exv10w1



 





Exhibit
10.1



PURCHASE AGREEMENT




     THIS PURCHASE AGREEMENT (“Agreement”) is made as of June 17, 2005, by and between OPUS REAL
ESTATE VIRGINIA III, L.L.C., a Delaware limited liability company (“Seller”), and CARR CAPITAL
CORPORATION, a District of Columbia corporation (“Purchaser”).



     In consideration of this Agreement, Seller and Purchaser agree as follows:



     1. Sale of Subject Property. Seller agrees to sell to Purchaser the property described below
(collectively, the “Subject Property”), and Purchaser agrees to buy from Seller the Subject
Property, upon and subject to the conditions and limitations herein contained:



          (a) Real Property. Fee simple interest in that certain parcel of real estate in Fairfax
County, Virginia, commonly known as Opus at Westfields (the “Subject Property”), legally described
on Exhibit A attached hereto and made a part hereof (the “Land”), together with (i) all
building structures, improvements and fixtures owned by Seller located on the Land (the
“Improvements”), and (ii) all rights, privileges, servitudes, easements and appurtenances thereunto
belonging or appertaining (collectively, the “Real Property”).




          (b) Personal Property and Intangibles. All of the equipment and personal property, including
without limitation, any maintenance equipment, tools, signs, supplies, appliances, security
systems, decorations, furniture, furnishings, machinery and landscaping, owned by Seller located at
or installed on the Real Property and used solely in the operation of the Real Property, if any,
and the right to use the name of the Subject Property and other business or trade names associated
with the Subject Property (excluding any names containing the name “Opus”) to the extent the same
are assignable (collectively, “Personal Property”).




          (c) Lease. Seller’s interest as lessor in and to the lease described on Exhibit B
attached hereto and made a part hereof, together with all amendments or modifications thereto, if
any (collectively the “Lease”) and any guaranties or other security applicable thereto and all
security deposits, advance rental or like payments, if any, held by Seller in connection with the
Lease.




          (d) Permits. Seller’s interest in and to the licenses, permits, authorizations, certificates
of occupancy and governmental approvals described on Exhibit C attached hereto and made a
part hereof, to the extent the same are assignable (“Permits”).




          (e) Service Contracts. Seller’s interest in and to the existing service and maintenance
contracts together with any amendments or modifications thereto, if any, described on Exhibit
D attached hereto and made a part hereof (“Service Contracts”) to the extent they are
assignable. On or before the Contingency Date (as herein defined) Purchaser shall advise Seller,
in writing, of any Service Contracts that Purchaser does not desire to be assigned to and assumed
by Purchaser at Closing (as herein defined), and any such Service Contracts shall be terminated
prior to Closing if such contracts are terminable at no cost to Seller and, provided that Seller
has reasonably sufficient notice to allow for timely termination of such Service Contracts.
Failure by Purchaser to notify Seller prior to the Contingency Date shall constitute an election by
Purchaser to have all of the Service Contracts assigned to and assumed by Purchaser.




          (f) Warranties. Seller’s interest in and to all unexpired warranties and guaranties given or
assigned to or benefiting Seller, the Real Property or the Personal Property regarding the




 









 







acquisition, construction, design, use, operation, management or maintenance of the Real
Property or Personal Property that are described on Exhibit E attached hereto and made a
part hereof (“Warranties”), to the extent the same are in Seller’s possession and assignable
without cost to Seller; provided, however, it is understood that Seller is not assigning, and the
Subject Property does not consist of, Seller’s interest in any construction contract between Seller
and any Opus related entity.




          (g) Plans. A limited license, as hereinafter described, to review and use a copy of the final
plans and specifications (excluding shop drawings) relating to the construction of the Improvements
in Seller’s possession (“Plans”); provided, however, neither Purchaser nor its successors or
assigns may use the Plans for any purpose other than the repair, maintenance or restoration of the
Improvements without the prior written consent of Seller, and Purchaser hereby agrees to indemnify,
defend and hold harmless Seller and its affiliates from and against any unauthorized use of the
Plans, which obligation shall survive Closing. Seller reserves the right to use the Plans for any
purpose.




     2. Purchase Price. Purchaser shall pay to Seller, as consideration for the purchase of the
Subject Property, the sum (“Purchase Price”) of TWENTY-FOUR MILLION ONE HUNDRED FIFTY THOUSAND AND
NO/100 DOLLARS ($24,150,000.00) as the same may be adjusted as provided below. The Purchase Price
shall be payable as follows:



          (a) Balance of Purchase Price. The balance of the Purchase Price, plus or minus prorations
and other adjustments, if any, shall be due in cash at Closing, provided that the Earnest Money
(defined below) shall be applied to the cash balance. Purchaser shall pay such balance to Seller,
by wire transfer of immediately available funds to be received by Seller at or before 2:00 p.m.
Central Daylight Time on the Closing Date.




          (b) Initial Earnest Money Deposit. Within one (1) business day of the execution of this
Agreement by both Seller and Purchaser, Purchaser shall deposit the sum of TWO HUNDRED THOUSAND and
No/100 DOLLARS ($200,000.00) (the “Initial Earnest Money”) with the escrow department of First
American Title Insurance Company, 1900 Midwest Plaza West, 801 Nicollet Mall, Minneapolis, MN
55402-2504 (“Title Company”) pursuant to an escrow agreement in substantially the form of
Exhibit F attached hereto and made a part hereof (the “Escrow Agreement”).




          (c) Additional Earnest Money Deposit. If this Agreement has not been terminated as set forth
in Section 3 hereof on or before the Contingency Date, Purchaser shall deposit the
additional sum of THREE HUNDRED THOUSAND and NO/100 DOLLARS ($300,000.00) (the “Additional Earnest
Money”) with the escrow department of the Title Company within one (1) business after the
Contingency Date. Upon such deposit, the Title Company shall issue its written acknowledgment of
receipt as required under the Escrow Agreement. The Initial Earnest Money, Additional Earnest
Money and Extension Payment (as defined herein), if any, and all interest earnings thereon are
collectively referred to herein as the “Earnest Money.” The Title Company will immediately deposit
the Earnest Money in accordance with the Escrow Agreement. The Earnest Money shall be paid to
Seller at Closing as a credit against the Purchase Price.




     3. Conditions Precedent to Closing. Purchaser’s obligation to consummate the transaction
contemplated by this Agreement shall be subject to satisfaction or waiver of each of the following
conditions (“Conditions Precedent”) on or before 5:00 p.m. Central Daylight Time, on the date which
is thirty (30) days after the date of delivery of each of the items in Section 3(b) below
(“Contingency Date”):



          (a) Title/Survey. Within twenty (20) days of the date hereof, Seller will furnish to
Purchaser: (i) a current title commitment (“Commitment”) for the Real Property (with copies of all
underlying title documents listed in the Commitment other than any financing documents) for an ALTA





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form owner’s title policy (the “Title Insurance Policy”) in the amount of the Purchase Price
issued by the Title Company showing title in Seller and (ii) an updated ALTA as-built survey
(“Survey”) for the Real Property. If the Survey discloses survey defects or if the Commitment
shows exceptions unacceptable to Purchaser (collectively, the “Unpermitted Encumbrances”), then
Purchaser shall notify Seller, in writing, within five (5) days after receipt of the Commitment,
the underlying title documents and the Survey, specifying the Unpermitted Encumbrances, and, prior
to the Contingency Date, Purchaser shall have received assurances satisfactory to Purchaser, in its
reasonable discretion, that the Unpermitted Encumbrances will be removed or endorsed over on or
before Closing. Notwithstanding anything herein to the contrary, Seller shall have no obligation
to correct, cure or remove any Unpermitted Encumbrances.




          (b) Due Diligence Materials; Tests. Seller shall, within three (3) business days following
execution of this Agreement, deliver to Purchaser true and correct copies of all Lease, Permits,
Service Contracts, Warranties, Plans and without duplication of any of the previous items and to
the extent they are in possession of the Seller or the manager of the Subject Property, the items
listed on the attached Exhibit M (collectively, the “Property Information”).




          (c) If Purchaser is not satisfied, in its sole and absolute discretion, with the condition of
the Subject Property or if Purchaser deems, in Purchaser’s sole and absolute discretion, the
Subject Property unsuitable for Purchaser’s purposes or for any other reason whatsoever Purchaser
elects not to proceed with the transaction contemplated by this Agreement, then Purchaser may
terminate this Contract by giving written notice to Seller on or before the Contingency Date, in
which case the Earnest Money will be returned to Purchaser and the parties will have no further
obligations under this Agreement (except for the return of the Earnest Money and any obligations
that specifically survive termination of this Agreement). If Purchaser fails to give any notice on
or prior to the Contingency Date, then the Earnest Money shall become nonrefundable as of the
Contingency Date and the Closing shall occur on a date in the period beginning on August 15, 2005
and ending on September 1, 2005, provided that Seller shall be required to give Purchaser at least
five (5) business days notice prior to such date (the “Closing Date”). If Purchaser gives notice
as provided above, then this Agreement shall terminate, provided if Seller so requests, Purchaser
shall execute any document reasonably required by Seller to evidence such termination including,
without limitation, a quit claim deed. Upon such termination, neither party will have any further
rights or obligations (other than the obligations of Purchaser set forth in Section 3(b)
and the indemnity and other obligations of Seller set forth in Section 1(f), 3(b),
13 and 31 which obligations shall survive any termination; such indemnity
obligations shall be referred to herein as the “Surviving Indemnity Obligations”) regarding this
Agreement or the Subject Property.




     4. Covenants by Seller. Seller covenants and agrees with Purchaser that from the date hereof
until the Closing Date (as herein defined), Seller shall conduct its business involving the Subject
Property as follows, and during such period will (except as specifically provided to the contrary
herein):



          (a) Refrain from creating on the Subject Property any easements, encumbrances or liens
affecting the Subject Property other than as may be required by any applicable governmental or
quasi-governmental authority or by a provider of utility services, and refrain from removing any
Personal Property, fixture or equipment; provided, however, nothing herein shall preclude Seller or
the Property Manager from replacing any such items in the ordinary course of operating the Subject
Property. Seller shall, upon Seller’s receipt, deliver to Purchaser a copy of any easement so
required by any governmental or quasi-governmental authority or provider of utility services
affecting the Subject Property which does not require the consent of Purchaser, and any such
easement shall constitute a Permitted Encumbrance.




          (b) Refrain from entering into or amending the Service Contracts, Warranties or Permits (other
than Lease which is governed by 4(d) below) regarding the Subject Property (other than contracts in
the ordinary course of business which are cancelable by the owner of the Subject Property





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without penalty within thirty (30) days after giving notice thereof) without the prior written
consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned, and
which shall be deemed given if Purchaser does not object to Seller’s request for approval within
five (5) business days.




          (c) Operate, maintain, repair and insure the Subject Property in a commercially reasonable
manner consistent with the existing operation, maintenance, repair and insurance of the Subject
Property and deliver the Subject Property as of the Closing substantially in the condition it is in
of the date hereof, ordinary wear and tear, and damage by fire or other casualty excepted.




          (d) Except as expressly provided herein, from and after the date hereof (provided that this
Agreement has not been terminated), Seller shall refrain from amending the existing Lease without
Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to
interfere with the administration by Seller of the existing Lease as required by the terms of such
Lease. Purchaser shall have three (3) business days from receipt of such amendment to approve or
disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In
the event that Purchaser does not approve any such amendment, Purchaser shall notify Seller, in
writing, of such disapproval prior to expiration of the aforesaid three (3)-business day period,
stating in such written notification under what conditions, if any, Purchaser’s approval would be
forthcoming and Purchaser’s agreement to approve such amendment if such conditions are satisfied.




          (e) Promptly provide Purchaser with copies of all written notices delivered or received under
the Lease.




