**Exhibit 2.1**

 

**PURCHASEAND SALE AGREEMENT**

for

3411 N. Perris Boulevard and 100 W. Sinclair Street

Perris, California

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**THISPURCHASE AND SALE AGREEMENT** (this “**Agreement**”) is made and entered into this 27th day ofDecember, 2006, by and between **NATIONAL RV HOLDINGS, INC.**,****a Delaware corporation (“**Seller**”),and **FIRST INDUSTRIAL ACQUISITIONS, INC.**,****a Maryland corporation (“**Buyer**”).

# **1.             SALE**. Seller agrees to sell and convey to Buyer, and Buyer agrees to purchasefrom Seller, on the terms and conditions set forth in this Agreement, theProperty (as hereinafter defined), including those certain five (5) buildingscommonly known as 3411 N. Perris Boulevard and 100 W. Sinclair Street, Perris,California, containing approximately 595,940 square feet (collectively, the “**Buildings**”).  Forpurposes of this Agreement, the term, “**Property**” shallmean collectively:

## **1.1.        ****Land**. Those parcels of land described in **ExhibitA** attached hereto (collectively, the “**Land**”), together with all rights, easements and interestsappurtenant thereto, including, but not limited to, any streets or other publicways adjacent to the Land and any water or mineral rights owned by, or leasedto, Seller.

## **1.2.        ****Improvements**.  Allimprovements located on the Land, including, but not limited to, the Buildings,and all other structures, systems, and utilities associated with, and utilizedby Seller in, the ownership and operation of the Buildings (all suchimprovements being collectively referred to as the “**Improvements**”).

## **1.3.        ****Intangible Property**.  All,if any, (i) trademarks, tradenames, development rights and entitlements andother intangible property associated with the Land or Improvements, owned bySeller and used in connection with the foregoing; (ii) guaranties andwarranties issued to Seller and with respect to the Improvements; and (iii) anyreports, studies, surveys and other comparable analysis, depictions orexaminations of the Land and/or the Improvements (collectively, the “**Intangibles**”).

## **1.4.        ****Contracts**. Those certain operating contracts, service contracts, managementagreements and other comparable agreements described on **Exhibit B** attached hereto (the “**Contracts**”) that Buyer expressly elect to assumepursuant to **Section 8.2** hereof. 

# **2.             PURCHASE PRICE**.

## **2.1.        ****Purchase Price**.  Thetotal purchase price to be paid to Seller by Buyer for the Property shall beThirty-One Million Seven Hundred Fifty Thousand and No/100 Dollars($31,750,000.00) (the “**Purchase Price**”).  Provided that all conditions precedent toBuyer’s obligations to close as set forth in this Agreement (“**Conditions Precedent**”) have been satisfiedand fulfilled, or waived in writing by Buyer, the Purchase Price shall be paidto Seller at Closing, plus or minus prorations and other adjustments hereunder,by federal wire transfer of immediately available funds.

## **2.2.        ****Earnest Money**.  Nolater than two (2) business days after the complete execution and delivery ofthis Agreement (the date upon which this Agreement has been fully executed anddelivered to both parties, the “**EffectiveDate**”), Buyer shall depositthe sum of $250,000.00 as its initial earnest money deposit (the “**Initial****Earnest Money**”) inan escrow (the “**Escrow**”) with First American Title InsuranceCompany (“**Escrow Holder**”).  Nolater than 

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## two (2) business days afterthe Review Period Expiration Date (as hereinafter defined), Buyer shall depositthe sum of $750,000.00 in Escrow with the Escrow Holder as its additionalearnest money deposit (the “**AdditionalEarnest Money**”).  The InitialEarnest Money and the Additional Earnest Money, together with all interestearned thereon, is hereinafter referred to as the “**Deposit**.”  TheDeposit shall be held in a joint order escrow (the “**Escrow Agreement**”)between Buyer, Seller and Escrow Holder, which Escrow Agreement shall containterms mutually and reasonably acceptable to Buyer and Seller.  The Deposit shall be applied against thePurchase Price at Closing.  Following theReview Period Expiration Date, the Deposit shall be non-refundable, except inthe event of (a) a failure by Seller to have performed fully or tenderperformance of its obligations hereunder, (b) a failure of a condition to Buyer’sobligations set forth in **Section 9**or(c) a circumstance entitling Buyer to the return of the Deposit under **Section 14**.

## **2.3.        ****Opening of Escrow**.  Forthe purposes of this Agreement, the Escrow shall be deemed opened (“**Opening of Escrow**”) on the date Escrow Holder receives anoriginal of this Agreement fully executed by Buyer and Seller, which shalloccur no later than the Effective Date. Escrow Holder shall promptly notify Buyer and Seller**in writing of the Opening of Escrow.  Buyer and Seller agree to execute, deliverand be bound by any reasonable or customary supplemental escrow instructions orother instruments reasonably required by Escrow Holder to consummate thetransaction contemplated by this Agreement; provided, however, that no suchinstruments shall be inconsistent or in conflict with, amend or supersede anyportion of this Agreement.  If there isany conflict or inconsistency between the terms of such instruments and theterms of this Agreement, then the terms of this Agreement shall control.

# **3.             CLOSING**.  Thepurchase and sale contemplated herein shall be consummated at a closing (“**Closing**”) to take place through an escrow with the TitleCompany (as hereinafter defined).  TheClosing shall occur on February 15, 2007 (the “**Closing Date**”).  The Closing shall be effective as of12:01 A.M. on the Closing Date.

# **4.             PROPERTY INSPECTION**.

## **4.1.         BasicProperty Inspection**.  Not later than five (5) days after the EffectiveDate, Seller shall deliver to Buyer all of the agreements, documents,contracts, information, records, reports and other items described in **Exhibit C** attached hereto (the “**Documents**”) that are in its possession or reasonablecontrol.  At all times prior to Closing,including times following the “**ReviewPeriod Expiration Date**”(which Review Period Expiration Date is defined as February 9, 2007), Buyer,its agents and representatives shall be entitled to conduct a “**Due Diligence****Inspection**,” which includes the rights to: (i) enterupon the Land and Improvements, on reasonable notice to and coordinate withSeller, to perform inspections and tests of the Land and the Improvements,including, but not limited to, inspection, evaluation and testing of the heating,ventilation and air-conditioning systems and all components thereof andenvironmental studies and investigations of the Land and the Improvements;(ii) examine and copy any and all books, records, correspondence,financial data, and all other documents and matters, public or private,maintained by Seller or its agents, and relating to receipts and expenditurespertaining to the Property for the three most recent full calendar years andthe current calendar year; (iii) make investigations with regard tozoning, environmental, Buildings, code and other legal requirements; and(iv) make or obtain market 

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## studies and real estate taxanalyses.  If, at any time prior to theReview Period Expiration Date, Buyer, in its sole and absolute discretion,determines that the results of any inspection, test or examination do not meetBuyer’s criteria for the purchase, financing or operation of the Property inthe manner contemplated by Buyer, or if Buyer, in its sole discretion,otherwise determines that the Property is unsatisfactory to it, then Buyer mayterminate this Agreement by written notice to Seller, with a copy to EscrowHolder, given not later than 5:00 P.M. (California Time) on the Review PeriodExpiration Date, whereupon the provisions of **Section21.8**governing a permitted termination by Buyer shall apply.

## **4.2.         Indemnification**.  Inthe event that, as a result of Buyer’s Due Diligence Inspection, any damageoccurs to the Property, then Buyer shall promptly repair such damage at Buyer’ssole cost and expense.  Buyer herebyindemnifies, protects, defends and holds Seller harmless from and against anyand all losses, damages, claims, causes of action, judgments, damages, costsand expenses (including reasonable fees of attorneys) (collectively, “**Losses**”) that Seller actually suffers or incurs asa result of (i) a breach of Buyer’s agreements set forth in this **Section 4** in connection with the DueDiligence Inspection, (ii) Buyer’s inspection or entry onto the Property or(iii) physical damage to the Property or bodily injury caused by any willfulmisconduct or negligent act of Buyer or its agents, employees or contractors inconnection with the right of inspection granted under this **Section 4**.  Buyer and any of its agents and consultantsperforming the Due Diligence Inspection shall, upon the request of Seller,provide Seller with written evidence of insurance in an amount and containingcoverage reasonably acceptable to Seller, naming Seller as an additionalinsured.  The terms of this **Section 4.2** shall survive the termination of thisAgreement.

