Exhibit 10.2


 


CABOT INDUSTRIAL VALUE
FUND, L.P.


 


Second Amended and Restated
Limited Partnership Agreement


 


July 21, 2005


 


(to be renamed DCT Industrial Value Fund I, L.P.)


 





















 


Table
of Contents


 


	
  1. Recitals and Definitions

  	
   

  
	
  1.1

  	
  Recitals

  	
   

  
	
  1.2

  	
  Admission of Partners

  	
   

  
	
  1.3

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  2. Formation of Partnership

  	
   

  
	
  2.1

  	
  Organization

  	
   

  
	
  2.2

  	
  Partnership Name

  	
   

  
	
  2.3

  	
  Purposes and Powers

  	
   

  
	
  2.4

  	
  Principal Business Office,
  Registered Office and Registered Agent

  	
   

  
	
  2.5

  	
  Qualification in Other
  Jurisdictions

  	
   

  
	
  2.6

  	
  Powers

  	
   

  
	
  2.7

  	
  Partners

  	
   

  
	
   

  	
   

  	
   

  
	
  3. Capitalization

  	
   

  
	
  3.1

  	
  Initial Capital Contributions

  	
   

  
	
  3.2

  	
  GP Affiliate Loan

  	
   

  
	
  3.3

  	
  Capital Accounts

  	
   

  
	
  3.4

  	
  Capital Contributions for
  Unanticipated Needs

  	
   

  
	
   

  	
   

  	
   

  
	
  4. Books; Accounting; Tax Elections; Reports

  	
   

  
	
  4.1

  	
  Books and Records

  	
   

  
	
  4.2

  	
  Annual Financial Statements and
  Valuation

  	
   

  
	
  4.3

  	
  Quarterly Financial Statements

  	
   

  
	
  4.4

  	
  Insurance

  	
   

  
	
  4.5

  	
  Right to Information

  	
   

  
	
  4.6

  	
  Filing of Returns; Tax
  Information

  	
   

  
	
  4.7

  	
  Tax Matters Partner

  	
   

  
	
  4.8

  	
  Fiscal and Taxable Year

  	
   

  
	
  4.9

  	
  Taxation as Partnership

  	
   

  
	
   

  	
   

  	
   

  
	
  5. Allocation Of
  Income And Loss

  	
   

  
	
  5.1

  	
  Allocation of Profits and
  Losses

  	
   

  
	
  5.2

  	
  Section 704(c) Tax
  Allocations

  	
   

  
	
   

  	
   

  	
   

  
	
  6. Distributions

  	
   

  
	
  6.1

  	
  Definitions Relating to
  Distributions

  	
   

  
	
  6.2

  	
  Distributions

  	
   

  
	
  6.3

  	
  Distributions Related to the
  Helen Street Property

  	
   

  



 


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  6.4

  	
  Distributions Related to
  Baltimore Property

  	
   

  
	
  6.5

  	
  CSFB Fee

  	
   

  
	
  6.6

  	
  Withholding

  	
   

  
	
   

  	
   

  	
   

  
	
  7. Rights and
  Obligations of Partners

  	
   

  
	
  7.1

  	
  Limited Liability

  	
   

  
	
  7.2

  	
  Authority

  	
   

  
	
   

  	
   

  	
   

  
	
  8.
  Rights and Obligations of General Partner and Management of the Partnership

  	
   

  
	
  8.1

  	
  General Responsibilities

  	
   

  
	
  8.2

  	
  Contracts with Affiliates

  	
   

  
	
  8.3

  	
  Compensation and Expense
  Reimbursement

  	
   

  
	
  8.4

  	
  Actions Requiring Cabot’s
  Consent

  	
   

  
	
  8.5

  	
  Fiduciary Obligation of General
  Partner

  	
   

  
	
  8.6

  	
  Other Permitted Business

  	
   

  
	
   

  	
   

  	
   

  
	
  9. Transfers of
  Partnership Interests

  	
   

  
	
  9.1

  	
  Prohibition of Transfers

  	
   

  
	
  9.2

  	
  Prohibition of Indirect
  Transfers

  	
   

  
	
  9.3

  	
  Non-Recognition of Certain
  Transfers

  	
   

  
	
  9.4

  	
  Withdrawal

  	
   

  
	
   

  	
   

  	
   

  
	
  10. General
  Partner Defaults; Termination

  	
   

  
	
  10.1

  	
  Default and Remedies

  	
   

  
	
  10.2

  	
  Dissolution

  	
   

  
	
  10.3

  	
  Application of Assets

  	
   

  
	
   

  	
   

  	
   

  
	
  11.
  Indemnification of General Partner and Partners

  	
   

  
	
  11.1

  	
  Exculpation

  	
   

  
	
  11.2

  	
  Indemnification

  	
   

  
	
  11.3

  	
  Payment of Indemnification
  Expenses

  	
   

  
	
   

  	
   

  	
   

  
	
  12. Miscellaneous

  	
   

  
	
  12.1

  	
  Notices

  	
   

  
	
  12.2

  	
  Successor and Assigns

  	
   

  
	
  12.3

  	
  Applicable Law

  	
   

  
	
  12.4

  	
  Severability

  	
   

  
	
  12.5

  	
  Counterparts

  	
   

  
	
  12.6

  	
  Entire Agreement

  	
   

  
	
  12.7

  	
  Titles

  	
   

  
	
  12.8

  	
  Further Assurances

  	
   

  
	
  12.9

  	
  Consent to Jurisdiction

  	
   

  
	
  12.10

  	
  Amendments

  	
   

  
	
  12.11

  	
  Waiver of Jury Trial

  	
   

  
	
  12.12

  	
  Confidentiality

  	
   

  



 


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  Schedules

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule A

  	
  Partner Information

  	
   

  
	
  Schedule 3.2

  	
  Form of Bottom Dollar Guarantee

  	
   

  
	
  Schedule 8.4(a)

  	
  Properties Subject to Sale
  Restrictions

  	
   

  



 


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Cabot
Industrial Value Fund, L.P.


 


Second
Amended and Restated Limited Partnership Agreement


 


1.                                      Recitals and Definitions


 


1.1                                 Recitals.  This Second Amended and Restated Limited
Partnership Agreement (this “Agreement”) is entered into as of July 
21, 2005 among Cabot Industrial Value Fund, Inc., a Maryland corporation
(the “General Partner”), as the sole general partner, Cabot Industrial Value
Fund Manager, LLC, a Delaware limited liability company (“Cabot”) as a
limited partner and the other limited partners listed on Schedule A
to amend and restate the Amended and Restated Limited Partnership Agreement
dated of September 30, 2003 (the “Original LP Agreement”) of Cabot
Industrial Value Fund, L.P., a Delaware limited partnership (the “Partnership”).


 


1.2                                 Conversion
of Partners.  Cabot, the General
Partner and the Other Limited Partners were the parties to the Original LP
Agreement.  Each hereby consents to the
conversion of Cabot’s interest from a general partner partnership interest to a
limited partner partnership interest and the conversion of the General Partner’s
interest from a limited partner partnership interest to a general partner
partnership interest.


 


1.3                                 Definitions.  Capitalized terms used in this Agreement
shall have the meanings set forth or referred to below.


 


“Act” means the Delaware Revised Uniform
Limited Partnership Act, as
amended from time to time.


 


“Agreement” - See Section 1.1.


 


“Allowed Asset Management Agreement” – See Section 8.2.


 


“Baltimore Property” is defined in the Merger
Agreement.


 


“Cabot Limited Partners” means Cabot and the
Other Limited Partners.


 


“CapEx” means tenant improvements, leasing
commissions and other capital expenditures to the Properties.


 


“Capital Account” - See Section 3.3.


 


“Capital Call Notice” - See Section 3.1.


 


“Capital Contributions” means the Initial
Capital together with any funds provided to the Partnership by the Partners
pursuant to Section 3.4.


 


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“Certificate” - See Section 2.1.


 


“Code” means the Internal Revenue Code of 1986,
as amended from time to time, and, to the extent applicable, regulations
promulgated thereunder.


 


“Cost Base” means $695,300,000 plus (1) out-of-pocket
diligence, legal, accounting and other transaction costs incurred by any GP Affiliate
in connection with the acquisition of its interest in the General Partner, the
negotiation and consummation of the transactions contemplated by the Merger
Agreement, and the negotiation of the Put/Call Agreement, plus (2) the
cost of acquiring any additional properties by the Partnership or its
Subsidiaries (including out-of-pocket diligence, legal, accounting and other
transaction costs), and less (3) the gross sale proceeds from the sale of
any Property less net closing adjustments and out-of-pocket transaction costs
incurred in connection therewith.


 


“CSFB Agreement” means the letter agreement
dated January 14, 2002, between the Credit Suisse First Boston Corporation
and Cabot Properties LLC as assigned on December 4, 2002 to and assumed by
the Partnership, as amended on December 20, 2002, April 16, 2003 and December 5,
2003.


 


“DCT” means Dividend Capital Trust Inc., a Maryland
corporation.


 


“Fiscal Year” – See Section 4.8.


 


“Funding Partner” – See Section 3.4(c)


 


“General Partner” - See Section 1.1.


 


“General Partner Indemnified Parties” - See
Section.


 


“GP Affiliate” means (i) DCT, (ii) the
General Partner, (iii) any person directly or indirectly through one or
more entities, beneficially owning an equity interest in the General Partner (excluding
shareholders in DCT and their direct and indirect beneficial owners), (iv) any
officer, director, or trustee of the foregoing, or (v) any entity
controlled by, controlling or under common control with DCT or the General
Partner.


 


“GP Affiliate Loan” means a loan from a GP
Affiliate to the Partnership.


 


“Helen Street Property” means the property at
200 Helen Street in South Plainfield, New Jersey indirectly owned by a
subsidiary of the Partnership.


 


“Helen Street Value” is defined in the Merger
Agreement.