          (f) Promptly provide Purchaser a copy of any notice of litigation received by Seller that may
materially and adversely affect the ownership or operation of the Subject Property.




          5. Representations by Seller. As used in this Agreement, the phrase “to Seller’s knowledge”
or words of similar import shall mean the actual knowledge of Andrew C. Deckas, Wade Lau, and Peg
Bowden, without independent investigation or inquiry. Subject to the foregoing, Seller represents
to Purchaser as follows:




          (a) Authority. Seller is a limited liability company duly organized and validly existing and
in good standing under the laws of the State of Delaware; Seller has the requisite power and
authority to enter into and perform this Agreement, the Closing Documents (as herein defined) to
which it is a party; such documents have been duly authorized by all necessary action on the part
of Seller and have been or will be duly executed and delivered; such execution, delivery and
performance by Seller of such documents will not conflict with or result in a violation of Seller’s
organizational documents, or any judgment, order, or decree of any court or arbiter to which Seller
is a party; and such documents are valid and binding obligations of Seller, and are enforceable
against Seller in accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, creditor’s rights and other similar laws. Each individual executing
this Agreement on behalf of Seller is duly authorized to do so.




          (b) FIRPTA. Seller is not a “foreign person,” “foreign partnership,” “foreign trust” or
“foreign estate” as those terms are defined in Section 1445 of the Internal Revenue Code.




          (c) Proceedings. To the knowledge of Seller, there is no action, litigation, investigation,
condemnation or proceeding of any kind pending or, to the knowledge of Seller, threatened against
Seller which would have a material and adverse affect on the ability of Seller to perform its
obligations under this Agreement, or related to the Subject Property or the Lease other than as
disclosed to Purchaser in writing.




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          (d) Lease.





	 	(i)	 	Exhibit B is a true and complete list
of the Lease and all other occupancy agreements relating to the Subject
Property. Except as set forth in the Lease, there are no rights of
first refusal, options to terminate without cause of Seller, options to
renew, options to purchase, or any rent abatements given to tenant
under the Lease (the “Tenant”) after the Tenant is in occupancy and
paying rent.
	 
	 	(ii)	 	To the Seller’s knowledge, the Lease is in full
force and effect according to the terms set forth therein, and has not
been modified, amended, or altered, in writing or otherwise, except as
set forth in Exhibit B.
	 
	 	(iii)	 	To Seller’s knowledge there are not, and
Seller has not received written notice from Tenant of any unperformed
obligation of the landlord under the Lease, including, without
limitation, failure of the landlord to construct any required tenant
improvements. To Seller’s knowledge there are not, and Seller has not
been advised in writing of any claims or disputes giving rise to any
setoff by Tenant. To Seller’s knowledge, with respect to the Lease all
tenant improvement allowances have been paid and all tenant
improvements have been completed.
	 
	 	(iv)	 	To Seller’s knowledge, neither Seller nor
Tenant is in default under the Lease (beyond any applicable grace or
cure period), and there are no rent delinquencies of more than thirty
(30) days.
	 
	 	(v)	 	There are no brokers’ commissions, finders’
fees, or other charges payable or to become payable to any third party
on behalf of Seller as a result of or in connection with the Lease,
including, without limitation, any unexecuted options to expand or
renew, except as set forth on Exhibit B-1 attached hereto and
made a part hereof.





          (e) Blocked Persons. Seller has not received written notice that Seller is:





	 	(i)	 	listed on the Specially Designated Nationals
and Blocked Persons List maintained by the Office of Foreign Assets
Control, Department of the Treasury (“OFAC”) pursuant to Executive
Order No. 13224, 66 Fed. Reg. 49079 Sept. 25, 2001 (the “ Order”)
and/or on any other list of terrorists or terrorist organizations
maintained pursuant to any of the rules and regulations of OFAC or
pursuant to any other applicable Orders (such lists are collectively
referred to as the “Lists”);
	 
	 	(ii)	 	a person who has been determined by competent
authority to be subject to the prohibitions contained in the Order;
	 
	 	(iii)	 	owned or controlled by, and does not act for
or on behalf of, any person or entity on the Lists or any other person
or entity who has been determined by competent authority to be subject
to the prohibitions contained in the Order.




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          (f) Bankruptcy. Seller is not the subject of, and has not received any written notice of or
threat that the Seller has or will become the subject of, any reorganization, liquidation,
dissolution, receivership or other action or proceeding under the United States Bankruptcy Code, 11
U.S.C. §§ 101, et seq., or any other federal, state or local laws affecting the rights of debtors
and/or creditors generally, whether voluntary or involuntary and including, without limitation,
proceedings to set aside or avoid any transfer of any interest in property or obligations, whether
denominated as a fraudulent conveyance, preferential transfer or otherwise, or to recover the value
thereof or to charge, encumber of impose a lien thereon.




          (g) Service Contracts. Exhibit D attached hereto is a complete list of all current
Service Contracts which list includes the names of the contracting parties, the dates of the
Service Contracts and a listing of all amendments to such Service Contracts.




          (h) Condemnation. Seller has no knowledge of nor has it received any written notice of any
pending or contemplated condemnation proceedings affecting all or any part of the Subject Property.




          (i) Accuracy of Documents. All documents and records to be delivered comprising the Property
Information are true, correct and complete copies of the documents and records purported to be
delivered thereunder.




     6. Representations by Purchaser and Other Matters.



          (a) Representations by Purchaser. Purchaser represents to Seller as follows:





     (i) that Purchaser is a corporation duly organized and validly existing and in
good standing under the laws of the District of Columbia, that Purchaser has the
requisite power and authority to enter into this Agreement, and the Closing
Documents (as herein defined) that it is party to; such documents have been duly
authorized by all necessary action on the part of Purchaser and have been or will be
duly executed and delivered; that the execution, delivery and performance by
Purchaser of such documents will not conflict with or result in violation of
Purchaser’s organizational documents or any judgment, order or decree of any court
or arbiter to which Purchaser is a party; such documents are valid and binding
obligations of Purchaser, and are enforceable against Purchaser in accordance with
their terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium, creditor’s rights and other similar laws.




     (ii) Purchaser has not received written notice that Purchaser is:




	 	(A)	 	listed on the Specially Designated Nationals
and Blocked Persons List maintained by the Office of Foreign Assets
Control, Department of the Treasury (“OFAC”) pursuant to Executive
Order No. 13224, 66 Fed. Reg. 49079 Sept. 25, 2001 (the “ Order”)
and/or on any other list of terrorists or terrorist organizations
maintained pursuant to any of the rules and regulations of OFAC or
pursuant to any other applicable Orders (such lists are collectively
referred to as the “Lists”);
	 
	 	(B)	 	a person who has been determined by competent
authority to be subject to the prohibitions contained in the Order;




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	 	(C)	 	owned or controlled by, and does not act for or
on behalf of, any person or entity on the Lists or any other person or
entity who has been determined by competent authority to be subject to
the prohibitions contained in the Order.






     (iii) Purchaser shall not transfer or permit the transfer of any interest in
Purchaser to any person or entity who is listed on the Lists.



          (b) Other Matters. The representations of Seller and Purchaser contained in this Agreement
shall survive Closing; provided, however, (i) any cause of action of Purchaser against Seller by
reason of a breach or default of any of the representations in Section 5 set forth herein
or in any certificates executed by Seller pursuant to Section 8(a) below or in any Closing
Documents or Purchaser’s and Seller’s Closing Documents that Seller is a party to shall
automatically expire as of the date which is twelve (12) months after the Closing (the “Warranty
Expiration Date”), except that the same shall not expire as to any such breach or default as to
which Purchaser has given written notice to Seller of a claim for any such breach or default prior
to the Warranty Expiration Date, (ii) Seller’s total liability for any breach or breaches of its
representations in Section 5 set forth herein shall in no event exceed $750,000.00 in the
aggregate, which liability limit shall survive Closing, and (iii) Seller shall not have any
liability whatsoever to Purchaser with respect to any breach or breaches by Seller of its
respective representations in Section 5 set forth herein, if, prior to Closing, Purchaser
obtains knowledge by virtue of a written document or report received on or prior to the Closing
Date of a fact or circumstance, the existence of which would constitute a breach of Seller’s
representations in Section 5 set forth herein. Among other things, for purposes hereof,
Purchaser shall be deemed to have knowledge of any fact or circumstance set forth in any
environmental assessments, engineering reports, estoppel certificate (as defined in Section
7(b)(v) hereof) or other written materials reviewed or received by Purchaser on or prior to the
Closing Date. Seller’s representations in Section 5 set forth herein shall be deemed
automatically modified to the extent that any information contained in any environmental
assessments or engineering reports or other written materials reviewed or received by Purchaser
prior to the Closing Date is inconsistent with the matters which are the subject of such
representations in Section 5. Notwithstanding the foregoing, Seller shall not have any
liability with respect to any breach to the extent the loss sustained by Purchaser as a result
thereof does not exceed $25,000.00 in the aggregate, provided, further if any such loss exceeds
$25,000.00, Seller shall be liable for the total amount of such loss subject to the maximum
liability provisions herein contained.




     7. Closing.



          (a) Closing Date. The closing of the purchase and sale contemplated by this Agreement (the
“Closing”) shall occur on or prior to the Closing Date, subject to delays occasioned by operation
of Section 8(b), at the office of the Title Company or at such other time and place as the
parties may mutually agree.






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          (b) Purchaser’s Closing Conditions Precedent. Purchaser’s obligation to consummate the
transaction contemplated by this Agreement shall be subject to satisfaction or waiver of each of
the following conditions (“Purchaser’s Closing Conditions Precedent”); provided, however that
Purchaser shall have the unilateral right to waive any Purchaser’s Closing Conditions Precedent, in
whole or in part, by written notice to Seller:





	 	(i)	 	The representations in Section 5 of
Seller hereof shall be, in all material respects, true and complete as
of the Closing.
	 
	 	(ii)	 	Seller shall have performed all of the
obligations required to be performed by Seller under this Agreement, as
and when required by this Agreement, in all material respects.
	 
	 	(iii)	 	There shall not have been instituted and be
pending any action or proceeding before any court, governmental agency
or other regulatory or administrative agency or commission challenging
the purchase and sale of the Subject Property or the transactions
related thereto that seeks to restrain, prevent or change the
transactions contemplated hereby or questions the validity of such
transactions.
	 
	 	(iv)	 	Neither the Purchaser nor the Seller shall have
terminated this Agreement as provided herein.
	 
	 	(v)	 	Purchaser shall have received from Tenant an
estoppel certificate at least five (5) days prior to the Closing Date,
substantially in the form of Exhibit H attached hereto.





          (c) Seller’s Conditions Precedent. Seller’s obligation to consummate the transaction
contemplated by this Agreement shall be subject to satisfaction or waiver of each of the following
conditions (“Seller’s Closing Conditions Precedent”), but Seller shall have the unilateral right to
waive, in whole or in part, any Seller’s Closing Conditions Precedent by written notice to
Purchaser:





	 	(i)	 	The representations in Section 6 of
Purchaser hereof shall be, in all material respects, true and complete.
	 
	 	(ii)	 	Purchaser shall have performed all of the
obligations required to be performed by Purchaser under this Agreement,
as and when required by this Agreement, in all material respects.




In the event Purchaser’s Closing Conditions Precedent or Seller’s Closing Conditions Precedent, as
the case may be, have not been satisfied or waived as of the scheduled Closing Date as the same may
be extended as permitted above, and provided the failure to satisfy or waive any such condition is
not attributable to a breach or default of this Agreement by Seller or Purchaser, as the case may
be (in which event the provisions of Section 10 shall apply), this Agreement shall
terminate (other than the Surviving Indemnity Obligations, which obligations shall survive any such
termination) and the Earnest Money shall promptly be returned to Purchaser; provided, however, upon
such termination Purchaser shall, at the request of Seller, execute any document reasonably
requested by Seller to evidence such termination, including, without limitation, a quit claim deed.
Upon such termination, neither party will have any further rights or obligations (other than the
Surviving Indemnity Obligations which shall survive any such termination) regarding this Agreement
or the Subject Property.




