** **

**Exhibit 10.2**

 

**CABOT INDUSTRIAL VALUEFUND, L.P.**

** **

**Second Amended and RestatedLimited Partnership Agreement**

** **

July 21, 2005

 

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

 

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**Tableof 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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**CabotIndustrial Value Fund, L.P.**

** **

**SecondAmended and Restated Limited Partnership Agreement**

** **

**1.****                                     ****Recitals and Definitions**

 

## 1.1                                 Recitals.  This Second Amended and Restated LimitedPartnership 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 ValueFund Manager, LLC, a Delaware limited liability company (“Cabot”) as alimited partner and the other limited partners listed on Schedule Ato amend and restate the Amended and Restated Limited Partnership Agreementdated of September 30, 2003 (the “Original LP Agreement”) of CabotIndustrial Value Fund, L.P., a Delaware limited partnership (the “Partnership”).

##  

## 1.2                                 Conversionof Partners.  Cabot, the GeneralPartner and the Other Limited Partners were the parties to the Original LPAgreement.  Each hereby consents to theconversion of Cabot’s interest from a general partner partnership interest to alimited partner partnership interest and the conversion of the General Partner’sinterest from a limited partner partnership interest to a general partnerpartnership interest.

##  

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

##  

“Act” means the Delaware Revised UniformLimited****Partnership Act, asamended from time to time.

 

“Agreement” - See Section 1.1.

 

“Allowed Asset Management Agreement” – See Section 8.2.

 

“Baltimore Property” is defined in the MergerAgreement.

 

“Cabot Limited Partners” means Cabot and theOther Limited Partners.

 

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

 

“Capital Account” - See Section 3.3.

 

“Capital Call Notice” - See Section 3.1.

 

“Capital Contributions” means the InitialCapital together with any funds provided to the Partnership by the Partnerspursuant 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, regulationspromulgated thereunder.

 

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

 

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

 

“DCT” means Dividend Capital Trust Inc., a Marylandcorporation.

 

“Fiscal Year” – See Section 4.8.

 

“Funding Partner” – See Section 3.4(c)

 

“General Partner” - See Section 1.1.

 

“General Partner Indemnified Parties” - SeeSection.

 

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

 

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

 

“Helen Street Property” means the property at200 Helen Street in South Plainfield, New Jersey indirectly owned by asubsidiary of the Partnership.

 

“Helen Street Value” is defined in the MergerAgreement.

 

“Initial Capital” - See Section 3.1.

 

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

 

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“Merger Agreement” means the Agreement and Planof Merger between DCT, DCT Acquisition Corporation, Cabot, and the GeneralPartner 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 partieslisted 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 thePartnership.

 

“Partnership” - See Section 1.1.

 

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

 

“Preferred Percentage” means, as to each CabotLimited Partner, the percentage listed on Schedule A as its preferredpercentage.

 

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

 

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

 

“Seattle Property” means that property at South212th Street, Kent, Washington to be acquired by a subsidiary of thePartnership.

 

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

 

“Seller Representative” – is defined in theMerger Agreement.

 

“Stockholders” – is defined in the MergerAgreement.

 

“Subsidiaries” – is defined in the MergerAgreement.

 

**2.****                                     ****Formation of Partnership**

 

## 2.1                                 Organization.  The Partnership has been formed by the filingof its Certificate of Limited Partnership with the Delaware Secretary of Statepursuant to the Act.  The Certificate of LimitedPartnership may be restated by the General Partner as provided in the Act oramended by the General Partner to change the name of the Partnership, theaddress of the office of the Partnership in Delaware and the name and addressof its resident agent in Delaware or to make

##  

## 3

## 

##  

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

##  

## 2.2                                 PartnershipName.

##  

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

###  

### (b)                                 Withinfive business days after the date of this Agreement, the General Partner shallchange the name of the Partnership to “DCT Industrial Value Fund I, L.P.”.

###  

### (c)                                  Withinfive business days after the date of this Agreement, the General Partner willchange its name to “DCT Industrial Value Fund I, Inc.”

###  

## 2.3                                 Purposesand Powers.  The principal businessactivity 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 Propertieseither directly or through direct or indirect subsidiaries of the Partnership,and to engage in all activities necessary, convenient or incidental thereto inaccordance with the terms of this Agreement. The business of the Partnership shall be conducted in such a manner asthe General Partner reasonably believes will permit the General Partner at alltimes after December 31, 2002 to be classified as a real estate investmenttrust under Code Section 856.

##  

## 2.4                                 PrincipalBusiness Office, Registered Office and Registered Agent.

##  

### (a)                                  Theprincipal business office of the Partnership shall be located at:

###  

c/oDividend Capital Trust Inc.518 17th Street, 17th FloorDenver, Colorado  80202

 

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

 

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

###  

## 2.5                                 Qualificationin Other Jurisdictions.  The GeneralPartner shall cause the Partnership to be qualified or registered to the extentrequired under applicable laws in each state in which a Property is located andin any other jurisdiction in which the Partnership transacts business and shallbe authorized to execute, deliver and file any certificates and documents

##  

## 4

## 

##  

## necessary to effect suchqualification or registration, including without limitation the appointment ofagents for service of process in such jurisdictions.

##  

## 2.6                                 Powers.  In furtherance of its purposes, but subjectto all of the provisions of this Agreement, the Partnership shall have andexercise all of the powers and rights which can be conferred upon limitedpartnerships formed pursuant to the Act.

##  

## 2.7                                 Partners.  The Partners of the Partnership and theiraddresses are listed on Schedule A.  The General Partner shall amend Schedule Afrom time to time by to reflect the withdrawal of Partners or the admission ofadditional Partners pursuant to this Agreement.

##  

**3.****                                     ****Capitalization**

 

## 3.1                                 InitialCapital Contributions.  The GeneralPartner has contributed (or will contribute on the date hereof) capital to thePartnership in the amount shown on Schedule A and each Limited Partneris deemed to have contributed capital to the Partnership in the amounts shown assuch Partner’s Capital on Schedule A (the “Initial Capital”).

