0001308606-06-000038 Sample Contracts

CREDIT AGREEMENT DATED AS OF FEBRUARY 27, 2004 COLE WW II, LLC, COLE WW IV, LLC, CONWA PROPERTY II LLC, CONWA PROPERTY IV LLC, SWA REMAINDER II LLC, SWA REMAINDER IV LLC and SOUTHTRUST BANK
Credit Agreement • May 12th, 2006 • Cole Credit Property Trust II Inc • Operators of nonresidential buildings • Georgia

THIS CREDIT AGREEMENT is dated as of February 27, 2004, among COLE WW II, LLC, an Arizona limited liability company (“Cole WW II”), COLE WW IV, LLC, an Arizona limited liability company (“Cole WW IV”), CONWA PROPERTY II LLC, a Delaware limited liability company (“Conwa Property II”), CONWA PROPERTY IV LLC, a Delaware limited liability company (“Conwa Property IV”), SWA REMAINDER II LLC, a Delaware limited liability company (“SWA Remainder II”), SWA REMAINDER IV LLC, a Delaware limited liability company (“SWA Remainder IV”) (Cole WW II and Cole WW IV hereinafter referred to as the “Borrowers”, and Conwa Property II, Conwa Property IV, SWA Remainder II and SWA Remainder IV hereinafter referred to as the “Mortgagors”), and SOUTHTRUST BANK, an Alabama banking corporation (the “Bank”). As used in this Agreement, capitalized words and phrases shall have the meanings ascribed thereto in Article I of this Agreement.

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FIRST AMENDMENT TO THE AMENDED AND RESTATED ADVISORY AGREEMENT BY AND BETWEEN COLE CREDIT PROPERTY TRUST II, INC. AND COLE REIT ADVISORS II, LLC
Advisory Agreement • May 12th, 2006 • Cole Credit Property Trust II Inc • Operators of nonresidential buildings

This FIRST AMENDMENT to the AMENDED AND RESTATED ADVISORY AGREEMENT (this “Amendment”) is made as of April 17, 2006, by and between COLE CREDIT PROPERTY TRUST II, INC., a Maryland corporation (the “Company”), and COLE REIT ADVISORS II, LLC, a Delaware limited liability company (the “Advisor”). This Amendment amends that certain Amended and Restated Advisory Agreement dated as of September 16, 2005 by and between the Company and the Advisor (the “Advisory Agreement”). All capitalized terms not defined herein shall have the meanings given to each in the Advisory Agreement.

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 12th, 2006 • Cole Credit Property Trust II Inc • Operators of nonresidential buildings • Arizona

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), is dated effective as of March 29, 2006, between SERIES A, LLC, an Arizona limited liability company (“Seller”) having an address at 2555 East Camelback Road, Suite 400, Phoenix, Arizona 85016, and COLE OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (“Purchaser”), having an address at 2555 East Camelback Road, Suite 400, Phoenix, Arizona 85016.

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