	National Automatic Sprinkler Industry Pension Fund

	20-46-004-6784171
	 	National Electrical Annuity Plan

	20-46-004-6810403
	 	National Football League Players Association Defined Benefit Plan

	20-46-004-6784210
	 	National Roofing Industry Pension Fund

	20-46-004-6787006
	 	NECA-IBEW Local 176 Pension Fund

	20-46-004-6788078
	 	NECA-IBEW Local 364 Defined Contribution Pension Fund

	20-46-004-6787014
	 	NECA-IBEW Pension Trust Fund

	20-46-004-6809860
	 	New Jersey Education Association Employees Retirement Plan

	20-46-004-6788028
	 	New York City District Council of Carpenters Pension Fund

	20-46-004-6809577
	 	Northern Illinois Pension Fund

	20-46-004-6810144
	 	Nursing Home and Healthcare Employees of Philadelphia and Vicinity
Pension Plan

	20-46-004-6786513
	 	Ohio Local No. 1 Operating Plasterers and Cement Masons Pension Fund
and Plan

	20-46-004-6785135
	 	Omaha Construction Industry Pension Plan

	20-46-004-6809080
	 	Operating Engineers Local 57 Pension Fund

	20-46-004-6787585
	 	Painters & Allied Trades District Council #35 Pension Fund

	20-46-004-6809462
	 	Painters District Council #2 Pension Trust

	20-46-004-6785703
	 	Pension and Annuity Plans of the Bricklayers Pension Fund

	20-46-004-6785517
	 	Pension Fund Technical Engineering Division, Local 130, U.A.

	20-46-004-6786995
	 	Pension Hospitalization Benefit Plan of the Electrical Industry
Pension Trust Fund

	20-46-004-6785711
	 	Pension Plan for Employees of the California Labor Federation, AFL-CIO

	20-46-004-6809470
	 	Plasterers’ & Cement Masons’ Local 40 Pension Fund

	20-46-004-6810186
	 	Plumbers & Pipefitters Local No. 333 Pension Fund

	20-46-004-6785232
	 	Plumbers & Steamfitters Local 137 Pension Plan







E-









 






	 	 	 
	Merc Acct	 	Name
	20-46-004-6784189
	 	Plumbers and Pipefitters National Pension Fund

	20-46-004-6810380
	 	Plumbers And Steamfitters Local #118 Kenosha Unit Pension Plan

	20-46-004-6809844
	 	Plumbers and Steamfitters Local 102 Pension Fund

	20-46-004-6787080
	 	Plumbers Local #8 Pension Plan

	20-46-004-6788010
	 	Plumbers’ Pension Fund, Local 130, U.A.

	20-46-004-6809161
	 	Rhode Island Carpenters Pension Fund

	20-46-004-6809496
	 	Rockford Area Dairy Industry, Local 754 IBT Retirement Pension Plan

	20-46-004-6787593
	 	Rodman Local Union 201 Pension Fund

	20-46-004-6787933
	 	Roofers’ Pension Fund

	20-46-004-6786979
	 	Roofers Union Local 33 Pension Fund

	20-46-004-6787501
	 	San Francisco Culinary, Bartenders & Service Employees Pension Fund

	20-46-004-6809713
	 	SEIU Local No. 4 Pension Fund

	20-46-004-6784163
	 	Service Employees International Union Master Pension Trust

	20-46-004-6785680
	 	Sheet Metal Workers Local #33 Youngstown Pension Fund

	20-46-004-6785347
	 	Sheet Metal Workers Local 10 Pension Fund

	20-46-004-3418599
	 	Sheet Metal Workers Local 224 Pension Plan

	20-46-004-3418612
	 	Sheet Metal Workers Local 33 Youngstown District Annuity Fund

	20-46-004-6809739
	 	Sheet Metal Workers Local 36 Pension Fund

	20-46-004-6788044
	 	Sheet Metal Workers’ Local Union No.100 Washington DC Area Pension
Fund

	20-46-004-6786987
	 	Sheet Metal Workers’ Pension Fund of Local Union #19

	20-46-004-6809381
	 	Southern Electrical Retirement Fund

	20-46-004-6785729
	 	Southern Illinois Laborers and Employers Annuity

	20-46-004-6788002
	 	Southern Nevada Culinary & Bartenders Pension Trust

	20-46-004-6787894
	 	Southwest Ohio District Council of Carpenters-Dayton-Pension Plan

	20-46-004-6784197
	 	Stationary Engineers Local No. 39 Pension Plan

	20-46-004-6810372
	 	Teamsters Local Union No. 727 Pension Fund

	20-46-004-6785698
	 	Toledo Painters and Allied Trades Pension Plan

	20-46-004-6809412
	 	Toledo Roofers Local No. 134 Pension Plan

	20-46-004-3417616
	 	Transit Employees Retirement Plan

	20-46-004-6809721
	 	Truck Drivers & Helpers Local Union No. 355 Retirement Pension Plan

	20-46-004-6787705
	 	Twin City Carpenters & Joiners Pension Fund

	20-46-004-6788557
	 	Twin City Pipe Trades Pension Trust

	20-46-004-6809878
	 	UA Locals 63/353 Joint Pension Trust Fund

	20-46-004-6786490
	 	UFCW International Union Pension Plan for Employees

	20-46-004-3419812
	 	UNITE HERE National Retirement Fund

	20-46-004-6809098
	 	UNITE Staff Retirement Plan

	20-46-004-6788141
	 	United Mine Workers of America, International Pension Trust

	20-46-004-6787909
	 	UNITE-HERE Pension Fund

	20-46-004-6788484
	 	West Michigan Plumbers, Fitters and Service Trades Local Union No.
174-Pension Plan and Trust

	20-46-004-6785274
	 	Will County Local 174 Carpenters Pension Plan

	20-46-004-6785509
	 	Wisconsin Laborers Pension Plan

	20-46-004-6809153
	 	Worcester Plumbers & Pipefitters Local Union No 4 Pension Plan






Total Number of Active Participants164

Thursday, October 01, 2009





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