##  

## 3.2                                 GPAffiliate Loan.  The Partnership hasborrowed and may borrow from time to time GP Affiliate Loans.  The interest rate on a GP Affiliate Loanshall not be in excess of DCT’s incremental cost of its third party borrowedfunds from time to time.  The maximumprincipal amount of the GP Affiliate Loans which when added to the mortgagedebt of the Partnership shall not exceed CapEx plus 50% of the Cost Base.  The GP Affiliate Loan shall have a term of atleast 2 years after the date of this Agreement, shall only require monthlypayments of interest in arrears, with no required payments of principal until afterJuly 1, 2007.  Each of the CabotLimited Partners shall have the right to partially guarantee up to its pro ratashare (based on their relative Percentages) of $4,556,000 million of the initialGP Affiliate Loan pursuant to “bottom dollar guarantees” in the form of Schedule 3.2attached hereto.

##  

## 3.3                                 CapitalAccounts.  A separate capital account(each, a “Capital Account”) shall be maintained for each Partner inaccordance 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 mannerconsistent therewith.  The balance ofeach Partner’s Capital Account as of the date of this Amendment has beenadjusted to equal the fair market value of its interest as set forth on Schedule A.  Whenever the Partnership would be permittedto adjust the Capital Accounts of the Partners pursuant to Treasury RegulationsSection 1.704-1(b)(2)(iv)(f) to reflect revaluations of Partnershipproperty, the Partnership shall so adjust the Capital Accounts of the Partners.  In the event that the Capital Accounts of thePartners are adjusted pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(f) toreflect revaluations of Partnership property, (i) the Capital Accounts ofthe Partners shall be adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g) forallocations of depreciation, depletion, amortization and gain or loss, ascomputed 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 determinedso as to take account of the variation between the adjusted tax basis and bookvalue 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 valueof the Partnership property

##  

## 5

## 

##  

## shall be treated as income,gain, deduction and/or loss for purposes of applying the allocation provisionsof Article 5.  In the event thatCode Section 704(c) applies to Partnership property, the CapitalAccounts of the Partners shall be adjusted in accordance with TreasuryRegulations Section 1.704-1(b)(2)(iv)(g) for allocations ofdepreciation, depletion, amortization and gain and loss, as computed for bookpurposes, with respect to such property. The Capital Accounts of the Partners shall be maintained solely for thepurpose of allocating income and loss among the Partners for tax purposes, andshall not affect the distributions payable to any Partner, including uponliquidation of the Partnership.  ThePartners shall not be required to contribute capital to the Partnership torestore a deficit balance in its Capital Account upon liquidation or otherwise.

##  

## 3.4                                 CapitalContributions for Unanticipated Needs.

##  

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

###  

### (b)                                 Ifthe General Partner determines that the Partnership requires additional fundsbeyond funds made available pursuant to Section 3.1 or Section 3.2 tomeet its existing obligations or to conduct its business, the General Partner maygive written notice (a “Capital Call Notice”) to the Partners indicatingthe amount required by the Partnership and the purpose for which such funds arerequired.  Within ten business days ofreceipt of such Capital Call Notice, each Partner shall give notice to theGeneral Partner indicating whether or not it agrees to make an additionalcapital contribution to the Partnership in an amount equal to its pro ratashare, based upon their Percentages, of the required funds.  If any Partner elects to make a capitalcontribution, then the Partner shall make a capital contribution in the amountof its pro rata share of the required funds within five business days of suchelection.

###  

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

###  

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

###  

### 6

### 

###  

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

###  

**4.****                                     ****Books; Accounting; Tax Elections; Reports**

 

## 4.1                                 Booksand Records.  The General Partnershall keep complete and accurate books and records of the Partnership inaccordance with generally accepted accounting principles.  The books of the Partnership shall at alltimes be maintained or made available at the principal business office of the Partnership.  A current list of the full name and lastknown business address of each Partner, set forth in alphabetical order, a copyof the Certificate and all amendments thereto, executed copies of all powers ofattorney pursuant to which the Certificate or any certificate of amendment hasbeen executed, copies of the Partnership’s federal, state and local income taxreturns and reports, if any, for the three most recent years, copies of thisAgreement and of any financial statements of the Partnership for the three mostrecent years and all other records required to be maintained pursuant to theAct shall be maintained at the principal business office of the Partnership.

##  

## 4.2                                 AnnualFinancial Statements and Valuation. Within ninety (90) days after the end of each Fiscal Year, the GeneralPartner, at Partnership expense, shall prepare and mail to each Limited Partnerand to each former Partner who withdrew during such Fiscal Year (or to suchformer Partner’s legal representative, as applicable) (i) a summarydescription of each acquisition or disposition by the Partnership during theprevious Fiscal Year, including any transactions with any GP Affiliate, and (ii) astatement of all distributions made to such Partner during the previous fiscalquarter and the previous Fiscal Year and such Partner’s Capital Account balance.  The General Partner shall also furnish to theLimited Partners a balance sheet and schedule of investments of thePartnership as of the end of the Fiscal Year and statements of operations, andcash flow for such Fiscal Year, in each case certified by the General Partneras true and correct and prepared in accordance with generally acceptedaccounting principles as customarily implemented by DCT.  Consistent with the requirements of generallyaccepted accounting principles, the Partnership’s assets will be presented on abook value basis.

##  

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

##  

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

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## 7

## 

##  

## 4.5                                 Rightto Information.  Each Partner shallhave the right at all reasonable times during usual business hours to examineand make copies of or extracts from the books of account and records of the Partnershipand to have such materials audited at such Partner’s expense.  The General Partner shall promptly furnish tothe Partners (i) such other information bearing on the financial conditionand operations of the Partnership or the status of the Property as a Partnermay from time to time reasonably request and (ii) such information as Cabotdeems necessary or appropriate to comply with the tax disclosure, listmaintenance and registration requirements of Sections 6011, 6111 and 6112 ofthe Code and the regulations promulgated thereunder.

##  

## 4.6                                 Filingof Returns; Tax Information.

##  

### (a)                                  TheGeneral Partner shall cause the preparation and timely filing of all Partnershiptax returns and reports and shall, on behalf of the Partnership, timely fileall other writings required by any governmental authority havingjurisdiction.  The General Partner shalltimely provide to each Partner information sufficient to permit them to filetheir respective income tax returns, including information sufficient todetermine estimated tax payments required with respect to the income of thePartnership for quarterly estimated tax payments and with respect to anyextension for filing their income tax returns, if applicable.