## **4.3.         Buyer’sReliance on Own Investigation; “AS-IS” Sale; Release**.

### **4.3.1.     **Buyer agrees and acknowledges that, as of theClosing Date, Buyer shall have made such feasibility studies, investigations,title searches, environmental studies, engineering studies, inquiries ofgovernmental officials, and all other inquiries and investigations as Buyershall deem necessary to satisfy itself as to the condition and quality of theProperty.  By proceeding with Closing,Buyer acknowledges that it has been given ample opportunity to inspect theProperty.

### **4.3.2.     **Buyer further acknowledges and agrees that,at Closing, Buyer will buy and is buying the Property in its then condition, “ASIS, WHERE IS” and WITH ALL FAULTS, and solely in reliance on Buyer’s owninvestigation, examination, inspection, analysis and evaluation and the expressrepresentations and warranties of Seller set forth in this Agreement.  Except for the express representations andwarranties of Seller set forth in this Agreement, Buyer is not relying on anystatement or information made or given, directly or indirectly, orally or inwriting, express or implied, by Seller, its agents or any other representativeof Seller as to any aspect of the Property, including without limitation, thephysical, environmental, economic or legal conditions and quality but, rather,is and will be relying on independent evaluations by its own personnel orconsultants to make a determination as to the physical and economic nature,condition and prospects of the Property. Buyer assumes the risk that adverse physical, environmental, economic orlegal conditions may not be revealed by its investigation.

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### **4.3.3.     **The agreements and acknowledgments containedin this Section constitute a conclusive admission that Buyer, as asophisticated, knowledgeable investor in real property, shall acquire theProperty solely in reliance upon its own judgment as to any matter germane tothe Property or to Buyer’s contemplated use of the Property, and not upon any statement,representation, or warranty by Seller, its agents or any other representativeof Seller, which is not expressly set forth in this Agreement.

### **4.3.4.     **Except as otherwise expressly provided in **Section 7** below, Seller disclaims themaking of any representations or warranties, express or implied, regarding theProperty or its value or matters affecting the Property, including, withoutlimitation, the physical condition of the Property, title to or the boundariesof the Land, pest control matters, soil condition, hazardous waste, toxicsubstance or other environmental matters, compliance with the Americans WithDisabilities Act of 1990, or other building, health, safety, land use andzoning laws, regulations and orders, structural and other engineering characteristics,traffic patterns and all other information pertaining to the Property.  Buyer, moreover, acknowledges (i) thatBuyer has entered into this Agreement with the intention of relying upon itsown investigation of the physical, environmental, economic and legal conditionof the Property and (ii) that Buyer is not relying upon anyrepresentations and warranties, other than those specifically set forth in **Section 7** below, made by Seller oranyone acting or claiming to act on Seller’s behalf concerning the Property orits value.  Buyer further acknowledgesthat it has not received and is not relying on any accounting, tax, legal,architectural, engineering, property management, leasing or other advice fromSeller with respect to this transaction and is relying solely upon the adviceof its own accounting, tax, legal, architectural, engineering, propertymanagement and other advisors.

### **4.3.5.     **Except with respect to any claims arising outof any breach of covenants, representations or warranties set forth in **Sections****7**or **8** below, Buyer, for itself andits agents, affiliates, successors and assigns, hereby releases and foreverdischarges Seller, its agents, partners, affiliates, successors and assignsfrom any and all rights, claims and demands at law or in equity, whether knownor unknown at the time of this Agreement, which Buyer has or may have in thefuture, arising out of the physical, environmental, economic or legal conditionof the Property.  As further considerationfor, and as an inducement to Seller to enter into, this Agreement, Buyer herebyagrees that matters released herein are not limited to matters which are knownto Buyer or disclosed, and Buyer waives any and all rights it may have underSection 1542 of the California Civil Code or any similar state, local orfederal law, statute, rule, order or regulation.  Said Section 1542 provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOTKNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF  EXECUTING THE RELEASE, WHICH IF KNOWN BY HIMMUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Buyer hereby specifically acknowledges that Buyer has carefullyreviewed this subsection and discussed its import with legal counsel andthat the provisions of this subsection are a material part of thisAgreement.

Buyer’sInitials:            

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Theprovisions of this Section shall survive Closing.

# **5.             TITLE AND SURVEY MATTERS**.

## **5.1.         Conveyanceof Title**.  At Closing, Seller agrees to deliver to Buyera grant deed (the “**Grant Deed**”),in recordable form, conveying the Land and the Improvements to Buyer or Buyer’sassignee or designee, free and clear of all liens, claims and encumbrancesexcept for the Permitted Exceptions (as hereinafter defined).  Buyer shall order a commitment (the “**Title Commitment**”), dated after theEffective Date, issued by First American Title Insurance Company (5 FirstAmerican Title, Santa Ana, CA  92707;Attn: Leann Berry) (the “**Title Company**”),for an owner’s title insurance policy (the “**TitlePolicy**”), ALTA Policy Form B-1992, in the full amount of thePurchase Price.  The premium for theTitle Policy shall be paid in accordance with the terms of **Section 13** of this Agreement.  Provided that Buyer has confirmed with theTitle Company, in writing, prior to the Review Period Expiration Date that theTitle Company will issue the same, it shall be a Condition Precedent to Buyer’sobligation to proceed to Closing that, at Closing, the Title Company shallissue the Title Policy to Buyer insuring Buyer as the fee simple owner of theProperty for the full amount of the Purchase Price with all standard andgeneral printed exceptions deleted so as to afford full “extended formcoverage,” and shall further include, to the extent that Buyer obtains thewritten commitment for the same from the Title Company prior to the ReviewPeriod Expiration Date, all of the following endorsements to the extentavailable in the State of California:  anOwner’s comprehensive endorsement; ALTA Zoning Endorsement No. 3.1(including parking); a tax parcel endorsement; an access endorsement; a surveyendorsement; and a contiguity endorsement (collectively, the “**Endorsements**”).

## **5.2.         Survey**. Buyer may order, at Buyer’s expense, an ALTA, as-built survey of theLand and the Improvements located thereon (the “**Survey**”).

## **5.3.         Defectsand Cure**.  If the Title Commitment, the Survey or anyupdate to either of the foregoing, (“**TitleEvidence**”) discloses unpermitted claims, liens, exceptions orconditions (the “**Defects**”), saidDefects shall be cured and removed by Seller from the Title Evidence prior toClosing in accordance with this **Section 5.3**.

### **5.3.1.      MandatoryCure Items**.  On or prior to Closing, Seller shall beunconditionally obligated to cure or remove the following Defects (the “**Liquidated Defects**”), whether described in the TitleCommitment, or first arising or first disclosed by the Title Company (orotherwise) to Buyer after the date of the Title Commitment, and whether or notraised in a Title Objection Notice (defined below):  (a) liens securing a mortgage, deed of trustor trust deed) evidencing an indebtedness of Seller; (b) judgment liensagainst any or all of Seller or its shareholders and the officers, directors,employees, agents or duly authorized managing agent of any or all of Seller orits shareholders (collectively “**SellerParties**”); (c) tax liens; (d) broker’s liens based on thewritten agreement of Seller or any Seller Parties; and (e) any mechanicsliens that are based upon a written agreement between either (x) the claimant (a “**Contract Claimant**”) and any or all of Seller and the SellerParties, or (y) the Contract Claimant and any other contractor, supplier ormaterialman with which any or all of Seller and the Seller Parties has awritten agreement.  Notwithstanding anythingto the contrary set forth herein, if, prior to Closing, Seller fails to so cureor remove (or insure over, in a form and substance reasonably acceptable toBuyer) all Liquidated Defects, then Buyer may either (1) 

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### terminate this Agreement bywritten notice to Seller, in which event the provisions of **Section 21.8**governing a permittedtermination by Buyer shall apply; or (2) proceed to close with title to theProperty as it then is, with the right to deduct from the Purchase Price a sumequal to the aggregate amount necessary to cure or remove (by endorsement orotherwise, as reasonably determined by Buyer, acting in good faith) theLiquidated Defects in an amount not to exceed the sum of $500,000.