 


“Initial Capital” - See Section 3.1.


 


“Limited Partners” means Cabot and the Other
Limited Partners as long as they are partners in the Partnership.


 


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“Merger Agreement” means the Agreement and Plan
of Merger between DCT, DCT Acquisition Corporation, Cabot, and the General
Partner dated as of June 17, 2005.


 


“Net Capital Proceeds” - See Section 6.1.


 


“Operating Cash Flow” - See Section 6.1.


 


“Other Limited Partners” means those parties
listed on Schedule A as other limited partners.


 


“Partner” means each of the General Partner,
Cabot and the Other Limited Partners as long as they are partners in the
Partnership.


 


“Partnership” - See Section 1.1.


 


“Percentage” means, as to each Partner, the
percentage listed on Schedule A as it may be adjusted pursuant to
the terms of this Agreement.


 


“Preferred Percentage” means, as to each Cabot
Limited Partner, the percentage listed on Schedule A as its preferred
percentage.


 


“Properties” - means the properties owned by
the Partnership or any of its direct or indirect subsidiaries as of the date of
this Agreement, or hereafter acquired as permitted under this Agreement.


 


“Put/Call Agreement” means the Put/Call
Agreement dated as of date of this Agreement entered into by the Cabot Limited
Partners, the General Partner and DCT regarding transfers of interests in the
Partnership.


 


“Seattle Property” means that property at South
212th Street, Kent, Washington to be acquired by a subsidiary of the
Partnership.


 


“Seller Pro Rata Percentage” – is defined in
the Merger Agreement.


 


“Seller Representative” – is defined in the
Merger Agreement.


 


“Stockholders” – is defined in the Merger
Agreement.


 


“Subsidiaries” – is defined in the Merger
Agreement.


 


2.                                      Formation of Partnership


 


2.1                                 Organization.  The Partnership has been formed by the filing
of its Certificate of Limited Partnership with the Delaware Secretary of State
pursuant to the Act.  The Certificate of Limited
Partnership may be restated by the General Partner as provided in the Act or
amended by the General Partner to change the name of the Partnership, the
address of the office of the Partnership in Delaware and the name and address
of its resident agent in Delaware or to make


 


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corrections required by the
Act.  The Certificate of Limited
Partnership, as so amended from time to time, is referred to herein as the “Certificate.”  The General Partner shall deliver a copy of
the Certificate and any amendment thereto to any Partner who so requests.


 


2.2                                 Partnership
Name.


 


(a)                                  The
name of the Partnership is “Cabot Industrial Value Fund, L.P.”


 


(b)                                 Within
five business days after the date of this Agreement, the General Partner shall
change the name of the Partnership to “DCT Industrial Value Fund I, L.P.”.


 


(c)                                  Within
five business days after the date of this Agreement, the General Partner will
change its name to “DCT Industrial Value Fund I, Inc.”


 


2.3                                 Purposes
and Powers.  The principal business
activity and purposes of the Partnership shall be to acquire, improve, develop,
finance, hold, own, operate, maintain, manage, hold, lease, redevelop, sell,
mortgage, pledge, exchange, convey, or otherwise dispose of the Properties
either directly or through direct or indirect subsidiaries of the Partnership,
and to engage in all activities necessary, convenient or incidental thereto in
accordance with the terms of this Agreement. 
The business of the Partnership shall be conducted in such a manner as
the General Partner reasonably believes will permit the General Partner at all
times after December 31, 2002 to be classified as a real estate investment
trust under Code Section 856.


 


2.4                                 Principal
Business Office, Registered Office and Registered Agent.


 


(a)                                  The
principal business office of the Partnership shall be located at:


 


c/o
Dividend Capital Trust Inc.

518 17th Street, 17th Floor

Denver, Colorado  80202


 


The principal business office of the Partnership may
be changed from time to time by the General Partner.  The General Partner shall promptly notify the
Partners of any change in such principal business office.


 


(b)                                 The
registered office of the Partnership in the State of Delaware shall be c/o The
Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware,
19801.  The agent for service of process
on the Partnership pursuant to the Act shall be The Corporation Trust Company,
1209 Orange Street, Wilmington, Delaware, 19801.  The registered agent and registered office of
the Partnership may be changed by the General Partner from time to time.  The General Partner shall promptly notify the
Partners of any such change.


 


2.5                                 Qualification
in Other Jurisdictions.  The General
Partner shall cause the Partnership to be qualified or registered to the extent
required under applicable laws in each state in which a Property is located and
in any other jurisdiction in which the Partnership transacts business and shall
be authorized to execute, deliver and file any certificates and documents


 


4





















 


necessary to effect such
qualification or registration, including without limitation the appointment of
agents for service of process in such jurisdictions.


 


2.6                                 Powers.  In furtherance of its purposes, but subject
to all of the provisions of this Agreement, the Partnership shall have and
exercise all of the powers and rights which can be conferred upon limited
partnerships formed pursuant to the Act.


 


2.7                                 Partners.  The Partners of the Partnership and their
addresses are listed on Schedule A.  The General Partner shall amend Schedule A
from time to time by to reflect the withdrawal of Partners or the admission of
additional Partners pursuant to this Agreement.


 


3.                                      Capitalization


 


3.1                                 Initial
Capital Contributions.  The General
Partner has contributed (or will contribute on the date hereof) capital to the
Partnership in the amount shown on Schedule A and each Limited Partner
is deemed to have contributed capital to the Partnership in the amounts shown as
such Partner’s Capital on Schedule A (the “Initial Capital”).


 


3.2                                 GP
Affiliate Loan.  The Partnership has
borrowed and may borrow from time to time GP Affiliate Loans.  The interest rate on a GP Affiliate Loan
shall not be in excess of DCT’s incremental cost of its third party borrowed
funds from time to time.  The maximum
principal amount of the GP Affiliate Loans which when added to the mortgage
debt of the Partnership shall not exceed CapEx plus 50% of the Cost Base.  The GP Affiliate Loan shall have a term of at
least 2 years after the date of this Agreement, shall only require monthly
payments of interest in arrears, with no required payments of principal until after
July 1, 2007.  Each of the Cabot
Limited Partners shall have the right to partially guarantee up to its pro rata
share (based on their relative Percentages) of $4,556,000 million of the initial
GP Affiliate Loan pursuant to “bottom dollar guarantees” in the form of Schedule 3.2
attached hereto.


 


3.3                                 Capital
Accounts.  A separate capital account
(each, a “Capital Account”) shall be maintained for each Partner in
accordance with the rules of Treasury Regulations Section 1.704-1(b)(2)(iv),
and this Section 3.3 shall be interpreted and applied in a manner
consistent therewith.  The balance of
each Partner’s Capital Account as of the date of this Amendment has been
adjusted to equal the fair market value of its interest as set forth on Schedule A.  Whenever the Partnership would be permitted
to adjust the Capital Accounts of the Partners pursuant to Treasury Regulations
Section 1.704-1(b)(2)(iv)(f) to reflect revaluations of Partnership
property, the Partnership shall so adjust the Capital Accounts of the Partners.  In the event that the Capital Accounts of the
Partners are adjusted pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(f) to
reflect revaluations of Partnership property, (i) the Capital Accounts of
the Partners shall be adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g) for
allocations of depreciation, depletion, amortization and gain or loss, as
computed for book purposes, with respect to such property, (ii) the Partners’
distributive shares of depreciation, depletion, amortization and gain or loss,
as computed for tax purposes, with respect to such property shall be determined
so as to take account of the variation between the adjusted tax basis and book
value of such property in the same manner as under Code Section 704(c) and
(iii) the amount of upward and/or downward adjustments to the book value
of the Partnership property


 


5





















 


shall be treated as income,
gain, deduction and/or loss for purposes of applying the allocation provisions
of Article 5.  In the event that
Code Section 704(c) applies to Partnership property, the Capital
Accounts of the Partners shall be adjusted in accordance with Treasury
Regulations Section 1.704-1(b)(2)(iv)(g) for allocations of
depreciation, depletion, amortization and gain and loss, as computed for book
purposes, with respect to such property. 
The Capital Accounts of the Partners shall be maintained solely for the
purpose of allocating income and loss among the Partners for tax purposes, and
shall not affect the distributions payable to any Partner, including upon
liquidation of the Partnership.  The
Partners shall not be required to contribute capital to the Partnership to
restore a deficit balance in its Capital Account upon liquidation or otherwise.


 


3.4                                 Capital
Contributions for Unanticipated Needs.


 


(a)                                  If
the General Partner determines that additional capital is needed for the operations
of the Partnership it may be called in accordance in this Section 3.4.


 


(b)                                 If
the General Partner determines that the Partnership requires additional funds
beyond funds made available pursuant to Section 3.1 or Section 3.2 to
meet its existing obligations or to conduct its business, the General Partner may
give written notice (a “Capital Call Notice”) to the Partners indicating
the amount required by the Partnership and the purpose for which such funds are
required.  Within ten business days of
receipt of such Capital Call Notice, each Partner shall give notice to the
General Partner indicating whether or not it agrees to make an additional
capital contribution to the Partnership in an amount equal to its pro rata
share, based upon their Percentages, of the required funds.  If any Partner elects to make a capital
contribution, then the Partner shall make a capital contribution in the amount
of its pro rata share of the required funds within five business days of such
election.


 


(c)                                  If
any Partner elects not to make an additional capital contribution pursuant to
the Capital Call Notice, any Partner which has agreed to fund its pro rata
share of the requested capital (each a “Funding Partner”) may at any
time thereafter as long as the Partnership continues to require such additional
funds indicated in the Capital Call Notice, give written notice (an “Optional
Funding Notice”) to the other Partners that it is prepared to make all or a
portion of the required funds available to the Partnership.  Each Funding Partner shall be entitled to
provide up to its pro rata share, based on Percentages, of the required funds
by contributing such funds to the Partnership not later than ten business days
after the Optional Funding Notice.