###  

### (b)                                 Withrespect to any tax return that includes any taxable periods or portions thereofbeginning on or prior to the date of this Agreement (an “Applicable TaxReturn”), the General Partner shall prepare such returns in a mannerconsistent with past practice, except as otherwise consented to by Cabot.  The General Partner shall provide copies ofany 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 itemreflected on such tax return, the parties shall attempt to resolve such disputein good faith and if no resolution is reached, will submit the matter to anindependent accounting or law firm for a determination of which party’sposition is supported by the greater weight of authority.  Such determination shall be binding on bothparties.  The General Partner shall notamend any Applicable Tax Return without the consent of Cabot.

###  

## 4.7                                 TaxMatters Partner.  The General Partnershall be the “tax matters partner” for purposes of Section 6231 of theCode.  The tax matters partner shall keepthe Partners fully apprised of any action required to be taken or which may betaken by the tax matters partner for the Partnership.

##  

## 4.8                                 Fiscaland 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 theperiod ending on December 31.

##  

## 4.9                                 Taxationas Partnership.  The Partners agreethat the Partnership will be taxed as a partnership, and the General Partnershall use all reasonable efforts to ensure that the Partnership is treated as apartnership for tax purposes.

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## 8

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##  

**5.****                                     ****Allocation Of Income And Loss**

 

## 5.1                                 Allocationof Profits and Losses.  All items of Partnershipincome, gain, loss and deduction as determined for Code Section 704(b) bookpurposes shall be allocated among the Partners and credited or debited to theirrespective 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 allocationssatisfy the economic effect equivalence test of Treasury Regulations Section 1.704-1(b)(2)(ii)(i) (asprovided hereinafter) and (ii) that all allocations of items that cannothave economic effect (including credits and nonrecourse deductions) areallocated to the Partners in accordance with the Partners’ interests in the Partnership,which, unless otherwise required by Code Section 704(b) and theTreasury Regulations promulgated thereunder, shall be in proportion to their Percentages.  To the extent possible, items that can haveeconomic effect shall be allocated in such a manner that the balance of each Partner’sCapital Account at the end of any taxable year (increased by the sum of (a) suchPartner’s “share of partnership minimum gain” as defined in TreasuryRegulations Section 1.704-2(g)(1) and (b) such Partner’s shareof “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 wouldreceive (or would be negative to the extent of the amount of cash that such Partnerwould be required to contribute to the Partnership) if the Partnership sold allof its property for an amount of cash equal to the book value (as determinedpursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)) of suchproperty (reduced, but not below zero, by the amount of nonrecourse debt towhich such property is subject) and all of the cash of the Partnershipremaining after payment of all liabilities (other than nonrecourse liabilities)of the Partnership were distributed in liquidation immediately following theend of such taxable year in accordance with Section 6.2.

##  

## 5.2                                 Section 704(c) TaxAllocations.  Except as set forthbelow or as required by the Code or Regulations, income, gain, loss anddeduction of the Partnership shall be allocated for tax purposes in the samemanner as such items were allocated for book purposes pursuant to Section 5.1.  With respect to any property of the Partnershipto which Section 704(c) applies or with respect to which theprinciples of Section 704(c) apply as a result of any adjustment tothe 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 5.2shall be for U.S. federal income tax purposes and shall not affect the CapitalAccount balances of the Partners.

##  

**6.****                                     ****Distributions**

 

## 6.1                                 DefinitionsRelating to Distributions.  Thefollowing terms have the meanings indicated:

##  

“OperatingCash Flow” means all receipts of the Partnership and its direct or indirectsubsidiaries (other than Net Capital Proceeds, proceeds from the Helen StreetProperty pursuant to Section 6.3 below and proceeds from the sale of the BaltimoreProperty 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

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proceedsfrom capital events):  (i) operatingexpenses, (ii) scheduled debt service payments, including debt service on theGP Affiliate Loan and (iii) the funding of reserves of $0.10 per rentablesquare foot at the Properties per year.

 

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

 

## 6.2                                 Distributions.  Operating Cash Flow shall be distributed quarterlyas soon as practicable, and in any event, within fifteen days after the end ofeach quarter, to the extent such distribution is not prohibited by third-partydebt agreements of the Partnership or a Subsidiary.  Net Capital Proceeds, if any, and any proceedsfrom the Helen Street Property pursuant to Section 6.3 below and proceedsfrom the Baltimore Property pursuant to Section 6.4 below shall bedistributed as soon as reasonably practicable, and in any event within ten daysafter the same become available for distribution, to the extent suchdistribution in not prohibited by third-party debt agreements of thePartnership or a Subsidiary.  Alldistributions of Operating Cash Flow and Net Capital Proceeds shall be made tothe Partners in accordance with their Percentages.  Any payments made to the SellerRepresentative pursuant to Section 6.3 or Section 6.4 below forpayment to the Stockholders is being made at the request of the Partners whoare GP Affiliates to discharge an obligation of DCT pursuant to the MergerAgreement.  Any such payments shall betreated for all purposes of this agreement (including for all tax reportingpurposes) as having been distributed pro rata to those Partners who are GPAffiliates in proportion to their respective Percentages, and in no event willany 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 CabotLimited Partner ceasing to be a partner in the Partnership, and (ii) thefirst anniversary of the date hereof, such Cabot Limited Partner has notreceived aggregate distributions of Operating Cash Flow since the date hereofat 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 LimitedPartner pursuant to Article 3), then the Partnership shall make a specialdistribution to such Cabot Limited Partner of an amount such that, after suchdistribution, the Cabot Limited Partner will have received aggregatedistributions 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, asincreased by any additional Capital Contributions made by such Cabot LimitedPartner pursuant to Article 3).  Inthe event that a Cabot Limited Partner receives such special distributionpursuant to clause (ii) of the preceding sentence, such specialdistribution shall be offset against any such Cabot Limited Partner’s share ofsubsequent distributions of Operating Cash Flow, if any, to the partners of thePartnership with respect to the fiscal quarter in which such first anniversaryoccurred; but not offset against distributions from any future fiscal quarter.  The General Partner shall contributeadditional capital to fund this special distribution if the Partnership doesnot have funds available.

