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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 10.14
Amendment No. 2 to the
Master Property Management, Leasing
and Construction Management Agreement
This Amendment No. 2 (“Amendment No. 1”) to the Master Property Management, Leasing And Construction Management Agreement (the “Agreement”) is made and entered into as of the 2nd day of April, 2008, by and among Wells Real Estate Investment Trust II, Inc., a Maryland corporation (“Wells REIT II”), Wells Operating Partnership II, L.P., a Delaware limited partnership (“Wells OP II”), Wells Capital, Inc., a Georgia corporation (“Advisor”) and Wells Management Company, Inc., a Georgia corporation (“Manager”).
Background
Wells REIT II, Wells OP II, Advisor and Manager entered into the Agreement on November 24, 2004, pursuant to which Owner (as defined in the Agreement) retained, and reserved the right to in the future retain, Manager to manage, coordinate the leasing of, and manage construction activities related to, some of the real estate properties acquired for the benefit of Wells REIT II under the terms and conditions set forth in the Agreement.
On April 16, 2007, Wells REIT II, Wells OP II, Advisor and Manager entered into Amendment No. 1 to the Agreement to remove certain properties from the scope of the Agreement.
In connection with an application to register the common stock of Wells REIT II for sale in the Commonwealth of Pennsylvania, the Pennsylvania Securities Commission has requested certain changes to the Agreement. Accordingly, the parties wish to amend the Agreement to accommodate the request of the Pennsylvania Securities Commission.
Capitalized terms used in this Amendment No. 2 but not defined herein have the meaning ascribed to them in the Agreement.
Agreement
Now, Therefore, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. | Amendment to Section 5.4.B. Section 5.4.B shall be amended and restated in its entirety to read as follows: |
A. | The Manager shall indemnify and hold harmless the Owner and Owner JV, including their respective officers, directors, partners and employees, from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Manager’s negligence or misconduct. |
1
2. | General. |
A. | The term “Agreement” as used in the Agreement shall be deemed to refer to the Agreement as amended by each subsequent amendment thereto. |
B. | Except as set forth herein, the Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. |
C. | This Amendment No. 2 may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. |
[Signatures appear on next page]
2
In Witness Whereof, the parties have executed this Amendment No. 2 to the Property Management, Leasing and Asset Management Agreement as of the date first above written.
WELLS REIT II: | ||
WELLS REAL ESTATE INVESTMENT TRUST II, INC. | ||
By: | /s/ Douglas P. Williams | |
Name: | Douglas P. Williams | |
Title: | Executive Vice President | |
WELLS OP II: | ||
WELLS OPERATING PARTNERSHIP II, L.P. | ||
By: | Wells Real Estate Investment Trust II, Inc. (as General Partner) | |
By: | /s/ Douglas P. Williams | |
Name: | Douglas P. Williams | |
Title: | Executive Vice President | |
ADVISOR: | ||
WELLS CAPITAL, INC. | ||
By: | /s/ Douglas P. Williams | |
Name: | Douglas P. Williams | |
Title: | Senior Vice President | |
MANAGER: | ||
WELLS MANAGEMENT COMPANY, INC. | ||
By: | /s/ M. Scott Meadows | |
Name: | M. Scott Meadows | |
Title: | Senior Vice President |