0001047469-07-003426 Sample Contracts

PARTNERSHIP AGREEMENT
Partnership Agreement • April 30th, 2007 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • Delaware

THIS PARTNERSHIP AGREEMENT, made and entered into and effective as of March , 2007, by and between TRT INDUSTRIAL FUND II LLC, a Delaware limited liability company ("TRT LLC"), and DCT INDUSTRIAL FUND III LLC, a Delaware limited liability company ("DCT LLC").

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FIRST AMENDMENT TO PARTNERSHIP AGREEMENT OF TRT-DCT INDUSTRIAL JV I GENERAL PARTNERSHIP
Partnership Agreement • April 30th, 2007 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts

This First Amendment to Partnership Agreement of TRT-DCT Industrial JV I General Partnership ("Amendment") is entered into as of March 26, 2007, between TRT Industrial Fund I LLC, a Delaware limited liability company ("TRT LLC"), and DCT Industrial Fund II LLC, a Delaware limited liability company ("DCT LLC").

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