##  

## 10

## 

##  

## 6.3                                 DistributionsRelated to the Helen Street Property.

##  

### (a)                                  “HelenStreet Proceeds” means the sale proceeds received by Partnership (or itsSubsidiaries) upon the sale of the Helen Street Property (net of third partytransaction costs borne by Partnership or its Subsidiaries, including withoutlimitation any taxes due upon such sale and payable by the Partnership or theapplicable Subsidiary (excluding, for the purposes of clarity, any income taxesthat may be payable by the Partners, any Subsidiary of the Partnership or any director indirect interest holder in a Partner other than any such income taxespayable upon applicability of the exception set forth in Section 5.5(c) ofthe Merger Agreement under which the General Partner could be entitled to treatsuch income as income from a prohibited transaction as defined in Section 857(b)(6) ofthe Code) and any prepayment premium due on the indebtedness encumbering theHelen Street Property, all as estimated in good faith by the General Partnerand approved by Cabot, which approval will not be unreasonably withheld).  “Helen Street Preferred Amount” meansHelen Street Proceeds in excess of the Helen Street Value.

###  

### (b)                                 Oncethe sale of the Helen Street Property is consummated pursuant to the current purchaseand sale agreement with Nakash 200 Helen Street LLC (the “P&S”), thePartnership will pay to (1) the Seller Representative, for payment to theStockholders the product of Helen Street Preferred Amount, multiplied by theSeller Pro Rata Percentage, (2) to each Cabot Limited Partner, the productof the Helen Street Preferred Amount multiplied by such Cabot Limited Partner’sPreferred Percentage and (3) the remaining Helen Street Proceeds to the Partnerspro rata in proportion to their Percentages. Otherwise the Partnership will entertain unsolicited offers to purchasethe Helen Street Property from prospective purchasers that intend to use theHelen Street Property for their own use for net sale proceeds that would resultin Helen Street Proceeds greater than the Helen Street Value.  If the current buyer of the Helen StreetProperty fails to close under the P&S and the Partnership enters into anotherbinding contract after the date hereof for the sale of the Helen StreetProperty with a purchaser that intends to use the Helen Street Property for itsown use (or for use by an affiliate of the purchaser) within six months afterthe date of this Agreement and such transaction is consummated (during or aftersuch 6 month period), then upon the consummation of such sale the Partnershipwill pay, or cause to be paid, to (1) the Seller Representative, forpayment to the Stockholders fifty percent of the product of the Helen StreetPreferred Amount, multiplied by the Seller Pro Rata Percentage, (2) toeach Cabot Limited Partner, fifty percent of the product of the Helen StreetPreferred Amount multiplied by such Cabot Limited Partner’s PreferredPercentage and (3) the remaining Helen Street Proceeds to the Partners prorata in proportion to their Percentages.

###  

### (c)                                  Ifthere is a final judgment in or settlement of the litigation involving from the(A) the Escrow Agreement dated November 18, 2004 for rent from OddJob Acquisitions Corp. (the “Helen Street Rent Escrow”) or (B) theEscrow Letter Agreement dated November 18, 2004 related to improvements toHelen Street Property (the “Helen Street Improvements Escrow”), eachbetween a Subsidiary of the Partnership and 200 Helen Street, LLC, within threeyears following the Date of this Agreement, then the following shall apply:

###  

### 11

### 

###  

#### (i)                                     Ifthe 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 ofApril 2005 and $206,643.76 for each month thereafter until the date ofthis Agreement (collectively, the “Helen Street Preferred Rent Escrow Amount”multiplied by (Y) the Seller Pro Rata Percentage shall be paid to SellerRepresentative for payment to the Stockholders, (2) to each Cabot LimitedPartner, the Helen Street Preferred Rent Escrow Amount multiplied by such CabotLimited Partner’s Preferred Percentage and (3) the remaining net proceedsfrom the Helen Street Rent Escrow to the Partners pro rata in proportion totheir Percentages.

####  

#### (ii)                                  Ifless than all of the Helen Rent Street Escrow is recovered by the Partnershippursuant to such final judgment or settlement, then the amount so recoveredshall be divided between the Seller Representative (for payment to theStockholders), the Cabot Limited Partners and the Partnership in the sameproportion that they would have divided the recovery of the full Helen StreetRent Escrow pursuant to 6.3(c)(i) above.

####  

#### (iii)                               Thereshall be paid (1) to Seller Representative for payment to the Stockholdersan amount equal to the product of (X) the amount recovered from the HelenStreet Improvements Escrow multiplied by (Y) the Seller Pro Rata Percentage, and(2) to each Cabot Limited Partner, the amount recovered from the HelenStreet Improvements Escrow multiplied by such Cabot Limited Partner’s PreferredPercentage.

####  

#### Notwithstanding theforegoing, all out-of-pocket expenses (excluding any internal allocated costs) incurredby the Partnership after the date hereof in connection with the litigation orsettlement of the Helen Street Rent Escrow (which are not otherwise paid orreimbursed to the Partnership from a third party) shall be deducted from theHelen Street Rent Escrow prior to any payments made in accordance with theforegoing.  Unless otherwise agreed to bySeller Representative (acting on behalf of the Stockholders), if the HelenStreet 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 anypayments it receives upon a final judgment in or settlement of the litigationinvolving the Helen Street Rent Escrow or the Helen Street Improvements Escrowto Partnership so that Partnership may pay such amounts to the SellerRepresentative or the Cabot Limited Partners as set forth above.

####  

## 6.4                                 DistributionsRelated to Baltimore Property.

##  

### (a)                                  Ifthe Baltimore Property is sold within twelve months after the date of thisAgreement, General Partner will pay, or cause to be paid within three businessdays after the closing of the sale of the Baltimore Property in the followingorder:

###  

### 12

### 

###  

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

####  

#### (ii)                                  toeach Cabot Limited Partner, their Preferred Percentage of first $300,000 of theBaltimore Preferred Proceeds;

####  

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

####  

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

####  

#### (v)                                 toeach Cabot Limited Partner, their Preferred Percentage of 50% of the BaltimorePreferred Proceeds remaining after (i), (ii) and (iii);

####  

#### (vi)                              tothe Partners, the remaining Baltimore Proceeds, pro rata in proportion to theirPercentages.