 


(d)                                 After
the contribution of capital pursuant to a Capital Call Notice or Optional
Funding Notice in which not all Partners participate, each Partner’s Percentage
will be adjusted to equal the quotient of (A) the sum of (x) the Partner’s
Initial Capital plus (y) the amount of cash, if any, contributed by the Partner
since the date hereof divided by (B) the sum of (u) all Partners’
Initial Capital plus (v) the aggregate amount of all cash contributed by
all Partners since the date of this Agreement. 
The funds contributed pursuant to a Capital Call Notice or Optional
Funding Notice will not receive any preferred payment, special allocation or
other special treatment other than the foregoing adjustment to Percentages.


 


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(e)                                  Each
Partner acknowledges that the failure to participate in any funding pursuant to
this Section 3.4 may result in a dilution of its interest and rights in
the Partnership.  No Cabot Limited Partner
shall be obligated to provide funds pursuant to this Section 3.4.


 


4.                                      Books; Accounting; Tax Elections; Reports


 


4.1                                 Books
and Records.  The General Partner
shall keep complete and accurate books and records of the Partnership in
accordance with generally accepted accounting principles.  The books of the Partnership shall at all
times be maintained or made available at the principal business office of the Partnership.  A current list of the full name and last
known business address of each Partner, set forth in alphabetical order, a copy
of the Certificate and all amendments thereto, executed copies of all powers of
attorney pursuant to which the Certificate or any certificate of amendment has
been executed, copies of the Partnership’s federal, state and local income tax
returns and reports, if any, for the three most recent years, copies of this
Agreement and of any financial statements of the Partnership for the three most
recent years and all other records required to be maintained pursuant to the
Act shall be maintained at the principal business office of the Partnership.


 


4.2                                 Annual
Financial Statements and Valuation. 
Within ninety (90) days after the end of each Fiscal Year, the General
Partner, at Partnership expense, shall prepare and mail to each Limited Partner
and to each former Partner who withdrew during such Fiscal Year (or to such
former Partner’s legal representative, as applicable) (i) a summary
description of each acquisition or disposition by the Partnership during the
previous Fiscal Year, including any transactions with any GP Affiliate, and (ii) a
statement of all distributions made to such Partner during the previous fiscal
quarter and the previous Fiscal Year and such Partner’s Capital Account balance.  The General Partner shall also furnish to the
Limited Partners a balance sheet and schedule of investments of the
Partnership as of the end of the Fiscal Year and statements of operations, and
cash flow for such Fiscal Year, in each case certified by the General Partner
as true and correct and prepared in accordance with generally accepted
accounting principles as customarily implemented by DCT.  Consistent with the requirements of generally
accepted accounting principles, the Partnership’s assets will be presented on a
book value basis.


 


4.3                                 Quarterly
Financial Statements.  Within sixty
(60) days after the end of each of the first three (3) quarters of each
Fiscal Year, the General Partner shall mail to each Limited Partner unaudited
balance sheets, an unaudited cash flow statement and an unaudited income
statement of the Partnership as at such quarter-end.  The General Partner shall also provide the
Partners with a quarterly report of the Partnership’s business and activities,
including a summary of investments and dispositions made during the prior
quarter.


 


4.4                                 Insurance.  The General Partner shall cause the Properties
to be insured in accordance with customary practices.  In any event, the insurance coverage should
be no less than comparable insurance carried by DCT and its subsidiaries on
properties similar to the Properties.


 


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4.5                                 Right
to Information.  Each Partner shall
have the right at all reasonable times during usual business hours to examine
and make copies of or extracts from the books of account and records of the Partnership
and to have such materials audited at such Partner’s expense.  The General Partner shall promptly furnish to
the Partners (i) such other information bearing on the financial condition
and operations of the Partnership or the status of the Property as a Partner
may from time to time reasonably request and (ii) such information as Cabot
deems necessary or appropriate to comply with the tax disclosure, list
maintenance and registration requirements of Sections 6011, 6111 and 6112 of
the Code and the regulations promulgated thereunder.


 


4.6                                 Filing
of Returns; Tax Information.


 


(a)                                  The
General Partner shall cause the preparation and timely filing of all Partnership
tax returns and reports and shall, on behalf of the Partnership, timely file
all other writings required by any governmental authority having
jurisdiction.  The General Partner shall
timely provide to each Partner information sufficient to permit them to file
their respective income tax returns, including information sufficient to
determine estimated tax payments required with respect to the income of the
Partnership for quarterly estimated tax payments and with respect to any
extension for filing their income tax returns, if applicable.


 


(b)                                 With
respect to any tax return that includes any taxable periods or portions thereof
beginning on or prior to the date of this Agreement (an “Applicable Tax
Return”), the General Partner shall prepare such returns in a manner
consistent with past practice, except as otherwise consented to by Cabot.  The General Partner shall provide copies of
any Applicable Tax Returns to Cabot for review and approval at least forty-five
(45) days prior to the anticipated filing date thereof.  If Cabot objects to the treatment of any item
reflected on such tax return, the parties shall attempt to resolve such dispute
in good faith and if no resolution is reached, will submit the matter to an
independent accounting or law firm for a determination of which party’s
position is supported by the greater weight of authority.  Such determination shall be binding on both
parties.  The General Partner shall not
amend any Applicable Tax Return without the consent of Cabot.


 


4.7                                 Tax
Matters Partner.  The General Partner
shall be the “tax matters partner” for purposes of Section 6231 of the
Code.  The tax matters partner shall keep
the Partners fully apprised of any action required to be taken or which may be
taken by the tax matters partner for the Partnership.


 


4.8                                 Fiscal
and Taxable Year.  The “Fiscal Year”
of the Partnership shall be the same as the taxable year of the Partnership.  The taxable year of the Partnership shall be the
period ending on December 31.


 


4.9                                 Taxation
as Partnership.  The Partners agree
that the Partnership will be taxed as a partnership, and the General Partner
shall use all reasonable efforts to ensure that the Partnership is treated as a
partnership for tax purposes.


 


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5.                                      Allocation Of Income And Loss


 


5.1                                 Allocation
of Profits and Losses.  All items of Partnership
income, gain, loss and deduction as determined for Code Section 704(b) book
purposes shall be allocated among the Partners and credited or debited to their
respective Capital Accounts in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv),
so as to ensure to the maximum extent possible (i) that such allocations
satisfy the economic effect equivalence test of Treasury Regulations Section 1.704-1(b)(2)(ii)(i) (as
provided hereinafter) and (ii) that all allocations of items that cannot
have economic effect (including credits and nonrecourse deductions) are
allocated to the Partners in accordance with the Partners’ interests in the Partnership,
which, unless otherwise required by Code Section 704(b) and the
Treasury Regulations promulgated thereunder, shall be in proportion to their Percentages.  To the extent possible, items that can have
economic effect shall be allocated in such a manner that the balance of each Partner’s
Capital Account at the end of any taxable year (increased by the sum of (a) such
Partner’s “share of partnership minimum gain” as defined in Treasury
Regulations Section 1.704-2(g)(1) and (b) such Partner’s share
of “partner nonrecourse debt minimum gain” as defined in Treasury Regulations Section 1.704-2(i)(5))
would be positive to the extent of the amount of cash that such Partner would
receive (or would be negative to the extent of the amount of cash that such Partner
would be required to contribute to the Partnership) if the Partnership sold all
of its property for an amount of cash equal to the book value (as determined
pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)) of such
property (reduced, but not below zero, by the amount of nonrecourse debt to
which such property is subject) and all of the cash of the Partnership
remaining after payment of all liabilities (other than nonrecourse liabilities)
of the Partnership were distributed in liquidation immediately following the
end of such taxable year in accordance with Section 6.2.


 


5.2                                 Section 704(c) Tax
Allocations.  Except as set forth
below or as required by the Code or Regulations, income, gain, loss and
deduction of the Partnership shall be allocated for tax purposes in the same
manner as such items were allocated for book purposes pursuant to Section 5.1.  With respect to any property of the Partnership
to which Section 704(c) applies or with respect to which the
principles of Section 704(c) apply as a result of any adjustment to
the valuation thereof pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(f),
the Partnership shall use the “traditional method” of allocating income, gain,
deduction and loss, in each case without curative or remedial allocations.  Allocations pursuant to this Section 5.2
shall be for U.S. federal income tax purposes and shall not affect the Capital
Account balances of the Partners.


 


6.                                      Distributions


 


6.1                                 Definitions
Relating to Distributions.  The
following terms have the meanings indicated:


 


“Operating
Cash Flow” means all receipts of the Partnership and its direct or indirect
subsidiaries (other than Net Capital Proceeds, proceeds from the Helen Street
Property pursuant to Section 6.3 below and proceeds from the sale of the Baltimore
Property pursuant to Section 6.4 below) in excess of the following items
(except to the extent any of the following are funded out of reserves or


 


9





















 


proceeds
from capital events):  (i) operating
expenses, (ii) scheduled debt service payments, including debt service on the
GP Affiliate Loan and (iii) the funding of reserves of $0.10 per rentable
square foot at the Properties per year.


 


“Net Capital Proceeds” means proceeds from any
sale (other than proceeds from the Helen Street Property pursuant to Section 6.3
below and from the sale of the Baltimore Property pursuant to Section 6.4
below), refinancing, insurance recovery, eminent domain award or other similar
capital event, in excess of amounts required to pay (i) debt then due, (ii) amounts
expended to purchase additional properties pursuant to a 1031 exchange, and (iii) out-of-pocket
transaction costs.


