0001193125-04-032454 Sample Contracts

AMENDMENT NO. 1 TO WELLS REAL ESTATE INVESTMENT TRUST II, INC. ESCROW AGREEMENT FOR PENNSYLVANIA SUBSCRIBERS
Wells Real Estate Investment Trust Ii Inc • March 2nd, 2004 • Real estate investment trusts

THIS AMENDMENT NO. 1 TO WELLS REAL ESTATE INVESTMENT TRUST II, INC. ESCROW AGREEMENT FOR PENNSYLVANIA SUBSCRIBERS (this “Amendment”) is made and entered into as of February 4, 2004 between WELLS REAL ESTATE INVESTMENT TRUST II, INC., a Maryland corporation (the “Company”), and SOUTHTRUST BANK, a state banking institution organized and existing under the laws of the State of Alabama (“Escrow Agent”).

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FOURTH AMENDMENT TO OFFICE LEASE
Office Lease • March 2nd, 2004 • Wells Real Estate Investment Trust Ii Inc • Real estate investment trusts

THIS FOURTH AMENDMENT TO OFFICE LEASE (this “Fourth Amendment”) is entered into by and between TRANSWESTERN CG PARTNERS I, L.P., a Delaware limited partnership (“Landlord”) and WEATHERFORD ENTERRA U.S., LIMITED PARTNERSHIP, a Louisiana limited partnership (“Tenant”). EVI WEATHERFORD, INC. (“Guarantor”), a Delaware corporation (as successor-in-interest to Weatherford Enterra, Inc.), joins in this Fourth Amendment to evidence its consent to the terms hereof.

SEVENTH AMENDMENT TO LEASE
Wells Real Estate Investment Trust Ii Inc • March 2nd, 2004 • Real estate investment trusts • Texas

THIS SEVENTH AMENDMENT TO LEASE (this “Amendment”) has been executed as of the 10th day of October 2000, by THE REALTY ASSOCIATES FUND V, L.P., a Delaware limited partnership (“Landlord”), and WEATHERFORD INTERNATIONAL, INC. (“Tenant”).

EIGHTH AMENDMENT TO LEASE
Wells Real Estate Investment Trust Ii Inc • March 2nd, 2004 • Real estate investment trusts • Texas

THIS EIGHTH AMENDMENT TO LEASE (this “Amendment”) has been executed as of the 23rd day of October, 2001, by THE REALTY ASSOCIATES FUND V, L.P., a Delaware limited partnership (“Landlord”), and WEATHERFORD INTERNATIONAL, INC. (“Tenant”).

FIFTH AMENDMENT TO OFFICE LEASE
Office Lease • March 2nd, 2004 • Wells Real Estate Investment Trust Ii Inc • Real estate investment trusts

THIS FIFTH AMENDMENT TO OFFICE LEASE (this “Fifth Amendment”) is entered into by and between TRANSWESTERN CG PARTNERS I, L.P., a Delaware limited partnership (“Landlord”) and WEATHERFORD INTERNATIONAL, INC. (“Tenant”).

175 MILLION NON-REVOLVING BRIDGE ACQUISITION FACILITY Dated as of February 6, 2004 among WELLS OPERATING PARTNERSHIP II, L.P., as the Borrower, WELLS REAL ESTATE INVESTMENT TRUST II, INC., as the REIT Guarantor, the other parties from time to time...
Wells Real Estate Investment Trust Ii Inc • March 2nd, 2004 • Real estate investment trusts • Georgia

This BRIDGE ACQUISITION FACILITY (as amended, modified, restated or supplemented from time to time, the “Agreement”) is entered into as of February 6, 2004 by and among WELLS OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership (together with any permitted successors and assigns, the “Borrower”), WELLS REAL ESTATE INVESTMENT TRUST II, INC., a Maryland corporation (together with any permitted successors and assigns, the “REIT Guarantor”), the other entities identified as guarantors on the signature pages hereto or from time to time made guarantors hereunder through the execution of a Joinder Agreement (together with any permitted successors and assigns, the “Other Guarantors”; collectively, with the REIT Guarantor, the “Guarantors”), the Lenders (as defined herein), BANK OF AMERICA, N.A., as Administrative Agent (as defined herein) and BANC OF AMERICA SECURITIES LLC, as Sole Lead Arranger and Sole Book Manager.

THIRD AMENDMENT TO OFFICE LEASE
Office Lease • March 2nd, 2004 • Wells Real Estate Investment Trust Ii Inc • Real estate investment trusts

THIS THIRD AMENDMENT TO OFFICE LEASE (this “Third Amendment”) is entered into by and between TRANSWESTERN CG PARTNERS I, L.P., a Delaware limited partnership (“Landlord”) and WEATHERFORD ENTERRA U.S., LIMITED PARTNERSHIP, a Louisiana limited partnership (“Tenant”). EVI WEATHERFORD, INC., as successor in interest to WEATHERFORD ENTERRA, INC. (“Guarantor”), a Delaware corporation, joins in this Third Amendment to evidence its consent to the terms hereof.