### **5.3.2.      OtherDefects**.  On or before the date that is five (5) daysprior to the Review Period Expiration Date, Buyer may deliver one or morenotices (each a “**Title Objection Notice**”)to Seller specifying any lien, claim, encumbrance, restriction, covenant,condition, exception to title or other matter disclosed by the Title Evidence,that is not a Liquidated Defect (“**OtherDefects**”) that is evidenced by the Title Evidence and that renderstitle unacceptable to Buyer.  Moreover,Buyer may deliver a Title Objection Notice with respect to any Other Defectthat first arises, or is first disclosed to Buyer, subsequent to the deliveryof the applicable item of Title Evidence to Buyer, and that renders titleunacceptable based upon commercially reasonable standards, provided that Buyerdelivers such Title Objection Notice to Seller within five (5) days after Buyerobtains actual knowledge of such Other Defect. Seller shall be obligated to advise Buyer in writing (“**Seller’s Cure Notice**”) within three (3)business days after Buyer delivers any Title Objection Notice, which (if any)of the Other Defects specified in the applicable Title Objection Notice Selleris willing to cure (the “**Seller’s Cure Items**”).  If Seller delivers a Seller’s Cure Notice,and identifies any Seller’s Cure Items, Seller shall be unconditionally obligatedto cure or remove the Seller’s Cure Items prior to the Closing.  In the event that Seller fails to timelydeliver a Seller’s Cure Notice, or in the event that Seller’s Cure Notice(specifying Seller’s Cure Items) does not include each and every Other Defectspecified in each Title Objection Notice, then Buyer may either (A) electto terminate this Agreement by written notice to Seller, in which event theprovisions of **Section 21.8**governinga permitted termination by Buyer shall apply, or (B) proceed to close,accepting title to the Property subject to those Other Defects not included inSeller’s Cure Notice.  For purposes ofthis Agreement, the term, “**PermittedExceptions**,”****shall mean both (i) all liens, claims,encumbrances, restrictions, covenants, conditions, matters or exceptions totitle (other than Liquidated Defects) that are set forth in the Title Evidence,but not objected to by Buyer in a Title Objection Notice; and (ii) any OtherDefects that Seller elects, or is deemed to have elected, not to cure, butdespite which, pursuant to (B) above, Buyer nevertheless elects to close.

# **6.             LEASEBACK**.  Concurrently with the consummation of theClosing, Buyer (as landlord) agrees to lease to National RV Inc. (“**Tenant**”), and Seller agrees to cause Tenant,its  wholly-owned subsidiary, to leasefrom Buyer, the Property, pursuant to a lease agreement (the “**National RV Lease**”) to be finalized andready for execution on or prior to the Review Period Expiration Date.  The National RV Lease shall, among other things,(i) provide that Tenant, shall pay initial base rent to Buyer, as landlord, inthe amount of $0.38 per square foot of the Buildings per month, which base rentamount shall increase by, on a compound basis, 3% during each year of the term;(ii) provide for an initial lease term of ten (10) years, with two (2) five (5)year renewal options, with base rent during the renewal periods beingdetermined at then-fair market value (which base rent amount shall increase by,on a compound basis, 3% per annum); (iii) provide that Seller (a) execute aguaranty of the lease in a form mutually agreed to by Buyer and Seller (the “**Guaranty**”), and (b) deliver a letter ofcredit to Buyer, as landlord, as a security deposit in connection with theNational RV Lease, in an amount and in a form mutually and 

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# reasonablyagreed to by Buyer and Seller (“**Letter ofCredit**”); (iv) be an absolute net lease wherein Tenant shall beresponsible for the real estate taxes, ground maintenance, utilities, insurancecosts and the repair and maintenance of the Buildings, including, but notlimited to, the roof, HVAC equipment, plumbing lines and parking lots;(vi)  provide that Tenant may assign orsublet a portion of the Premises provided Seller obtains Buyer’s prior writtenconsent, which consent shall not be unreasonably withheld, conditioned ordelayed; and (v) provide that Tenant may freely sublet or assign its interestin the National RV Lease without obtaining Buyer’s prior written consent to anentity that acquires substantially all of the assets of Tenant as a result of amerger or consolidation or to an entity that has a controlling interest inTenant provided that such transfer is for a bona fide purpose and notprincipally for the purpose of transferring Tenant’s leasehold estate; and (vi)provide that Seller may assign its obligations under the Guaranty and Letter ofCredit, provided Seller obtains Buyer’s prior written consent, which consentshall not be unreasonably withheld, conditioned and delayed; it being agreedthat it is unreasonable for Buyer to withhold its consent to such andassignment of obligations in the event Seller no longer owns a controllinginterest in Tenant and the tangible net worth (as determined inaccordance with generally accepted accounting principles (“**GAAP**”)) of the proposed replacementguarantor is not less than the tangible net worth (as determined in accordancewith GAAP) of Seller as of the date of the Guaranty.  The National RV Lease shall be based on themost recent AIR Single Tenant Lease-Net form, containing revisions as mutuallyand reasonably agreed to by Buyer and Tenant. Buyer and Seller shall negotiate the National RV Lease in good faith andshall use good faith, reasonable efforts to finalize the terms of the NationalRV Lease as soon as is reasonably possible. As soon as Buyer and Seller agree upon the terms of National RV Lease,Buyer and Seller shall execute an amendment to the Agreement memorializing theterms of the National RV Lease and, at Closing, Buyer shall deliver itscounterpart to the National RV Lease and Seller shall deliver Tenant’scounterpart to the National RV Lease into escrow.

# **7.             SELLER’S REPRESENTATIONS ANDWARRANTIES**.  Seller represents and warrants to Buyer thatthe following matters are true as of the Effective Date and shall be true as ofthe Closing Date:

## **7.1.        ****Seller’s Representations****.**

### **7.1.1.      Documents**. Seller has not intentionally modified, or intentionally withheld anyportion of the Documents in its possession or reasonable control.

### **7.1.2.     ****Environmental Matters**. Seller has not received any written notice from any governmentalauthority, or from any tenant or adjacent property owner, of any pending orthreatened claims, complaints, notices, correspondence or requests for informationreceived by Seller with respect to any violation or alleged violation of anyEnvironmental Law, any releases of Hazardous Substances (as hereinafterdefined) or with respect to any corrective or remedial action for, or cleanupof, the Land, the Improvements or any portion thereof.  For purposes of this Agreement, “**Environmental Laws**” shall mean: all past, present or future federal, state and local statutes,regulations, directives, ordinances, rules, policies, guidelines, court orders,decrees, arbitration awards and the common law, which pertain to environmentalmatters, contamination of any type whatsoever or health and safety matters, assuch have been amended, modified or supplemented from time to time (includingall present and future amendments thereto and re-authorizations thereof).  For purposes of this Agreement, 

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### “**Hazardous Substances**” shall mean: any chemical, pollutant,contaminant, pesticide, petroleum or petroleum product or by product,radioactive substance, solid waste (hazardous or extremely hazardous), special,dangerous or toxic waste, substance, chemical or material regulated, listed,limited or prohibited under any Environmental Law or any material or substancewhich is (i) defined as a “hazardous waste,” “extremely hazardous waste” or “restrictedhazardous waste” under Sections 25115, 25117 or 25122.7, or listed pursuant toSection 251.40, or the California Health and Safety Code, Division 20, Chapter6.5 (Hazardous Waste Control Law), (ii) defined as a “hazardous substance”under Section 25316 of the California Health and Safety Code, Division 20,Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii)defined as a “hazardous material,” “hazardous substance,” or “hazardous waste”under Section 25501 of the California Health and Safety Code, Division 20,Chapter 6.95 (Hazardous Materials Release Plans and Inventory), (iv) defined asa “hazardous substance” under Section 25281 of the California Health and SafetyCode, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances),(v) listed under Article 9 or defined as hazardous or extremely hazardouspursuant to Article 11 of Title 22 of the California Administrative Code,Division 4, Chapter 20.

### **7.1.3.      Compliancewith Laws and Codes**.  Seller has not received any written noticefrom any governmental authority advising or alleging that the entirety of theProperty (including the Improvements), and the use and operation thereof, arenot in compliance with all applicable municipal and other governmental laws,ordinances, rules, regulations, codes (including Environmental Laws), licenses,permits and authorizations, and there are presently and validly in effect allrequired licenses, permits and other authorizations.

### **7.1.4.      Litigation**. Seller has not been served, and, to Seller’s actual knowledge, there areno pending or threatened judicial, municipal or administrative proceedingsaffecting the Property, or in which Seller is or will be a party by reason ofSeller’s ownership or operation of the Property or any portion thereof.  No attachments, execution proceedings,assignments for the benefit of creditors, insolvency, bankruptcy,reorganization or other proceedings are pending, or, to Seller’s actualknowledge, threatened, against Seller, nor are any of such proceedingscontemplated by Seller.

### **7.1.5.      Re-Zoning**. Seller is not a party to, nor does Seller have any actual knowledge of,any proceeding for the rezoning of the Property or any portion thereof.