 


6.2                                 Distributions.  Operating Cash Flow shall be distributed quarterly
as soon as practicable, and in any event, within fifteen days after the end of
each quarter, to the extent such distribution is not prohibited by third-party
debt agreements of the Partnership or a Subsidiary.  Net Capital Proceeds, if any, and any proceeds
from the Helen Street Property pursuant to Section 6.3 below and proceeds
from the Baltimore Property pursuant to Section 6.4 below shall be
distributed as soon as reasonably practicable, and in any event within ten days
after the same become available for distribution, to the extent such
distribution in not prohibited by third-party debt agreements of the
Partnership or a Subsidiary.  All
distributions of Operating Cash Flow and Net Capital Proceeds shall be made to
the Partners in accordance with their Percentages.  Any payments made to the Seller
Representative pursuant to Section 6.3 or Section 6.4 below for
payment to the Stockholders is being made at the request of the Partners who
are GP Affiliates to discharge an obligation of DCT pursuant to the Merger
Agreement.  Any such payments shall be
treated for all purposes of this agreement (including for all tax reporting
purposes) as having been distributed pro rata to those Partners who are GP
Affiliates in proportion to their respective Percentages, and in no event will
any Stockholder be treated as owning any interest in the Partnership for legal,
tax, regulatory or any other purpose. 
Notwithstanding the foregoing, if upon the earlier of (i) a Cabot
Limited Partner ceasing to be a partner in the Partnership, and (ii) the
first anniversary of the date hereof, such Cabot Limited Partner has not
received aggregate distributions of Operating Cash Flow since the date hereof
at a rate of at least 3.5% per annum on its Initial Capital (as shown on Schedule A,
as increased by any additional Capital Contributions made by such Cabot Limited
Partner pursuant to Article 3), then the Partnership shall make a special
distribution to such Cabot Limited Partner of an amount such that, after such
distribution, the Cabot Limited Partner will have received aggregate
distributions of Operating Cash Flow since the date hereof at a rate of 3.5%
per annum on its Initial Capital (as shown on Schedule A, as
increased by any additional Capital Contributions made by such Cabot Limited
Partner pursuant to Article 3).  In
the event that a Cabot Limited Partner receives such special distribution
pursuant to clause (ii) of the preceding sentence, such special
distribution shall be offset against any such Cabot Limited Partner’s share of
subsequent distributions of Operating Cash Flow, if any, to the partners of the
Partnership with respect to the fiscal quarter in which such first anniversary
occurred; but not offset against distributions from any future fiscal quarter.  The General Partner shall contribute
additional capital to fund this special distribution if the Partnership does
not have funds available.


 


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6.3                                 Distributions
Related to the Helen Street Property.


 


(a)                                  “Helen
Street Proceeds” means the sale proceeds received by Partnership (or its
Subsidiaries) upon the sale of the Helen Street Property (net of third party
transaction costs borne by Partnership or its Subsidiaries, including without
limitation any taxes due upon such sale and payable by the Partnership or the
applicable Subsidiary (excluding, for the purposes of clarity, any income taxes
that may be payable by the Partners, any Subsidiary of the Partnership or any direct
or indirect interest holder in a Partner other than any such income taxes
payable upon applicability of the exception set forth in Section 5.5(c) of
the Merger Agreement under which the General Partner could be entitled to treat
such income as income from a prohibited transaction as defined in Section 857(b)(6) of
the Code) and any prepayment premium due on the indebtedness encumbering the
Helen Street Property, all as estimated in good faith by the General Partner
and approved by Cabot, which approval will not be unreasonably withheld).  “Helen Street Preferred Amount” means
Helen Street Proceeds in excess of the Helen Street Value.


 


(b)                                 Once
the sale of the Helen Street Property is consummated pursuant to the current purchase
and sale agreement with Nakash 200 Helen Street LLC (the “P&S”), the
Partnership will pay to (1) the Seller Representative, for payment to the
Stockholders the product of Helen Street Preferred Amount, multiplied by the
Seller Pro Rata Percentage, (2) to each Cabot Limited Partner, the product
of the Helen Street Preferred Amount multiplied by such Cabot Limited Partner’s
Preferred Percentage and (3) the remaining Helen Street Proceeds to the Partners
pro rata in proportion to their Percentages. 
Otherwise the Partnership will entertain unsolicited offers to purchase
the Helen Street Property from prospective purchasers that intend to use the
Helen Street Property for their own use for net sale proceeds that would result
in Helen Street Proceeds greater than the Helen Street Value.  If the current buyer of the Helen Street
Property fails to close under the P&S and the Partnership enters into another
binding contract after the date hereof for the sale of the Helen Street
Property with a purchaser that intends to use the Helen Street Property for its
own use (or for use by an affiliate of the purchaser) within six months after
the date of this Agreement and such transaction is consummated (during or after
such 6 month period), then upon the consummation of such sale the Partnership
will pay, or cause to be paid, to (1) the Seller Representative, for
payment to the Stockholders fifty percent of the product of the Helen Street
Preferred Amount, multiplied by the Seller Pro Rata Percentage, (2) to
each Cabot Limited Partner, fifty percent of the product of the Helen Street
Preferred Amount multiplied by such Cabot Limited Partner’s Preferred
Percentage and (3) the remaining Helen Street Proceeds to the Partners pro
rata in proportion to their Percentages.


 


(c)                                  If
there is a final judgment in or settlement of the litigation involving from the
(A) the Escrow Agreement dated November 18, 2004 for rent from Odd
Job Acquisitions Corp. (the “Helen Street Rent Escrow”) or (B) the
Escrow Letter Agreement dated November 18, 2004 related to improvements to
Helen Street Property (the “Helen Street Improvements Escrow”), each
between a Subsidiary of the Partnership and 200 Helen Street, LLC, within three
years following the Date of this Agreement, then the following shall apply:


 


11





















 


(i)                                     If
the full amount of the Helen Street Rent Escrow is recovered by the Partnership,
then (1) an amount equal to the product of (X) $43,243.16 for the month of
April 2005 and $206,643.76 for each month thereafter until the date of
this Agreement (collectively, the “Helen Street Preferred Rent Escrow Amount”
multiplied by (Y) the Seller Pro Rata Percentage shall be paid to Seller
Representative for payment to the Stockholders, (2) to each Cabot Limited
Partner, the Helen Street Preferred Rent Escrow Amount multiplied by such Cabot
Limited Partner’s Preferred Percentage and (3) the remaining net proceeds
from the Helen Street Rent Escrow to the Partners pro rata in proportion to
their Percentages.


 


(ii)                                  If
less than all of the Helen Rent Street Escrow is recovered by the Partnership
pursuant to such final judgment or settlement, then the amount so recovered
shall be divided between the Seller Representative (for payment to the
Stockholders), the Cabot Limited Partners and the Partnership in the same
proportion that they would have divided the recovery of the full Helen Street
Rent Escrow pursuant to 6.3(c)(i) above.


 


(iii)                               There
shall be paid (1) to Seller Representative for payment to the Stockholders
an amount equal to the product of (X) the amount recovered from the Helen
Street Improvements Escrow multiplied by (Y) the Seller Pro Rata Percentage, and
(2) to each Cabot Limited Partner, the amount recovered from the Helen
Street Improvements Escrow multiplied by such Cabot Limited Partner’s Preferred
Percentage.


 


Notwithstanding the
foregoing, all out-of-pocket expenses (excluding any internal allocated costs) incurred
by the Partnership after the date hereof in connection with the litigation or
settlement of the Helen Street Rent Escrow (which are not otherwise paid or
reimbursed to the Partnership from a third party) shall be deducted from the
Helen Street Rent Escrow prior to any payments made in accordance with the
foregoing.  Unless otherwise agreed to by
Seller Representative (acting on behalf of the Stockholders), if the Helen
Street Property is sold after the date of this Agreement, the Partnership will,
as a condition to such sale, require the purchaser to agree to submit any
payments it receives upon a final judgment in or settlement of the litigation
involving the Helen Street Rent Escrow or the Helen Street Improvements Escrow
to Partnership so that Partnership may pay such amounts to the Seller
Representative or the Cabot Limited Partners as set forth above.


 


6.4                                 Distributions
Related to Baltimore Property.


 


(a)                                  If
the Baltimore Property is sold within twelve months after the date of this
Agreement, General Partner will pay, or cause to be paid within three business
days after the closing of the sale of the Baltimore Property in the following
order:


 


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(i)                                     to
the Seller Representative, for payment to the Stockholders under the Merger
Agreement, an aggregate amount of cash equal to the Seller Pro Rata Percentage
of the first $300,000 of the Baltimore Preferred Proceeds;


 


(ii)                                  to
each Cabot Limited Partner, their Preferred Percentage of first $300,000 of the
Baltimore Preferred Proceeds;


 


(iii)                               to
the General Partner, the next $300,000 of Baltimore Preferred Proceeds;


 


(iv)                              to
the Seller Representative, for payment to the Stockholders under the Merger
Agreement, an aggregate amount of cash equal to the Seller Pro Rata Percentage
of 50% of the Baltimore Preferred Proceeds remaining after (i), (ii) and
(iii);


 


(v)                                 to
each Cabot Limited Partner, their Preferred Percentage of 50% of the Baltimore
Preferred Proceeds remaining after (i), (ii) and (iii);


 


(vi)                              to
the Partners, the remaining Baltimore Proceeds, pro rata in proportion to their
Percentages.


 


(b)                                 The
“Baltimore Proceeds” means the sale proceeds received by the Partnership
(or its Subsidiaries) upon the sale of the Baltimore Property (net of third
party transaction costs, including without limitation, any taxes due upon such
sale, all as estimated in good faith by General Partner and approved by Cabot,
which approval will not be unreasonably withheld).  The “Baltimore Preferred Proceeds”
means Baltimore Proceeds in excess of Thirty Million, Seven Hundred Thousand
Dollars ($30,700,000).


 


(c)                                  If
the tenant at the Baltimore Property commences payment of rent prior to June 1,
2006, then the Partnership shall pay, or cause to be paid,


 


(i)                                     to
the Seller Representative, for payment to the Stockholders, an amount equal to
the product of (A) 50% of the base rent collected from such tenant with
respect to the period prior to June 1, 2006, multiplied by (B) the
Seller Pro Rata Percentage,


 


(ii)                                  to
each Cabot Limited Partner, their Preferred Percentage of 50% of the base rent
collected from such tenant with respect to the period prior to June 1,
2006, and


 


(iii)          to the Partners, the
remaining base rent collected from such tenant with respect to the period prior
to June 1, 2006, pro rata in proportion to their Percentages.


