SUPPLEMENTAL INDENTURE dated as of February 3, 2012 among WELLS OPERATING PARTNERSHIP II, L.P., The Guarantors Party Hereto and as Trustee

Exhibit 10.3

SUPPLEMENTAL INDENTURE

dated as of February 3, 2012

among

XXXXX OPERATING PARTNERSHIP II, L.P.,

The Guarantors Party Hereto

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

___________________________________

5.875% Senior Notes due 2018

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of February 3, 2012, among Xxxxx Operating Partnership II, L.P., a Delaware limited partnership (the “Issuer”), the Parent (defined below), Xxxxx REIT II - 5 Houston Center, L.P., a Delaware limited partnership, and Xxxxx REIT II - Cranberry Xxxxx Development, Inc., a Pennsylvania business trust (each an “Undersigned”) and U.S. Bank National Association, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Issuer, Xxxxx Real Estate Investment Trust II, Inc., a Maryland corporation (the “Parent”), the other Guarantors party thereto and the Trustee entered into the Indenture, dated as of April 4, 2011 (the “Indenture”), relating to the Issuer's 5.875% Senior Notes due 2018 (the “Notes”);

WHEREAS, pursuant to Section 16.04 of the Indenture, the Issuer and the Parent agree to cause subsidiaries to provide Guaranties in circumstances specified therein;

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2. Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 16 thereof.

Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 4. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

Xxxxx Operating Partnership II, L.P., as Issuer By: XXXXX REAL ESTATE INVESTMENT TRUST II, INC., its General Partner
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Executive Vice President

XXXXX REIT II - CRANBERRY XXXXX DEVELOPMENT, INC., as a Guarantor By: XXXXX REAL ESTATE INVESTMENT TRUST II, INC., its Trustee
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Executive Vice President

XXXXX REIT II - 5 HOUSTON CENTER, L.P., as a Guarantor By: XXXXX REIT II TEXAS, Inc., its General Partner
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Executive Vice President

U.S. Bank National Association, as Trustee
By:	/s/ Xxxxxxx X. Xxxxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxxxx
	Title:	Vice President