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     8. Closing Deliveries.



          (a) Seller’s Closing Documents. On the Closing Date Seller shall execute and/or deliver to
Purchaser or cause to be executed and/or delivered the following (collectively, “Seller’s Closing
Documents”):





	 	(i)	 	Deed. A Special Warranty Deed (“Deed”)
conveying the Real Property to Purchaser in the form attached as
Exhibit I hereto.
	 
	 	(ii)	 	Bill of Sale. A Bill of Sale transferring the
Personal Property for the Subject Property, if any.
	 
	 	(iii)	 	Termination of Management Agreement. Evidence
that any management agreement for the Subject Property has been
terminated.
	 
	 	(iv)	 	Certificate Regarding Representations in
Section 5. A certificate stating that the representations in
Section 5 made by Seller under this Agreement are true and
complete in all material respects as of the Closing Date, or indicating
any material and adverse change in any such representations.
	 
	 	(v)	 	FIRPTA Affidavit. A non-foreign affidavit
properly containing such information as is required by Section
1445(b)(2) of the Internal Revenue Code and its regulations promulgated
thereunder.
	 
	 	(vi)	 	Title Documents. Such affidavits of Seller,
transfer tax declarations or other documents as may be reasonably
required by Title Company in order to record the Deed and issue the
Title Insurance Policy.
	 
	 	(vii)	 	Miscellaneous. Other documents reasonably
required to consummate the transaction this Agreement contemplates.





          (b) Title Insurance Policy. At Closing, Seller shall cause the Title Company, to deliver to
Purchaser the Title Insurance Policy, marked-up title commitments or proforma owner’s policies in
accordance with the Commitment. If the Title Insurance Policy which the Title Company is prepared
to issue shows any Unpermitted Encumbrances, Seller covenants and agrees, within thirty (30) days
after the scheduled Closing Date (such 30-day period being sometimes hereinafter referred to as the
“Cure Period”), to use reasonable efforts to remove such Unpermitted Encumbrances or to cause the
Title Company to issue its endorsement over any such Unpermitted Encumbrances, which endorsement
shall be in form and substance acceptable to Purchaser in its sole discretion and the Closing shall
be delayed in accordance with this Section 8(b) while Seller undertakes such efforts. If,
after using reasonable efforts, as aforesaid, Seller cannot cause such Unpermitted Encumbrances to
be removed or if Seller cannot cause the Title Company to issue its endorsement over any such
Unpermitted Encumbrances on or before the expiration of the Cure Period, Purchaser shall, within
five (5) business days following expiration of the Cure Period, elect to either (i) terminate this
Agreement (other than Surviving Indemnity Obligations, which obligations shall survive any such
termination) and the Earnest Money shall be returned to Purchaser, provided if Seller so requests,
Purchaser shall execute any document reasonably requested by Seller to evidence such termination
including, without limitation, a quit claim deed, and neither party will have any further
obligations (other than the Surviving Indemnity Obligations, which obligations shall survive any
such termination) or (ii) take title to the Real Property subject to the Unpermitted Encumbrances
as it then is (without any reduction in the Purchase Price), provided that Seller shall remove any
mortgage or similar financing lien against Seller. Failure of Purchaser to notify Seller within
the time limits prescribed herein shall constitute an election under clause (ii) above.






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          (c) Purchaser’s Closing Documents. On the Closing Date, Purchaser will execute and/or deliver
or cause to be executed and/or delivered to Seller the following (collectively, “Purchaser’s
Closing Documents”):





	 	(i)	 	Purchase Price. The Purchase Price, plus or
minus prorations or other adjustments, if any, by wire transfer of
immediately available funds, to
be received in Title Company’s trust account on or before 12:00 p.m.
central standard time on the Closing Date.
	 
	 	(ii)	 	Title Documents. Such affidavits of Purchaser,
transfer tax declarations or other documents as may be reasonably
required by Title Company in order to record the Deed and issue the
Title Insurance Policy.
	 
	 	(iii)	 	Certificate Regarding Representations in
Section 6. A certificate executed by Purchaser certifying that
representations in Section 6 made by Purchaser under this
Agreement are true and complete in all material respects as of the
Closing Date.
	 
	 	(iv)	 	Miscellaneous. Other documents reasonably
required to consummate the transaction this Agreement contemplates.





          (d) Purchaser’s and Seller’s Closing Documents. On the Closing Date, Seller and Purchaser
shall jointly execute and deliver or cause to be executed and delivered the following (together
with the Purchaser’s Closing Documents and the Seller’s Closing Documents, the “Closing Documents”:





	 	(i)	 	Closing Statement. A Closing Statement in form
and substance reasonably acceptable to both Seller and Purchaser and
consistent with the terms of this Agreement, showing the Purchase Price
and all prorations, adjustments, credits and debits this Agreement
describes.
	 
	 	(ii)	 	Assignment and Assumption of Lease. An
Assignment and Assumption of Lease in the form of Exhibit J
attached hereto (the “Assignment and Assumption of Lease”).
	 
	 	(iii)	 	Assignment and Assumption of Contracts and
Project Documents. An Assignment and Assumption of Contracts and
Project Documents in the form of Exhibit K attached hereto (the
“Assignment and Assumption of Contracts and Project Documents”).
	 
	 	(iv)	 	Notices to Tenants. Written notices to the
Tenants advising them of the sale of the Subject Property and directing
them to make future lease payments and to send all notices or other
communications to Purchaser at the place designated by Purchaser in the
form of Exhibit N attached hereto.
	 
	 	(v)	 	Designation Agreement. A Designation Agreement
executed by Seller, Purchaser and Title Company designating the
“reporting person” for purposes of completing the Internal Revenue
Service Form 1099 and, if applicable, Internal Revenue Form 8594 (the
“Designation Agreement”).
	 
	 	(vi)	 	Miscellaneous. Such other documents,
instruments and affidavits as shall be reasonably necessary to
consummate the transaction contemplated hereby.
	 
	 	(vii)	 	Tax Declarations and Affidavits. Transfer tax
declarations or affidavits to the extent required by law with respect
to the Subject Property.




10









 











          (e) Post-Closing Deliveries. Within a reasonable time following the Closing, Seller shall
deliver, or cause to be delivered, the following items to Purchaser:





	 	(i)	 	Original Documents. Original copies of the
Lease, the Permits, the Warranties, the Service Contracts to the extent
not previously delivered to Purchaser, (to the extent assumed by
Purchaser) and the Plans to the extent in Seller’s possession.
	 
	 	(ii)	 	Keys and Manuals. Seller shall deliver to
Purchaser all of the keys in Seller’s possession to any door or lock at
the Subject Property, in the possession or control of the Seller.
	 
	 	(iii)	 	Tenant Files. The current tenant files,
including notices, financial information, and other information to the
extent such items are in the possession of Seller and subject to any
confidentiality restrictions imposed upon Seller by the applicable
tenant.





     9. Adjustment and Prorations. For purposes of calculating prorations, Purchaser shall be
deemed to be in title to the Subject Property, and therefore entitled to the income therefrom and
responsible for the expenses thereof, for the entire day upon which the Closing occurs. All such
prorations shall be made on the basis of the actual number of days of the year and month that shall
have elapsed as of the Closing Date. The amount of such prorations shall be adjusted in cash after
Closing, as and when complete and accurate information becomes available. Seller and Purchaser
agree to cooperate and use their good faith and diligent efforts to make such adjustments within a
reasonable time after the calendar year end following Closing. Except as specifically provided
otherwise herein, items of income and expense for the period prior to the Closing Date will be for
the account of Seller and items of income and expense for the period on and after the Closing Date
will be for the account of Purchaser, all as determined by the accrual method of accounting. Bills
received after Closing that relate to expenses incurred, services performed or other amounts
allocable to the period prior to the Closing Date shall be paid by Purchaser if such bills are for
Operating Expense Pass-Throughs (as hereinafter defined). The obligations of the parties pursuant
to this Section 9 shall survive the Closing and shall not merge into any documents of
conveyance delivered at Closing.



          (a) Real Estate Taxes and Special Assessments. Real estate taxes and assessments imposed by
governmental authority (and any assessments imposed by private covenant) due and payable in the
year of Closing shall be prorated as of the Closing Date based upon the most recent tax bills or
assessment. Seller shall receive a credit for any taxes and assessments paid by Seller and
applicable to any period after the Closing. Special assessments shall be prorated according to the
due dates of installments, with Seller being responsible for installments that become due and
payable before the Closing Date, and Purchaser being responsible for installments that become due
and payable on or after the Closing Date. If, for the fiscal tax year in which the Closing is
held, or any prior year, there are any tax protests filed, or abatement application proceedings
pending at any time prior to the Closing with reference to the Property, Seller shall have the
right to settle such protests or proceedings as long as such settlement does not include any
agreement as to the valuation of the Property for real estate tax purposes for the period after the
Closing. Otherwise, Seller shall not settle the same without Purchaser’s prior written consent.
All amounts recovered as a result thereof, whether by settlement or otherwise, shall, net of
attorneys’ fees and other expenses, be apportioned as of the Closing for the fiscal tax year in
which the Closing is held, and paid, when received, to the parties entitled thereto; provided,
however, that to the extent any such amounts are payable to Tenant pursuant to the terms of the
Lease, such amounts shall be promptly paid over to such Tenant. The parties agree to execute any
papers or take such steps, either before or after any Closing, as may be necessary to carry out the
intention of the foregoing.




11









 








          (b) Title Insurance. Purchaser shall pay all title examination fees of Title Company, the
premium for the cost of the Title Insurance Policy with endorsements and all costs of any lender’s
title insurance policy, if applicable.




          (c) Survey Costs. Purchaser shall pay all costs of the Survey.




          (d) Closing Fee. Seller and Purchaser will each pay one-half of any reasonable and customary
closing fee charged by the Title Company.




          (e) Transfer Tax. The Virginia Grantor Tax applicable to the sale, and any additional
transfer taxes including, without limitation, state and county transfer or recordation taxes,
regarding the Deed to be delivered by Seller under this Agreement shall be split equally between
Seller and Purchaser. Purchaser shall pay for any mortgage registration or recording taxes in
connection with any loan documentation or mortgages recorded by Purchaser and/or Purchaser’s
lender, if any.




          (f) Collected Rents. All collected net rent (excluding Operating Expense Pass-Throughs) and
other collected income under the Lease shall be prorated as of the Closing. Seller shall be
charged with any rent and other income collected by Seller before Closing but applicable to any
period of time after Closing. Uncollected rent and other income shall not be prorated. Purchaser
shall apply rent and other income from Tenant that are collected by Purchaser after the Closing
unless the Tenant properly identifies the payment as being for a specific item, in the following
order: (i) first, to Purchaser’s reasonable costs of collection incurred with respect to such
Tenant, (ii) second, to Purchaser in payment of the current rent due under such Lease, (iii) third,
to Purchaser in payment of delinquent rent due under such Lease for the period from and after the
Closing, and (iv) fourth, to Seller in payment of rent coming due and payable prior to the Closing.
Any prepaid rents for the period on or following the Closing Date shall be paid over by Seller to
Purchaser. Purchaser will make commercially reasonable efforts, without suit, to collect any rents
relating to the period before Closing. Seller shall have the right to sue delinquent Tenants for
delinquent rent so long as Seller does not cause a termination of any Lease.