####  

### (b)                                 The“Baltimore Proceeds” means the sale proceeds received by the Partnership(or its Subsidiaries) upon the sale of the Baltimore Property (net of thirdparty transaction costs, including without limitation, any taxes due upon suchsale, 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 ThousandDollars ($30,700,000).

###  

### (c)                                  Ifthe 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)                                     tothe Seller Representative, for payment to the Stockholders, an amount equal tothe product of (A) 50% of the base rent collected from such tenant withrespect to the period prior to June 1, 2006, multiplied by (B) theSeller Pro Rata Percentage,

####  

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

####  

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

####  

#### 13

#### 

####  

## 6.5                                 CSFBFee.  The Partnership has assumed theCSFB Agreement.  All amounts paid afterdate hereof to CSFB under the CSFB Agreement shall reduce distributionsotherwise payable to Cabot pursuant to this Agreement.  Upon any complete disposition of Cabot’s interestin the Partnership, Cabot will be required to pay to the Partnership theremaining balance, if any, owed under the CSFB Agreement.

##  

## 6.6                                 Withholding.  If the Partnership is required by law orregulation to withhold and pay to any taxing or other governmental authorityany amount otherwise distributable to a Partner, the Partnership shall beentitled to withhold such amount and the amount so withheld shall for allpurposes of this Agreement be treated as if distributed to such Partner.  If any such amount required to be withheldwith respect to a Partner exceeds the distribution otherwise payable to suchPartner, then such excess shall be treated as an advance against futuredistributions otherwise payable to such Partner by the Partnership, and upondisposition of a Partner’s interest in the Partnership, such Partner shall berequired to repay any such outstanding advances associated with the interestbeing disposed of with an interest rate of 5%.

##  

**7.****                                     ****Rights and Obligations of Partners**

 

## 7.1                                 LimitedLiability.  Except as otherwiseprovided in the Act, no Partner shall be obligated personally for any debt,obligation or liability of the Partnership or of any other Partner, whetherarising in contract, tort or otherwise, solely by reason of being a Partner.

##  

## 7.2                                 Authority.  Unless specifically authorized by the GeneralPartner, no Partner that is not the General Partner shall be an agent of the Partnershipor have any right, power or authority to act for or to bind the Partnership orto undertake or assume any obligation or responsibility of the Partnership orof any other Partner.  Cabot shall,however, have the rights specified in this Agreement, including withoutlimitation, the rights to approve certain actions on the part of the Partnershipand to require the Partnership to take certain actions as provided in thisAgreement.

##  

**8.****                                     ****Rights and Obligations of General Partner andManagement of the Partnership**

 

## 8.1                                 GeneralResponsibilities.  Except asotherwise specifically provided in this Agreement, the General Partner shallhave full responsibility and discretion in the day-to-day management andcontrol of the business and affairs of the Partnership for the purposes statedin this Agreement.  The General Partnershall not take any action as to which Cabot has a right of approval withoutfirst obtaining such approval.

##  

## 8.2                                 Contractswith Affiliates.  The Partnershipshall 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 AllowedAsset Management Agreement, without the consent of Cabot which consent will notbe unreasonably withheld.  “AllowedAsset Management Agreement” means an agreement between the Partnership andan Affiliate of the General Partner providing asset management services to thePartnership with a fee not in excess of 0.75% of the Cost Base plus CapEx.

##  

## 14

## 

##  

## 8.3                                 Compensationand Expense Reimbursement.  The GeneralPartner shall not receive any compensation for serving as General Partner.

##  

## 8.4                                 ActionsRequiring Cabot’s Consent.  As longas Cabot is a partner of the Partnership, the Partnership shall not take any ofthe following actions, without the prior approval of Cabot of the specific action:

##  

### (a)                                  sellany of the Properties listed on Schedule 8.4(a) prior to thedate indicated on Schedule 8.4(a), except in the form of 1031exchange that results in no gain or loss to the Partnership as reasonablydetermined by Cabot;

###  

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

###  

### (c)                                  prepayany debt of the Partnership or any direct or indirect subsidiary of thePartnership other than the Subscription Facility (as defined in the MergerAgreement) or scheduled payments pursuant to the applicable loan documents;

###  

### (d)                                 acquireany additional real property or other material assets, except pursuant to a1031 exchange pursuant to (a) above and except the Seattle Property;

###  

### (e)                                  fundany reserves for any purpose (other than reasonable reserves for contingentliabilities in connection with the sale of any Property) in excess of $0.10 perrentable square foot at the Properties per year;

###  

### (f)                                    payfor capital expenditures (including, without limitation, capital improvementsor replacements at any Property, tenant improvement costs or allowances, andleasing commissions) from sources other than a GP Affiliate Loan and fromreserves funded consistent with (e) above;

###  

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

###  

### (h)                                 acquireinterests in any entity;

###  

### (i)                                     enterinto any new lines of business;

###  

### (j)                                     changethe Partnership’s******accountingmethod, either for financial or tax reporting purposes;

###  

### (k)                                  dissolvethe Partnership;

###  

### (l)                                     enterinto any merger, consolidation or conversion of legal form of the Partnership;

###  

### (m)                               initiateany proceeding under the Federal Bankruptcy Code or any similar law relating tothe protection of creditors, or consent or acquiesce to the initiation againstit of any such proceeding;

###  

### 15

### 

###  

### (n)                                 admitany additional partner to the Partnership; or

###  

### (o)                                 amendthis Agreement.

###  

## 8.5                                 FiduciaryObligation of General Partner.  ThePartners have not limited or eliminated any of the liabilities for a breach ofcontract or a breach of duties (including fiduciary duties) of the GeneralPartner to the Cabot Limited Partners, except as otherwise provided in thisAgreement.

