EX-10.12 SECOND AMENDMENT TO PROPERTY AND LEASING






Exhibit 10.12




SECOND AMENDMENT TO THE

AMENDED AND RESTATED
PROPERTY MANAGEMENT AND LEASING AGREEMENT

BY AND AMONG

COLE CREDIT PROPERTY TRUST II, INC.,

COLE OPERATING PARTNERSHIP II, L.P.

COLE REALTY ADVISORS, INC.




     This SECOND AMENDMENT to the AMENDED AND RESTATED PROPERTY MANAGEMENT AND LEASING AGREEMENT
(this “Second Amendment”) is made this 1stday of June, 2008, and is effective
as of May 9, 2007, by and among COLE CREDIT PROPERTY TRUST II, INC., a Maryland corporation (the
“Company”), COLE OPERATING PARTNERSHIP II, LP., a Delaware limited partnership (“Cole
OP”) and COLE REALTY ADVISORS, INC. (f/k/a Fund Realty Advisors, Inc.), an Arizona corporation
(the “Manager”). This Second Amendment amends that certain Amended and Restated Property
Management and Leasing Agreement dated as of September 16, 2005, by and among the Company, Cole OP
and the Manager (the “Property Management Agreement”) and supersedes that certain First
Amendment to the Property Management Agreement dated May 9, 2007 (the “First Amendment”).
All capitalized terms not defined herein shall have the meanings given to each in the Property
Management Agreement.



     WHEREAS, the Independent Directors previously approved a revised property management fee
payable to the Manager for managing multi-tenant properties;



     WHEREAS, the Property Management Agreement was amended by the First Amendment in order to
revise the management fee payable to the Manager for managing multi-tenant properties as approved
by the Independent Directors;



     WHEREAS, the First Amendment contains a scrivener’s error which the parties hereto desire to
correct; and



     WHEREAS, Section 8.7 of the Property Management Agreement provides that the agreement may be
amended only by an instrument in writing signed by the party against whom enforcement of the
amendment is sought;



     NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein
contained, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:



     1. Section 5.1, “Management Fees,” is hereby deleted and replaced with the following:



     “5.1 Management Fees. Commencing on the date the Company’s registration statement,
Securities and Exchange Commission No. 333-138444, is declared effective, Owner shall
pay Manager property management and leasing fees in an amount equal to (i) up to two percent (2.0%)
of Gross Revenues of single-tenant properties and (ii) up to four percent (4.0%) of Gross Revenues
of multi-tenant properties, less all payments to third-party property management subcontractors
(the “Management Fees”) on a monthly basis from the rental income



 









 




received from the Properties over the term of this Management Agreement. Manager’s compensation
under this Section 5.1 shall apply to all renewals, extensions or expansions of Leases that
Manager has originally negotiated. In the event Manager assists with planning and coordinating the
construction of any tenant-paid finish-out or improvements, Manager shall be entitled to receive
from the Owner for any such tenant improvement an amount equal to not greater than five percent
(5.0%) of the cost of such tenant improvements.




     2. This
Second Amendment may be executed in any number of counterparts, each of
which shall be deemed to be an original as against any party whose signature appears thereon,
and all of such counterparts shall together constitute one and the same instrument. This
Second Amendment shall become binding when one or more counterparts hereof, individually or taken
together, shall bear the signatures of all of the parties reflected hereon as the signatories.
This Second Amendment may be executed and delivered by fax
(telecopier); any original signatures
that are initially delivered by fax shall be physically delivered with reasonable promptness
thereafter. Any term used herein not otherwise defined shall have the definition ascribed to
such term in the Property Management Agreement.



     3. Except
as specifically amended hereby and as previously amended, the Property
Management Agreement shall remain in full force and effect.



[SIGNATURES APPEAR ON THE FOLLOWING PAGES]





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     IN WITNESS WHEREOF, the undersigned have set their hands and seals as of the date first above
written.



	 	 	 	 	 
	 	COLE CREDIT PROPERTY TRUST II,
INC.

 	 
	 	By:  	/s/ D. Kirk McAllaster, Jr.
 	 
	 	 	D. Kirk McAllaster, Jr. 	 
	 	 	Executive Vice President and
Chief Financial
Officer 	 
	 



	 	 	 	 	 
	 	COLE OPERATING PARTNERSHIP II, LP

 	 
	 	By:  	Cole Credit Property Trust II,
Inc.
General Partner
 	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/  John M. Pons
 	 
	 	 	John M. Pons 	 
	 	 	Secretary 	 
	 



	 	 	 	 	 
	 	COLE REALTY ADVISORS, INC.

 	 
	 	By:  	/s/  John M. Pons
 	 
	 	 	John M. Pons 	 
	 	 	Executive Vice President and Secretary 	 
	 




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