0001193125-17-085563 Sample Contracts

DCT INDUSTRIAL OPERATING PARTNERSHIP LP (A Delaware limited partnership)
Underwriting Agreement • March 16th, 2017 • DCT Industrial Operating Partnership LP • Real estate investment trusts • New York

DCT Industrial Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”) and DCT Industrial Trust, Inc. (the “Company,” and together with the Operating Partnership, the “Transaction Entities”), each confirms its agreement with J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC (the “Representatives”), as representatives of the Underwriters named in Exhibit A hereto (the “Underwriters”), with respect to the sale by the Operating Partnership and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Exhibit A hereto of $50,000,000 aggregate principal amount of the Operating Partnership’s 4.500% Senior Notes due 2023 (the “Securities”). The Securities will be issued pursuant to a base indenture dated as of October 9, 2013 (the “Base Indenture”), as supplemented by a supplemental indenture, to be dated on or about March 16, 2017 (the “Supplemental Indenture

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • March 16th, 2017 • DCT Industrial Operating Partnership LP • Real estate investment trusts • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 16, 2017, by and among DCT INDUSTRIAL OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Issuer”), DCT INDUSTRIAL TRUST INC., a Maryland corporation (the “Parent”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

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