CREDIT AGREEMENTCredit Agreement • March 31st, 2014 • Cole Corporate Income Trust, Inc. • Real estate investment trusts • New York
This CREDIT AGREEMENT (as amended, restated, supplemented or modified from time to time, the “Agreement”) is entered into, as of October 25, 2013, among Cole Corporate Income Operating Partnership, LP, a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 2nd, 2014 • Cole Corporate Income Trust, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the 27th day of August, 2014, by and between Cole Corporate Income Trust, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
ADVISORY AGREEMENTAdvisory Agreement • January 25th, 2011 • Cole Corporate Income Trust, Inc. • Real estate investment trusts • Arizona
This ADVISORY AGREEMENT (this “Agreement”) is entered into on this the 18th day of January, 2011, by and between COLE CORPORATE INCOME TRUST, INC., a Maryland corporation (the “Company”), and COLE CORPORATE INCOME ADVISORS, LLC, a Delaware limited liability company (the “Advisor”).
COLE CORPORATE INCOME TRUST, INC. Up to 300,000,000 Shares of Common Stock FORM OF DEALER MANAGER AGREEMENTDealer Manager Agreement • January 25th, 2011 • Cole Corporate Income Trust, Inc. • Real estate investment trusts • Arizona
Cole Corporate Income Trust, Inc., a Maryland corporation (the “Company”), is registering for a public sale a maximum of 300,000,000 shares of its common stock, $0.01 par value per share (the “Offering”), of which amount 250,000,000 shares are to be offered to the public for $10.00 per share (collectively the “Shares” or the “Stock”) and an additional up to 50,000,000 shares are to be offered pursuant to the Company’s distribution reinvestment plan at $9.50 per share until such time as the Company’s board of directors determines a reasonable estimate of the value of our shares. Thereafter, the per share offering price under the Company’s distribution reinvestment plan will be the most recent estimated value per share as determined by the Company’s board of directors as described in the “Summary of Distribution Reinvestment Plan” section of the Prospectus (as defined below). The Company reserves the right to reallocate the Shares included in the Offering between those offered to the pub
ESCROW AGREEMENTEscrow Agreement • January 25th, 2011 • Cole Corporate Income Trust, Inc. • Real estate investment trusts • Arizona
COLE CORPORATE INCOME TRUST, INC., a Maryland corporation (the “Company”), will issue in a public offering (the “Offering”) shares of its common stock (the “Stock”) pursuant to a registration statement on Form S-11 filed by the Company with the Securities and Exchange Commission. Cole Capital Corporation, an Arizona corporation (the “Dealer Manager”), will act as dealer manager for the offering of the Stock. The Company is entering into this agreement to set forth the terms on which UMB BANK, N.A. (the “Escrow Agent”), will, except as otherwise provided herein, hold and disburse the proceeds from subscriptions for the purchase of the Stock in the Offering until such time as: (i) in the case of subscriptions received from all nonaffiliates of the Company, the Company has received subscriptions for Stock resulting in a total of 250,000 shares of common stock sold in the offering (the “Required Capital”); (ii) in the case of subscriptions received from residents of Pennsylvania (“Pennsylv
AGREEMENT AND PLAN OF MERGER by and among SELECT INCOME REIT, SC MERGER SUB LLC and COLE CORPORATE INCOME TRUST, INC. dated as of AUGUST 30, 2014Merger Agreement • September 2nd, 2014 • Cole Corporate Income Trust, Inc. • Real estate investment trusts • Maryland
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of AUGUST 30, 2014, is by and among SELECT INCOME REIT, a Maryland real estate investment trust (“Parent”), SC MERGER SUB, LLC, a Maryland limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), and COLE CORPORATE INCOME TRUST, INC., a Maryland corporation that has elected to be treated as a real estate investment trust for U.S. federal income tax purposes (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to them in Article I or as otherwise defined elsewhere in this Agreement, unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
LOAN AGREEMENT Dated as of June 30, 2011 Between COLE OF SAN ANTONIO TX, LLC, a Delaware limited liability company as Borrower and WELLS FARGO BANK, NATIONAL ASSOCIATION, as LenderLoan Agreement • July 22nd, 2011 • Cole Corporate Income Trust, Inc. • Real estate investment trusts
THIS LOAN AGREEMENT, dated as of June 30, 2011 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, Oakland, California 94612 (together with its successors and/or assigns, “Lender”), and COLE OF SAN ANTONIO TX, LLC, a Delaware limited liability company, having an address c/o Cole Real Estate Investments, 2555 East Camelback Road, Suite 400, Phoenix, Arizona 85016 (together with its successors and/or assigns, “Borrower”).