          (g) Operating Expense Pass-Throughs. Seller, as landlord under the Lease, is currently
collecting from Tenant under the Lease additional rent and an expense stop to cover taxes,
insurance, utilities, common area maintenance and other operating costs and expenses (collectively,
“Operating Expense Pass-Throughs”) in connection with the ownership, operation, maintenance and
management of the Subject Property. Seller and Purchaser shall each receive a debit or credit, as
the case may be, for the difference between the Tenant’s collected account balance for Operating
Expense Pass-Throughs and the amount of Operating Expense Pass-Throughs due to or from Tenant as of
the Closing Date. Operating Expense Pass-Throughs for Seller’s period of ownership shall be
reasonably estimated by the parties if final bills are not available. If Seller was overpaid by
any Tenant for the period with respect to any such charges prior to Closing, Seller shall remit to
Purchaser such estimated overpayment at Closing. If Seller was underpaid by any Tenant for the
period with respect to any such charges prior to Closing, Seller shall receive a credit at Closing
for the amount of such estimated underpayment. Any item in this Section 9(g) that is paid
directly by any Tenant pursuant to its Lease shall not be prorated between the parties, and
Purchaser shall look to the Tenant to pay such items. Seller and Purchaser agree to cooperate and
use their good faith and diligent efforts to do a true-up and make any necessary adjustments to the
proration of the Operating Expense Pass-Throughs within ninety (90) days after the calendar year
end following Closing.




          (h) Security Deposits. Purchaser shall receive a credit against the Purchase Price in an
amount equal to the sum of all unapplied cash security deposits in Seller’s possession plus, if
accrued interest on such security deposits must be reimbursed to any Tenant that paid a security
deposit, all interest accrued on such security deposits.




12









 








          (i) Recording Costs. Seller and Purchaser shall each pay one-half of the cost of recording
the Deed and all other recording costs, except Purchaser shall pay any and all recording costs in
connection with any loan documentation or mortgages recorded by Purchaser and/or Purchaser’s
lender, if any.




          (j) Leasing Commissions for Renewals, Expansions and Options. Purchaser shall be responsible
to pay any leasing commissions due with respect to the renewal, expansion or exercise of options on
any Lease, as set forth on Exhibit B-1.




          (k) Other Costs. All other costs shall be allocated in accordance with the customs prevailing
in similar transactions in the respective metropolitan areas where the Subject Property is located.



Except as otherwise expressly provided in this Agreement, all prorations provided for herein shall
be final.




     10. Default/Remedies. IN THE EVENT OF A BREACH OR DEFAULT BY SELLER IN CLOSING THE
TRANSACTION CONTEMPLATED BY THIS AGREEMENT, PURCHASER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL HAVE
THE RIGHT EITHER (I) TO TERMINATE THIS AGREEMENT AND RECEIVE A RETURN OF THE EARNEST MONEY AND
SELLER SHALL REIMBURSE PURCHASER FOR ITS REASONABLE OUT OF POCKET COSTS UP TO A MAXIMUM AMOUNT OF
$37,500.00 ASSOCIATED WITH THE NEGOTIATION AND PREPARATION OF THIS AGREEMENT AND ITS EXAMINATION OF
THE PROPERTY, INCLUDING WITHOUT LIMITATION, THE FEES AND DISBURSEMENTS OF ITS COUNSEL, ADVISERS,
AND AGENTS, OR (II) TO ENFORCE SPECIFIC PERFORMANCE OF THIS AGREEMENT, PROVIDED THAT ANY ACTION FOR
SPECIFIC PERFORMANCE BE COMMENCED WITHIN NINETY (90) DAYS OF THE SCHEDULED CLOSING DATE (OR SUCH
LONGER PERIOD AS MAY BE REQUIRED BY LAW), AS THE SAME MAY HAVE BEEN EXTENDED PURSUANT TO THE
PROVISIONS HEREOF. EXCEPT FOR THE SURVIVING INDEMNITY OBLIGATIONS, WHICH SHALL SURVIVE TERMINATION
OF THE AGREEMENT, IN THE EVENT OF A BREACH OR DEFAULT BY PURCHASER IN CLOSING THE TRANSACTION
CONTEMPLATED BY THIS AGREEMENT, SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL HAVE THE RIGHT TO
TERMINATE THIS AGREEMENT AND RECEIVE THE EARNEST MONEY AS LIQUIDATED DAMAGES, IT BEING AGREED BY
SELLER AND PURCHASER THAT THE DAMAGES TO SELLER IN CASE OF DEFAULT BY PURCHASER MAY BE IMPOSSIBLE
TO ASCERTAIN AND THAT THE EARNEST MONEY CONSTITUTES A FAIR AND REASONABLE AMOUNT OF DAMAGES IN THE
CIRCUMSTANCES AND IS NOT A PENALTY. NOTHING HEREIN CONTAINED SHALL LIMIT THE RIGHTS OR OBLIGATIONS
OF THE PARTIES WITH RESPECT TO A DEFAULT UNDER THIS AGREEMENT OCCURRING AFTER THE CLOSING DATE, AND
IN SUCH CASE THE PARTIES SHALL HAVE ALL RIGHTS AND REMEDIES AVAILABLE AT LAW, IN EQUITY OR
OTHERWISE INCLUDING, WITHOUT LIMITATION, THE RIGHT TO SPECIFIC PERFORMANCE, SUBJECT TO THE
CONDITIONS AND LIMITATIONS HEREIN SET FORTH, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS OF
SECTION 6(b) HEREOF. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NEITHER PARTY SHALL
BE ENTITLED TO RECEIVE SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES UNDER THIS AGREEMENT
OR OTHER DOCUMENTS DELIVERED IN CONNECTION HEREWITH.



     11. Damage. If, prior to the Closing Date, all or any part of the Improvements are
substantially damaged by fire or other casualty, Seller shall promptly give notice to Purchaser of
such



13









 




fact. Thereafter, at Purchaser’s option (to be exercised by Purchaser’s written notice to
Seller given within thirty (30) days after Seller’s initial notice to Purchaser), this Agreement
shall terminate with respect to the Subject Property. In the event of any such termination of this
Agreement, the Earnest Money shall be returned to Purchaser and thereafter neither party will have
any further obligations under this Agreement (other than the Surviving Indemnity Obligations, which
obligations shall survive any such termination), that Purchaser shall, at the request of Seller,
execute any document reasonably requested by Seller to evidence such termination including, without
limitation, a quit claim deed. If Purchaser fails to elect to terminate this Agreement (in the
manner provided in this Section 11) despite such damage, or if the Improvements are damaged
but not substantially, Seller shall promptly commence to repair such damage or destruction and to
return the damaged Improvements to substantially their condition prior to such damage. If such
damage shall be completely repaired prior to the Closing Date, then there shall be no reduction in
the Purchase Price, and Seller shall retain the proceeds of all insurance related to such damage.
If such damage shall not be completely repaired prior to the Closing Date, but Seller is diligently
proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be
entitled to receive the proceeds of all insurance related to such damage; provided, however, that
Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes
of this Section 11, the phrase “substantially damaged” means damage that gives rise to the
ability of the Tenant(s) leasing at least fifty percent (50%) of the rentable square feet in the
Subject Property (in the aggregate) to terminate such Tenants’ Lease(s) pursuant to the terms and
conditions of such Lease(s) and such Tenant(s) actually terminate such Lease(s).




     12. Condemnation. If, prior to the Closing Date, eminent domain proceedings are commenced
against all or any substantial part of the Subject Property, Seller shall immediately give notice
to Purchaser of such fact and, at Purchaser’s option (to be exercised within fifteen (15) days
after Seller’s notice), this Agreement shall terminate with respect to the Subject Property. In
the event of any such termination, the Earnest Money shall be returned to Purchaser and thereafter
neither party will have further obligations under this Agreement (other than the Surviving
Indemnity Obligations, which obligations shall survive any such termination), except that Purchaser
shall, at the request of Seller, execute any document reasonably requested by Seller to evidence
such termination including, without limitation, a quit claim deed. If Purchaser fails to elect to
terminate this Agreement in the manner provided in this Section 12, then there shall be no
reduction in the Purchase Price, and Seller shall assign to Purchaser at the Closing Date all of
Seller’s right, title and interest in and to any award made or to be made in the condemnation
proceedings. Prior to the Closing Date, Seller shall not designate counsel, appear in, or
otherwise act with respect to the condemnation proceedings without Purchaser’s prior written
consent, which consent shall not be unreasonably withheld or delayed; provided, however, that if
any action is necessary with respect to such proceeding to avoid any forfeiture or material
prejudice, Seller shall be entitled to take such action as and to the extent necessary without
obtaining Purchaser’s prior written consent. For purposes of this Section, the words “substantial
part” means that the portion of the Subject Property to be so taken gives rise to the ability of
the Tenant(s) leasing at least fifty percent (50%) of the rentable square feet in the Subject
Property (in the aggregate) to terminate such Tenants’ Lease(s) pursuant to the terms and
conditions of such Lease(s) and such Tenant(s) actually terminate such Lease(s).



     13. Broker’s Commissions. Seller represents to Purchaser that insofar as Seller knows, no
third party broker or finder has been engaged or consulted by Seller or is entitled to compensation
or commission in connection herewith, other than Secured Capital Corporation (“Seller’s Broker”).
Seller shall be responsible to pay commissions due to Seller’s Broker in connection with the sale
contemplated by this Agreement. Seller shall defend, indemnify and hold harmless Purchaser from
and against any and all claims of brokers, finders of any like third party claiming any right to
commission or compensation by or through acts of Seller in connection herewith. Purchaser
represents and warrants to Seller that insofar as Purchaser knows, no third party broker or finder
has been engaged or consulted by Purchaser or is
entitled to compensation or commission in connection herewith, other than Grubb and Ellis.



14









 




Purchaser shall defend, indemnify and hold harmless Seller from and against any and all claims of
brokers, finders or any like party claiming any right to commission or compensation by or through
acts of Purchaser in connection herewith. The indemnity obligations hereunder shall include all
damages, losses, risks, liabilities, and expenses (including reasonable attorneys’ fees and costs)
arising from and related to matters being indemnified hereunder, and shall survive Closing and
execution and delivery of the Deed; provided, however, the total liability of Seller with respect
to the foregoing indemnity obligation shall be subject to the conditions and limitations set forth
in Section 6(d) hereof.
 

     14. Environmental Disclosure. Certain federal laws and state laws, including without
limitation the Comprehensive Environmental Response Compensation & Liability Act of 1980 (CERCLA),
42 U.S.C. Section 9601 et seq., require sellers of certain real estate to disclose the existence of
hazardous substances located on or beneath the property being transferred. To satisfy such
obligations under any and all applicable laws, ordinance, rules and regulations, Seller hereby
discloses that the Real Property contains or contained such hazardous materials (if any) as
described in the environmental reports listed on Exhibit L attached hereto and made a part
hereof (the “Reports”). Seller shall deliver the Reports to Purchaser within three (3) business
days following the execution of this Agreement, and Purchaser shall acknowledge receipt of the
Reports. Purchaser acknowledges and agrees that the Reports are provided by Seller for
informational purposes only and that Seller makes no representations or warranties as to the
accuracy or completeness of the Reports. Purchaser will conduct its own investigations and studies
of the Subject Property as it deems necessary or appropriate in order to determine the presence or
absence of hazardous materials on or within the Subject Property. Purchaser hereby (a) agrees that
Purchaser is relying solely on its own investigation, if any, of the Subject Property covering the
effect of any hazardous materials that may be on about or within the Subject Property, whether
disclosed by such investigations or not (collectively, the “Hazardous Materials Effect”) and (b)
assumes the risk of any and all liabilities, claims, demands, suits, judgments, losses, damages,
expenses (including, without limitation, attorney’s fees) and other obligations arising out of or
incurred in connection with the Hazardous Materials Effect, if any.



