Modification Agreement



 Exhibit 10.14 
 MODIFICATION AGREEMENT 
  

					
	DATE:	  		  	March 20, 2012
			
	PARTIES:	  	Borrower:	  	COLE REAL ESTATE INCOME STRATEGY (DAILY NAV) OPERATING PARTNERSHIP, LP, a Delaware limited partnership
			
		  	Administrative Agent for the Lenders:	  	JPMORGAN CHASE BANK, N.A., a national banking association
			
		  	Lenders:	  	JPMORGAN CHASE BANK, N.A., a national banking association 

 RECITALS 
 A. The Lenders have extended to Borrower a revolving line of credit (“Loan”) in a maximum principal amount not to exceed $50,000,000.00 at any time pursuant to that Borrowing Base Revolving Line
of Credit Agreement dated December 8, 2011, among Borrower, Administrative Agent and the Lenders defined therein (the “Loan Agreement”), and evidenced by the Notes. The unpaid principal of the Loan as of March 2, 2012 was
$20,440,300.00. All undefined capitalized terms used herein shall have the meaning given them in the Loan Agreement. 
 B. The
Loan is secured by the property described in certain of the Loan Documents. 
 C. The following Repayment Guaranties (severally
and collectively, the “Repayment Guaranty”) were executed and delivered by the following Guarantors to Administrative Agent for the benefit of the Lenders: (i) Repayment Guaranties dated as of December 8, 2011, executed by COLE
REAL ESTATE INCOME STRATEGY (DAILY NAV), INC., a Maryland corporation, COLE WG ALBUQUERQUE (3400 COORS) NM, LLC, a Delaware limited liability company, COLE CV AUSTIN TX, LLC, a Delaware limited liability company, COLE TS LOCKHART TX, LLC, a Delaware
limited liability company, and COLE WG REIDSVILLE NC, LLC, a Delaware limited liability company; (ii) Repayment Guaranties dated as of December 9, 2011, executed by COLE TS BRUNSWICK GA, LLC, a Delaware limited liability company, COLE CV
ERIE PA, LLC, a Delaware limited liability company, COLE CV MANSFIELD OH, LLC, a Delaware limited liability company, and COLE MT SAN ANTONIO TX, LLC, a Delaware limited liability company; and (iii) Repayment Guaranty dated as of
December 20, 2011, executed by COLE AA MACOMB TOWNSHIP MI, LLC, a Delaware limited liability company. 
 D. Borrower has
requested that Administrative Agent and the Lenders modify the Loan and the Loan Documents as provided herein. Administrative Agent and the Lenders are willing to so modify the Loan and the Loan Documents, subject to the terms and conditions herein.








 AGREEMENT 
 For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, Administrative Agent and Lenders agree as follows: 

SECTION 1. ACCURACY OF RECITALS. 
 Borrower acknowledges the accuracy of the Recitals. 
 SECTION 2. MODIFICATION OF LOAN
DOCUMENTS. 
 2.1 The following definitions set forth in Section 1.1 of the Loan Agreement are hereby amended in
their entirety to read as follows: 
 “EBITDA” means, with respect to the Consolidated Group for any
period, consolidated net income of the Consolidated Group as determined in accordance with GAAP plus, to the extent previously deducted, interest, taxes, depreciation, amortization, straight lining of rents, gains or losses from sales of assets,
extraordinary items, impairment of real estate assets, other non-cash items, fees and expenses associated with the transaction contemplated by this Agreement, managements fees and expenses and real estate acquisition costs and expenses and the
Consolidated Group Pro Rata Share of interest, taxes, depreciation, amortization, straight lining of rents, gains or losses from sales of assets, extraordinary items, impairment of real estate assets, other non-cash items, management fees and
expenses and real estate acquisition costs and expenses for the Investment Affiliates. To the extent previously deducted, all of the above described modifiers to such consolidated net income are as derived from CREIS’ books and records, which
books and records are to be maintained in accordance with GAAP. 
 “First Adjustment Date”
means the earlier of (i) September 8, 2012, or (ii) provided that Borrower is in compliance with the terms and provisions of this Agreement and no Event of Default or Unmatured Event of Default shall exist, the date selected by
Borrower by written notice to Administrative Agent. Any such election by Borrower shall be irrevocable. 