AGREEMENT OF LIMITED PARTNERSHIP OF COLE CORPORATE INCOME OPERATING PARTNERSHIP, LPLimited Partnership Agreement • December 7th, 2010 • Cole Corporate Income Trust, Inc. • Real estate investment trusts • Delaware
This Agreement of Limited Partnership is effective as of the 29th day of April, 2010, by and among Cole Corporate Income Trust, Inc., a Maryland corporation f/k/a Cole Credit Office/Industrial Trust, Inc., Cole Corporate Income Advisors, LLC, a Delaware limited liability company f/k/a Cole Office/Industrial Advisors, LLC (the “Original Limited Partner”), and the Limited Partner(s) set forth or which may, in the future, be set forth on Exhibit A hereto, as amended from time to time, with respect to Cole Corporate Income Operating Partnership, LP, a limited partnership formed under the laws of the State of Delaware f/k/a Cole Office/Industrial Operating Partnership, LP (the “Partnership”), pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on April 22, 2010.
ContractPurchase and Sale Agreement • November 12th, 2013 • Cole Corporate Income Trust, Inc. • Real estate investment trusts • Virginia
PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONSPurchase and Sale Agreement • July 16th, 2013 • Cole Corporate Income Trust, Inc. • Real estate investment trusts • Washington
THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Agreement”) is dated as of March 8, 2013 (the “Effective Date”), and is entered into by and between SERIES C, LLC, an Arizona limited liability company (“Buyer”), and CLPF-ELLIOT WEST, L.P., a Delaware limited partnership (“Seller”).
AGREEMENT OF SALE AND PURCHASEAgreement of Sale and Purchase • August 12th, 2013 • Cole Corporate Income Trust, Inc. • Real estate investment trusts
THIS AGREEMENT OF SALE AND PURCHASE ("Agreement") is made this 28 day of March, 2013 by and between 55 CORPORATE UNIT IV LLC, a limited liability company organized under the laws of the State of Delaware having an address c/o Mack-Cali Realty Corporation, 343 Thornall Street, Edison, New Jersey 08837 ("Seller") and SERIES C, LLC, a limited liability company organized under the laws of the State of Arizona having its main office at 2325 East Camelback Road, Suite 1100, Phoenix, Arizona 85016 ("Purchaser").
AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF COLE CORPORATE INCOME OPERATING PARTNERSHIP, LPAgreement of Limited Partnership • April 16th, 2013 • Cole Corporate Income Trust, Inc. • Real estate investment trusts • Delaware
This AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP (the “Amendment”) of Cole Corporate Income Operating Partnership, LP (the “Partnership”), a limited partnership formed and existing under the Delaware Revised Uniform Limited Partnership Act (as amended from time to time, the “Act”), dated as of April 5, 2013, is hereby entered into by and between Cole Corporate Income Trust, Inc. (f/k/a Cole Credit Office/Industrial Trust, Inc.), a Maryland corporation, as general partner (the “General Partner”), and Cole Corporate Income Advisors, LLC, a Delaware limited liability company (the “Limited Partner”). All capitalized terms used but not otherwise defined herein have the meaning set forth in the LP Agreement (as defined below).
AMENDMENT OF DEALER MANAGER AGREEMENT BY AND BETWEEN COLE CORPORATE INCOME TRUST, INC. AND COLE CAPITAL CORPORATIONDealer Manager Agreement • July 22nd, 2011 • Cole Corporate Income Trust, Inc. • Real estate investment trusts • Arizona
This Amendment (the “Amendment”) of the Dealer Manager Agreement, dated February 10, 2011 (the “Agreement”), by and between Cole Corporate Income Trust, Inc., a Maryland corporation (the “Company”), and Cole Capital Corporation, an Arizona corporation (the “Dealer Manager”), is made as of May 20, 2011. All capitalized terms not defined herein shall have the meanings assigned to them in the Agreement.