     15. Assignment. Purchaser may not assign its rights under this Agreement without the prior
written consent of Seller; provided, however, Purchaser may assign its rights under this Agreement
to (i) Columbia Equity Trust, Inc. (the “REIT”), (ii) Columbia Equity, L.P. (the “OP”), or (iii)
any trust, corporation, partnership or limited liability company controlling, controlled by or
under common control with Purchaser, the REIT or the OP. For purposes hereof, “control” shall mean
ownership (directly or indirectly) of 51% or more of the voting or comparable ownership interest of
any such trust, corporation, partnership or limited liability company. Any assignment shall be
subject to all the provisions, terms, covenants and conditions of this Agreement and the assignor
shall, in any event, continue to be and remain liable under this Agreement, as it may be amended
from time to time, as a principal and not as a surety, without notice to such assignor. Any such
assignment and assumption shall be evidenced by a written agreement in form and substance
reasonably acceptable to Seller.



     16. Non-Recourse to Partners of Partnership. Seller and Purchaser agree that the neither the
general partner nor any limited partner of Seller shall be personally liable for any obligations
under this Agreement or any document executed in connection herewith.



     17. Catastrophic Environmental Event. If, after the Contingency Date and prior to the Closing
Date, any Catastrophic Environmental Event (as defined below) occurs with respect to the Subject
Property, Seller shall give notice to Purchaser of such fact promptly after Seller becomes aware of
such occurrence. Thereafter, at Purchaser’s option (to be exercised by Purchaser’s written notice
to Seller given within thirty (30) days after Seller’s initial notice to Purchaser), this Agreement
shall terminate.



15









 




In the event of any such termination of this Agreement, neither party will have
any further obligations under
this Agreement (other than the Surviving Indemnity Obligations, which obligations shall
survive any such termination), except that Purchaser shall, at the request of Seller, execute any
document reasonably requested by Seller to evidence such termination including, without limitation,
a quit claim deed. If Purchaser fails to elect to terminate this Agreement in the manner provided
in this Section 17, then there shall be no reduction in the Purchase Price, and the parties
shall proceed to Closing upon the terms and conditions of this Agreement. For purposes of this
Section 17, the phrase “Catastrophic Environmental Event” means an adverse environmental
event on the Subject Property resulting in a violation of applicable environmental laws requiring
cleanup. Notwithstanding the foregoing, an adverse environmental event shall not be a Catastrophic
Environmental Event if a “no further action” letter addressed to Seller or a “no association”
letter addressed to Purchaser, or their equivalents, has been received from the relevant
governmental authorities prior to Closing.




     18. Notices. Any notice or other communication in connection with this Agreement shall be in
writing and shall be sent by nationally recognized overnight courier guaranteed next business day
delivery, by telecopy or facsimile transmission (provided that such notice sent by facsimile is
also sent via nationally recognized overnight courier for guaranteed next business day delivery),
or by personal delivery, properly addressed as follows:



	 	 	 	 	 
	 

	 	If to Seller:
	 	OPUS REAL ESTATE VIRGINIA III, L.L.C.
	 

	 	 	 	10350 Bren Road West
	 

	 	 	 	Minnetonka, MN 95343
	 

	 	 	 	Attn: Andrew C. Deckas
	 

	 	 	 	Facsimile No.: (952) 656-4750
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Opus L.L.C.
	 

	 	 	 	10350 Bren Road West
	 

	 	 	 	Minnetonka, MN 55343
	 

	 	 	 	Attn: Legal Department
	 

	 	 	 	Facsimile No.: (952) 656-4755
	 
	 	 	 	 
	 

	 	And a copy to:
	 	Briggs and Morgan, Professional Association
	 

	 	 	 	2200 IDS Center
	 

	 	 	 	Minneapolis, MN 55402
	 

	 	 	 	Attn: David G. Greening
	 

	 	 	 	Facsimile No. (612) 977-8650
	 
	 	 	 	 
	 

	 	If to Purchaser:
	 	Carr Capital Corporation
	 

	 	 	 	1750 H Street, NW, Suite 500
	 

	 	 	 	Washington, D.C. 20006
	 

	 	 	 	Attn: Oliver T. Carr, III
	 

	 	 	 	Facsimile No.: (202) 303-3078
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Hunton &Williams LLP
	 

	 	 	 	1900 K Street, NW
	 

	 	 	 	Washington, D.C. 20006-1109
	 

	 	 	 	Attn: John M. Ratino, Esq.
	 

	 	 	 	Facsimile No.: (202) 828-3779





All notices shall be deemed given one (1) business day following deposit if delivered to an
overnight courier guaranteeing next day delivery and on the same day if sent by personal delivery
or by telecopy or facsimile transmission (with proof of transmission).





16









 







Attorneys for each party
shall be authorized to give
notices for each such party. Notwithstanding anything herein to the contrary, in the event any
notice is required hereunder within a period of less than three (3) business days, such notice
shall be given by facsimile transmission, personal delivery or overnight courier, all as provided
above. Any party may change its address for the service of notice by giving written notice of such
change to the other party, in any manner above specified.




     19. Captions. The section headings or captions appearing in this Agreement are for
convenience only, are not a part of this Agreement, and are not to be considered in interpreting
this Agreement.



     20. Entire Agreement; Modification. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter herein contained, and all prior negotiations,
discussions, writings and agreements between the parties with respect to the subject matter herein
contained are superseded and of no further force and effect. No covenant, term or condition of
this Agreement shall be deemed to have been waived by either party, unless such waiver is in
writing signed by the party charged with such waiver.



     21. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.



     22. Controlling Law. This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Virginia.



     23. Severability. The unenforceability or invalidity of any provisions hereof shall not
render any other provision herein contained unenforceable or invalid.



     24. “As Is” Sale. PURCHASER ACKNOWLEDGES THAT EXCEPT AS SET FORTH IN SECTION 5 OF THIS
AGREEMENT (A) NEITHER SELLER, NOR ANY OWNER, PRINCIPAL, AGENT, ATTORNEY, EMPLOYEE, BROKER, OR OTHER
REPRESENTATIVE OF SELLER, HAS MADE ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EITHER
EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT PROPERTY OR ANY MATTER RELATED THERETO, AND (B)
PURCHASER IS NOT RELYING ON ANY WARRANTY, REPRESENTATION, OR COVENANT, EXPRESS OR IMPLIED, WITH
RESPECT TO THE CONDITION OF THE SUBJECT PROPERTY, AND THAT PURCHASER IS ACQUIRING THE SUBJECT
PROPERTY IN ITS “AS-IS” CONDITION WITH ALL FAULTS, AND (C) PURCHASER RELEASES SELLER FROM ANY
CLAIMS, DAMAGES OR LIABILITIES RELATING TO THE CONDITION OF THE SUBJECT PROPERTY. IN PARTICULAR,
BUT WITHOUT LIMITATION, EXCEPT AS SET FORTH IN SECTION 5 OF THIS AGREEMENT, SELLER MAKES NO
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE, CONDITION, OCCUPATION OR MANAGEMENT OF THE
SUBJECT PROPERTY, COMPLIANCE OF THE SUBJECT PROPERTY WITH APPLICABLE STATUTES, LAWS, CODES,
ORDINANCES, REGULATIONS OR REQUIREMENTS OR COMPLIANCE OF THE SUBJECT PROPERTY WITH COVENANTS,
CONDITIONS, AND RESTRICTIONS, WHETHER OR NOT OF RECORD. PURCHASER’S WAIVERS APPLY TO ALL CLAIMS OF
ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, ABSOLUTE OR CONTINGENT,
AND WHETHER OR NOT DISCOVERABLE BY PURCHASER, THAT PURCHASER NOW HOLDS OR MAY HOLD AT ANY TIME IN
THE FUTURE.



17









 





     25. Indemnification for Lease Claims. Seller will indemnify, defend and hold harmless
Purchaser from any and all liabilities, claims, damages, costs or expenses (including reasonable
attorneys’ fees) arising from claims by Tenants under the Lease as a result of any obligations and
duties of the
landlord thereunder arising prior to the Closing Date, except for claims relating to the
physical condition of the Subject Property or any Hazardous Materials Effect. Purchaser and will
indemnify, defend and hold harmless Seller from any and all liabilities, claims, damages, costs or
expenses (including reasonable attorneys’ fees) arising from claims by Tenants under the Lease as a
result of any obligations and duties of landlord thereunder arising on or after the Closing Date.
The indemnification obligations contained in this Section 25 shall survive Closing.



     26. Time of Essence. Time is of the essence of this Agreement.



     27. Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.



     28. Interpretation. In the event an ambiguity or question of intent or interpretation arises,
this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of
the provisions of this Agreement.



     29. Return of Documents; Confidentiality; Exclusivity. In the event that this Agreement is
terminated or cancelled without Purchaser acquiring the Subject Property pursuant to the terms
hereof, Purchaser shall, within five (5) business days thereafter, deliver to Seller all due
diligence materials delivered by Seller to Purchaser. Prior to the Closing, Purchaser agrees not
to disclose any due diligence materials to third parties, except that Purchaser may disclose such
information to (i) those employed or engaged by Purchaser in connection with Purchaser’s due
diligence investigations, (ii) to Purchaser’s attorneys, potential lenders, title and escrow
officers and others involved in connection with the transactions described in this Agreement, (iii)
to Seller’s directors, officers, shareholders, partners, subsidiaries and other affiliates, (iv) to
the extent required by law (including disclosure by the REIT, as determined in Purchaser’s sole
discretion, in any registration statement or other filing with the U.S. Securities and Exchange
Commission), subpoena or court order. Purchaser shall indemnify, defend and hold Seller harmless
from and against any and all claims, demands, causes of action, losses, damages, liabilities,
judgments, costs and expenses (including attorney’s fees) asserted against or incurred by Seller as
a result of any violation of, or failure to comply with this Section 29. Seller agrees
that during the continuance of this Agreement, Seller shall not offer the Subject Property (or any
interest therein) for sale or lease, except for lease of commercial, office or industrial space in
the ordinary course of business, to any other party, or negotiate, solicit or entertain any offers
to purchase or lease the Subject Property (or any interest therein) other than lease of commercial,
office or industrial space in the ordinary course of business The obligations in this Section
29 shall survive Closing or termination of this Agreement.



     30. IRS Reporting Requirements. Seller and Purchaser acknowledge and agree that Section
6045(e) of the Internal Revenue Code of 1986 requires that notice of the sale and purchase of the
Subject Property described in this Agreement, be provided to the Internal Revenue Service (the
“IRS”) by preparation of and filing with the IRS of one or more IRS Form 1099-B; and further,
Seller and Purchaser agree to furnish and provide the Title Company any and all information and
documentation, including without limitation the Designation Agreements, that the Title Company may
require in order for the Title Company to (a) comply with all instructions to the IRS Forms 1099-B
in the preparation thereof, and (b) prepare and timely file with the IRS said IRS Forms 1099-B with
respect to this transaction.



     31. Attorneys’ Fees. If either party commences an action against the other to enforce this
Agreement or because of the breach by either party of this Agreement, the prevailing party in such
action shall be entitled to recover reasonable attorney fees, costs, and expenses (including expert
fees and costs) incurred in connection with the prosecution or defense of such action, including
any appeal, in addition to all other relief.