##  

## 8.6                                 OtherPermitted Business.  Except asotherwise limited by this Agreement, the Partners may engage independently orwith others in other business ventures of every nature and description,including, without limitation, the rendering of advice or services of any kindto other investors and the making or management of other investments and servingas a general partner of other public or private real estate partnerships.  Neither the Partnership nor any Partner shallhave any right by virtue of this Agreement or the partnership relationshipcreated hereby in or to such other ventures or activities or to the income orproceeds derived therefrom, and the pursuit of such ventures shall not bedeemed wrongful or improper.

##  

**9.****                                     ****Transfers of Partnership Interests**

 

## 9.1                                 Prohibitionof Transfers.  Except as provided in Section 9.2,no Partner shall suffer or permit any transfer of or encumbrance upon such Partner’sinterest in the Partnership without (a) the prior written approval of Cabot,in the case of transfers of interests of the General Partner, or (b) theprior written approval of the General Partner, in the case of transfers of aCabot Limited Partner.  This section shallnot apply to any transfers under the Put/Call Agreement.

##  

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

##  

## 9.3                                 Non-Recognitionof Certain Transfers.  Any transfer orassignment of any interest in the Partnership not permitted by this Agreementshall be ineffective and shall not be recognized by the Partnership.  Permitted transferees will be automaticallyadmitted to the Partnership.

##  

## 9.4                                 Withdrawal.  Except upon the permitted transfer by a Partnerof its entire interest in the Partnership and the admission of such Partner’stransferee as a substituted partner in compliance with the terms of thisAgreement, no Partner shall have the right to withdraw from the Partnershipwithout the prior approval of both Cabot and the General Partner.  No Partner shall be entitled to the return ofsuch 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                           Defaultand Remedies.  Each of the Partners hasall of their rights under law and at equity to enforce this Agreement and toseek redress for a breach of this Agreement.

##  

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

##  

### (a)                                  unanimouswritten consent by the Partners to dissolve the Partnership;

###  

### (b)                                 thedeath, insanity, bankruptcy, retirement, resignation or expulsion of the soleremaining general partner******except that the Partnership may be continued with the consent ofall of the remaining Partners if such consent is given within ninety (90) daysfollowing such event; or

###  

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

###  

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

 

## 10.3                           Applicationof Assets.  In the event ofdissolution, the Partnership shall conduct only such activities as arenecessary to wind up its affairs, including a sale of the assets of the Partnershipin an orderly manner, and the remaining assets of the Partnership shall beapplied 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 GPAffiliate, nor any principal, heir, executor, administrator, partner, member,stockholder, employee, employer, officer, director, manager, agent, successoror assign of any of the foregoing (including any person who serves at therequest of the General Partner as a director, officer, manager, partner,employee or agent of another entity in which the Partnership has an interest asa security holder, creditor or otherwise) (each an “Indemnified Party”)shall have any liability to the Partnership, or any Partner for any losssuffered by the Partnership, or any Partner which arises out of any action orinaction of an Indemnified Party, unless such action or inaction (i) hasan adverse effect upon the Partnership and (ii) constitutes fraud, grossnegligence or willful misconduct of such Indemnified Party, was committed inbad faith or was the result of active and deliberate dishonesty on the part ofsuch Indemnified Party.

##  

## 11.2                           Indemnification.  Subject to the limitations contained in thisSection, the Partnership shall indemnify each Indemnified Party against alllosses, liabilities, damages and expenses incurred by such Indemnified Party asa result of any actions or omissions taken or omitted in connection withproviding services to the Partnership or the performance of the General Partner’sduties under this Agreement or by reason of any action or omission taken or

##  

## 17

## 

##  

## omitted on behalf of thePartnership.  Such indemnity shall cover,without implied limitation, judgments, settlements, fines, penalties andcounsel fees reasonably incurred in connection with the defense or dispositionof any action, suit or other proceeding, whether civil or criminal, before or threatenedto be brought before any court or administrative body, in which an IndemnifiedParty may be or may have been involved as a party or otherwise, or with whichit may have been threatened, by reason of being or having been an IndemnifiedParty, or by reason of any act or omission on behalf of the Partnership orotherwise taken or omitted in connection with providing services to thePartnership or the performance of the General Partner’s duties under thisAgreement; provided, however, that an Indemnified Party shall not be entitledto indemnification pursuant to this Section with respect to any matter asto which such Indemnified Party shall have been finally adjudicated in any suchaction, suit or other proceeding, or otherwise by a court of competent jurisdiction,including, without limitation, in any action, suit or other proceedingcommenced by any Limited Partner, to have committed an act or omission (i) havinga material adverse effect on the Partnership and (ii) constituting fraud,gross negligence or willful misconduct, or which was committed in bad faith orwas the result of active and deliberate dishonesty on the part of suchIndemnified Party.  The right ofindemnification provided hereby shall not be exclusive of, and shall notaffect, any other rights to which any Indemnified Party may be entitled andnothing contained in this Section shall limit any lawful rights toindemnification existing independently of this Section.

##  

## 11.3                           Paymentof Indemnification Expenses.  Priorto the final disposition of any claim or proceeding with respect to which anyIndemnified Party may be entitled to indemnification hereunder, at the GeneralPartner’s discretion the Partnership may pay to the Indemnified Party, inadvance of such final disposition, an amount equal to all expenses of saidIndemnified Party reasonably incurred in the defense of said claim orproceeding so long as the Partnership has received a written undertaking ofsaid Indemnified Party to repay to the Partnership the amount so advanced if itshall be finally determined that said Indemnified Party was not entitled toindemnification hereunder.  Upon makingfull payment to an Indemnified Party for any indemnification claim hereunder,if the Indemnified Party has no continuing liability with respect to any claimor proceeding with respect to which such Indemnified Party may be entitled toindemnification hereunder, the Partnership shall be subrogated to the extent ofsuch payment to any rights which the Indemnified Party may have to receiveindemnification payments from other Persons with respect to the subject matterunderlying such indemnification claim.

##  

**12.****                              ****Miscellaneous**

 

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

##  

## 18

## 

##  

## 12.2                           Successorand Assigns.  The agreementscontained herein shall be binding upon and inure to the benefit of thepermitted successors and assigns of the respective parties hereto.