 


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6.5                                 CSFB
Fee.  The Partnership has assumed the
CSFB Agreement.  All amounts paid after
date hereof to CSFB under the CSFB Agreement shall reduce distributions
otherwise payable to Cabot pursuant to this Agreement.  Upon any complete disposition of Cabot’s interest
in the Partnership, Cabot will be required to pay to the Partnership the
remaining balance, if any, owed under the CSFB Agreement.


 


6.6                                 Withholding.  If the Partnership is required by law or
regulation to withhold and pay to any taxing or other governmental authority
any amount otherwise distributable to a Partner, the Partnership shall be
entitled to withhold such amount and the amount so withheld shall for all
purposes of this Agreement be treated as if distributed to such Partner.  If any such amount required to be withheld
with respect to a Partner exceeds the distribution otherwise payable to such
Partner, then such excess shall be treated as an advance against future
distributions otherwise payable to such Partner by the Partnership, and upon
disposition of a Partner’s interest in the Partnership, such Partner shall be
required to repay any such outstanding advances associated with the interest
being disposed of with an interest rate of 5%.


 


7.                                      Rights and Obligations of Partners


 


7.1                                 Limited
Liability.  Except as otherwise
provided in the Act, no Partner shall be obligated personally for any debt,
obligation or liability of the Partnership or of any other Partner, whether
arising in contract, tort or otherwise, solely by reason of being a Partner.


 


7.2                                 Authority.  Unless specifically authorized by the General
Partner, no Partner that is not the General Partner shall be an agent of the Partnership
or have any right, power or authority to act for or to bind the Partnership or
to undertake or assume any obligation or responsibility of the Partnership or
of any other Partner.  Cabot shall,
however, have the rights specified in this Agreement, including without
limitation, the rights to approve certain actions on the part of the Partnership
and to require the Partnership to take certain actions as provided in this
Agreement.


 


8.                                      Rights and Obligations of General Partner and
Management of the Partnership


 


8.1                                 General
Responsibilities.  Except as
otherwise specifically provided in this Agreement, the General Partner shall
have full responsibility and discretion in the day-to-day management and
control of the business and affairs of the Partnership for the purposes stated
in this Agreement.  The General Partner
shall not take any action as to which Cabot has a right of approval without
first obtaining such approval.


 


8.2                                 Contracts
with Affiliates.  The Partnership
shall not enter into any other contracts with, purchase goods or services from,
or otherwise enter into a transaction with any GP Affiliate, except for an Allowed
Asset Management Agreement, without the consent of Cabot which consent will not
be unreasonably withheld.  “Allowed
Asset Management Agreement” means an agreement between the Partnership and
an Affiliate of the General Partner providing asset management services to the
Partnership with a fee not in excess of 0.75% of the Cost Base plus CapEx.


 


14





















 


8.3                                 Compensation
and Expense Reimbursement.  The General
Partner shall not receive any compensation for serving as General Partner.


 


8.4                                 Actions
Requiring Cabot’s Consent.  As long
as Cabot is a partner of the Partnership, the Partnership shall not take any of
the following actions, without the prior approval of Cabot of the specific action:


 


(a)                                  sell
any of the Properties listed on Schedule 8.4(a) prior to the
date indicated on Schedule 8.4(a), except in the form of 1031
exchange that results in no gain or loss to the Partnership as reasonably
determined by Cabot;


 


(b)                                 prepay
any GP Affiliate Loan or amend the terms of any GP Affiliate Loan;


 


(c)                                  prepay
any debt of the Partnership or any direct or indirect subsidiary of the
Partnership other than the Subscription Facility (as defined in the Merger
Agreement) or scheduled payments pursuant to the applicable loan documents;


 


(d)                                 acquire
any additional real property or other material assets, except pursuant to a
1031 exchange pursuant to (a) above and except the Seattle Property;


 


(e)                                  fund
any reserves for any purpose (other than reasonable reserves for contingent
liabilities in connection with the sale of any Property) in excess of $0.10 per
rentable square foot at the Properties per year;


 


(f)                                    pay
for capital expenditures (including, without limitation, capital improvements
or replacements at any Property, tenant improvement costs or allowances, and
leasing commissions) from sources other than a GP Affiliate Loan and from
reserves funded consistent with (e) above;


 


(g)                                 incur
loans from a GP Affiliate in excess of CapEx plus 50% of Cost Base;


 


(h)                                 acquire
interests in any entity;


 


(i)                                     enter
into any new lines of business;


 


(j)                                     change
the Partnership’s accounting
method, either for financial or tax reporting purposes;


 


(k)                                  dissolve
the Partnership;


 


(l)                                     enter
into any merger, consolidation or conversion of legal form of the Partnership;


 


(m)                               initiate
any proceeding under the Federal Bankruptcy Code or any similar law relating to
the protection of creditors, or consent or acquiesce to the initiation against
it of any such proceeding;


 


15





















 


(n)                                 admit
any additional partner to the Partnership; or


 


(o)                                 amend
this Agreement.


 


8.5                                 Fiduciary
Obligation of General Partner.  The
Partners have not limited or eliminated any of the liabilities for a breach of
contract or a breach of duties (including fiduciary duties) of the General
Partner to the Cabot Limited Partners, except as otherwise provided in this
Agreement.


 


8.6                                 Other
Permitted Business.  Except as
otherwise limited by this Agreement, the Partners may engage independently or
with others in other business ventures of every nature and description,
including, without limitation, the rendering of advice or services of any kind
to other investors and the making or management of other investments and serving
as a general partner of other public or private real estate partnerships.  Neither the Partnership nor any Partner shall
have any right by virtue of this Agreement or the partnership relationship
created hereby in or to such other ventures or activities or to the income or
proceeds derived therefrom, and the pursuit of such ventures shall not be
deemed wrongful or improper.


 


9.                                      Transfers of Partnership Interests


 


9.1                                 Prohibition
of Transfers.  Except as provided in Section 9.2,
no Partner shall suffer or permit any transfer of or encumbrance upon such Partner’s
interest in the Partnership without (a) the prior written approval of Cabot,
in the case of transfers of interests of the General Partner, or (b) the
prior written approval of the General Partner, in the case of transfers of a
Cabot Limited Partner.  This section shall
not apply to any transfers under the Put/Call Agreement.


 


9.2                                 Prohibition
of Indirect Transfers.  There shall
be no transfers of direct or indirect interests in the General Partner, except
to a GP Affiliate and except for transfers of interests in DCT.  There shall be no transfers of direct or
indirect interests in a Cabot Limited Partner to other than Robert Patterson,
Andrew Ebbott, Franz Colloredo-Mansfeld, or Howard Hodgson or to trusts or
entities controlled by them or to family members of such Cabot Limited Partner
or trusts for the exclusive benefit of such family members or entities owned
exclusively by such family members.


 


9.3                                 Non-Recognition
of Certain Transfers.  Any transfer or
assignment of any interest in the Partnership not permitted by this Agreement
shall be ineffective and shall not be recognized by the Partnership.  Permitted transferees will be automatically
admitted to the Partnership.


 


9.4                                 Withdrawal.  Except upon the permitted transfer by a Partner
of its entire interest in the Partnership and the admission of such Partner’s
transferee as a substituted partner in compliance with the terms of this
Agreement, no Partner shall have the right to withdraw from the Partnership
without the prior approval of both Cabot and the General Partner.  No Partner shall be entitled to the return of
such Partner’s capital or any other payment upon withdrawal under Section 17-604 of the Act or otherwise.


 


16





















 


10.                               General Partner Defaults; Termination


 


10.1                           Default
and Remedies.  Each of the Partners has
all of their rights under law and at equity to enforce this Agreement and to
seek redress for a breach of this Agreement.


 


10.2                           Dissolution.  The Partnership shall be dissolved upon the
occurrence of any of the following events:


 


(a)                                  unanimous
written consent by the Partners to dissolve the Partnership;


 


(b)                                 the
death, insanity, bankruptcy, retirement, resignation or expulsion of the sole
remaining general partner except that the Partnership may be continued with the consent of
all of the remaining Partners if such consent is given within ninety (90) days
following such event; or


 


(c)                                  the
entry of a decree of judicial dissolution under Section 17-802 of the Act.


 


Dissolution of the Partnership shall be effective on
the day on which the event occurs giving rise to the dissolution, but the Partnership
shall not terminate until the assets of the Partnership have been distributed
as provided herein and a certificate of cancellation of the Partnership has
been filed with the Secretary of State of Delaware.


 


10.3                           Application
of Assets.  In the event of
dissolution, the Partnership shall conduct only such activities as are
necessary to wind up its affairs, including a sale of the assets of the Partnership
in an orderly manner, and the remaining assets of the Partnership shall be
applied in the manner and in the priority set forth in Section 6.2.


 


11.                               Indemnification of General Partner and Partners.


 


11.1                           Exculpation.  Neither the General Partner, any GP
Affiliate, nor any principal, heir, executor, administrator, partner, member,
stockholder, employee, employer, officer, director, manager, agent, successor
or assign of any of the foregoing (including any person who serves at the
request of the General Partner as a director, officer, manager, partner,
employee or agent of another entity in which the Partnership has an interest as
a security holder, creditor or otherwise) (each an “Indemnified Party”)
shall have any liability to the Partnership, or any Partner for any loss
suffered by the Partnership, or any Partner which arises out of any action or
inaction of an Indemnified Party, unless such action or inaction (i) has
an adverse effect upon the Partnership and (ii) constitutes fraud, gross
negligence or willful misconduct of such Indemnified Party, was committed in
bad faith or was the result of active and deliberate dishonesty on the part of
such Indemnified Party.