18









 





     32. Schedule and Exhibits. The following schedule and exhibits are made a part hereof, with
the same force and effect as if specifically set forth herein:



	 	 	 	 	 	 	 
	 

	 	Exhibit A
	 	-
	 	Legal Description
	 

	 	Exhibit B
	 	-
	 	Schedule of Lease
	 

	 	Exhibit B-1
	 	-
	 	Outstanding Broker Commissions
	 

	 	Exhibit C
	 	-
	 	Schedule of Permits
	 

	 	Exhibit D
	 	-
	 	Schedule of Service Contracts
	 

	 	Exhibit E
	 	-
	 	Schedule of Warranties
	 

	 	Exhibit F
	 	-
	 	Form of Earnest Money Escrow Agreement
	 

	 	Exhibit G
	 	-
	 	Intentionally Omitted
	 

	 	Exhibit H
	 	-
	 	Form of Tenant Estoppel Certificate
	 

	 	Exhibit I
	 	-
	 	Form of Special Warranty Deed
	 

	 	Exhibit J
	 	-
	 	Form of Assignment and Assumption of Lease
	 

	 	Exhibit K
	 	-
	 	Form of Assignment and Assumption of Contracts and Project Documents
	 

	 	Exhibit L
	 	-
	 	List of Environmental Reports
	 

	 	Exhibit M
	 	-
	 	Additional Information
	 

	 	Exhibit N
	 	-
	 	Tenant Notice






[Signature Pages Follow]





19









 








     IN WITNESS WHEREOF, Seller and Purchaser have executed this Agreement as of the day and year
first above written.



	 	 	 	 	 
	 	 	SELLER:
	 
	 	 	 	 
	 	 	OPUS REAL ESTATE VIRGINIA III, L.L.C., a Delaware
	 	 	limited liability company
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Andrew C. Dekas
	 	 	Name: Andrew C. Dekas
	 	 	Its: Vice President






     Opus Real Estate III Limited Partnership, a Delaware limited partnership (“Partnership”)
hereby joins this Agreement for the sole purpose of agreeing to perform, and to be jointly and
severally liable for the performance of, Seller’s obligations under the Warranty set forth in
Section 6(b) of the foregoing Agreement provided, that in no event shall Partnership’s total
liability under this joinder paragraph exceed Seven Hundred Fifty and No/100 Dollars ($750,000.00).



	 	 	 	 	 
	 	 	OPUS REAL ESTATE III LIMITED PARTNERSHIP, 
	 	 	a Delaware limited partnership
	 
	 	 	 	 
	 	 	By: OPUS REAL ESTATE, L.L.C., a Delaware limited liability company
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Andrew C. Dekas
	 	 	Name: Andrew C. Dekas
	 	 	Its: Vice President






[Signature Page to Purchase Agreement (Westfields)]




 









 








     IN WITNESS WHEREOF, Seller and Purchaser have executed this Agreement as of the day and year
first above written.



	 	 	 	 	 
	 	 	PURCHASER:
	 
	 	 	 	 
	 	 	CARR CAPITAL CORPORATION, a

District of Columbia corporation
	 
	 	 	 	 
	 

	 	By:
	  /s/ Oliver T. Carr, III	 
	 	 	Name: Oliver T. Carr, III
	 	 	Title: President






[Signature Page to Purchase Agreement (Westfields)]




 









 








Exhibit A




Legal Description



All of that certain lot or parcel of land situated, lying and being in Fairfax County, Virginia,
and being more particularly described as follows:




PARCEL 31B-2, Westfields International Corporate Center at Dulles, containing 6.2703 acres, more or
less, as shown on a plat attached to a Deed of Resubdivision recorded in Deed Book 10120 at Page
452 among the land records of Fairfax County, Virginia.


LESS AND EXCEPT those portions dedicated for public street purposes within the Deed of Dedication,
Easement and Vacation recorded in Deed Book 10978 at page 1218 among the aforesaid land records.





A-1









 








Exhibit B




Schedule of Lease 



Lease in favor of Veridian Information Solutions, Inc., as tenant, dated July 25, 2000, amended
November 30, 2000.




1. Office Deed of Lease Agreement dated 07/25/00


2. Commencement Date Memo dated 02/06/01


3. Guaranty of Lease by Veridian Corporation


4. Amendment to Office Deed of Lease Agreement dated 11/30/00




B-1









 





Exhibit B-1




Outstanding Broker Commissions (Lease)




None.





B-1-1









 








Exhibit C




Schedule of Permits 





	1.	 	Fairfax County construction permit dated June 28, 1999

	 
	2.	 	Fairfax County tenant improvement permit dated November 17, 2000




C-1









 











Exhibit D




Schedule of Service Contracts 




	 	 	 
	Service Provider:

	 	Mid-Atlantic Power Specialists, Inc.
	Service Provided:

	 	Infrared Scanning of Electrical Distribution Equipment
	Term of Agreement:

	 	9/1/04 thru 8/31/05
	Cancellation Option:

	 	30 day notice
	 
	 	 
	Service Provider:

	 	Otis Elevator Co.
	Service Provided:

	 	Elevator Maintenance
	Term of Agreement:

	 	4/1/04 thru 3/31/09
	Cancellation Option:

	 	No
	 
	 	 
	Service Provider:

	 	Kastle Systems LLC
	Service Provided:

	 	Fire Panel Monitoring System
	Term of Agreement:

	 	1/1/2005 thru 12/31/05
	Cancellation Option:

	 	30 day notice
	 
	 	 
	Service Provider:

	 	Chesapeake Protection Services, Inc.
	Service Provided:

	 	Inspection, Testing and Maintenance of Sprinkler and Fire
	Term of Agreement:

	 	9/1/04 thru 8/31/05
	Cancellation Option:

	 	30 day notice
	 
	 	 
	Service Provider:

	 	A-1 Lawn and Landscaping
	Service Provided:

	 	Exterior Landscape Maintenance
	Term of Agreement:

	 	3/1/05 thru 2/24/06
	Cancellation Option:

	 	30 day notice
	 
	 	 
	Service Provider:

	 	A-1 Lawn and Landscaping
	Service Provided:

	 	Snow Removal
	Term of Agreement:

	 	11/1/04 thru 10/31/05
	Cancellation Option:

	 	30 day notice
	 
	 	 
	Service Provider:

	 	Ilex Woodcare
	Service Provided:

	 	Millwork Maintenance
	Term of Agreement:

	 	11/1/04 thru 10/31/05
	Cancellation Option:

	 	30 day notice
	 
	 	 
	Service Provider:

	 	Western Pest Services
	Service Provided:

	 	Exterminating
	Term of Agreement:

	 	3/1/05 thru 2/29/06
	Cancellation Option:

	 	30 day notice
	 
	 	 
	Service Provider:

	 	Kevco Building Services, Inc.
	Service Provided:

	 	Exterior & Interior Window Washing Service
	Term of Agreement:

	 	5/1/05 thru 6/30/05
	Cancellation Option:

	 	Yes, delivery of notice






D-1









 






Exhibit E




Schedule of Warranties




	 	 	 	 	 
	Item

	 	Company
	 	Expiration Date
	 
	 	 	 	 
	Roofing System

	 	Firestone
	 	1/06/2010






E-1









 






Exhibit F




Earnest Money Escrow Agreement




     THIS
EARNEST MONEY ESCROW AGREEMENT (“Agreement”) is made as of
 ___ ___, 2005,
by and among OPUS REAL ESTATE VIRGINIA III, L.L.C., a Delaware limited liability company
(“Seller”), CARR CAPITAL CORPORATION, a District of Columbia corporation (“Purchaser”), and FIRST
AMERICAN TITLE INSURANCE COMPANY, a California corporation (“Escrow Agent”).



RECITALS:




     A. By that certain Purchase Agreement dated as of June ___, 2005 (“Purchase Agreement”),
between Seller and Purchaser, Seller has agreed to sell to Purchaser and Purchaser has agreed to
purchase from Seller all of Seller’s right, title and interest in and to the Subject Property, upon
and subject to the terms and provisions set forth in the Purchase Agreement. Pursuant to the terms
and provisions of the Purchase Agreement, Purchaser has agreed to deposit into escrow with Escrow
Agent the sum in cash of $200,000 earnest money as Initial Earnest Money (as defined therein) and
the sum in cash of $300,000 earnest money as Additional Earnest Money (as defined therein)
(together with the interest thereon less any investment fees related thereto, the Initial Earnest
Money and Additional Earnest Money shall be referred to as the “Earnest Money”), to be held,
invested and disbursed by Escrow Agent in accordance with the terms and conditions of this
Agreement.



     B. Escrow Agent has agreed to act as escrow agent to hold, administer, invest and disburse the
Earnest Money on the terms and conditions herein set forth.



     C. Unless otherwise provided herein, all capitalized words and terms used herein shall have
the same meanings ascribed to such words and terms as in the Purchase Agreement.



AGREEMENTS:




     NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:



     1. Escrow Agent shall notify Seller and Purchaser in writing upon Escrow Agent’s receipt of
either the Earnest Money or the Additional Earnest Money promptly upon Escrow Agent’s receipt of
the same.



     2. Escrow Agent shall hold, administer and disburse the Earnest Money pursuant to this
Agreement. Escrow Agent, in accordance with written instructions to it from time to time from
Purchaser, shall invest, and from time to time reinvest, the Earnest Money as so instructed by
Purchaser.



     3. Purchaser’s Tax Identification Number is                     .



     4. Escrow Agent shall not be responsible for any penalties or loss of interest or any delays
in withdrawing funds which may be incurred upon withdrawal of the Earnest Money in accordance with
instructions given hereunder except to the extent attributable to Escrow Agent’s negligence.



F-1









 





     5.    (a) Upon not less than five (5) business days’ prior written notice executed by Seller and
delivered to both Purchaser and Escrow Agent in accordance with Section 7 below, asserting
that Seller is
entitled to retain the Earnest Money pursuant to the terms of the Purchase Agreement, Escrow
Agent shall deliver the Earnest Money to Seller; provided, however, that if Purchaser shall, within
said 5 business day period, deliver to Seller and Escrow Agent a written notice that it disputes
Seller’s claim to the Earnest Money, 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, decree or judgment in a proceeding in which
Purchaser and Seller are parties, 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.



          (b) Upon not less than five (5) business days’ prior written notice executed by Purchaser and
delivered to Seller and Escrow Agent in accordance with Section 7 below, asserting that
Purchaser is entitled to the return of the Earnest Money pursuant to the terms of the Purchase
Agreement, Escrow Agent shall deliver the Earnest Money to Purchaser; provided, however, that if
Seller shall, within said 5 business day period, deliver to Purchaser and Escrow Agent a written
notice that it disputes Purchaser’s claim or right to receive back the Earnest Money, 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 in which Purchaser and Seller are parties, 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.




          (c) Subject to the foregoing, this Agreement shall at all times be subject to the joint order
of Seller and Purchaser and upon such joint order Escrow Agent shall deliver the Earnest Money as
instructed by such joint order.




     6. Seller and Purchaser shall each be responsible for payment of one-half of any escrow fee
hereunder. Purchaser shall be responsible for payment of any investment fee.



     7. Any notice or other communication in connection with this Agreement shall be in writing and
shall be sent by United States Certified Mail, return receipt requested, postage prepaid, by
nationally recognized overnight courier guarantee next day delivery, by telecopy, or by personal
delivery, properly addressed as follows:



	 	 	 	 	 
	 

	 	If to Seller:
	 	Opus Real Estate Virginia III, L.L.C.
	 

	 	 	 	10350 Bren Road West
	 

	 	 	 	Minneapolis, MN 55343
	 

	 	 	 	Attn: Vice President
	 

	 	 	 	Facsimile No.: (952) 656-4750
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Opus, L.L.C.
	 

	 	 	 	10350 Bren Road West
	 

	 	 	 	Minnetonka, Minnesota 55343
	 

	 	 	 	Attn: Legal Department
	 

	 	 	 	Facsimile No.: (952) 656-4750
	 
	 	 	 	 
	 

	 	And a copy to:
	 	Briggs and Morgan, P.A.
	 