PURCHASE AND SALE AGREEMENT (Membership Interest)Purchase and Sale Agreement • April 22nd, 2011 • Cole Corporate Income Trust, Inc. • Real estate investment trusts • Arizona
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of February 24, 2011, between SERIES C, LLC, an Arizona limited liability company (“Seller”) having an address at 2555 East Camelback Road, Suite 400, Phoenix, AZ 85016, and COLE CORPORATE INCOME OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Purchaser”), having an address at 2555 East Camelback Road, Suite 400, Phoenix, AZ 85016.
PURCHASE AND SALE AGREEMENT SELLER: TANGO S.C., LLC, a Texas limited liability company PURCHASER: SERIES C, LLC, an Arizona limited liability company PROPERTY: The Amazon.Com Distribution Facility commonly known as 510 John Dodd Road, Spartanburg...Purchase and Sale Agreement • January 17th, 2013 • Cole Corporate Income Trust, Inc. • Real estate investment trusts
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), is made as of the 5th day of December, 2012 (the “Effective Date”) by and between TANGO S.C., LLC, a Texas limited liability company (“Seller”), with an office at 9830 Colonnade Boulevard, Suite 600, San Antonio, Texas 78230-2239, and SERIES C, LLC, an Arizona limited liability company (“Purchaser”), with an office at 2325 East Camelback Road, Suite 1100, Phoenix, Arizona 85016.
THIRD AMENDMENT TO AGREEMENT OF SALE AND PURCHASEAgreement of Sale and Purchase • April 16th, 2013 • Cole Corporate Income Trust, Inc. • Real estate investment trusts
Sellers and Buyer entered into that certain Agreement of Sale and Purchase dated as of February 8, 2013, as amended by First Amendment to Agreement of Sale dated March 1, 2013, and as further amended by Second Amendment to Agreement of Sale dated March 4, 2013 (collectively, the “Agreement”) with respect to the purchase and sale of the Property. Unless otherwise expressly provided herein, all defined terms used in this Amendment shall have the meanings set forth in the Agreement. Seller and Buyer desire to amend the Agreement to extend the Due Diligence Period.
AMENDED AND RESTATED AGREEMENT OF PURCHASE AND SALE by and among CV COLISEUM BUILDING, LLC CV COLISEUM LEASE 1, LLC and CV COLISEUM LEASE 2, LLC as Seller, and SERIES C, LLC as BuyerAgreement of Purchase and Sale • January 17th, 2013 • Cole Corporate Income Trust, Inc. • Real estate investment trusts • North Carolina
THIS AMENDED AND RESTATED AGREEMENT OF PURCHASE AND SALE (this “Agreement”) made as of the 22nd day of October, 2012, by and among CV COLISEUM BUILDING, LLC, a Delaware limited liability company (“Coliseum Building”), CV COLISEUM LEASE 1, LLC, a Delaware limited liability company (“Coliseum Lease 1”), and CV COLISEUM LEASE 2, LLC, a Delaware limited liability company (“Coliseum Lease 2”) (collectively, “Seller”) and SERIES C, LLC, an Arizona limited liability company (“Buyer”).
REAL ESTATE PURCHASE AND SALE AGREEMENT 10030 North MacArthur Boulevard, Irving, TexasReal Estate Purchase and Sale Agreement • October 17th, 2012 • Cole Corporate Income Trust, Inc. • Real estate investment trusts
THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of August 13, 2012, by and between the parties listed on Schedule 1 attached hereto and made a part hereof (each, an “Individual Seller” and collectively, the “Seller” or “Sellers”), and Series C, LLC, an Arizona limited liability company (“Buyer”).
PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS Between FR NLF 11, LLC as Seller and SERIES C, LLC as Buyer October 3, 2012Purchase Agreement • January 17th, 2013 • Cole Corporate Income Trust, Inc. • Real estate investment trusts • Virginia
WHEREAS, as of the Effective Date, Seller is the fee title owner of that certain improved property located at 1751 Blue Hills Drive, N.E., Roanoke, Virginia 24012, as legally described on Exhibit A attached hereto (the “Real Property”);
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 16th, 2013 • Cole Corporate Income Trust, Inc. • Real estate investment trusts • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of March 4, 2013 (this “Agreement”), is entered into among Cole Corporate Income Operating Partnership, LP, a Delaware limited partnership (the “Borrower”), the Guarantors party to the Guaranty (as defined below), the Lenders party hereto and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS Between RYAN ANKENY, LLC as Seller and SERIES C, LLC as Buyer SEPTEMBER 27, 2012Purchase Agreement • January 17th, 2013 • Cole Corporate Income Trust, Inc. • Real estate investment trusts • Iowa
WHEREAS, as of the Effective Date, Seller is the fee title owner of that certain improved property located at 5500 Southeast Delaware Avenue, Ankeny, Iowa, as legally described on Exhibit A attached hereto (the “Real Property”);
ContractPurchase and Sale Agreement • November 12th, 2013 • Cole Corporate Income Trust, Inc. • Real estate investment trusts • Tennessee
AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • July 22nd, 2011 • Cole Corporate Income Trust, Inc. • Real estate investment trusts • Arizona
COLE CORPORATE INCOME TRUST, INC., a Maryland corporation (the “Company”), will issue in a public offering (the “Offering”) shares of its common stock (the “Stock”) pursuant to a registration statement on Form S-11 filed by the Company with the Securities and Exchange Commission. Cole Capital Corporation, an Arizona corporation (the “Dealer Manager”), will act as dealer manager for the offering of the Stock. The Company is entering into this agreement to set forth the terms on which UMB BANK, N.A. (the “Escrow Agent”), will, except as otherwise provided herein, hold and disburse the proceeds from subscriptions for the purchase of the Stock in the Offering until such time as: (i) in the case of subscriptions received from all nonaffiliates of the Company, the Company has received subscriptions for Stock resulting in a total of 250,000 shares of common stock sold in the offering (the “Required Capital”); (ii) in the case of subscriptions received from residents of Pennsylvania (“Pennsylv
PURCHASE AND SALE AGREEMENT BY AND BETWEEN A Delaware limited liability company as Seller AND SERIES C, LLC An Arizona limited liability company as Purchaser Property: 400 S. Jefferson, Chicago, IL 60607 Hillshire Brands Headquarters Dated: April 19, 2013Purchase and Sale Agreement • July 16th, 2013 • Cole Corporate Income Trust, Inc. • Real estate investment trusts
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the 19th day of April, 2013, by and between 400 S. JEFFERSON (CHICAGO), LLC, a Delaware limited liability company, (“Seller”), and SERIES C, LLC an Arizona limited liability company (“Purchaser”).
MEZZANINE LOAN AGREEMENT Dated as of June 30, 2011 Between COLE MEZZCO SAN ANTONIO TX, LLC, as Borrower and WELLS FARGO BANK, NATIONAL ASSOCIATION, as LenderMezzanine Loan Agreement • July 22nd, 2011 • Cole Corporate Income Trust, Inc. • Real estate investment trusts • New York
THIS MEZZANINE LOAN AGREEMENT, dated as of June 30, 2011 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, Oakland, California 94612 (together with its successors and/or assigns, “Lender”) and COLE MEZZCO SAN ANTONIO TX, LLC, a Delaware limited liability company, having an address c/o Cole Real Estate Investments, 2555 East Camelback Road, Suite 400, Phoenix, Arizona 85016 (together with its successors and/or assigns, “Borrower”).
PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS Between FS HARVEY, LLC as Seller and SERIES C, LLC as Buyer January 31, 2012Purchase Agreement • April 18th, 2012 • Cole Corporate Income Trust, Inc. • Real estate investment trusts • Illinois
WHEREAS, as of the Effective Date, Seller is the fee title owner of that certain improved property located at 1230 West 171st Street, Harvey, Illinois, as legally described on Exhibit A attached hereto (the “Real Property”);