### **7.1.6.      Authority**.  Theexecution and delivery of this Agreement by Seller, and the performance of thisAgreement by Seller, have been duly authorized by Seller, and this Agreement isbinding on Seller and enforceable against Seller in accordance with its terms;provided, however, that Seller’s authority to consummate the transactiondescribed herein is subject to the approval by Seller’s board of directors inaccordance with **Section 11**below.  No consent of any creditor,investor, judicial or administrative body, governmental authority, or othergovernmental body or agency, or other party to such execution, delivery andperformance by Seller is required. Neither the execution of this Agreement nor the consummation of thetransactions contemplated hereby will (i) result in a breach of, defaultunder, or acceleration of, any agreement to which Seller is a party or by whichSeller or the Property are bound; or (ii) violate any restric­tion, courtorder, agreement or other legal obligation to which Seller and/or the Propertyis subject.

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### **7.1.7.      No Lease**. Except for the National RV Lease and the Warrior Sublease, there shallbe no leases, licenses or other occupancy agreements providing any party with apossessory right at the Property.

### **7.1.8.      Condemnation**. Seller has not received any written notice from any governmentalauthority advising it of any pending or threatened condemnation or othergovernmental taking proceedings affecting all or any part of the Property.

Asused in this **Section 7.1**, “actual knowledge”and “Seller’s knowledge” means the knowledge of Jonathan Corn and [**ADD PROPERTY MANAGER**], and shall not include implied,imputed or constructive knowledge, or a duty to inquire or investigate anyfacts or information with respect to the Property or the warranties of Sellercontained herein.

## **7.2.        ****Limitations**.  Therepresentations and warranties of Seller to Buyer contained in **Section 7.1** hereof (the “**Seller Representations**”)shall survive the Closing Date and the delivery of the Deed for a period ofnine (9) months.  No claim for a breachof any Seller Representation shall be actionable or payable unless (a) thebreach in question results from, or is based on, a condition, state of facts orother matter which was not actually known by Buyer prior to Closing, and (b)written notice containing a description of the specific nature of such breachshall have been delivered by Buyer to Seller prior to the expiration of saidnine (9) month survival period, and an action with respect to such breach(es)shall have been commenced by Buyer against Seller within twelve (12) monthsafter Closing.  In addition, Seller’sliability for any such breach of Seller’s Representations shall not exceed$1,500,000.00 in the aggregate and Seller shall further have no liability forany such claim unless and until the amount of all such claims exceeds$100,000.00.

# **8.             COVENANTS OF SELLER**. Effective as of the Effective Date, Seller hereby covenants with Buyeras follows:

## **8.1.        ****Leasing Activities**. Notwithstanding anything contained herein to the contrary, except forthe National RV Lease and permitted leasing activities under the WarriorSublease, Seller shall not execute and enter into any new lease, license oroccupancy agreement for all or some portion of the Land and the Improvementsunless Seller obtains Buyer’s advance written consent, which consent, may bewithheld in Buyer’s sole discretion.

## **8.2.         NewContracts**.  Following the Review Period Expiration Date,Seller shall not amend any existing Contract or enter into any new contractwith respect to the ownership and operation of the Property that will beassigned to Buyer at Closing, without Buyer’s prior written approval (whichapproval shall not be unreasonably withheld). Prior to the Review Period Expiration Date, Seller shall, provide noticeto Buyer of any such activities.

## **8.3.         Insurance**. Seller shall maintain its existing insurance policies with respect tothe Buildings continuously in force through and including the Closing Date.

## **8.4.         Operationof Property**.  From and after the Effective Date and throughand including the Closing Date, Seller shall operate and manage the Property inthe same manner in which it is being operated as of the Effective Date, andshall maintain the Property 

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## substantially in its samerepair and working order, reasonable wear and tear and Casualty Damage, andEminent Domain (as defined in **Section 14** hereof)excepted.

## **8.5.         NoAssignment**.  After the Effective Date and prior toClosing, Seller shall not assign, alienate, lien, encumber or otherwisetransfer all or any part of the Property or any interest therein.  Without limitation of the foregoing, Sellershall not grant any easement, right of way, restriction, covenant or othercomparable right affecting the Land or the Improvements without obtaining Buyer’sprior written consent, which consent shall not be unreasonably withheld.  Seller shall not enter into any agreement,arrangement or understanding, formal or informal, for the sale of the Property,whether conditional or otherwise. Notwithstanding the foregoing, Buyer agrees that the National RV Lease andpermitted leasing activities under the Warrior Sublease shall not be deemedtransfers in violation of this Section 8.5.

## **8.6.         Changein Conditions**.  Seller shall, to the extent Seller obtainsknowledge (as defined in **Section 7**)****thereof, promptly notify Buyer of anymaterial change in any condition with respect to the Property, or of theoccurrence of any event or circumstance, that makes any representation orwarranty of Seller to Buyer under this Agreement materially untrue ormisleading, or any covenant of Seller under this Agreement incapable of being,materially performed, or any Condition Precedent incapable of being satisfied.

# **9.             CONDITIONS PRECEDENT TO CLOSINGBENEFITING BUYER**.  The following shall be additional ConditionsPrecedent to Buyer’s obligation to close hereunder:

## **9.1.         Representationsand Warranties**.  As of the Closing Date, the representationsand warranties made by Seller to Buyer as of the Effective Date shall be true,accurate and correct as if specifically remade at that time.

## **9.2.         NationalRV Lease/Guaranty and Letter of Credit**.  AtClosing, Buyer receives (i) an original of the Seller Lease, executed incounterpart by Tenant; (ii) an original of the Guaranty and (iii) the Letter ofCredit.

## **9.3.         WarriorSublease**.  Reference is hereby made to the WarriorSublease (as defined in **Exhibit B-1**).  At Closing, Buyer, Tenant and Warrior (asdefined in **Exhibit B-1**) shallenter into a Consent to Sublease (the “**Consentto Sublease**”) containing terms acceptable to Buyer, Tenant andWarrior.

## **9.4.         SellerPerformance**.  Seller shall have performed and complied withall the agreements and conditions required in this Agreement to be performedand complied with by Seller prior to Closing; and Escrow Holder may deem allsuch items to have been performed and complied with when Seller has depositedall items in Escrow as required hereunder.

## **9.5.         TitlePolicy**.  Title Company will issue its ALTA ExtendedCoverage Owner’s Policy of Title Insurance (rev’d 10/17/70) in the amount ofthe Purchase Price showing title vested in Buyer subject only to the PermittedExceptions and the usual exceptions found in said policy, together with suchendorsements as the Title Company shall have committed to issue prior to theReview Period Expiration Date; provided, Buyer shall confirm with Title Companyprior to the Review Period Expiration Date, that it can issue the policy formdescribed above.

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## **9.6.         NoTermination**.  This Agreement shall not have been terminatedpursuant to any other provision hereof.

# **10.          CLOSING DELIVERIES**.  AtClosing, Seller shall deliver or cause to be delivered to Buyer the followingand Buyer shall deliver to Seller, or cause to be delivered to Seller, Buyer’ssignatures on the applicable documents as follows:

## **10.1.       Deed**.  TheGrant Deed for the Land, in the form of **ExhibitD**, executed by Seller, in recordable form conveying the Land and theImprovements to Buyer free and clear of all liens, claims and encumbrancesexcept for the Permitted Exceptions.

## **10.2.       GeneralAssignment**.  An assignment, in the form of **Exhibit E**, executed by Seller and Buyer, ofall right, title and interest of Seller and its agents in and to the Intangibles(including, but not limited to, the governmental approvals all guarantees andwarranties given to Seller that have not expired (either on a “claims made” or “occurrences”basis), in connection with the operation, construction, improvement, alterationor repair of the Property).

## **10.3.       Assignmentof Contracts**.  Two (2) duly executed counterparts of anassignment, in the form of **Exhibit F,**executed by Seller and Buyer, whereby Seller assigns, and Buyer assumes, thoseof the Contracts that Buyer may elect (in its sole discretion) in writing toassume on or prior to the Review Period Expiration Date (the “**Contract Assignment**”).

## **10.4.      ****National RV Lease**.  Anoriginal of the National RV Lease, executed in counterpart by Tenant and Buyer.

## **10.5.       Guaranty**.  Anoriginal of the Guaranty, executed by Seller.

## **10.6.      ****Letter of Credit**. Seller shall deliver to Buyer the letter of credit required to bedeposited by Seller under the National RV Lease.

## **10.7.       Consentto Sublease**.  An original of the Consent to Sublease,executed by Buyer, Warrior and Tenant.

## **10.8.       Keys**.  Keysto all locks located in the Property, to the extent in Seller’s possession orcontrol.  However, due to Security andExchange Commission regulations and other laws related to the security ofpublic company documents and information, Seller shall be permitted to retainthe right to exclude Buyer from certain designated areas.  Buyer shall be permitted supervised access tosuch designated areas upon reasonable notice during normal business hours.  Such rights shall be documented in theNational RV Lease.