“Modified Funds From Operations” shall have the meaning determined, as of the Closing Date (or, if acceptable
to the Borrower and the Administrative Agent, as it may be updated from time to time), by the National Association of Real Estate Investment Trusts to be the meaning most commonly used by its members, as adjusted by (a) real estate acquisition
costs and expenses for acquisitions that were consummated for the Consolidated Group and (b) the Consolidated Group’s Pro Rata Share of real estate acquisition costs and expenses for acquisitions that were consummated for the Investment
Affiliates. 
 “Second Adjustment Date” means the earlier of (i) March 8, 2013, or
(ii) provided that Borrower is in compliance with the terms and provisions of this Agreement and no Event of Default or Unmatured Event of Default shall exist, the date selected by Borrower by written notice to Administrative Agent. Any such
election by Borrower shall be irrevocable. 

  
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 2.2 Section 3.2(a)(ii) of the Loan Agreement is hereby amended in its entirety to read
as follows: 
 (ii) (A) Prior to September 8, 2012, not less than 76% of the Single-Tenant Properties that
constitute Qualified Properties comprising Eligible Collateral shall be leased to Credit Tenants pursuant to a Lease, and (B) Commencing on and continuing after September 8, 2012, not less than 85% of the Single-Tenant Properties that
constitute Qualified Properties comprising Eligible Collateral shall be leased to Credit Tenants pursuant to a Lease; 
 2.3
Notwithstanding anything to the contrary contained in the Loan Agreement, as amended hereby, no additional Single-Tenant Properties that are not leased to Credit Tenants pursuant to a Lease shall be added to the Eligible Collateral as Qualified
Properties after the date hereof unless, after taking into account the addition of such Single-Tenant Properties, not less than 85% of all Single-Tenant Properties that constitute Qualified Properties comprising Eligible Collateral shall be leased
to Credit Tenants pursuant to a Lease. 
 2.4 This Agreement shall constitute one of the Loan Documents as that term is defined
in the Loan Agreement. 
 2.5 Each reference in the Loan Documents to any of the Loan Documents is hereby amended to be a
reference to such document as modified herein. 
 SECTION 3. RATIFICATION OF LOAN DOCUMENTS AND COLLATERAL. 

The Loan Documents are ratified and affirmed by Borrower and shall remain in full force and effect as modified herein. Any property or
rights to or interests in property granted as security in the Loan Documents shall remain as security for the Loan and the obligations of Borrower in the Loan Documents. 
 SECTION 4. BORROWER REPRESENTATIONS AND WARRANTIES. 
 Borrower
represents and warrants to Administrative Agent and the Lenders: 
 4.1 No Event of Default or Unmatured Event of Default has
occurred and is continuing. 
 4.2 There has been no material adverse change in the financial condition of Borrower or any other
person whose financial statement has been delivered to Administrative Agent in connection with the Loan from the most recent financial statement received by Administrative Agent. 

4.3 All representations and warranties made by Borrower and set forth in the Loan Documents are true and correct in all material respects
on the date hereof, except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct, in all material respects, as of such earlier date. 

  
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 4.4 As of the date hereof, Borrower knows of no claims, counterclaims, defenses, or set-offs
with respect to the Loan or the Loan Documents as modified herein. 
 4.5 The Loan Documents as modified herein are the legal,
valid, and binding obligation of Borrower, enforceable against Borrower in accordance with their terms, subject to or limited by bankruptcy, insolvency, reorganization, arrangement, moratorium, or other similar laws relating to or affecting the
rights of creditors generally and by equitable principles of general application. 
 4.6 Borrower is validly existing under the
laws of the State of its formation or organization and has the requisite power and authority to execute and deliver this Agreement and to perform the Loan Documents as modified herein. The execution and delivery of this Agreement and the performance
of the Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower. This Agreement has been duly executed and delivered on behalf of Borrower. 

SECTION 5. CONDITIONS PRECEDENT. 
 The agreements of Administrative Agent and the Lenders and the modifications contained herein shall not be binding upon Administrative Agent or the Lenders until Administrative Agent and Lenders have
executed and delivered this Agreement, and the Administrative Agent has received, at Borrower’s expense, all of the following, all of which shall be in form and content satisfactory to the Administrative Agent and shall be subject to approval
by the Administrative Agent: 
 5.1 An original of this Agreement fully executed by Borrower; 

5.2 An original of the attached Consent and Agreement of Guarantor fully executed by Guarantors; 

5.3 Such other documents as Administrative Agent or the Lenders may reasonably request; 

5.4 Such resolutions or authorizations and such other documents as the Administrative Agent may require relating to the existence and
good standing of Borrower, and the authority of any person executing this Agreement or other documents on behalf of Borrower; and 
 5.5 Payment of all reasonable out-of-pocket external costs and expenses incurred by the Administrative Agent in connection with this Agreement (including, without limitation, outside attorneys costs,
expenses, and fees). 
 SECTION 6. INTEGRATION, ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION, OR WAIVER. 