##  

## 12.3                           ApplicableLaw.  This Agreement shall beconstrued and enforced in accordance with the laws of the State ofDelaware.  In the event of any conflictbetween any provision of this Agreement and any non-mandatory provision of theAct, the provision of this Agreement shall control.

##  

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

##  

## 12.5                           Counterparts.  This Agreement may be executed in any numberof counterparts, each of which shall be deemed an original of this Agreementbinding on the parties hereto.  Afacsimile signature attached to this Agreement shall be deemed an originalcounterpart.

##  

## 12.6                           EntireAgreement.  This Agreement and theschedules attached hereto constitute the entire agreement between the partieshereto with respect to the transactions contemplated herein and supersede allprior understandings or agreements between the parties.

##  

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

##  

## 12.8                           FurtherAssurances.  The Partners shallexecute and deliver such further instruments and do such further acts andthings as may be required to carry out the intent and purposes of thisAgreement.

##  

## 12.9                           Consentto Jurisdiction.  The Partnersconsents to the personal jurisdiction of the federal and state courts of the Stateof Delaware and agrees that service of process may be made upon the Partner bycertified mail, return-receipt requested, or in any other manner permitted bylaw.  Each Partner agrees not to assertin any action brought in any such court that such action is brought in aninconvenient forum, or otherwise make any objection to venue or jurisdiction.

##  

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

##  

## 12.11                     Waiver ofJury Trial.  Each of the partieshereto waives trial by jury in any litigation, suit or proceeding between themin any court with respect to, in connection with or arising out of thisAgreement, or the validity, interpretation or enforcement thereof.

##  

12.12                     Confidentiality.** **EachCabot Limited Partner shall and shall use its reasonable best efforts to causeeach of their respective affiliates to, maintain all the information regardingthe Partnership, in strict confidence in accordance with the procedures it usesto protect its own information of a similar nature and not disclose any suchinformation 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 orbecomes publicly available through no fault of the Cabot Limited Partner or anyof their affiliates, (b) any information which is legitimately received bythe Cabot Limited Partners from a third party (provided such third party is notknown by the Cabot Limited Partner to be bound by an obligation ofconfidentiality) and (c) any disclosure required by law or anygovernmental authority, so long as notice of such disclosure is given to theother Partners promptly upon a Cabot Limited Partner becoming aware of suchrequirement but in any event prior to making such disclosure, and the CabotLimited Partners cooperate with each other may reasonably request to resistsuch disclosure.

 

20

----

 

Signed as of the datefirst set forth above.

 

**GENERALPARTNER:**

 
|   | 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 |

 

 

**SignaturePage 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: |   |
|                                                          |          |  |  |

 

----

 

**OTHERLIMITED 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: |   |
|                              |        |  |  |

 

----

 

**OTHERLIMITED PARTNERS:**

 

 
|                 |   |
|----------------------|--------|
| Arthur C.  Patterson |

 

----

 

**OTHERLIMITED PARTNERS:**

 

 
| Homestake  Partners L.P. |   |
|--------------------------|--------|
| By:                      |   |   |   |
|                     | Name:  |   |
|                     | Title: |   |
|                          |        |  |  |

 

----

 
| **OTHER  LIMITED PARTNERS:** |   |
|------------------------------|--------|
| Burns3 LLC                   |   |
| By:                          |   |   |   |
|                         | Name:  |   |
|                         | Title: |   |
|                              |        |  |  |

 

----

 

**Schedule APartners**

 
| **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 Ato Second Amended and Restated Limited Partnership Agreement**

 

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| Other Limited Partners                                        |   |                                                                                                             |   |   |   |   |         |   |   |
|---------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|--------------|--------|--------|
| GUS Enterprises XII, LLC                                      |   | Mr. Ted BakerGund Investments Corporation14 Nassau StreetPrinceton, NJ 08542                           |   | 0.9195 | %      | $      | 2,915,005.54 |   | 1.0287 | % |
| Gordon Gund – Grant Gund  Generation Skipping Trust      |   | Mr. Ted BakerGund Investments Corporation14 Nassau StreetPrinceton, NJ 08542                           |   | 0.1151 | %      | $      | 364,767.05   |   | 0.1287 | % |
| Gordon Gund – G. Zachary  Gund Generation Skipping Trust |   | Mr. Ted BakerGund Investments Corporation14 Nassau StreetPrinceton, NJ 08542                           |   | 0.1151 | %      | $      | 364,767.05   |   | 0.1287 | % |
| Ronald L. Skates                                              |   | Mr. Ronald L. Skates4 Boardman AvenueManchester-by-the Sea,MA 01944                               |   | 0.1151 | %      | $      | 364,767.05   |   | 0.1287 | % |
| Ellmore C. Patterson  Partners                                |   | Mr. Arthur C. Pattersonc/o MainStreet CPA124 N. Main Street, Suite 300Forked River, NJ 08731 |   | 0.0536 | %      | $      | 170,015.90   |   | 0.0600 | % |
| ACP Family Partnership  L.P.                                  |   | Mr. Arthur C. Pattersonc/o MainStreet CPA124 N. Main Street, Suite 300Forked River, NJ 08731 |   | 0.0536 | %      | $      | 170,015.90   |   | 0.0600 | % |
| Arthur C. Patterson                                           |   | Mr. Arthur C. Pattersonc/o MainStreet CPA124 N. Main Street, Suite 300Forked River, NJ 08731 |   | 0.0536 | %      | $      | 170,015.90   |   | 0.0600 | % |
| Homestake Partners L.P.                                       |   | Mr. James R. Swartzc/o MainStreet CPA124 N. Main Street, Suite 300Forked River, NJ 08731     |   | 0.0536 | %      | $      | 170,015.90   |   | 0.0600 | % |
| Burns3 LLC                                                    |   | Mr. James R. Swartzc/o MainStreet CPA124 N. Main Street, Suite 300Forked River, NJ 08731     |   | 0.1073 | %      | $      | 340,031.79   |   | 0.1200 | % |

 

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**Schedule 3.2Form of Bottom Dollar Guarantee**

** **

**PARTIAL LIMITED GUARANTY OFCOLLECTION**

** **

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 limitedpartnership (“Lender”).

