DCT Industrial Trust Inc. Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 30th, 2002 • Dividend Capital Trust Inc • Real estate investment trusts • Maryland
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EXHIBIT 10.5 LIMITED PARTNERSHIP AGREEMENT OF DIVIDEND CAPITAL OPERATING PARTNERSHIP LP A DELAWARE LIMITED PARTNERSHIP MAY 30, 2002 TABLE OF CONTENTS
Limited Partnership Agreement • August 5th, 2002 • Dividend Capital Trust Inc • Real estate investment trusts • Delaware
FORM OF ESCROW AGREEMENT BETWEEN DIVIDEND CAPITAL TRUST INC. AND WELLS FARGO BANK WEST, N.A. __________, 2002
Escrow Agreement • July 15th, 2002 • Dividend Capital Trust Inc • Real estate investment trusts • Colorado
WITNESSETH:
Management Agreement • July 15th, 2002 • Dividend Capital Trust Inc • Real estate investment trusts • Colorado
DCT INDUSTRIAL TRUST INC. (A Maryland corporation) 20,000,000 Shares of Common Stock PURCHASE AGREEMENT
Purchase Agreement • August 9th, 2013 • DCT Industrial Trust Inc. • Real estate investment trusts • New York
CREDIT AGREEMENT Dated as of August 17, 2010 among DCT INDUSTRIAL OPERATING PARTNERSHIP LP, a Delaware limited partnership, as the Borrower The Lenders Party Hereto and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer,...
Credit Agreement • August 20th, 2010 • DCT Industrial Trust Inc. • Real estate investment trusts • New York

This CREDIT AGREEMENT is entered into as of August 17, 2010, among DCT INDUSTRIAL OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

AMENDED AND RESTATED ADVISORY AGREEMENT DIVIDEND CAPITAL TRUST INC.
Advisory Agreement • November 26th, 2003 • Dividend Capital Trust Inc • Real estate investment trusts • Colorado

THIS AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of November 21, 2003, as amended, is between Dividend Capital Trust Inc., a Maryland corporation (the “Company”), and Dividend Capital Advisors LLC, a Colorado limited liability company (the “Advisor”) and amends the Advisory Agreement (the “Original Agreement”) dated as of July 11, 2002 by and among the same parties.

EMPLOYMENT AGREEMENT
Employment Agreement • October 10th, 2012 • DCT Industrial Trust Inc. • Real estate investment trusts • Colorado

EMPLOYMENT AGREEMENT (“Agreement”) dated as of October 9, 2012, by and between DCT Industrial Trust Inc. with its principal place of business at 518 Seventeenth Street, Suite 800, Denver, Colorado 80202 (the “Company”), and Philip L. Hawkins, residing at the address set forth on the signature page hereof (the “Executive”).

DISTRIBUTION AGREEMENT
Distribution Agreement • March 23rd, 2010 • DCT Industrial Trust Inc. • Real estate investment trusts • New York

DCT Industrial Trust Inc., a Maryland corporation (the “Company”), and DCT Industrial Operating Partnership LP, a Delaware limited partnership and the Company’s operating partnership subsidiary (the “Operating Partnership”), confirm their agreements with J.P. Morgan Securities Inc., as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (“JPMS”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below (this “Agreement”), of 20,000,000 shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. The Shares are described in the Prospectus referred to below.

DISTRIBUTION AGREEMENT
Distribution Agreement • November 20th, 2012 • DCT Industrial Trust Inc. • Real estate investment trusts • New York

DCT Industrial Trust Inc., a Maryland corporation (the “Company”), and DCT Industrial Operating Partnership LP, a Delaware limited partnership and the Company’s operating partnership subsidiary (the “Operating Partnership”), confirm their agreements with Wells Fargo Securities, LLC, as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (“Wells Fargo”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below (this “Agreement”), of 20,000,000 shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. The Shares are described in the Prospectus referred to below.

EXHIBIT 10.2 ADVISORY AGREEMENT DIVIDEND CAPITAL TRUST INC. TABLE OF CONTENTS
Advisory Agreement • August 5th, 2002 • Dividend Capital Trust Inc • Real estate investment trusts
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2009 • DCT Industrial Trust Inc. • Real estate investment trusts • Colorado

This Second Amendment to Employment Agreement (this “Amendment”), effective as of December 19, 2008, is made by and between DCT Industrial Trust Inc. (f/k/a Dividend Capital Trust Inc.), a Maryland corporation (the “Company”), and Michael J. Ruen (the “Executive”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • August 5th, 2011 • DCT Industrial Trust Inc. • Real estate investment trusts • Colorado

CHANGE IN CONTROL AGREEMENT (“Agreement”) dated as of June 20, 2011, by and between DCT Industrial Trust Inc. with its principal place of business at 518 Seventeenth Street, Suite 800, Denver, Colorado 80202 (the “Company”), and Charla Rios, residing at the address set forth on the signature page hereof (the “Executive”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 29th, 2008 • DCT Industrial Trust Inc. • Real estate investment trusts • Colorado

This First Amendment to Employment Agreement (this “Amendment”), effective as of December 18, 2007, is made by and between DCT Industrial Trust Inc. (f/k/a Dividend Capital Trust Inc.), a Maryland corporation (the “Company”), and Michael J. Ruen (the “Executive”).