The Loan Documents as modified herein contain the complete understanding and agreement of Borrower, Administrative Agent and the Lenders
in respect of the Loan and supersede all prior representations, warranties, agreements, arrangements, understandings, and negotiations. No provision of the Loan Documents as modified herein may be changed, discharged, supplemented, terminated, or
waived except as provided in the Loan Agreement. The terms of this Agreement shall control with respect to any inconsistencies, conflicts or ambiguities between or among the Agreement and the other Loan Documents. 

  
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 SECTION 7. BINDING EFFECT. 

The Loan Documents as modified herein shall be binding upon and shall inure to the benefit of Borrower, Administrative Agent and the
Lenders and their permitted successors and assigns. 
 SECTION 8. CHOICE OF LAW. 

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF ARIZONA, WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS RULES OF THE STATE OF ARIZONA. 
 SECTION 9. COUNTERPART EXECUTION. 

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same document. Signature pages may be detached from the counterparts and attached to a single copy of this Agreement to physically form one document. 
 DATED as of the date first above stated. 
  

							
	 BORROWER:
  

COLE REAL ESTATE INCOME STRATEGY (DAILY NAV) OPERATING PARTNERSHIP, LP, a Delaware limited partnership

		
	BY:	 	 
 
 	COLE REAL ESTATE INCOME STRATEGY
(DAILY NAV), INC., a Maryland corporation,
General Partner
		 				 	
		 	 	By:	  	 	 /s/ D. Kirk McAllaster Jr.

		 				 	D. Kirk McAllaster, Jr., Chief Financial Officer



  
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	ADMINISTRATIVE AGENT AND LENDER:
		 	
	JPMORGAN CHASE BANK, N.A., a national banking association
		
	By:	 	/s/ Ryan M. Dempsey
	Name: Ryan M. Dempsey
	Title: Authorized Officer



  
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 CONSENT AND AGREEMENT OF GUARANTOR 

With respect to the Modification Agreement, dated March 20, 2012 (the “Agreement”), among COLE REAL ESTATE INCOME STRATEGY
(DAILY NAV) OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Borrower”), the Lenders a party thereto and JPMORGAN CHASE BANK, N.A., a national banking association (“Administrative Agent”) (as Administrative Agent for
the Lenders (the “Lenders”)), the undersigned (severally and collectively “Guarantor”) agrees for the benefit of Lenders as follows: 
 1. Guarantor acknowledges (i) receiving a copy of and reading the Agreement, (ii) the accuracy of the Recitals in the Agreement, and (iii) the effectiveness of (A) its Repayment
Guaranty as modified herein, and (B) any other agreements, documents, or instruments securing or otherwise relating to such Repayment Guaranty, (including, without limitation, any environmental indemnity agreement previously executed and
delivered by the undersigned), as modified herein. Each Repayment Guaranty and such other agreements, documents, and instruments, as modified herein, are referred to individually and collectively as the “Guarantor Documents.” 

2. Guarantor consents to the modification of the Loan Documents as provided in the Agreement and all other matters in the Agreement.

 3. Guarantor agrees that all references, if any, to the Notes, the Loan Agreement and the Loan Documents in the Guarantor
Documents shall be deemed to refer to such agreements, documents, and instruments as modified and/or replaced by or pursuant to the Agreement. 
 4. Guarantor reaffirms the Guarantor Documents and agrees that the Guarantor Documents continue in full force and effect and remain unchanged, except as specifically modified by this Consent and Agreement
of Guarantor. 
 5. Guarantor agrees that the Guarantor Documents, as modified by this Consent and Agreement of Guarantor, are
the legal, valid, and binding obligations of the undersigned, enforceable in accordance with their terms against the undersigned, subject to or limited by bankruptcy, insolvency, reorganization, arrangement, moratorium, or other similar laws
relating to or affecting the rights of creditors generally and by equitable principles of general application. 
 6. Guarantor
agrees that, as of the date hereof, Guarantor knows of no claims, counterclaims, defenses, or offsets with respect to the enforcement against Guarantor of the Guarantor Documents. 