	 	 	 	2200 IDS Center
	 

	 	 	 	Minneapolis, MN 55402
	 

	 	 	 	Attn: David G. Greening
	 

	 	 	 	Facsimile No.: (612) 977-8650






F-2









 






	 	 	 	 	 
	 

	 	If to Purchaser:
	 	Carr Capital Corporation
	 

	 	 	 	1750 H Street, NW, Suite 500
	 

	 	 	 	Washington, D.C. 20006
	 

	 	 	 	Attn: Oliver T. Carr, III
	 

	 	 	 	Facsimile No.: (202) 303-3078
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Hunton &Williams LLP
	 

	 	 	 	1900 K Street, NW
	 

	 	 	 	Washington, D.C. 20006-1109
	 

	 	 	 	Attn: John M. Ratino, Esq.
	 

	 	 	 	Facsimile No.: (202) 828-3779
	 
	 	 	 	 
	 

	 	If to Escrow Agent:
	 	First American Title Insurance Company
	 

	 	 	 	1900 Midwest Plaza West
	 

	 	 	 	801 Nicollet Mall
	 

	 	 	 	Minneapolis, MN 55402
	 

	 	 	 	Attn: Rodney D. Ives
	 

	 	 	 	Facsimile No.: (612) 305-2001






     All notices shall be deemed given three (3) business days following deposit in the United
States mail with respect to certified or registered letters, one (1) business day following deposit
if delivered to an overnight courier guaranteeing next day delivery and on the same day if sent by
personal delivery or telecopy (with proof of transmission). Attorneys for each party shall be
authorized to give notices for each such party. Any party may change its address for the service
of notice by giving written notice of such change to the other party, in any manner above
specified.



     8. This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns under the Purchase Agreement.



     9. This Agreement shall be governed by and construed in accordance with the laws of the
Commonwealth of Virginia. In the event that any provision hereof shall be deemed illegal or
unenforceable, said provision shall be severed herefrom and the remainder of this Agreement shall
be enforced in accordance with the intentions of the parties as herein expressed.



     10. This Agreement may not be amended or altered except by an instrument in writing executed
by all the parties hereto.



     11. Except as to deposits of funds for which Escrow Agent has received express written
direction concerning investment or other handling, the parties hereto agree that the Escrow Agent
shall invest the Earnest Money in Escrow Agent’s customary money market account; provided, however,
nothing herein shall diminish Escrow Agent’s obligation to apply the full amount of the deposit
together with interest thereon in accordance with the terms of these escrow trust instructions.



     12. If any party shall bring suit against the other to enforce the terms of this Agreement,
the losing party shall pay to the prevailing party the prevailing party’s costs and expenses
(including, without limitation, reasonable attorneys’ fees and costs) incurred in enforcing this
Agreement.



[Signature Page Follows]




F-3









 








     IN WITNESS WHEREOF, Seller, Purchaser and Escrow Agent have executed this Agreement as of the
day and year first above written.



	 	 	 	 	 
	 	 	SELLER:
	 
	 	 	 	 
	 	 	OPUS REAL ESTATE VIRGINIA III, L.L.C., a 
Delaware limited liability company
	 
	 	 	 	 
	 

	 	By:	 	 
	 	 	 	 
	 

	 	Name:	 	 
	 	 	 	 
	 

	 	Its:	 	 
	 	 	 	 





F-4









 






     IN WITNESS WHEREOF, Seller, Purchaser and Escrow Agent have executed this Agreement as of the
day and year first above written.



	 	 	 	 	 
	 	 	PURCHASER:
	 
	 	 	 	 
	 	 	CARR CAPITAL CORPORATION, a

District of Columbia corporation
	 
	 	 	 	 
	 

	 	By:	 	 
	 	 	 	 
	 

	 	Name:	 	 
	 	 	 	 
	 

	 	Title:	 	 
	 	 	 	 





F-5









 






     IN WITNESS WHEREOF, Seller, Purchaser and Escrow Agent have executed this Agreement as of the
day and year first above written.



	 	 	 	 	 
	 	 	ESCROW AGENT:
	 
	 	 	 	 
	 	 	FIRST AMERICAN TITLE INSURANCE
 COMPANY, a California corporation
	 
	 	 	 	 
	 

	 	By:	 	 
	 	 	 	 
	 

	 	Name:	 	 
	 	 	 	 
	 

	 	Its:	 	 
	 	 	 	 





F-6









 






Exhibit G




INTENTIONALLY OMITTED




G-1









 








Exhibit H




Tenant’s Estoppel Certificate




June ___, 2005          




Carr Capital Corporation (“Purchaser”)

1750 H Street, NW

Suite 500

Washington, D.C. 20006




	 	 	 
	Re:

	 	Proposed Sale
	 

	 	Name of Subject Property: Westfields Corporate Center
	 

	 	Address: 14700 Lee Road, Chantilly VA






Ladies and Gentlemen:




     It is our understanding that Purchaser proposes to buy the subject premises from Opus
Real Estate Virginia III, L.L.C. (“ORE VA”) and as a condition precedent thereof Purchaser and ORE
VA have required this certification of the undersigned.



     The undersigned, as Tenant, under that certain Deed of Office Lease Agreement, dated July 23,
2000, made with Opus East, L.L.C. (the predecessor in interest to ORE VA), as Landlord, (as amended
by that Amendment to Office Deed of Lease Agreement, dated November 30, 2000, the “Lease”), hereby
ratifies the Lease and certifies that:




	 	1.	 	The current annual Basic Rent payable pursuant to the terms of said
lease is $                      per annum; and further, additional rental pursuant to said
lease is payable s follows: Tenant pays its pro-rata share of Excess Expenses;
and
	 
	 	2.	 	The Lease is in full force and effect and has not been assigned,
modified, supplemented or amended in any way; and
	 
	 	3.	 	A true and correct copy thereof is attached hereto as Exhibit A. The
Lease represents the entire agreement between the parties as to the leasing of
the premises; and
	 
	 	4.	 	On this date there are no existing defenses or offsets, claims or
counterclaims which the undersigned has against the enforcement of the Lease by
Landlord; and
	 
	 	5.	 	No rental has been paid in advance and no security (except the security
deposit in the amount of $160,486.08) has been deposited with Landlord; and
	 
	 	6.	 	The total rentable floor area of the Premise is 84,652 square feet,
subject to adjustment as set forth in Section 1.1 of said lease; and
	 
	 	7.	 	On this date there are no existing breaches or defaults by Landlord or
Tenant under the Lease that are known to Tenant; and
	 
	 	8.	 	The term of the Lease commenced on                      and will terminate on
                    ; and
	 
	 	9.	 	Tenant’s current address for notice under the Lease is:
                                                                                                                                    .




H-1









 











     IN WITNESS WHEREOF, the undersigned has caused this certificate to be executed as of the ___
day of                      , 2005.



	 	 	 	 	 
	 	 	Veridian Information Solutions, Inc. Tenant
	 
	 	 	 	 
	 

	 	By	 	 
	 	 	 	 
	 

	 	Its	 	 
	 	 	 	 





H-2









 






Exhibit I




Form of Deed




	 	 	 
	 

	 	This document was prepared outside
	 

	 	the Commonwealth of Virginia by:
	 
	 	 
	 	 	 
	 
	 	 
	 	 	 





DEED




     THIS DEED is made this ___day of                     , 2005, by and between OPUS REAL ESTATE VIRGINIA
III, L.L.C., a Delaware limited liability company (“Grantor”), and CARR CAPITAL CORPORATION, a
                                                             (“Grantee”),



     WITNESSETH, that in consideration of the sum of Ten Dollars ($10.00) in hand paid by Grantee,
the receipt and sufficiency of which are acknowledged by Grantor, Grantor does hereby grant and
convey in fee simple, with Special Warranty, unto Grantee, its successors and assigns, all those
lots or parcels of land situate, lying, and being in Fairfax County, Virginia, and being more
particularly described on Exhibit “A” which is attached to and made a part of this Deed (the
“Land”).



     TOGETHER WITH all the buildings and improvements thereupon erected, made or being and all and
every one of the rights, ways, waters, privileges, easements, appurtenances and advantages to the
same belonging or in anywise appertaining (the Land and all of the foregoing being referred to as
the “Property”).



     SUBJECT TO all matters of record affecting the Property.



     TO HAVE AND TO HOLD the Property unto and to the only proper use, benefit and behalf of the
Grantee, its successors and assigns, in fee simple, forever.



     AND Grantor warrants specially the Property hereby conveyed and covenants that Grantor will,
on demand of the Grantee, its successors and assigns, at the expense of the Grantee, execute any
instrument necessary for the further assurance of the title to the Property that may be required.



	 	 	 	 	 	 	 
	 

	 	Consideration:
	 	$	24,150,000	 
	 
	 	 	 	 	 	 
	 

	 	Grantee’s Address:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Property Address:
	 	14700 Lee Road, Chantilly, Virginia

	 
	 	 	 	 	 	 
	 

	 	Return to:	 	 	 	 






I-1









 






     WITNESS the following signature and seal:



	 	 	 	 	 	 	 
	WITNESS:	 	 	 	GRANTOR:
	 	 	 	 	OPUS REAL ESTATE VIRGINIA III, L.L.C.,
	 	 	 	 	a Delaware limited liability company
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 	 	 	 	 	 





* * *




	 	 	 	 	 
	STATE OF MINNESOTA

	 	)	 	 
	 

	 	) ss.

	COUNTY OF HENNEPIN

	 	)	 	 






     The foregoing instrument was acknowledged before me on                                         , 2005, by
                                        , the Vice President of Opus Real Estate Virginia III, L.L.C., a Delaware
limited liability company, on behalf of the limited liability company.



	 	 	 
	 	 	 
	 

	 	Notary Public






I-2









 






EXHIBIT A TO SPECIAL WARRANTY DEED




Legal Description



All of that certain lot or parcel of land situated, lying and being in Fairfax County,
Virginia, and being more particularly described as follows:




PARCEL 31B-2, Westfields International Corporate Center at Dulles, containing 6.2703 acres, more or
less, as shown on a plat attached to a Deed of Resubdivision recorded in Deed Book 10120 at Page
452 among the land records of Fairfax County, Virginia.


LESS AND EXCEPT those portions dedicated for public street purposes within the Deed of Dedication,
Easement and Vacation recorded in Deed Book 10978 at page 1218 among the aforesaid land records.





I-1









 






EXHIBIT J




ASSIGNMENT AND ASSUMPTION OF LEASE




     THIS ASSIGNMENT AND ASSUMPTION OF LEASE (“Assignment”) is made as of                                         ,                     
(“Effective Date”), by and between                                                             , a                      (“Assignor”), and
                                                            , a                                          (“Assignee”).



RECITALS:




     A. Assignee has acquired from Assignor title to that certain real property, and any
improvements situated thereon owned by Assignor, more particularly described on Exhibit “A”
attached hereto (“Property”) pursuant to a Purchase Agreement dated as of                                         ,
2005 by and between Assignor, and Assignee (the “Purchase Agreement”).



     B. In connection with the conveyance of the Property from Assignor to Assignee, Assignor and
Assignee intend and agree that, except as provided below, all of Assignor’s rights as lessor under
the lease, together with all amendments or modifications thereto, including the rights to all
security deposits, letters of credit, delinquent rents and charges, prepaid rents and all
guaranties thereof, as set forth on Exhibit “B” attached hereto (the “Lease”), shall be
assigned to Assignee.



     C. Assignee has agreed to assume all of the obligations of Assignor under the Lease as set
forth herein.



AGREEMENT:




     In consideration of the foregoing recitals and other good and valuable consideration, Assignor
and Assignee agree as follows:



     2. Assignment by Assignor. Assignor hereby assigns and transfers to Assignee all
right, title and interest of Assignor in and to each of the Lease together with any rights relating
thereto, including without limitation all rents, issues, profits therefrom, all guaranties thereof
and all security deposits and letters of credit relating thereto. Notwithstanding the foregoing,
Assignor reserves the right to enforce against the tenant under the Lease all obligations or duties
of such tenants that arose or accrued prior to the Effective Date, provided, however, in no event
shall Assignor terminate the Lease or disturb tenant’s right to occupy its premises as a result of
Assignor’s enforcement of such reserved rights.



