0001193125-11-087939 Sample Contracts

WELLS OPERATING PARTNERSHIP II, L.P., as Issuer EACH OF THE GUARANTORS PARTY HERETO, as Guarantors U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 4, 2011 5.875% Senior Notes due 2018
Indenture • April 4th, 2011 • Wells Real Estate Investment Trust Ii Inc • Real estate investment trusts • New York

INDENTURE dated as of April 4, 2011 among Wells Operating Partnership II, L.P., a Delaware limited partnership (hereinafter called the “Issuer”), the Guarantors party hereto (as defined herein), and U.S. Bank National Association, as trustee (hereinafter called the “Trustee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 4th, 2011 • Wells Real Estate Investment Trust Ii Inc • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT dated April 4, 2011 (this “Agreement”) is entered into by and among Wells Operating Partnership II, L.P., a Delaware limited partnership (the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”) J.P. Morgan Securities LLC and Morgan Stanley & Co. Incorporated (together with J.P. Morgan Securities LLC, the “Representatives”), as representatives of the initial purchasers (the “Initial Purchasers”) listed in Schedule 1 to the Purchase Agreement dated March 28, 2011 among the Company, the Initial Guarantors and the Representatives (the “Purchase Agreement”).

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