## **10.9.       ALTAStatement**.  If required by the Title Company, an ALTA (orcomparable) Statement, in the form of **ExhibitG**, executed by Seller.

## **10.10.     OriginalDocuments**.  To the extent not previously delivered to Buyer,originals of the assigned Contracts, permits or approvals.

12

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## **10.11.     ClosingStatement**.  A closing statement conforming to theproration and other relevant provisions of this Agreement shall be provided bythe Escrow Holder, duly executed by Buyer and Seller.

## **10.12.     Plansand Specifications**.  All plans and specifications related to theProperty in Seller’s possession and control or otherwise available to Seller.

## **10.13.     EntityTransfer Certificate**.  Entity Transfer Certification, in the form of**Exhibit H**, confirming that Selleris a “United States Person” within the meaning of Section** **1445 of the Internal Revenue Code of 1986, asamended and the California equivalent thereto, Form 593-C.

## **10.14.     ClosingCertificates**.  Certificates, signed by each of Seller andBuyer, in the form of **Exhibit I**,certifying to the Buyer and Seller, respectively, that the representations andwarranties of such party contained in this Agreement are true and correct as ofthe Closing Date, in all material respects.

## **10.15.     Other**.  Suchother documents and instruments as may reasonably be required by Buyer or theTitle Company and that may be reasonably necessary or appropriate to consummatethis transaction and to otherwise effect the agreements of the parties hereto.

# **11.          CONDITIONSPRECEDENT TO CLOSING BENEFITING SELLER**.  Thefollowing shall be additional Conditions Precedent to Seller’s obligation toclose hereunder:

## **11.1.      ****Purchase Price**.  ThePurchase Price, plus or minus prorations, shall be delivered to the TitleCompany in escrow for disbursement to Seller.

## **11.2.      ****National RV Lease**.  At Closing, Buyer authorizes escrow torelease to Seller its executed counterpart to the National RV Lease.

## **11.3.       Representationsand Warranties**.  As of the Closing Date, the representationsand warranties made by Buyer to Seller as of the Effective Date shall be true,accurate and correct in all respects as if specifically remade at that time.

## **11.4.       BuyerPerformance**.  Buyer shall have performed and complied withall the agreements and conditions required in this Agreement to be performedand complied with by Buyer prior to Closing; and Escrow Holder may deem allsuch items to have been performed and complied with when Buyer has depositedall items in Escrow as required hereunder.

## **11.5.       BoardApproval**.  Seller shall have obtained the approval ofits board of directors with respect to the sale of the Property hereunder on orbefore January 24, 2007.

## **11.6.       NoTermination**.  This Agreement shall not have been terminatedpursuant to any other provision hereof.

Inthe event Seller terminates this Agreement pursuant to **Section 11.5**,then in addition to causing Escrow Holder to immediately return the Deposit toBuyer, Seller shall also pay to Buyer, within thirty (30) days after receipt awritten invoice from Buyer, Buyer’s actual out-of-

13

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pocketexpenses incurred in connection with the negotiation of this Agreement andBuyer’s performance of its Due Diligence Inspection (not to exceed, in theaggregate, $50,000).  The terms of this **Section 11**shall survive the termination of this Agreement.

# **12.          PRORATIONS ANDADJUSTMENTS**.  The following shall be prorated and adjustedbetween Seller and Buyer as of the Closing Date, except as otherwise specified:

## **12.1.      ****Taxes**. Buyer and Seller shall not prorate real estate taxes and assessments atClosing as the payment of such real estate taxes and assessments shall be thesole responsibility of Tenant under the National RV Lease.

## **12.2.       BaseRent**.  Buyer shall receive a credit at Closing forthe base rent owing from Tenant pursuant to the National RV Lease, for theportion of the month in which the Closing occurs that Tenant is a tenant underthe National RV Lease.

## **12.3.      ****Utilities Contracts**.  Theparties shall not prorate water, electricity, sewer, gas, telephone and otherutility charges (collectively, “**Utilities**”)as well as amounts due pursuant to any Contracts, since under the terms of the National RVLease, Tenant shall be responsible for the timely payment of all such Utilitiesand Contracts.

## **12.4.      ****Other**.  Suchother items as are customarily prorated in transactions of this nature shall beratably prorated.

For purposes of calculating prorations, Buyer shall be deemed to be intitle to the Property, and therefore entitled to the income therefrom andresponsible for the expenses thereof, for the entire day upon which the Closingoccurs.  All such prorations shall bemade on the basis of the actual number of days of the year and month that shallhave elapsed as of the Closing Date.  Theamount of such prorations shall be adjusted in cash after Closing, as and whencomplete and accurate information becomes available.  Seller and Buyer agree to cooperate and usetheir good faith and diligent efforts to make such adjustments as soon as isreasonably practicable after the Closing, but in no event later than December31, 2007.  Items of income and expensefor the period prior to the Closing Date will be for the account of Seller anditems of income and expense for the period on and after the Closing Date willbe for the account of Buyer, all as determined by the accrual method ofaccounting.  Bills received after Closingthat relate to expenses incurred, services performed or other amounts allocableto the period prior to the Closing Date shall be paid by Seller.  Any amounts not so paid by Seller may be setoff against amounts (if any) otherwise due Seller hereunder.  The obligations of the parties pursuant tothis **Section 12** shall survive theClosing and shall not merge into any documents of conveyance delivered atClosing.

# **13.          CLOSING EXPENSES**. Buyer will pay the premium for the Title Policy allocable to the “extendedcoverage” thereunder, the cost of any Endorsements, the cost of the Survey, onehalf the costs of any escrows hereunder and the cost of recording the GrantDeed.  Seller shall pay all documentary,county and municipal transfer taxes, premium for the Title Policy allocable tothe CLTA “standard coverage” thereunder, any pre-payment penalties associatedwith the payment of any Seller indebtedness encumbering the Land or the

14

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# Improvementsas contemplated under **Section 5**above,and one-half of the cost of any escrows hereunder.  Any and all other costs shall be allocated inaccordance with local custom.

# **14.          DESTRUCTION, LOSSOR DIMINUTION OF PROJECT**.  If, prior to Closing, all orany portion of the Land or the Improvements are damaged by fire or othernatural casualty (collectively “**Casualty****Damage**”), or are taken or made subject to condemnation,eminent domain or other governmental acquisition proceedings (collectively “**Eminent Domain**”), then the following procedures shall apply:

(a)                                  If the aggregate cost of repair orreplacement of the Casualty Damage (collectively, “**repairand/or replacement**”) is $1,000,000****or less, in the opinion of Buyer’s and Seller’s respectiveengineering consultants, Buyer shall close and take the Property as diminishedby such events, subject to an assignment of Seller’s casualty insuranceproceeds (plus the amount of any unpaid deductible) or an assignment of anycondemnation award, as applicable.

(b)                                 If the aggregate cost of repair and/orreplacement of the Casualty Damage is greater than $1,000,000, in the opinion of Buyer’s and Seller’s respectiveengineering consultants, or in the event of an Eminent Domain, then Buyer, atits sole option, may elect either to (i) terminate this Agreement by writtennotice to Seller in which event the provisions of **Section 21.8**governing a permitted termination by Buyer shall apply; or (ii) proceed toclose subject to an assignment of the proceeds of Seller’s casualty insurancefor all Casualty Damage plus the amount of any unpaid deductible (orcondemnation awards for any Eminent Domain). In such event, Seller shall fully cooperate with Buyer in the adjustmentand settlement of the insurance claim. The proceeds and benefits under any rent loss or business interruptionpolicies attributable to the period following the Closing shall likewise betransferred and paid over (and, if applicable, likewise credited on an interimbasis) to Buyer.