 


11.2                           Indemnification.  Subject to the limitations contained in this
Section, the Partnership shall indemnify each Indemnified Party against all
losses, liabilities, damages and expenses incurred by such Indemnified Party as
a result of any actions or omissions taken or omitted in connection with
providing services to the Partnership or the performance of the General Partner’s
duties under this Agreement or by reason of any action or omission taken or


 


17





















 


omitted on behalf of the
Partnership.  Such indemnity shall cover,
without implied limitation, judgments, settlements, fines, penalties and
counsel fees reasonably incurred in connection with the defense or disposition
of any action, suit or other proceeding, whether civil or criminal, before or threatened
to be brought before any court or administrative body, in which an Indemnified
Party may be or may have been involved as a party or otherwise, or with which
it may have been threatened, by reason of being or having been an Indemnified
Party, or by reason of any act or omission on behalf of the Partnership or
otherwise taken or omitted in connection with providing services to the
Partnership or the performance of the General Partner’s duties under this
Agreement; provided, however, that an Indemnified Party shall not be entitled
to indemnification pursuant to this Section with respect to any matter as
to which such Indemnified Party shall have been finally adjudicated in any such
action, suit or other proceeding, or otherwise by a court of competent jurisdiction,
including, without limitation, in any action, suit or other proceeding
commenced by any Limited Partner, to have committed an act or omission (i) having
a material adverse effect on the Partnership and (ii) constituting fraud,
gross negligence or willful misconduct, or which was committed in bad faith or
was the result of active and deliberate dishonesty on the part of such
Indemnified Party.  The right of
indemnification provided hereby shall not be exclusive of, and shall not
affect, any other rights to which any Indemnified Party may be entitled and
nothing contained in this Section shall limit any lawful rights to
indemnification existing independently of this Section.


 


11.3                           Payment
of Indemnification Expenses.  Prior
to the final disposition of any claim or proceeding with respect to which any
Indemnified Party may be entitled to indemnification hereunder, at the General
Partner’s discretion the Partnership may pay to the Indemnified Party, in
advance of such final disposition, an amount equal to all expenses of said
Indemnified Party reasonably incurred in the defense of said claim or
proceeding so long as the Partnership has received a written undertaking of
said Indemnified Party to repay to the Partnership the amount so advanced if it
shall be finally determined that said Indemnified Party was not entitled to
indemnification hereunder.  Upon making
full payment to an Indemnified Party for any indemnification claim hereunder,
if the Indemnified Party has no continuing liability with respect to any claim
or proceeding with respect to which such Indemnified Party may be entitled to
indemnification hereunder, the Partnership shall be subrogated to the extent of
such payment to any rights which the Indemnified Party may have to receive
indemnification payments from other Persons with respect to the subject matter
underlying such indemnification claim.


 


12.                               Miscellaneous


 


12.1                           Notices.  Any and all notices, consents, approvals and
other communications required or permitted under this Agreement shall be deemed
adequately given only if in writing addressed to the recipient and delivered (a) in
hand, (b) by mail, postage prepaid and registered with return receipt
requested (c) by expedited commercial carrier which provides evidence of
delivery or refusal, with all freight charges prepaid, or (d) by facsimile.  All notices and other communications shall be
deemed to have been given for all purposes of this Agreement upon the date of
receipt or refusal.  All such notices and
other communications shall be addressed to the Partners at their respective
addresses set forth on Schedule A or at such other addresses as any
of them may designate by notice to the other Partners.


 


18





















 


12.2                           Successor
and Assigns.  The agreements
contained herein shall be binding upon and inure to the benefit of the
permitted successors and assigns of the respective parties hereto.


 


12.3                           Applicable
Law.  This Agreement shall be
construed and enforced in accordance with the laws of the State of
Delaware.  In the event of any conflict
between any provision of this Agreement and any non-mandatory provision of the
Act, the provision of this Agreement shall control.


 


12.4                           Severability.  If for any reason any provision of this
Agreement is determined to be invalid, or unenforceable in any circumstance,
such invalidity or unenforceability shall not impair the effectiveness of the
other provisions in this Agreement or, to the extent permissible, the
effectiveness of such provision in other circumstances.


 


12.5                           Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original of this Agreement
binding on the parties hereto.  A
facsimile signature attached to this Agreement shall be deemed an original
counterpart.


 


12.6                           Entire
Agreement.  This Agreement and the
schedules attached hereto constitute the entire agreement between the parties
hereto with respect to the transactions contemplated herein and supersede all
prior understandings or agreements between the parties.


 


12.7                           Titles.  Titles of provisions of this Agreement are
for descriptive purposes only and shall not control or alter the meanings of
this Agreement as set forth in the text.


 


12.8                           Further
Assurances.  The Partners shall
execute and deliver such further instruments and do such further acts and
things as may be required to carry out the intent and purposes of this
Agreement.


 


12.9                           Consent
to Jurisdiction.  The Partners
consents to the personal jurisdiction of the federal and state courts of the State
of Delaware and agrees that service of process may be made upon the Partner by
certified mail, return-receipt requested, or in any other manner permitted by
law.  Each Partner agrees not to assert
in any action brought in any such court that such action is brought in an
inconvenient forum, or otherwise make any objection to venue or jurisdiction.


 


12.10                     Amendments.  Except as otherwise provided in this
Agreement, no amendment or modification of this Agreement shall be effective
unless reflected in a document executed and delivered by all of the current partners
of the Partnership.


 


12.11                     Waiver of
Jury Trial.  Each of the parties
hereto waives trial by jury in any litigation, suit or proceeding between them
in any court with respect to, in connection with or arising out of this
Agreement, or the validity, interpretation or enforcement thereof.


 


12.12                     Confidentiality.
 Each
Cabot Limited Partner shall and shall use its reasonable best efforts to cause
each of their respective affiliates to, maintain all the information regarding
the Partnership, in strict confidence in accordance with the procedures it uses
to protect its own information of a similar nature and not disclose any such
information to any Person or use any such information for any purpose; provided,
that such restrictions shall not apply to (a) any such


 


19





















 


information which is or
becomes publicly available through no fault of the Cabot Limited Partner or any
of their affiliates, (b) any information which is legitimately received by
the Cabot Limited Partners from a third party (provided such third party is not
known by the Cabot Limited Partner to be bound by an obligation of
confidentiality) and (c) any disclosure required by law or any
governmental authority, so long as notice of such disclosure is given to the
other Partners promptly upon a Cabot Limited Partner becoming aware of such
requirement but in any event prior to making such disclosure, and the Cabot
Limited Partners cooperate with each other may reasonably request to resist
such disclosure.


 


20





















 


Signed as of the date
first set forth above.


 


GENERAL
PARTNER:


 


	
   

  	
  CABOT INDUSTRIAL
  VALUE FUND, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


CABOT:


 


	
   

  	
  CABOT INDUSTRIAL
  VALUE FUND MANAGER, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Cabot Properties, Inc.,
  its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Mark
  Bechard

  
	
   

  	
   

  	
   

  	
  Title: Chief
  Financial Officer and Senior Vice President

  



 


 


Signature
Page to Second Amended and Restated Limited Partnership Agreement


 





















 


	
  OTHER
  LIMITED PARTNERS:

  
	
  GUS Enterprises
  XII, LLC

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 





















 


	
  OTHER
  LIMITED PARTNERS:

  	
   

  
	
  Gordon Gund –
  Grant Gund Generation Skipping Trust

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Trustee:

  	
   

  
				



 





















 


	
  OTHER
  LIMITED PARTNERS:

  	
   

  
	
  Gordon Gund - G.
  Zachary Gund Generation Skipping Trust

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Trustee:

  	
   

  
				



 





















 


OTHER
LIMITED PARTNERS:


	
   

  	
   

  
	
  Ronald L. Skates

  



 





















 


	
  OTHER
  LIMITED PARTNERS:

  	
   

  
	
  Ellmore C.
  Patterson Partners

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 





















 


	
  OTHER
  LIMITED PARTNERS:

  	
   

  
	
  ACP Family Partnership
  L.P.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 





















 


OTHER
LIMITED PARTNERS:


 


 


	
   

  	
   

  
	
  Arthur C.
  Patterson

  



 





















 


OTHER
LIMITED PARTNERS:


 


 


	
  Homestake
  Partners L.P.

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 





















 


	
  OTHER
  LIMITED PARTNERS:

  	
   

  
	
  Burns3 LLC

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 





















 


Schedule A

Partners


 


	
  Partner Name

  	
   

  	
  Notice Address

  	
   

  	
  Percentage

  	
   

  	
  Capital

  	
   

  	
  Preferred

  Percentage

  	
   

  
	
  General Partner

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cabot Industrial Value Fund, Inc. (to be
  renamed DCT Industrial Value Fund I, Inc.)

  	
   

  	
  c/o Dividend Capital Trust Inc.

  518 17th Street, 17th Floor

  Denver, Colorado 80202

  	
   

  	
  86.5646

  	
  %

  	
  $

  	
  274,420,792.02

  	
   

  	
  0

  	
  %

  
	
  Cabot

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cabot Industrial Value Fund Manager, LLC

  	
   

  	
  c/o Cabot Properties, Inc.