AGREEMENT OF PURCHASE AND SALE BY AND BETWEEN THE REALTY ASSOCIATES FUND V, L.P. AND WELLS OPERATING PARTNERSHIP II, L.P.
Agreement of Purchase and Sale • March 2nd, 2004 • Wells Real Estate Investment Trust Ii Inc • Real estate investment trusts • Texas

THIS AGREEMENT OF PURCHASE AND SALE (the “Agreement”) is made and entered into as of the 2nd day of February, 2004, by and between THE REALTY ASSOCIATES FUND V, L.P., a Delaware limited partnership (hereinafter referred to as “Seller”), and WELLS OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership (hereinafter referred to as “Purchaser”).

FIRST AMENDMENT TO LEASE AGREEMENT
Lease Agreement • March 2nd, 2004 • Wells Real Estate Investment Trust Ii Inc • Real estate investment trusts

THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into by and between CIGNA INVESTMENTS, INC. (“Landlord”) and WEATHERFORD ENTERRA U.S., LIMITED PARTNERSHIP (“Tenant”), to be effective as of April 11, 1996 (the “Effective Date”).

LEASE AGREEMENT By and Between CIGNA INVESTMENTS, INC. (“Landlord”) and WEATHERFORD ENTERRA U.S., LIMITED PARTNERSHIP (“Tenant”)
Lease Agreement • March 2nd, 2004 • Wells Real Estate Investment Trust Ii Inc • Real estate investment trusts • Texas

This Lease is entered into as of January , 1996 between CIGNA INVESTMENTS, INC., a Connecticut corporation (“Landlord”), whose address for purposes of notice hereunder is 515 Post Oak Boulevard, Suite 140, Houston, Texas 77027, and WEATHERFORD ENTERRA U.S., LIMITED PARTNERSHIP, a Louisiana limited partnership (“Tenant”), whose address prior to the Initial Commencement Date (defined in Section 2.01 hereof) is 1360 Post Oak Boulevard, Suite 1000, Houston, Texas 77056 and whose address after the Initial Commencement Date shall be 515 Post Oak Boulevard, Suite 600, Houston, Texas 77027, Attention: Legal Department.

WELLS REAL ESTATE INVESTMENT TRUST II, INC. Amendment To SELECTED DEALER AGREEMENT (Relating to Pennsylvania Subscribers whose Subscriptions are Held in Escrow) Up to 785,000,000 shares of Common Stock
Selected Dealer Agreement • March 2nd, 2004 • Wells Real Estate Investment Trust Ii Inc • Real estate investment trusts

Wells Investment Securities, Inc., as the dealer manager (“Dealer Manager”) for Wells Real Estate Investment Trust II, Inc. (the “Company”), a Maryland corporation, has previously entered into a Selected Dealer Agreement (the “Selected Dealer Agreement”) with you (the “Dealer”) enabling Dealer to participate in the distribution of shares of common stock (the “Shares”) of the Company subject to the terms in the Selected Dealer Agreement.

ELEVENTH AMENDMENT TO LEASE
Wells Real Estate Investment Trust Ii Inc • March 2nd, 2004 • Real estate investment trusts • Texas

THIS ELEVENTH AMENDMENT TO LEASE (this “Amendment”) has been executed as of the 22nd day of October, 2003, by THE REALTY ASSOCIATES FUND V, L.P., a Delaware limited partnership (“Landlord”), and WEATHERFORD INTERNATIONAL, INC. (“Tenant”).

SIXTH AMENDMENT TO LEASE
Wells Real Estate Investment Trust Ii Inc • March 2nd, 2004 • Real estate investment trusts • Texas

THIS SIXTH AMENDMENT TO LEASE (this “Amendment”) has been executed as of the 29th day of June, 2000, by THE REALTY ASSOCIATES FUND V, L.P., a Delaware limited partnership (“Landlord”), and WEATHERFORD INTERNATIONAL, INC. (“Tenant”).

Second Amendment to Lease
To Lease • March 2nd, 2004 • Wells Real Estate Investment Trust Ii Inc • Real estate investment trusts

THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into by and between CIGNA INVESTMENTS, INC. (“Landlord”) and WEATHERFORD ENTERRA U.S., LIMITED PARTNERSHIP (“Tenant”), to be effective as of September 16, 1996 (the “Effective Date”).

NINTH AMENDMENT TO LEASE
Wells Real Estate Investment Trust Ii Inc • March 2nd, 2004 • Real estate investment trusts • Texas

THIS NINTH AMENDMENT TO LEASE (this “Amendment”) has been executed effective for all purposes as of the 1st day of January, 2003, by THE REALTY ASSOCIATES FUND V, L.P., a Delaware limited partnership (“Landlord”), and WEATHERFORD INTERNATIONAL, INC. (“Tenant”).

TENTH AMENDMENT TO LEASE
Wells Real Estate Investment Trust Ii Inc • March 2nd, 2004 • Real estate investment trusts • Texas

THIS TENTH AMENDMENT TO LEASE (this “Amendment”) has been executed as of the 2nd day of April, 2003, by THE REALTY ASSOCIATES FUND V, L.P., a Delaware limited partnership (“Landlord”), and WEATHERFORD INTERNATIONAL, INC. (“Tenant”).

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