7. Guarantor represents and warrants that there has been no material adverse change in the financial condition of any Guarantor from the
most recent financial statement received by Administrative Agent. 
 8. Guarantor agrees that this Consent and Agreement of
Guarantor may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. Signature and acknowledgement pages may be detached from the counterparts and
attached to a single copy of this Consent and Agreement of Guarantor(s) to physically form one document. 







 DATED as of the date of the Agreement. 

 

							
	 GUARANTOR:
  

COLE REAL ESTATE INCOME STRATEGY (DAILY NAV), INC., a Maryland corporation

		
	By:	 	 	/s/ D. Kirk McAllaster, Jr.
		 	 	D. Kirk McAllaster, Jr., Chief Financial Officer
		 				 	
	COLE WG ALBUQUERQUE (3400 COORS) NM, LLC, a Delaware limited liability company
		 				 	
	 By:
	 	 
 
 	Cole Real Estate Income Strategy (Daily NAV)
Advisors, LLC, a Delaware limited liability
company, its Manager
		 				 	
		 	 	By:	  	 	 /s/ John M. Pons

		 				 	John M. Pons, Executive Vice President
		 				 	
	COLE CV AUSTIN TX, LLC, a Delaware limited liability company
		 				 	
	 By:
	 	 
 
 	Cole Real Estate Income Strategy (Daily NAV)
Advisors, LLC, a Delaware limited liability
company, its Manager
		 				 	
		 	 	By:	  	 	 /s/ John M. Pons

		 				 	John M. Pons, Executive Vice President









 
							
	COLE TS LOCKHART TX, LLC, a Delaware limited liability company
		
	By:	 	 
 
 	Cole Real Estate Income Strategy (Daily NAV)
Advisors, LLC, a Delaware limited liability
company, its Manager
		 				 	
		 	 	By:	  	 	 /s/ John M. Pons

		 				 	John M. Pons, Executive Vice President
		 				 	
	COLE WG REIDSVILLE NC, LLC, a Delaware limited liability company
		 				 	
	 By:
	 	 
 
 	Cole Real Estate Income Strategy (Daily NAV)
Advisors, LLC, a Delaware limited liability
company, its Manager
		 				 	
		 	 	By:	  	 	 /s/ John M. Pons

		 				 	John M. Pons, Executive Vice President
		 				 	
	COLE TS BRUNSWICK GA, LLC, a Delaware limited liability company
		 				 	
	 By:
	 	 
 
 	Cole Real Estate Income Strategy (Daily NAV)
Advisors, LLC, a Delaware limited liability
company, its Manager
		 				 	
		 	 	By:	  	 	 /s/ John M. Pons

		 				 	John M. Pons, Executive Vice President









 
							
	COLE CV ERIE PA, LLC, a Delaware limited liability company
		
	By:	 	 
 
 	Cole Real Estate Income Strategy (Daily NAV)
Advisors, LLC, a Delaware limited liability
company, its Manager
		 				 	
		 	 	By:	  	 	 /s/ John M. Pons

		 				 	John M. Pons, Executive Vice President
		 				 	
	COLE CV MANSFIELD OH, LLC, a Delaware limited liability company
		 				 	
	 By:
	 	 
 
 	Cole Real Estate Income Strategy (Daily NAV)
Advisors, LLC, a Delaware limited liability
company, its Manager
		 				 	
		 	 	By:	  	 	 /s/ John M. Pons

		 				 	John M. Pons, Executive Vice President
		 				 	
	COLE MT SAN ANTONIO TX, LLC, a Delaware limited liability company
		 				 	
	 By:
	 	 
 
 	Cole Real Estate Income Strategy (Daily NAV)
Advisors, LLC, a Delaware limited liability
company, its Manager
		 				 	
		 	 	By:	  	 	 /s/ John M. Pons

		 				 	John M. Pons, Executive Vice President









 
							
	COLE AA MACOMB TOWNSHIP MI, LLC, a Delaware limited liability company
		
	By:	 	 
 
 	Cole Real Estate Income Strategy (Daily NAV)
Advisors, LLC, a Delaware limited liability
company, its Manager
		 				 	
		 	 	By:	  	 	 /s/ John M. Pons

		 				 	John M. Pons, Executive Vice President