  Sixty State Street

  Boston, MA 02109

  	
   

  	
  11.8489

  	
  %

  	
  $

  	
  37,562,665.02

  	
   

  	
  22.1019

  	
  %

  



 


 


Schedule A
to Second Amended and Restated Limited Partnership Agreement


 





















 


	
  Other Limited Partners

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GUS Enterprises XII, LLC

  	
   

  	
  Mr. Ted Baker
Gund Investments Corporation
14 Nassau Street
Princeton, NJ 08542

  	
   

  	
  0.9195

  	
  %

  	
  $

  	
  2,915,005.54

  	
   

  	
  1.0287

  	
  %

  
	
  Gordon Gund – Grant Gund
  Generation Skipping Trust

  	
   

  	
  Mr. Ted Baker
Gund Investments Corporation
14 Nassau Street
Princeton, NJ 08542

  	
   

  	
  0.1151

  	
  %

  	
  $

  	
  364,767.05

  	
   

  	
  0.1287

  	
  %

  
	
  Gordon Gund – G. Zachary
  Gund Generation Skipping Trust

  	
   

  	
  Mr. Ted Baker
Gund Investments Corporation
14 Nassau Street
Princeton, NJ 08542

  	
   

  	
  0.1151

  	
  %

  	
  $

  	
  364,767.05

  	
   

  	
  0.1287

  	
  %

  
	
  Ronald L. Skates

  	
   

  	
  Mr. Ronald L. Skates
4 Boardman Avenue
Manchester-by-the Sea,
MA 01944

  	
   

  	
  0.1151

  	
  %

  	
  $

  	
  364,767.05

  	
   

  	
  0.1287

  	
  %

  
	
  Ellmore C. Patterson
  Partners

  	
   

  	
  Mr. Arthur C. Patterson
c/o MainStreet CPA
124 N. Main Street, Suite 300
Forked River, NJ 08731

  	
   

  	
  0.0536

  	
  %

  	
  $

  	
  170,015.90

  	
   

  	
  0.0600

  	
  %

  
	
  ACP Family Partnership
  L.P.

  	
   

  	
  Mr. Arthur C. Patterson
c/o MainStreet CPA
124 N. Main Street, Suite 300
Forked River, NJ 08731

  	
   

  	
  0.0536

  	
  %

  	
  $

  	
  170,015.90

  	
   

  	
  0.0600

  	
  %

  
	
  Arthur C. Patterson

  	
   

  	
  Mr. Arthur C. Patterson
c/o MainStreet CPA
124 N. Main Street, Suite 300
Forked River, NJ 08731

  	
   

  	
  0.0536

  	
  %

  	
  $

  	
  170,015.90

  	
   

  	
  0.0600

  	
  %

  
	
  Homestake Partners L.P.

  	
   

  	
  Mr. James R. Swartz
c/o MainStreet CPA
124 N. Main Street, Suite 300
Forked River, NJ 08731

  	
   

  	
  0.0536

  	
  %

  	
  $

  	
  170,015.90

  	
   

  	
  0.0600

  	
  %

  
	
  Burns3 LLC

  	
   

  	
  Mr. James R. Swartz
c/o MainStreet CPA
124 N. Main Street, Suite 300
Forked River, NJ 08731

  	
   

  	
  0.1073

  	
  %

  	
  $

  	
  340,031.79

  	
   

  	
  0.1200

  	
  %

  



 





















 


Schedule 3.2

Form of Bottom Dollar Guarantee


 


PARTIAL LIMITED GUARANTY OF
COLLECTION


 


THIS PARTIAL LIMITED GUARANTY OF COLLECTION (“Guaranty”)
is made as of                   ,
2005 by                                               (“Guarantor”),
whose address is                                                                         ,
in favor of Dividend Capital Operating Partnership LP, a Delaware limited
partnership (“Lender”).


 


RECITALS





A.                                   Cabot
Industrial Value Fund, L.P., a Delaware limited partnership (to be renamed DCT
Industrial Value Fund I, L.P., the “Borrower”) has executed and
delivered to Lender a Promissory Note in the principal amount of $50,000,000 (the
“Note”).


 


B.                                     Guarantor
is a limited partner of the Borrower; and


 


C.                                     Lender
is the holder of all right, title and interest in the Note;


 


NOW, THEREFORE, the undersigned hereby agrees as
follows:


 


1.                                       Guarantor
hereby guarantees to Lender, subject to the limitations set forth herein, the
full and prompt payment when due, by acceleration or otherwise, of all
obligations of the Borrower for principal and interest now or hereafter
existing under the Note.  Any payments
made by Guarantor hereunder shall be deemed to be capital contributions to the Borrower.


 


2.                                       Notwithstanding
anything to the contrary set forth herein, Guarantor’s liability hereunder
shall be limited to $                          (the
Guarantor’s “Guaranty Maximum Amount”).


 


3.                                       (a)                                  If
Lender exercises its rights under this Guaranty before exercising and
exhausting all of the Collateral Rights, Lender shall bear the burden of
proving that the Non-Guarantor Recovery would be less than the outstanding
amount of principal and interest due under the Note.


 


(b)                                 As
used herein, “Non-Guarantor Recovery” shall mean the sum of:


 


(i)                                     all
amounts ultimately received, or which would be received, and the fair market
value of all assets transferred, or which would be transferred, to Lender in
full or partial satisfaction of the Note upon the exercise and exhaustion of
any and all of Lender’s rights and remedies against the Borrower available
under the Note and any other security instruments and agreements securing
repayment of the Note (the “Collateral Rights”); and


 


Schedules to Second Amended and Restated Limited
Partnership Agreement


 





















 


(ii)                                  the
sum of any and all other payments received by Lender, other than regularly scheduled
payments due under the Note or payments from any other Partner Guarantor.


 


(c)                                  As
used herein, “Partner Guarantor” shall mean any other guarantor who (x)
is now or hereafter becomes a limited partner of the Borrower, and (y) executes
a guaranty in substantially the form of this Guaranty which by its terms refers
to, and specifies that it is intended to be pari passu with, this
Guaranty.  Guarantor’s obligations
hereunder are intended to be pari passu with those of the other Partner
Guarantors.


 


4.                                       (a)                                  If
Lender desires to exercise its rights hereunder, Lender shall send written
notice (“Guaranty Notice”) to the Guarantor setting forth the Guarantor’s
Guaranty Liability Amount.  Guarantor
shall pay Lender his Guaranty Liability Amount owing hereunder within thirty
days of the receipt of the Guaranty Notice.


 


(b)                                 For
a Guarantor, the “Guaranty Liability Amount” shall be equal to the
lesser of (i) the Guaranty Maximum Amount for the Guarantor and (ii) the
product of a fraction having as its numerator the Guaranty Maximum Amount for
the Guarantor, and as its denominator the current aggregate “Guaranty
Maximum Amounts” for Guarantor and all other Partner Guarantors, multiplied
by the Aggregate Guaranty Liability Amount.


 


(c)                                  The
“Aggregate Guaranty Liability Amount” shall be computed as follows:


 


(i)                                     If
the Non-Guarantor Recovery is less than the current aggregate Guaranty Maximum
Amounts for Guarantor and all Partner Guarantors (“Aggregate Guaranty
Maximum Amounts”), then the Aggregate Guaranty Liability Amount shall equal
the excess of (a) the Aggregate Guaranty Maximum Amounts over (b) the
Non-Guarantor Recovery; and


 


(ii)                                  If
the Non-Guarantor Recovery is at least equal to the Aggregate Guaranty Maximum
Amounts, then the Aggregate Guaranty Liability Amount is zero.


 


5.                                       Guarantor
hereby waives any right of subrogation to Lender’s claims against the Borrower
and any right of indemnity, reimbursement or contributions from the Borrower
with respect to any payment made by Guarantor pursuant hereto.


 


6.                                       All
additional demands, presentments, notices of protest and dishonor, and notices
of every kind and nature, including those of any action or no action on the
part of the Borrower, Lender or Guarantor, are expressly waived by
Guarantor.  Lender may, at its election,
foreclose upon any security held by it in one or more foreclosure sales,
whether or not every aspect of such sale is commercially reasonable, without
affecting or impairing the liability of Guarantor, except to the extent the
indebtedness shall have been paid. 
Guarantor waives any defense arising out of such an election,
notwithstanding that such election may operate to impair or extinguish any
right or any remedy of Guarantor against the Borrower or any security.


 





















 


7.                                       Any
notice or demand hereunder shall be in writing, may be delivered personally or
sent by certified mail with postage prepaid, by reputable courier service with
charges prepaid or by telecopier.  Any
notice or demand sent by certified mail or reputable courier service shall be
addressed to the parties at the addresses set forth below (as to the Guarantor)
or in the Note (as to Lender).  Any
notice or demand hereunder shall be deemed given when received.


 


8.                                       (a)                                  This
Guaranty shall be a continuing Guaranty, and shall be binding upon, and enforceable
against, Guarantor and Guarantor’s successors and assigns.


 


(b)                                 In
the event of the death of Guarantor, or in the event of the death of the
settlor of the inter vivos trust, if Guarantor is a revocable trust, this
Guaranty shall automatically terminate and be of no further force or effect as
of the date nine months after the occurrence of such death.


 


(c)                                  In
the event of (i) a sale or other disposition by a Guarantor of all of his
remaining interests in the Borrower to an unrelated third party in a
transaction in which gain or loss is required to be recognized in its entirety
for U.S. federal income tax purposes or (ii) a transfer by a Guarantor of
all or a portion of his interests in the Borrower in a transaction pursuant to
which the transferee assumes all or a portion of the Guarantor’s obligation
under this Guaranty, this Guaranty (or, in the case of a transfer described in
(ii), the portion hereof assumed by transferee) shall automatically terminate
and be of no further force or effect as of the date of two hundred and seventy
days after the date of such disposition.


 


(d)                                 Notwithstanding
the foregoing, the obligations of the Guarantor shall not terminate under Section 8
in any case if, during the six-month period following such attempted termination,
there has been:


 


(i)                                     an
entry of a decree or order for relief in respect of the Borrower by a court
having jurisdiction over a substantial part of the Borrower’s assets, or the
appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or other similar official) of the Borrower or of any substantial part of its
property, or ordering the winding up or liquidation of the Borrower’s affairs
in an involuntary case under the federal bankruptcy laws, as now or hereafter
constituted, or any other applicable federal or state bankruptcy, insolvency or
other similar law;


 


(ii)                                  the
commencement against the Borrower of any involuntary case under the federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency or other similar law; or


 


(iii)                               the
commencement by the Borrower of a voluntary case under the federal bankruptcy
laws, as now or hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law, or the consent by it to the entry
of an order for relief in any involuntary case under any such law or the
consent by it to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or other similar
official) of the Borrower or of any substantial part of its property, or the
making by it of a


 





















 


general assignment
for the benefit of creditors, or the failure of the Borrower generally to pay
its debts as such debts become due or the taking of any action in furtherance
of any of the foregoing;


 


provided further that after the passage of such
six-month period, the obligations of Guarantor shall terminate as provided
above at the first time that all of the conditions set forth in (i) through
(iii) above are no longer in effect.


