Exhibit 10.7
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 OPERATING PARTNERSHIP LP, a Delaware
limited partnership (“ DCOP ”).
WITNESSETH
:
WHEREAS, DCOP and the Dealer Manager
entered into that certain Dealer Manager Agreement, dated
March 24, 2003, as amended August 19, 2005 (the “
Dealer Manager Agreement ”);
WHEREAS, Dividend Capital Trust
Inc., a Maryland corporation, DCOP and Dividend Capital Advisors
Group LLC, a Colorado limited liability company, have entered into
that certain Contribution Agreement, dated July 21, 2006 (the
“ Contribution Agreement ”), pursuant to which
DCOP 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 Dealer
Manager Agreement.
NOW, THEREFORE, in consideration of
the mutual agreements set forth below, and other good and valuable
consideration, the receipt a
