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- S-4 Registration of securities issued in business combination transactions
- 3.1 Certificate of Limited Partnership
- 3.7 Certificate of Formation
- 3.8 Operating Agreement
- 3.9 Certificate of Formation
- 3.10 Operating Agreement
- 3.11 Certificate of Formation
- 3.12 Amended and Restated Operating Agreement
- 3.13 First Amendment to Amended and Restated Limited Liability Company
- 3.14 Certificate of Formation of Governors Point 4241 Irwin Simpson
- 3.15 LLC Operating Agreement - Wells Governor's Pointe 4241 Irwin Simpson Road -
- 3.16 Certificate of Formation of Governors Point 8990 Duke
- 3.17 LLC Operating Agreement of Wells Governor's Pointe 8990 Duke
- 3.18 Certificate of Formation - 11200 W. Parkland De
- 3.19 LLC Operating Agreement - 11200 W Parkland
- 3.20 Declaration of Trust - 1200 Morris
- 3.21 Certification of Formation - 1277 LPB De
- 3.22 LLC Operating Agreement - Wells Reit II - 1277 LPB Atlanta
- 3.23 Certificate of Formation - 13655 Riverport DR LLC United Healthcare
- 3.24 LLC Agreement - 13655 Riverport DR
- 3.25 Certificate of Formation - 15815 25TH Ave., LLC
- 3.26 Limited Liability Company Agreement
- 3.27 Certificate of Formation - Wells Reit II - 180 Park Avenue LLC
- 3.28 LLC Operating Agreement - 180 Park Av
- 3.29 Certificate of Formation
- 3.30 Certificate of Formation Amended
- 3.31 Operating Agreement
- 3.32 Certificate of Formation
- 3.33 LLC Operating Agreement - College Park LLC
- 3.34 Certificate of Formation
- 3.35 Limited Liability Company Agreement
- 3.36 LLC Certificate of Amendment to Certificate of Formation - Corridors III
- 3.37 LLC Operating Agreement - Corridors III
- 3.38 Certificate of Formation
- 3.39 LLC Agreement
- 3.40 Certificate of Formation
- 3.41 International Financial Tower Operating Agreement
- 3.42 Certificate of Formation
- 3.43 LLC Agreement
- 3.44 Certificate of Formation
- 3.45 Amended and Restated Operating Agreement
- 3.46 Certificate of Formation
- 3.47 LLC Agreement
- 3.48 Lakepointe 3 LLC Formation
- 3.49 Lakepointe 3 LLC - Operating Agreement
- 3.50 Lakepointe 5 LLC - Formation
- 3.51 Lakepointe 5 Operating Agreement
- 3.52 Certificate of Formation De
- 3.53 LLC Agreement
- 3.54 Certificate of Limited Partnership
- 3.55 Agreement of Limited Partnership
- 3.56 Certificate of Formation
- 3.57 LLC Company Agreement
- 3.58 Opus/finley Portfolio Certificate of Formation
- 3.59 Opus/finley Portfolio LLC Operating Agreement
- 3.60 Opus/finley First Amendment to Limited Liability Company Operating Agreement
- 3.61 Parkside Atlanta De Formation
- 3.62 LLC Agreement
- 3.63 Republic Drive Purchaser's Certificate of Formation
- 3.64 Republic Drive Limited Liability Company Agreement
- 3.65 Certificate of Formation
- 3.66 Operating Agreement
- 3.67 Certificate of Limited Partnership
- 3.68 Limited Partnership Agreement
- 3.69 Certificate of Formation
- 3.70 LLC Agreement
- 3.71 Certificate of LP
- 3.72 LP Agreement
- 3.73 Certificate of Formation
- 3.74 Operating Agreement
- 5.1 Opinion of Dla Piper LLP (Us)
- 8.1 Opinion of Dla Piper LLP (Us) Regarding Tax Matters
- 10.8 Amended and Restated Deed of Trust Note
- 10.9 Amended and Restated Deed of Trust
- 10.14 Amend No. 2 to Master Property Management
- 10.15 Assignment and Assumption of Master Property Management
- 10.16 Credit Agreement
- 12.1 Computation of Ratio
- 23.2 Consent of Deloitte & Touche LLP for Wells Real Estate Investment Trust II, Inc.
- 23.3 Consent of Frazier & Deeter, LLC for Wells Real Estate Investment Trust II, Inc.
- 25.1 Form T-1
- 99.1 Letter of Transmittal
- 99.2 Letter to Brokers
- 99.3 Letter to Clients
- 99.4 Notice of Guaranteed Delivery
Exhibit 3.1
CERTIFICATE OF LIMITED PARTNERSHIP
OF
WELLS OPERATING PARTNERSHIP II, L.P.
The undersigned, desiring to form a limited partnership pursuant to Section 17-201 of the Delaware Revised Uniform Limited Partnership Act, does hereby certify as follows:
I. | The name of the limited partnership is Wells Operating Partnership II, L.P. (the “Partnership”). |
II. | The address of the Partnership’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle. The name of the Partnership’s registered agent for service of process in the State of Delaware at such address is The Corporation Trust Company. |
III. | The name and mailing address of the sole general partner is as follows: |
Name | Mailing Address | |
Wells Real Estate Investment Trust II, Inc. | 6200 The Corners Parkway | |
Suite 250 | ||
Atlanta, Georgia 30092 |
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership of Wells Operating Partnership II, L.P., as of July 3, 2003.
WELLS REAL ESTATE INVESTMENT TRUST II, INC. | ||
By: | ||
Name: | Douglas P. Williams | |
Its: | Executive Vice President |
State of Delaware | ||||
Secretary of State | ||||
Division of Corporations | ||||
Delivered 04:27 PM 07/03/2003 | ||||
FILED 04:29 PM 07/03/2003 | ||||
SRV 030442580 – 3678324 FILE |
CERTIFICATE OF LIMITED PARTNERSHIP
OF
WELLS OPERATING PARTNERSHIP II, L.P.
The undersigned, desiring to form a limited partnership pursuant to Section 17-201 of the Delaware Revised Uniform Limited Partnership Act, does hereby certify as follows:
I. | The name of the limited partnership is Wells Operating Partnership II, L.P. (the “Partnership”). |
II. | The address of the Partnership’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle. The name of the Partnership’s registered agent for service of process in the State of Delaware at such address is The Corporation Trust Company. |
III. | The name and mailing address of the sole general partner is as follows: |
Name | Mailing Address | |
Wells Real Estate Investment Trust II, Inc. | 6200 The Corners Parkway | |
Suite 250 | ||
Atlanta, Georgia 30092 |
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership of Wells Operating Partnership II, L.P., as of July 3, 2003.
WELLS REAL ESTATE INVESTMENT TRUST II, INC. | ||
By: | ||
Name: | Douglas P. Williams | |
Its: | Executive Vice President |