 


9.                                       Guarantor
is fully aware of the financial condition of the Borrower, and is executing and
delivering this Agreement based solely upon his own independent investigation
of all matters pertinent hereto and is not relying in any manner upon any
representation or statement of the Lender. 
Guarantor assumes full responsibility for obtaining any additional
information concerning the Borrower’s financial condition and any other matter
pertinent thereto as it may desire, and it is not relying upon or expecting the
Lender to furnish to him any information in the Lender’s possession concerning
the same or any other matter.  Guarantor
has no right to require the Lender to obtain or disclose any information with
respect to the Note, the financial condition or character of the Borrower, any
action or non-action on the part of the Lender or any other person, or any
other matter, fact or occurrence whatsoever. 
Lender may, from time to time, without notice to or consent of
Guarantor, agree to any amendment, waiver, modification or alteration of the
Note or its Collateral Rights, including, without limitation, renewal,
extension, waiver or variation of the maturity of the Note, increase or
reduction of the rate of interest payable under the Note, release, substitution
or addition of any guarantor or endorser and acceptance or release of any
security for such obligation.


 


IN WITNESS WHEREOF, this Guaranty is executed and
delivered as of the date first written above.


 


	
   

  	
  GUARANTOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 





















 


Schedule 8.4(a)

Properties Subject to Sale Restrictions


 


Schedule 8.4(a)


 


	
  State

  	
   

  	
  Seller
  Subsidiary

  	
   

  	
  Earliest
  Sale Date

  	
   

  	
  Seller’s
  Properties

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GA

  	
   

  	
  CIVF I - GA1W14, LLC

  	
   

  	
  10/01/05

  	
   

  	
  5025 South Royal Atlanta Drive

  
	
  GA

  	
   

  	
  CIVF I - GA1W15-W23, LLC

  	
   

  	
  12/31/05

  	
   

  	
  6300 Jimmy Carter Blvd

  
	
  GA

  	
   

  	
   

  	
   

  	
  12/31/05

  	
   

  	
  6290 Jimmy Carter Blvd

  
	
  GA

  	
   

  	
   

  	
   

  	
  12/31/05

  	
   

  	
  6190 Regency Parkway

  
	
  GA

  	
   

  	
   

  	
   

  	
  12/31/05

  	
   

  	
  6230 Regency Parkway

  
	
  GA

  	
   

  	
   

  	
   

  	
  12/31/05

  	
   

  	
  6350 Regency Parkway

  
	
  GA

  	
   

  	
   

  	
   

  	
  12/31/05

  	
   

  	
  6400 Regency Parkway

  
	
  GA

  	
   

  	
   

  	
   

  	
  12/31/05

  	
   

  	
  6375 Regency Parkway

  
	
  GA

  	
   

  	
   

  	
   

  	
  12/31/05

  	
   

  	
  6325 Regency Parkway

  
	
  GA

  	
   

  	
   

  	
   

  	
  12/31/05

  	
   

  	
  6215 Regency Parkway

  
	
  GA

  	
   

  	
  CIVF I - GA1W24, LLC

  	
   

  	
  01/10/06

  	
   

  	
  7340 McGinnis Ferry Road

  
	
  GA

  	
   

  	
  CIVF I - GA1W25, LLC

  	
   

  	
  02/11/06

  	
   

  	
  296 Southfield Parkway

  
	
  IL

  	
   

  	
  CIVF I - IL1M03, LLC

  	
   

  	
  02/04/06

  	
   

  	
  12301-12325 Laramie Ave

  
	
  MA

  	
   

  	
  CIVF I - MA1M01, LLC

  	
   

  	
  08/15/05

  	
   

  	
  275 Wildwood Avenue

  
	
  MD

  	
   

  	
  CIVF I - MD1M02 & MD1M03, LLC

  	
   

  	
  368 days after tenant
  occupancy

  	
   

  	
  7401 Coca Cola Drive

  
	
  MD

  	
   

  	
  CIVF I - MD1M04, LLC

  	
   

  	
  12/19/05

  	
   

  	
  8779 Greenwood Place

  
	
  NJ

  	
   

  	
  CIVF I - NJ1B01, LLC

  	
   

  	
  11/21/05

  	
   

  	
  200 Helen Street

  
	
  NJ

  	
   

  	
  CIVF I - NJ1B02, LLC

  	
   

  	
  11/01/05

  	
   

  	
  47 Brunswick Ave

  
	
  NJ

  	
   

  	
  CIVF I - NJ1W02, LLC

  	
   

  	
  02/25/06

  	
   

  	
  2301 Cottontail Lane

  
	
  OH

  	
   

  	
  CIVF I - OH1B02, LLC

  	
   

  	
  368 days after tenant
  occupancy

  	
   

  	
  1450 Commodity Blvd

  
	
  OH

  	
   

  	
  CIVF I - OH1B03, LLC

  	
   

  	
  12/18/05

  	
   

  	
  4531 Industrial Drive

  
	
  TX

  	
   

  	
  CIVF I - TX1L03, LP

  	
   

  	
  12/13/05

  	
   

  	
  Northpoint LAND

  
	
  TX

  	
   

  	
  CIVF I - TX1L04, LP

  	
   

  	
  12/13/05

  	
   

  	
  AmberPoint LAND

  
	
  TX

  	
   

  	
  CIVF I - TX1B01 &
  B02, M02-M05,

  	
   

  	
  07/26/05

  	
   

  	
  Esters Blvd - LAND

  
	
  TX

  	
   

  	
  W04, W07-W10, L.P.

  	
   

  	
  10/04/05

  	
   

  	
  1225 North 28th Avenue

  
	
  TX

  	
   

  	
   

  	
   

  	
  10/04/05

  	
   

  	
  2700 Esters Blvd

  
	
  TX

  	
   

  	
   

  	
   

  	
  10/04/05

  	
   

  	
  1132 Valwood Parkway

  
	
  TX

  	
   

  	
   

  	
   

  	
  07/26/05

  	
   

  	
  1100 Royal Lane

  
	
  TX

  	
   

  	
   

  	
   

  	
  07/26/05

  	
   

  	
  8300 Esters Blvd

  
	
  TX

  	
   

  	
   

  	
   

  	
  07/26/05

  	
   

  	
  8304 Esters Blvd

  
	
  TX

  	
   

  	
   

  	
   

  	
  07/26/05

  	
   

  	
  8400 Esters Blvd

  
	
  TX

  	
   

  	
   

  	
   

  	
  07/26/05

  	
   

  	
  8404 Esters Blvd

  
	
  TX

  	
   

  	
  CIVF I - TX1W11-TX1W17, LP

  	
   

  	
  12/25/05

  	
   

  	
  14934 Webb Chapel Road

  
	
  TX

  	
   

  	
   

  	
   

  	
  12/25/05

  	
   

  	
  3212 Belt Line Road

  
	
  TX

  	
   

  	
   

  	
   

  	
  12/25/05

  	
   

  	
  3210 Belt Line Road

  
	
  TX

  	
   

  	
   

  	
   

  	
  12/25/05

  	
   

  	
  3208 Belt Line Road

  
	
  TX

  	
   

  	
   

  	
   

  	
  12/25/05

  	
   

  	
  3214 Belt Line Road

  
	
  TX

  	
   

  	
   

  	
   

  	
  12/25/05

  	
   

  	
  3216 Belt Line Road

  
	
  TX

  	
   

  	
   

  	
   

  	
  12/25/05

  	
   

  	
  3218 Belt Line Road

  
	
  TX

  	
   

  	
  CIVF I - TX1W18 & TX1W19, LP

  	
   

  	
  12/25/05

  	
   

  	
  2270 Springlake Road

  
	
  TX

  	
   

  	
   

  	
   

  	
  12/25/05

  	
   

  	
  2290 Springlake Road

  



 





















 


	
  State

  	
   

  	
  Seller
  Subsidiary

  	
   

  	
  Earliest
  Sale Date

  	
   

  	
  Seller’s
  Properties

  
	
  TX

  	
   

  	
  CIVF I - TX1W20 & TX1W21, LP

  	
   

  	
  12/25/05

  	
   

  	
  1313 Valwood Parkway

  
	
  TX

  	
   

  	
   

  	
   

  	
  12/25/05

  	
   

  	
  1321 Valwood Parkway

  
	
  TX

  	
   

  	
  CIVF I - TX1W22, LP

  	
   

  	
  02/11/06

  	
   

  	
  1775 Hurd Drive

  
	
  TX

  	
   

  	
  CIVF I - TX1W23, LP

  	
   

  	
  01/08/06

  	
   

  	
  1515 Champion Drive

  
	
  WA

  	
   

  	
  CIVF I - WA1B01, LLC

  	
   

  	
  04/23/06

  	
   

  	
  800 SW 27th Street

  
	
  WA

  	
   

  	
  CIVF I - WA1M05 & M06, LLC

  	
   

  	
  10/04/05

  	
   

  	
  6307-6215 South 228th Street

  
	
  WA

  	
   

  	
   

  	
   

  	
  10/04/05

  	
   

  	
  7620 South 192nd Street

  
	
  WA

  	
   

  	
  CIVF I - WA1M07, LLC

  	
   

  	
  368 days after
  acquisition

  	
   

  	
  6804-6930 South 212th Street