# **15.          DEFAULT**.

## **15.1.       Defaultby Seller**.  In the event that the sale is not consummatedas a result of the fact that any of Seller’s Representations contained hereinare not true and correct on the Effective Date and continuing thereafterthrough and including the Closing Date, or if Seller fails to perform any ofthe covenants and agreements contained herein to be performed by Seller withinthe time for performance as specified herein (including Seller’s obligation toclose), Buyer may elect either to (i) terminate Buyer’s obligations under thisAgreement by written notice to Seller with a copy to Escrow Holder, in whichevent the Deposit shall be returned immediately to Buyer; or (ii) file anaction for specific performance.  Selleragrees that in the event Buyer elects (ii) above, Buyer shall not be requiredto post a bond or any other collateral with the court or any other party as acondition to Buyer’s pursuit of an action. Seller hereby covenants and agrees that in the event that a default onthe part of Seller hereunder is willful in nature, Buyer may (in addition toany and all other remedies of Buyer hereunder) file an action for damagesactually suffered by Buyer by reason of Seller’s defaults hereunder (including,but

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## notlimited to, attorneys’ fees, engineering fees, fees of environmentalconsultants, appraisers’ fees, and accountants’ fees incurred by Buyer inconnection with this Agreement and any action hereunder).  The provisions of the immediately precedingsentence shall survive any termination of this Agreement.  Nothing in this **Section 15.1** shall be deemed to in any way limit orprevent Buyer from exercising any right of termination provided to Buyerelsewhere in this Agreement.

### **15.1.1.    Defaultby Buyer**.  BUYER AND SELLER AGREE THAT IT WOULD BEIMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAYSUFFER IN THE EVENT BUYER DEFAULTS HEREUNDER AND FAILS TO COMPLETE THE PURCHASEOF THE PROPERTY AS HEREIN PROVIDED. BUYER AND SELLER THEREFORE AGREE THAT A REASONABLE PRESENT ESTIMATE OFTHE NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT OF BUYER’S DEFAULT ORBREACH HEREUNDER IS AN AMOUNT OF MONEY EQUAL TO THE DEPOSIT WHICH SHALL BE THEFULL, AGREED AND LIQUIDATED DAMAGES PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS1671, 1676 AND 1677 AND SHALL NOT CONSTITUTE FORFEITURE OR PENALTY WITHIN THEMEANING OF CALIFORNIA CIVIL CODE 3275 OR 3369. THE FOREGOING SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY HEREUNDER.

|                  |   |            |
|------------------|--------|-----------------|
| SELLERS INITIALS |   | BUYERS INITIALS |

 

# **16.          SUCCESSORS ANDASSIGNS; TAX-DEFERRED EXCHANGE; NATURAL HAZARDS DISCLOSURE**.

## **16.1.       Assignment**.  Theterms, conditions and covenants of this Agreement shall be binding upon, andshall inure to the benefit of, the parties and their respective nominees,successors, beneficiaries and assigns; provided, however, no conveyance,assignment or transfer of any interest whatsoever of, in or to the Property orof this Agreement shall be made by Seller during the term of this Agreement(except for the National RV Lease and permitted leasing activities under theWarrior Sublease).  Buyer may assign allor any of its right, title and interest under this Agreement to (i) anythird party intermediary (an “**Intermediary**”)in connection with a tax-deferred exchange pursuant to Section** **1031 of the Internal Revenue Code (an “**Exchange**”); (ii) any affiliate ofBuyer or First Industrial, L.P. (a “**BuyerAffiliate**”); and (iii) anyjoint venture, limited liability company or partnership in which Buyer or anyBuyer Affiliate has a direct or indirect interest.  In the event of an assignment of thisAgreement by Buyer, its assignee shall be deemed to be the Buyer hereunder forall purposes hereof, and shall have all rights of Buyer hereunder (including,but not limited to, the right of further assignment), but the assignor shallnot be released from liability hereunder. Buyer shall inform Seller, in writing, not later than three (3) businessdays prior to the Closing Date, of the name of the Grantee to be inserted intothe Grant Deed.

## **16.2.       Tax-DeferredExchange**.  In the event Buyer elects to assign thisAgreement to an Intermediary, Seller shall reasonably cooperate with Buyer(without incurring any additional liability or any additional third partyexpenses) in connection with such election and the consummation of theExchange, including without limitation, by executing an

16

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## acknowledgmentof Buyer’s assignment of this Agreement to the Intermediary in a formreasonably satisfactory to Seller.

## **16.3.      ****Natural Hazards Disclosure**. Buyer and Seller acknowledge that Seller is required to disclose if anyportion of the Land and Improvements lies within the following natural hazardareas or zones:  (i) a special floodhazard area designed by the Federal Emergency Management Agency (CaliforniaCivil Code Section 1102.17); (ii) an area of potential flooding(California Government Code Section 8589.4); (iii) a very high fire hazardseverity zone (California Governmental Code Section 51183.5); (iv) a wildland area that may contain substantial forest fire risks and hazards (PublicResources Code Section 4136); (v) an earthquake fault or special studieszone (Public Resources Code Section 2621 etseq.) or (vi)  aseismic hazard zone (Public Resources Code Section 2694).  Before the Closing Date, Seller shall provideBuyer with a Natural Hazard Disclosure Statement (“**Disclosure Statement**”).

# **17.          NOTICES**.  Anynotice, demand or request which may be permitted, required or desired to begiven in connection therewith shall be given in writing and directed to Sellerand Buyer as follows:

| Seller:        |   | Bradley Albrechtsen, CEO                                  |
|----------------|--------|-----------------------------------------------------------|
|           |   | National RV Holdings, Inc.                                |
|           |   | 100 West Sinclair                                         |
|           |   | Perris, California 92571                                  |
|           |   | Fax:                                                      | (951) 943-6117 |
|           |   |                                                      |   |
| With a copy to |   |                                                      |   |
| its attorneys: |   | Jonathan Corn                                             |
|           |   | Vice President/General Counsel                            |
|           |   | National RV Holdings, Inc.                                |
|           |   | 100 West Sinclair                                         |
|           |   | Perris, California 92571                                  |
|           |   | Fax:                                                      | (951) 436-3811 |
|           |   |                                                      |   |
| Buyer:         |   | First Industrial Acquisitions, Inc.                       |
|           |   | 114 Pacifica Court, Suite 220                             |
|           |   | Irvine, California 92618                                  |
|           |   | Attn:                                                     | Bob O’Neill |
|           |   | Fax:                                                      | (949) 486-1971 |
|           |   |                                                      |   |
| With a copy to |   |                                                      |   |
| its attorneys: |   | Barack Ferrazzano Kirschbaum Perlman & Nagelberg  LLP |
|           |   | 333 West Wacker Drive, #2700                              |
|           |   | Chicago, Illinois 60606                                   |
|           |   | Attn:                                                     | Brett Feinberg |
|           |   | Fax:                                                      | (312) 984-3150 |

 

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Notices shall be deemed properly delivered and received: (i) the sameday when personally delivered; or (ii) one day after deposit with FederalExpress or other comparable commercial overnight courier; or (iii) the same daywhen sent by confirmed facsimile.

# **18.          BENEFIT**.  ThisAgreement is for the benefit only of the parties hereto and their nominees,successors, beneficiaries and assignees as permitted in **Section 16**and no other person or entity shall be entitled to rely hereon, receive anybenefit herefrom or enforce against any party hereto any provision hereof.

# **19.          LIMITATION OFLIABILITY**.  Neither the shareholders, members orpartners, nor the officers, employees or agents of Seller or Buyer, as the casemay be, shall be liable under this Agreement and all parties hereto shall looksolely to the assets of Seller or Buyer, as the case may be, for the payment ofany claim or the performance of any obligation of Seller or Buyer, as the casemay be.

# **20.          BROKERAGE**.  Eachparty hereto represents and warrants to the other that it has dealt with nobrokers or finders in connection with this transaction, except for Grubb &Ellis Company (“**Broker**”).  Seller shall pay a brokers’ commission due toBroker pursuant to a separate agreement. Seller and Buyer each hereby indemnify, protect and defend and hold theother harmless from and against all Losses, resulting from the claims of anybroker, finder, or other such party, other than Broker, claiming by, through orunder the acts or agreements of the indemnifying party.  The obligations of the parties pursuant tothis **Section 20** shall survive theClosing or any earlier termination of this Agreement.

# **21.          MISCELLANEOUS**.

## **21.1.       EntireAgreement**.  This Agreement constitutes the entireunderstanding between the parties with respect to the transaction contemplatedherein, and all prior or contemporaneous oral agreements, understandings,representations and statements, and all prior written agreements,understandings, letters of intent and proposals, in each case with respect tothe transaction contemplated herein, are hereby superseded and rendered nulland void and of no further force and effect and are merged into thisAgreement.  Neither this Agreement norany provisions hereof may be waived, modified, amended, discharged orterminated except by an instrument in writing signed by the party against whichthe enforcement of such waiver, modification, amendment, discharge ortermination is sought, and then only to the extent set forth in suchinstrument.

