Exhibit 10.4
FOURTH AMENDMENT TO THE AMENDED
AND RESTATED LIMITED
PARTNERSHIP
AGREEMENT
OF
DCT INDUSTRIAL OPERATING
PARTNERSHIP LP,
A Delaware limited
partnership
This Fourth Amendment (the “
Amendment ”) to the Amended and Restated Limited
Partnership Agreement (the “ Agreement ”) of DCT
Industrial Operating Partnership LP, a Delaware limited partnership
(the “ Partnership ”), dated as of
October 10, 2006, as amended to date, is made and entered into
as of December 1, 2008 by DCT Industrial Trust Inc., a
Maryland corporation, as General Partner (the “ General
Partner ”).
RECITALS
WHEREAS , the General Partner desires to amend the
Agreement, pursuant to Article 11 thereof, as set forth below;
and
WHEREAS , all capitalized terms used but not defined in
this Amendment shall have the meanings ascribed to such terms in
the Agreement;
NOW, THEREFORE
, the Agreement shall be amended as
follows:
1. Section 2 of the Agreement
is amended to add the following as Section 2.7:
“ 2.7 UCC Article 8
Election. All Partnership Interests shall be securities within
the meaning of, and governed by, (i) Article 8 of the Delaware
Uniform Commercial Code and (ii) Article 8 of the Uniform
Commercial Code of any other applicable
jurisdiction.”
2. Section 10.6(a) of the
Agreement is amended and restated in its entirety as
follows:
“(a) As soon as practicable
after the close of each fiscal quarter (other than the last quarter
of the fiscal year), the General Partner shall deliver to each
Limited Partner a quarterly report containing financial statements
of the Partnership, or of the General Partner if such st
