Exhibit 10.6
TERMINATION
AGREEMENT
THIS TERMINATION AGREEMENT (this
“ Agreement ”) is dated as of October 10,
2006, by and between DIVIDEND CAPITAL SECURITIES LLC, a Colorado
limited liability company (the “ Dealer Manager
”), and DIVIDEND CAPITAL TRUST INC., a Maryland corporation
(the “ REIT ”).
WITNESSETH
:
WHEREAS, the REIT and the Dealer
Manager entered into that certain Amended and Restated Dealer
Manager Agreement, dated June 27, 2005 (the “ Amended
and Restated Dealer Manager Agreement ”);
WHEREAS, the REIT, Dividend Capital
Operating Partnership LP, a Delaware limited partnership (the
“ Partnership ”), and Dividend Capital Advisors
Group LLC, a Colorado limited liability company, have entered into
that certain Contribution Agreement, dated as of July 21, 2006
(the “ Contribution Agreement ”), pursuant to
which the Partnership will acquire all of the outstanding
membership interests in Dividend Capital Advisors LLC, a Colorado
limited liability company (the “ Advisor ”), and
thereby internalize the operations of the Advisor; and
WHEREAS, in connection with such
internalization, the parties hereto desire to terminate the Amended
and Restated Dealer Manager Agreement.
NOW, THEREFORE, in consideration of
the mutual agreements set forth below, and other good and
valua