## **21.2.       Timeof the Essence**.  Time is of the essence of this Agreement.

## **21.3.       LegalHolidays**.  If any date herein set forth for theperformance of any obligations by Seller or Buyer or for the delivery of anyinstrument or notice as herein provided should be on a Saturday, Sunday orlegal holiday, the compliance with such obligations or delivery shall be deemedacceptable on the next business day following such Saturday, Sunday or legalholiday.  As used herein, the term “**legal holiday**” means any state or federalholiday for which financial institutions or post offices are generally closedfor observance thereof in the State of California.

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## **21.4.       ConditionsPrecedent**.  The obligations of the parties hereunder toclose the transaction contemplated herein are subject to the express ConditionsPrecedent set forth in this Agreement, each of which is for the sole benefit ofBuyer and Seller, respectively, and may be waived at any time by written noticethereof from the applicable party to the other party.  The waiver of any particular ConditionPrecedent shall not constitute the waiver of any other.  In the event of the failure of a ConditionPrecedent for any reason whatsoever, the benefited party may elect, in its solediscretion, to terminate this Agreement in which event as to Buyer theprovisions of **Section 21.8**governinga permitted termination by Buyer shall apply.

## **21.5.       Construction**.  ThisAgreement shall not be construed more strictly against one party than againstthe other merely by virtue of the fact that it may have been prepared bycounsel for one of the parties, it being recognized that both Seller and Buyerhave contributed substantially and materially to the preparation of thisAgreement.  The headings of varioussections in this Agreement are for convenience only, and are not to be utilizedin construing the content or meaning of the substantive provisions hereof.

## **21.6.       GoverningLaw**.  This Agreement shall be governed by andconstrued in accordance with the State of California.

## **21.7.       PartialInvalidity**.  The provisions hereof shall be deemedindependent and severable, and the invalidity or partial invalidity orenforceability of any one provision shall not affect the validity ofenforceability of any other provision hereof.

## **21.8.       PermittedTermination**.  In the event that Buyer exercises any rightit may have hereunder to terminate this Agreement, prior to the expiration ofthe Review Period or, thereafter, in the event of (a) a failure by Seller tohave performed fully or tender performance of its obligations hereunder, (b) afailure of a condition to Buyer’s obligations set forth in **Section 9**, or (c) a circumstance entitlingBuyer to the return of the Deposit under **Section14**, the Deposit shall be immediately returned to Buyer and neitherparty shall have any further liability under this Agreement except as otherwiseexpressly provided hereunder.  In allother events, Seller shall retain the Deposit.

[Signature Page to Follow]

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**IN WITNESS WHEREOF**, the parties hereto have executed thisAgreement of Purchase and Sale on the date first above written.
| ** ** | **SELLER:**                                            |                           |
|------------|--------------------------------------------------------|--------------------------------|
| ** ** | ** **                                             |                           |
| ** ** | **NATIONAL RV HOLDINGS, INC.,**a  Delaware corporation |                           |
|       |                                                   |                           |
|       |                                                   |                           |
|            | By:                                                    | \s\ Jon Corn                   |
|       | Name:                                                  | Jon Corn                       |
|       | Its:                                                   | Vice President/General Council |
|            |                                                        |                                |  |  |  |  |

** **

S-1

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** **
|            | **BUYER:**                                                       |                 |
|------------|------------------------------------------------------------------|----------------------|
| ** ** | ** **                                                       |                 |
| ** ** | **FIRST INDUSTRIAL ACQUISITIONS, INC.**,  a Maryland corporation |                 |
| ** ** | ** **                                                       |                 |
|       |                                                             |                 |
|       | By:                                                              | \s\ Bernie Bak       |
|       | Name:                                                            |  Bernie Bak     |
|       | Its:                                                             | Authorized Signatory |
|            |                                                                  |                      |  |  |  |

 

S-2

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**SCHEDULE OF EXHIBITS**

A             Land

B             Contracts

B-1          Permitted Leases

C             Seller’s Deliveries

D             Grant Deed

E              General Assignment

F              Assignment of Contracts

G             Owner’s Affidavit

H             FIRPTA Certificate

I               Closing Certificates

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**EXHIBIT A**

**Legal Description of the Land**

A-1

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**EXHIBIT B**

**Contracts**

None.

B-1

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**EXHIBIT B-1**

**Warrior Sublease**

Commercial Lease(Private) dated February 8, 2006, by and between Tenant and Weekend WarriorTrailers, Inc. (“**Warrior**”), as amended by thatcertain letter agreement dated September 12, 2006 by and between Tenant andWarrior.

B-1

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**EXHIBIT C**

**Seller’s Deliveries**

1.                                       Copies of any bills andother notices pertaining to any real estate taxes applicable to the Propertyfor the current year and the three (3) years immediately preceding the date ofthe Agreement.

2.                                       Copies of allmanagement, maintenance, landscaping repair, pest control, and other serviceand/or supply contracts, and any other contracts or agreements relating to oraffecting the Property.

3.                                       Copies of all final,written, third-party reports regarding soil conditions, ground water, wetlands,underground storage tanks, subsurface conditions and/or other environmental orphysical conditions relating to the Property, in Seller’s possession orcontrol.

4.                                       Copies of allengineering and architectural plans and specifications, drawings, studies andsurveys relating to the Property, in Seller’s possession or control, and copiesof all records pertaining to the repair, replacement and maintenance of themechanical systems at the Property, the roof and the structural components ofthe Property.

5.                                       Copies of Seller’s mostrecent owner’s title policy issued in connection with the Property and the mostrecent survey of the Property, if any.

6.                                       Copies of all, if any,of the following in Seller’s possession or control: subdivision plans or plats,variances, parcel maps or development agreements relating to the Property; andlicenses, permits, certificates, authorizations, or approvals issued by anygovernmental authority in connection with the construction, ownership, use andoccupancy of the Property.

 

C-1

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**EXHIBIT D**

**Grant Deed**

RECORDING REQUESTED BY AND

WHENRECORDED MAIL TO:
| Barack Ferrazzano Kirschbaum      |
|-----------------------------------|
| Perlman &  Nagelberg LLP      |
| 333 West Wacker Drive, Suite 2700 |
| Chicago, Illinois 60606           |
| Attn: Brett Feinberg              |

 

MAILTAX STATEMENTS TO:

FirstIndustrial Realty Trust, Inc.

898North Sepulveda Blvd., Suite 750

ElSegundo, California  90245

**GRANT DEED**

A.P.N.:                                                                                                                                                                                                                                                        Amount of tax due is shown on a separatewriting and is not for public record. (R&T 11932)

FOR VALUE RECEIVED, National RV Holdings, Inc., a Delaware corporation(“**Grantor**”), hereby grants to                                                                                        (“**Grantee**”), that certain real propertylocated in the City of Perris, County of Riverside, State of California,described on **Exhibit “A”** attached heretoand made a part hereof, together with all improvements, buildings, structures,easements, privileges and rights appurtenant thereto (collectively, the “**Property**”).

IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of               ,2007.
|            | **GRANTOR:**                                           |
|------------|--------------------------------------------------------|
| ** ** | ** **                                             |
| ** ** | **NATIONAL RV HOLDINGS, INC.,**a  Delaware corporation |
|       |                                                   |
|       | By:                                                    |   |
|       | Its:                                                   |   |

 

D-1

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| STATE OF  | ) |
|-----------|---|
|      | ) |
| COUNTY OF | ) |

 

On              ,2007, before me,                                        ,a notary public in and for said state, personally appeared****                                                                 ,personally known to me (or proved to me on the basis of satisfactory evidence)to be the person whose name is subscribed to the within instrument andacknowledged to me that he executed the same in his authorized capacity, andthat by the signature on the instrument the person executed the instrument.

WITNESS my hand and official seal.

(SEAL)
|        |          |
|--------|---------------|
|   | Notary Public |

 

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**EXHIBIT “A”**

**LEGAL DESCRIPTION**

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**SEPARATE STATEMENT OFDOCUMENTARY TRANSFER TAX**

RiversideCounty Registrar-Recorder

 

 

 

Ladies/Gentlemen:

In accordance with Revenue and Taxation Code section 11932, it isrequested that this statement of documentary transfer tax due not be recordedwith the attached Grant Deed, but affixed to the Grant Deed after recordationand be returned as directed thereon.

The deed names National RV Holdings, Inc., a Delaware corporation, asGrantor, and                                                                                            ,as Grantee.  The Property beingtransferred is located in Perris, County of Riverside, State of California.