AMENDED AND RESTATED DEALER MANAGER AGREEMENT
Dealer Manager Agreement • July 7th, 2005 • Dividend Capital Trust Inc • Real estate investment trusts • New York

Dividend Capital Trust Inc., a Maryland corporation (the "Company"), and Dividend Capital Securities LLC (the "Dealer Manager") entered into a Dealer Manager Agreement on July 17, 2002 in connection with the Company's initial public offering of a maximum of 30,000,000 shares of its common stock, $.01 par value per share, of which amount 1,000,000 shares were to be sold upon exercise of soliciting dealer warrants to be issued to the Dealer Manager or to broker-dealers participating in such offering, with the balance of 25,000,000 shares to be issued and sold to the public at a per share cash purchase price of $10.00 for an aggregate purchase price of $250,000,000, and 4,000,000 shares to be offered pursuant to the Company's distribution reinvestment plan.

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 9th, 2007 • DCT Industrial Trust Inc. • Real estate investment trusts • Maryland

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of this day of October, 2006, by and between DCT Industrial Trust Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • October 19th, 2006 • DCT Industrial Trust Inc. • Real estate investment trusts • Colorado

THIS AGREEMENT (this “Agreement”), dated as of October 10, 2006, is made by and between DIVIDEND CAPITAL TRUST INC., a Maryland corporation (the “REIT”) and EVAN H. ZUCKER (the “Principal”).

DISTRIBUTION AGREEMENT
Distribution Agreement • May 30th, 2013 • DCT Industrial Trust Inc. • Real estate investment trusts • New York

DCT Industrial Trust Inc., a Maryland corporation (the “Company”), and DCT Industrial Operating Partnership LP, a Delaware limited partnership and the Company’s operating partnership subsidiary (the “Operating Partnership”), confirm their agreements with [Name of Agent], as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below (this “Agreement”), of 20,000,000 shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. The Shares are described in the Prospectus referred to below.

CREDIT AGREEMENT dated as of December 9, 2005 among DIVIDEND CAPITAL OPERATING PARTNERSHIP LP The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and U.S. BANK NATIONAL ASSOCIATION As Syndication Agent and COMMERZBANK AG...
Credit Agreement • July 7th, 2006 • Dividend Capital Trust Inc • Real estate investment trusts • New York

CREDIT AGREEMENT dated as of December 9,2005 among DIVIDEND CAPITAL OPERATING PARTNERSHIP LP, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF DCT INDUSTRIAL OPERATING PARTNERSHIP LP A DELAWARE LIMITED PARTNERSHIP October 10, 2006
Limited Partnership Agreement • October 13th, 2006 • DCT Industrial Trust Inc. • Real estate investment trusts • Delaware

This Amended and Restated Agreement of Limited Partnership (this “Agreement”) is entered into as of October 10, 2006, between DCT Industrial Trust Inc., a Maryland corporation (f/k/a Dividend Capital Trust Inc.) (the “General Partner”), and the Limited Partners set forth on Exhibit A hereto. This Agreement amends, restates and replaces in its entirety the Limited Partnership Agreement of Dividend Capital Operating Partnership LP, dated May 30, 2002, as amended July 26, 2002 and October 10, 2006 (the “Original Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

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EXHIBIT 10.2 ADVISORY AGREEMENT DIVIDEND CAPITAL TRUST INC. TABLE OF CONTENTS
Advisory Agreement • July 3rd, 2002 • Dividend Capital Trust Inc • Real estate investment trusts
FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 21st, 2013 • DCT Industrial Trust Inc. • Real estate investment trusts • Colorado

This First Amendment to Change in Control Agreement (this “Amendment”), effective as of October 9, 2012, is made by and between DCT Industrial Trust Inc., a Maryland corporation (the “Company”), and Charla K. Rios (the “Executive”).