     3. Acceptance of Assignment. Assignee hereby accepts the assignment of the Lease and
assumes and agrees to keep, perform and fulfill all of the duties, covenants, provisions,
conditions and obligations of the landlord in the Lease which arise or are incurred or are related
to events occurring from and after the Effective Date. Without limiting the foregoing, Assignee
agrees to indemnify, defend and hold harmless Assignor with respect to any claims or demands made
by tenant under the Lease with respect to return of any security deposits made by such tenants, to
the extent Assignor provided such deposits at Closing.



     4. Successors and Assigns. This Assignment shall be binding upon and inure to the
benefit of the parties hereto and their successors and assigns.



J-1









 





     5. Authority. Each of the parties signing this Assignment hereby warrants and
represents that it has the full legal power, authority and right to execute, deliver and perform
the obligations under
this Assignment, that this Assignment has been duly authorized by all requisite actions on the
part of such warranting party, and that no remaining action or third party action is required to
make this Assignment binding upon such party.



     6. Governing Law. This Assignment shall be construed and enforced in accordance with
the laws of the State in which the Property is located.



     7. Attorneys’ Fees. If either party commences litigation against the other for the
specific performance of this Assignment, the interpretation of this Assignment, for damages for the
breach hereof or otherwise for enforcement of any remedy hereunder, the parties hereto agree, in
the event of any such commencement of litigation, the prevailing party shall be entitled to recover
from the other party such costs and reasonable attorneys’ fees as may have been incurred. Any
attorneys’ fees incurred in enforcing any right of indemnity set forth in this Assignment shall be
recoverable and deemed to be within the scope of such indemnity and/or this attorneys’ fees
provision.



     8. Counterparts. This Assignment may be executed in any number of counterparts, each
of which, when so executed and when delivered, shall be an original, but all such counterparts
shall together constitute but one and the same instrument.



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     Assignor and Assignee have executed this Assignment as of the Effective Date.



	 	 	 	 	 	 	 	 	 
	 	 	ASSIGNOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 		 	 
	 
	 	 	 	 	 	 	,a 	 
	 	 	 	 	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Its	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ASSIGNEE:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 		 	 
	 
	 	 	 	 	 	 	,a 	 
	 	 	 	 	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Its	 	 	 	 
	 

	 	 	 	 	 	 	 	 





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EXHIBIT “A” TO ASSIGNMENT AND ASSUMPTION OF LEASE




(Legal Description)



All of that certain lot or parcel of land situated, lying and being in Fairfax County, Virginia,
and being more particularly described as follows:




PARCEL 31B-2, Westfields International Corporate Center at Dulles, containing 6.2703 acres, more or
less, as shown on a plat attached to a Deed of Resubdivision recorded in Deed Book 10120 at Page
452 among the land records of Fairfax County, Virginia.




LESS AND EXCEPT those portions dedicated for public street purposes within the Deed of Dedication,
Easement and Vacation recorded in Deed Book 10978 at page 1218 among the aforesaid land records.





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EXHIBIT “B” TO ASSIGNMENT AND ASSUMPTION OF LEASE




(Schedule of Lease)



Lease in favor of Veridian Information Solutions, Inc., as tenant, dated July 25, 2000, amended
November 30, 2000.





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EXHIBIT K




ASSIGNMENT AND ASSUMPTION OF CONTRACTS




AND PROJECT DOCUMENTS




     THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS AND PROJECT DOCUMENTS (“Assignment”) is made as of
                                        , 2005 (“Effective Date”), by and between                                         , a
                    (“Assignor”), and                     , a                                                              (“Assignee”).



RECITALS:




     A. Assignee has acquired from Assignor title to that certain real property, and any
improvements situated thereon owned by Assignor, more particularly described on Exhibit “A”
attached hereto (“Property”).



     B. In connection with the conveyance of the Property from Assignor to Assignee, Assignor and
Assignee intend and agree that Assignor’s right, title and interest in the agreements set forth on
Exhibit “B” attached hereto and all licenses, authorizations, approvals, permits,
entitlements, warranties, guaranties, approvals, certificates of occupancy, certificates, surveys
and reports, including, without limitation, any hazardous materials reports, engineering and soils
reports and any ALTA surveys, if any, in the possession of Assignor, relating to the acquisition,
construction, design, use, operation, management or maintenance of the Property (collectively, the
“Contracts and Project Documents”), to the extent assignable, shall inure to the benefit of and be
assigned and transferred to Assignee.



AGREEMENT:




     In consideration of the foregoing recitals and other good and valuable consideration, Assignor
and Assignee agree as follows:



     1. Assignment by Assignor. To the extent assignable, Assignor hereby assigns and
transfers to Assignee all right, title and interest of Assignor in the Contracts and Project
Documents, together with any rights owned by Assignor relating thereto. Notwithstanding the
foregoing, Assignor reserves the right to (a) enforce the provisions of the Contracts and Project
Documents in respect to all obligations or duties of the other party thereto that arose or accrued
prior to the Effective Date, and (b) exercise such rights under the Contracts and Project Documents
as are necessary in order for Assignor to fulfill its obligations under the Purchase Agreement
dated as of December 12, 2003 by and between Assignor, and Assignee, relating to the Property
(“Agreement”), provided, however, in no event shall Assignor terminate any of the Contracts and
Project Documents as a result of Assignor’s enforcement of such reserved rights.



     2. Limited License. Assignor grants to Assignee a limited license to use the plans
and specifications relating to the construction of the improvements on the Property in Assignor’s
possession for the purposes and subject to the conditions and indemnifications as set forth in the
Agreement.



     3. Acceptance of Assignment. Assignee hereby accepts the assignment of the Contracts
and Project Documents, and Assignee assumes and agrees to keep, perform and fulfill all of the
duties, covenants, provisions, conditions and obligations of Assignor contained therein which arise
or are incurred or are related to events occurring from and after the Effective Date.



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     4. Successors and Assigns. This Assignment shall be binding upon and inure to the
benefit of the parties hereto and their successors and assigns.



     5. Authority. Each of the parties signing this Assignment hereby warrants and
represents that it has the full legal power, authority and right to execute, deliver and perform
the obligations under this Assignment, that this Assignment has been duly authorized by all
requisite actions on the part of such warranting party, and that no remaining action or third party
action is required to make this Assignment binding upon such party.



     6. Governing Law. This Assignment shall be construed and enforced in accordance with
the laws of the State in which the Property is located.



     7. Attorneys’ Fees. If either party commences litigation against the other for the
specific performance of this Assignment, the interpretation of this Assignment, for damages for the
breach hereof or otherwise for enforcement of any remedy hereunder, the parties hereto agree, in
the event of any such commencement of litigation, the prevailing party shall be entitled to recover
from the other party such costs and reasonable attorneys’ fees as may have been incurred. Any
attorneys’ fees incurred in enforcing any right of indemnity set forth in this Assignment shall be
recoverable and deemed to be within the scope of such indemnity and/or this attorneys’ fees
provision.



     8. Counterparts. This Assignment may be executed in any number of counterparts, each
of which, when so executed and when delivered, shall be an original, but all such counterparts
shall together constitute but one and the same instrument.



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     Assignor and Assignee have executed this Assignment as of the Effective Date.



	 	 	 	 	 	 	 	 	 
	 	 	ASSIGNOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 		 	 
	 
	 	 	 	 	 	 	,a 	 
	 	 	 	 	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Its	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ASSIGNEE:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 		 	 
	 
	 	 	 	 	 	 	,a 	 
	 	 	 	 	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Its	 	 	 	 
	 

	 	 	 	 	 	 	 	 





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EXHIBIT “A” TO ASSIGNMENT AND ASSUMPTION OF CONTRACTS AND

PROJECT DOCUMENTS

(Legal Description)





K-4









 








EXHIBIT “B” TO ASSIGNMENT AND ASSUMPTION OF CONTRACTS

AND PROJECT DOCUMENTS

(Certain Assigned Agreements)




Service Contracts:




     1.



Warranties:




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EXHIBIT L




LIST OF ENVIRONMENTAL REPORTS




1. Phase I environmental site assessment prepared by SECOR, dated November 27, 2000




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EXHIBIT M




Additional Information




14700 Lee Road




Requested Property Data




     9. The most recent ALTA survey for the Property;



     10. All executed leases (and amendments thereto) (the “Leases”) regarding all space
occupied by tenants at the Property (the “Tenants”);



     11. Copies of the tax and utility bills for the Property for calendar years 2003, 2004, and
2005;



     12. Operating statements (including operating expense information) prepared by the property
manager for the calendar years 2003, 2004 and 2005 YTD;



     13. The most recent environmental site assessment report;



     14. Construction and Design Documents: Base Building Documents (plans and specifications)
plus any revisions Tenant Improvement Plans Public Space Finish Specifications (if different from
Base Building Plans) Close out Manual for each TI project CADD drawings on disk, documentation and
plans for any subsequent renovations to the base building;



     15. Property Management: Control system plans as built and instructions Mechanical operation
and maintenance logs in Sellers possession;



     16. Copies of all warranties and warranty information;



     17. Certificate of occupancy/non-Residential Use Permits for the Property and all Tenant space
therein;



     18. Seller’s proposed operating budget for the Property for 2005;



     19. A current rent roll for the Property in the form currently maintained by Seller -
Received;



     20. List of all security deposits, rent abatements, and Landlord payments to the Tenants
(including but not limited to tenant improvement allowances and architectural fees for test fits);



     21. Per the executed lease with Veridian Information Solutions, please provide the Calculation
of all Landlord Costs and allowances, including the Improvement Allowance and commissions, relating
to the Terminated Space, assuming that the tenant exercises its termination right as of February 6,
2008. Please include the amortization rate and all documentation referenced in calculating the
unamortized Landlord Costs;



     22. Evidence of insurance delivered by the Tenants as required under the Leases;



     23. Current Tenant Financial Statements for General Dynamics;



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     24. A list of all Service Agreements including service, maintenance, equipment and/or supply
contracts, and amendments thereto;



     25. Copies of any audits of reimbursable expenses reconciliations for 2003, 2004 and 2005;



     26. Month-by-month Account Receivables delinquency/aging report for June 2004 — May 2005; and



     27. Seller’s architect’s schedule and plans to support the rentable square footage and gross
building area calculations using the current BOMA method of measurement, to the extent the same is
in Seller’s possession.



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EXHIBIT N




Tenant Notice




[Purchaser’s Letterhead]




_____________________, 2005




________________________

________________________

________________________




     Re: [Address] (the “Property”)



Dear _________________:



As of                                         , 2001,                                                             , ___(“Former Owner”),
has transferred all of its interest in and to the Property to                                                             
(“New Owner”). Consequently, New Owner is now the “landlord” or “lessor” under your
lease(s) with respect to the Property.



Future rental payments with respect to your leased premises in the Property should be made payable
to “                                                                        ” and should be mailed to P.O. Box                                         ,
                    ,                     -                    . If you prefer, we encourage you to wire transfer your payments
using the following instructions:



Please instruct your insurance carrier to provide to us a new Certificate of Insurance listing
"                                                                                                    , and its managing agent,
                                                            ” as additional insureds.




	 	 	 	 	 	 	 
	 	 	Sincerely yours,	 	 
	 
	 	 	 	 	 	 
	 	 	FORMER OWNER:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





	 	 	 	 	 
	 

	 	NEW OWNER:
	 	 
	 
	 	 	 	 
	 

	 	By:___________________________	 	 
	 

	 	Name:_________________________	 	 
	 

	 	Title:_________________________	 	 







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