The amount of documentary transfer tax due on the attached Grant Deedis                                                                               ($                          ),computed on the full value of the Property (less the value of any liens andencumbrances remaining on the Property at the time of sale).
|            | Very truly yours,                                      |
|------------|--------------------------------------------------------|
|       |                                                   |
| ** ** | **GRANTOR:**                                           |
| ** ** | ** **                                             |
| ** ** | **NATIONAL RV HOLDINGS, INC.,**a  Delaware corporation |
| ** ** | ** **                                             |
| ** ** | ** **                                             |
|       | By:                                                    |   |
|       | Its:                                                   |   |

 

 

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**EXHIBIT E**

**GENERAL ASSIGNMENT**

**THIS GENERAL ASSIGNMENT**(the “**Assignment**”) is made and entered into this      day of                   ,2007 by and between National RVHoldings, Inc., a Delaware corporation (“**Assignor”)**and                     (“**Assignee**”).

**R EC I T A L S**:

WHEREAS, Assignor and FirstIndustrial Acquisitions, Inc., a Maryland corporation andpredecessor-in-interest to Assignee, entered into that certain Purchase andSale Agreement, dated                     ,2007 (as amended, the “**Agreement**”),for the purchase and sale of 3411 N. Perris Boulevard and 100 W. SinclairStreet, Perris, California (the “**Premises**”); and

WHEREAS, in connection withthe consummation of the transactions contemplated under the Agreement, Assignorand Assignee desire to execute this Assignment.

NOW, THEREFORE, inconsideration of good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, the parties agree as follows:

# **1.             Recitals; Defined Terms**.  The foregoing recitals are hereby incorporatedinto this Agreement as if fully rewritten and restated in the body of thisAssignment.  Capitalized terms usedherein and not otherwise defined shall have the meanings respectively ascribedto them in the Agreement.

# **2.             Assignment ofIntangibles**.  Assignor hereby quitclaims untoAssignee, without recourse, representation or warranty of any kind whatsoever,all of Assignor’s right, title and interest (if any) in and to all, if any,Intangibles relating to the Premises. Such Intangibles are quitclaimed by Assignor to Assignee on an “AS-IS,” “WHERE-IS,”“WITH ALL FAULTS” basis, and without any warranties, representations orguaranties, either express or implied, of any kind, nature or type whatsoever,except the foregoing shall be without limitation upon any representations andwarranties expressly contained in the Agreement.

# **3.             Assumption of Obligations**.  Assignee hereby accepts the assignment of theIntangibles subject to the terms and conditions hereof.

# **4.             Counterparts**.  This Assignment may be executed in one ormore multiple counterparts, all of which, when taken together shall constituteone and the same instrument.

# **5.             Governing Law**.  This Assignment shall be governed by andconstrued in accordance with the laws of the State of California.

# **6.             Partial Invalidity**.  The provisions hereof shall be deemedindependent and severable, and the invalidity or enforceability of any oneprovision shall not affect the validity or enforceability of any otherprovision hereof.

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IN WITNESS WHEREOF, Assignorand Assignee have executed this Assignment on the date first above written.
| ** ** | **ASSIGNOR:**                                           |
|------------|---------------------------------------------------------|
| ** ** | ** **                                              |
| ** ** | ** **                                              |
| ** ** | **NATIONAL  RV HOLDINGS, INC.,** a Delaware corporation |
| ** ** | ** **                                              |
| ** ** | ** **                                              |
|       | By:                                                     |   |
|       | Its:                                                    |   |

** **

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** **
| ** ** | **ASSIGNEE:** |
|------------|---------------|
| ** ** | ** **    |
| ** ** | ** **    |

 

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**EXHIBIT F**

**ASSIGNMENT AND ASSUMPTION OF CONTRACTS**

**THIS ASSIGNMENT AND ASSUMPTION OFCONTRACTS** (the “**Assignment**”) is made and enteredinto this          day of                        ,2007, by and between **NATIONALRV HOLDINGS, INC.**, aDelaware corporation (“**Assignor**”),and                                                                     (“**Assignee**”).

**R EC I T A L S**:

WHEREAS, Assignor and FirstIndustrial Acquisitions, Inc., a Maryland corporation andpredecessor-in-interest to Assignee, entered into that certain Purchase andSale Agreement, dated                                 ,2006 (as amended, the “**Agreement**”),for the purchase and sale of the buildings commonly known as 3411 N. PerrisBoulevard and 100 W. Sinclair Street, Perris, California (the “**Premises**”); and

WHEREAS, in connection withthe consummation of the transactions contemplated under the Agreement, Assignorand Assignee desire to execute this Assignment.

NOW, THEREFORE, inconsideration of good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, the parties agree as follows:

# **7.             Recitals; Defined Terms**.  Theforegoing recitals are hereby incorporated into this Agreement as if fullyrewritten and restated in the body of this Assignment.  Capitalized terms used herein and nototherwise defined shall have the meanings respectively ascribed to them in theAgreement.

# **8.             Assignment of Contracts**. Assignor hereby sells, transfers, conveysand assigns to Assignee all of its right, title and interest in and to any andall contracts and agreements relating to the management, leasing, operation,maintenance and repair of the Premises, as set forth on **Exhibit A**attached hereto and made a part hereof (collectively, the “**Contracts**”),subject, however, to the terms and covenants of the Contracts and thisAssignment.

# **9.             Assumption of Obligations**. Assignee hereby accepts the assignment of the Contracts subject to theterms and conditions hereof, and from and after the date hereof, Assigneehereby assumes and shall be responsible for and shall perform, discharge andfulfill all of the obligations imposed on Assignee, as the owner of thePremises and the successor-in-interest to Assignor, under the Contracts, whichobligations accrue after the date hereof.

# **10.          Assignee’s Indemnification**. Assignee hereby indemnifies, protects, defends and holds Assignor,Assignor’s shareholders, the partners, officers and directors of Assignor’sshareholders, and all of their respective successors and assigns harmless fromany and all claims, damages, losses, suits, proceedings, costs and expenses,including, without limitation, reasonable attorneys’ fees (“**Losses**”), both known or unknown, present and future, at lawor in equity, arising out of, by virtue of, or in any way related to, the breachby Assignee of (or Assignee’s failure to timely perform) any or all of theobligations imposed on Assignee, as the owner of the

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# Premises and thesuccessor-in-interest to Assignor, under the Contracts, which obligationsaccrue after the date hereof.

# **11.          Assignor’s Indemnification**. Assignor hereby indemnifies, protects, defends and holds Assignee,Assignee’s                            ,the partners, officers, directors and shareholders of Assignee’s                               and all of their respective successors and assigns harmless from any and allLosses, both known and unknown, present and future, at law or in equity andarising out of, by virtue of, or related in any way to, the breach by Assignorof (or Assignor’s failure to timely perform) any or all of the obligationsimposed upon Assignor, as the owner of the Premises prior to the date hereof,under the Contracts, which obligations accrued on or prior to the date hereof.

# **12.          Counterparts**.  ThisAssignment may be executed in one or more multiple counterparts, all of which,when taken together shall constitute one and the same instrument.

# **13.          Governing Law**.  ThisAssignment shall be governed by and construed in accordance with the laws ofthe State of California.

# **14.          Partial Invalidity**.  Theprovisions hereof shall be deemed independent and severable, and the invalidityor enforceability of any one provision shall not affect the validity orenforceability of any other provision hereof.

**[SIGNATUREPAGES TO FOLLOW]**

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IN WITNESS WHEREOF, Assignor and Assignee haveexecuted this Assignment on the date first above written.
|            | **ASSIGNOR:**                                          |
|------------|--------------------------------------------------------|
|       |                                                   |   |
| ** ** | **NATIONAL  RV HOLDINGS, INC.,**a Delaware corporation |
|       |                                                   |   |
|       |                                                   |   |
|       | By:                                                    |   |
|       | Its:                                                   |   |
|            |                                                        |  |  |

 

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** **
|            | **ASSIGNEE:** |
|------------|---------------|
| ** ** | ** **    |
| ** ** | ** **    | a | ** ** |
|       |          |
|       |          |   |
|       |          |   |
|       | By:           |   |
|       | Its:          |   |
|            |               |  |  |  |

 

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**EXHIBIT A**

**Service Contracts**

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**EXHIBIT G**

**Owner’s Affidavit**

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**EXHIBIT H**

**EntityTransfer Certificate**

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**EXHIBIT I**

**CLOSING DATE CERTIFICATE**

On this               day of                      ,2007, **                                                                                                       **, a **                                                                      **(“**              **”),under that certain Purchase and Sale Agreement (the “**Agreement**”)dated as of **                                           **by and between **             **and **                                                            ** (“**               **”), hereby represents and warrants to **                        **,that, as of the date hereof, all of the representations and warranties of **                        **set forth in the Agreement are true and correct in all material respects.

[**REMAINDEROF THIS PAGE IS INTENTIONALLY LEFT BLANK**]

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