FORM OF SELECTED DEALER AGREEMENT
Dealer Manager Agreement • June 8th, 2005 • Dividend Capital Trust Inc • Real estate investment trusts • Colorado

Dividend Capital Securities LLC, as the dealer manager ("Dealer Manager") for Dividend Capital Trust Inc. (the "Company"), a Maryland corporation which will be taxed as a real estate investment trust, invites you (the "Dealer") to participate in the distribution of shares of common stock ("Shares") of the Company subject to the following terms:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 19th, 2006 • DCT Industrial Trust Inc. • Real estate investment trusts • New York

THIS AGREEMENT (this “Agreement”), dated as of October 10, 2006 is made by and among DIVIDEND CAPITAL TRUST INC., a Maryland corporation (the “REIT”), and DIVIDEND CAPITAL ADVISORS GROUP LLC, a Colorado limited liability company (the “Advisor Parent”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 5th, 2012 • DCT Industrial Trust Inc. • Real estate investment trusts • California

EMPLOYMENT AGREEMENT (“Agreement”) dated as of December 4, 2012, by and between DCT Industrial Trust Inc. with its principal place of business at 518 17th Street, Suite 800, Denver, Colorado 80202 (the “Company”), and Jeffrey F. Phelan, residing at the address set forth on the signature page hereof (the “Executive”).

FORM OF DEALER MANAGER AGREEMENT
Dealer Manager Agreement • February 4th, 2005 • Dividend Capital Trust Inc • Real estate investment trusts • New York

Dividend Capital Trust Inc., a Maryland corporation (the "Company"), is registering for public sale a maximum of 30,000,000 shares of its common stock, $.01 par value per share (the "Offering"), of which amount 1,000,000 shares are to be sold upon exercise of soliciting dealer warrants to be issued to Dividend Capital Securities LLC (the "Dealer Manager") or to broker-dealers participating in the Offering, with the balance of 29,000,000 shares (the "Shares" or the "Stock") to be issued and sold for an aggregate purchase price of $290,000,000 (25,000,000 shares to be offered to the public and 4,000,000 shares to be offered pursuant to the Company's dividend reinvestment plan). Such Stock is to be sold for a per share cash purchase price of $10.00 (except as otherwise provided in the dividend reinvestment plan). The minimum purchase by any one person shall be 200 Shares (except as otherwise indicated in the Prospectus or in any letter or memorandum from the Company to the Dealer Manager)

CONTRIBUTION AGREEMENT by and among DIVIDEND CAPITAL TRUST INC., DIVIDEND CAPITAL OPERATING PARTNERSHIP, LP and DIVIDEND CAPITAL ADVISORS GROUP LLC with respect to all of the outstanding membership interests of DIVIDEND CAPITAL ADVISORS LLC Dated as...
Contribution Agreement • July 27th, 2006 • Dividend Capital Trust Inc • Real estate investment trusts • New York

THIS AGREEMENT, dated as of July 21, 2006, is made by and among DIVIDEND CAPITAL TRUST INC., a Maryland corporation (the “REIT”), DIVIDEND CAPITAL OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Operating Partnership”) and DIVIDEND CAPITAL ADVISORS GROUP LLC, a Colorado limited liability company (the “Advisor Parent”).

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • October 19th, 2006 • DCT Industrial Trust Inc. • Real estate investment trusts • New York

THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is entered into as of October 10, 2006 by and between DIVIDEND CAPITAL ADVISORS GROUP LLC, a Colorado limited liability company (“Pledgor”) and DIVIDEND CAPITAL TRUST INC., a Maryland corporation (together with its successors and assigns, “Secured Party”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 29th, 2008 • DCT Industrial Trust Inc. • Real estate investment trusts • Colorado

This First Amendment to Employment Agreement (this “Amendment”), effective as of December 18, 2007, is made by and between DCT Industrial Trust Inc. (f/k/a Dividend Capital Trust Inc.), a Maryland corporation (the “Company”), and Philip L. Hawkins (the “Executive”).

FORM OF SELECTED DEALER AGREEMENT
Selected Dealer Agreement • February 4th, 2005 • Dividend Capital Trust Inc • Real estate investment trusts • Colorado

Dividend Capital Securities LLC, as the dealer manager ("Dealer Manager") for Dividend Capital Trust Inc. (the "Company"), a Maryland corporation which will be taxed as a real estate investment trust, invites you (the "Dealer") to participate in the distribution of shares of common stock ("Shares") of the Company subject to the following terms:

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 13th, 2011 • DCT Industrial Trust Inc. • Real estate investment trusts • Colorado

This First Amendment to Employment Agreement (this “Amendment”), effective as of October 10, 2011, is made by and between DCT Industrial Trust Inc., a Maryland corporation (the “Company”), and Michael J. Ruen (the “Executive”).

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