 

**RECITALS**

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

 

B.                                     Guarantoris a limited partner of the Borrower; and

 

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

 

NOW, THEREFORE, the undersigned hereby agrees asfollows:

 

1.                                       Guarantorhereby guarantees to Lender, subject to the limitations set forth herein, thefull and prompt payment when due, by acceleration or otherwise, of allobligations of the Borrower for principal and interest now or hereafterexisting under the Note.  Any paymentsmade by Guarantor hereunder shall be deemed to be capital contributions to the Borrower.

 

2.                                       Notwithstandinganything to the contrary set forth herein, Guarantor’s liability hereundershall be limited to $                          (theGuarantor’s “Guaranty Maximum Amount”).

 

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

 

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

 

(i)                                     allamounts ultimately received, or which would be received, and the fair marketvalue of all assets transferred, or which would be transferred, to Lender infull or partial satisfaction of the Note upon the exercise and exhaustion ofany and all of Lender’s rights and remedies against the Borrower availableunder the Note and any other security instruments and agreements securingrepayment of the Note (the “Collateral Rights”); and

 

**Schedules to Second Amended and Restated LimitedPartnership Agreement**

 

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

 

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

 

4.                                       (a)                                  IfLender desires to exercise its rights hereunder, Lender shall send writtennotice (“Guaranty Notice”) to the Guarantor setting forth the Guarantor’sGuaranty Liability Amount.  Guarantorshall pay Lender his Guaranty Liability Amount owing hereunder within thirtydays of the receipt of the Guaranty Notice.

 

(b)                                 Fora Guarantor, the “Guaranty Liability Amount” shall be equal to thelesser of (i) the Guaranty Maximum Amount for the Guarantor and (ii) theproduct of a fraction having as its numerator the Guaranty Maximum Amount forthe Guarantor, and as its denominator the current aggregate “GuarantyMaximum Amounts” for Guarantor and all other Partner Guarantors, multipliedby the Aggregate Guaranty Liability Amount.

 

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

 

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

 

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

 

5.                                       Guarantorhereby waives any right of subrogation to Lender’s claims against the Borrowerand any right of indemnity, reimbursement or contributions from the Borrowerwith respect to any payment made by Guarantor pursuant hereto.

 

6.                                       Alladditional demands, presentments, notices of protest and dishonor, and noticesof every kind and nature, including those of any action or no action on thepart of the Borrower, Lender or Guarantor, are expressly waived byGuarantor.  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, withoutaffecting or impairing the liability of Guarantor, except to the extent theindebtedness shall have been paid. Guarantor waives any defense arising out of such an election,notwithstanding that such election may operate to impair or extinguish anyright or any remedy of Guarantor against the Borrower or any security.

 

----

 

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

 

8.                                       (a)                                  ThisGuaranty shall be a continuing Guaranty, and shall be binding upon, and enforceableagainst, Guarantor and Guarantor’s successors and assigns.

 

(b)                                 Inthe event of the death of Guarantor, or in the event of the death of thesettlor of the inter vivos trust, if Guarantor is a revocable trust, thisGuaranty shall automatically terminate and be of no further force or effect asof the date nine months after the occurrence of such death.

 

(c)                                  Inthe event of (i) a sale or other disposition by a Guarantor of all of hisremaining interests in the Borrower to an unrelated third party in atransaction in which gain or loss is required to be recognized in its entiretyfor U.S. federal income tax purposes or (ii) a transfer by a Guarantor ofall or a portion of his interests in the Borrower in a transaction pursuant towhich the transferee assumes all or a portion of the Guarantor’s obligationunder this Guaranty, this Guaranty (or, in the case of a transfer described in(ii), the portion hereof assumed by transferee) shall automatically terminateand be of no further force or effect as of the date of two hundred and seventydays after the date of such disposition.

 

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

 

(i)                                     anentry of a decree or order for relief in respect of the Borrower by a courthaving jurisdiction over a substantial part of the Borrower’s assets, or theappointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator(or other similar official) of the Borrower or of any substantial part of itsproperty, or ordering the winding up or liquidation of the Borrower’s affairsin an involuntary case under the federal bankruptcy laws, as now or hereafterconstituted, or any other applicable federal or state bankruptcy, insolvency orother similar law;

 

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

 

(iii)                               thecommencement by the Borrower of a voluntary case under the federal bankruptcylaws, as now or hereafter constituted, or any other applicable federal or statebankruptcy, insolvency or other similar law, or the consent by it to the entryof an order for relief in any involuntary case under any such law or theconsent by it to the appointment of or taking possession by a receiver,liquidator, assignee, custodian, trustee, sequestrator (or other similarofficial) of the Borrower or of any substantial part of its property, or themaking by it of a

 

----

 

general assignmentfor the benefit of creditors, or the failure of the Borrower generally to payits debts as such debts become due or the taking of any action in furtheranceof any of the foregoing;

 

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

 

9.                                       Guarantoris fully aware of the financial condition of the Borrower, and is executing anddelivering this Agreement based solely upon his own independent investigationof all matters pertinent hereto and is not relying in any manner upon anyrepresentation or statement of the Lender. Guarantor assumes full responsibility for obtaining any additionalinformation concerning the Borrower’s financial condition and any other matterpertinent thereto as it may desire, and it is not relying upon or expecting theLender to furnish to him any information in the Lender’s possession concerningthe same or any other matter.  Guarantorhas no right to require the Lender to obtain or disclose any information withrespect to the Note, the financial condition or character of the Borrower, anyaction or non-action on the part of the Lender or any other person, or anyother matter, fact or occurrence whatsoever. Lender may, from time to time, without notice to or consent ofGuarantor, agree to any amendment, waiver, modification or alteration of theNote or its Collateral Rights, including, without limitation, renewal,extension, waiver or variation of the maturity of the Note, increase orreduction of the rate of interest payable under the Note, release, substitutionor addition of any guarantor or endorser and acceptance or release of anysecurity for such obligation.

 

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

 
|   | GUARANTOR |
|--------|-----------|
|   |      |
|   |      |
|   |      |   |
|   |      |
|   |      |
|   | Address:  |
|   |      |
|   |      |   |
|   |      |   |
|   |      |   |
|        |           |  |  |

 

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**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  |

 

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