EX-10.1






EXHIBIT 10.1




AMENDED AND RESTATED

DISTRIBUTION REINVESTMENT PLAN

COLE CREDIT PROPERTY TRUST II, INC.

Effective as of December 31, 2005




Cole Credit Property Trust II, Inc., a Maryland corporation (the “Company”), has adopted this
Amended and Restated Distribution Reinvestment Plan (the “Plan”), to be administered by the Company
or an unaffiliated third party (the “Administrator”) as agent for participants in the Plan
(“Participants”), on the terms and conditions set forth below.



1. Election to Participate. Any purchaser of shares of common stock of the Company, par
value $.01 per share (the “Shares”), may become a Participant by making a written election to
participate on such purchaser’s subscription agreement at the time of subscription for Shares. Any
stockholder who has not previously elected to participate in the Plan, and subject to Section 8(b)
herein, any participant in any previous or subsequent publicly offered limited partnership, real
estate investment trust or other real estate program sponsored by the Company or its affiliates (an
“Affiliated Program”), may so elect at any time by completing and executing an authorization form
obtained from the Administrator or any other appropriate documentation as may be acceptable to the
Administrator. Participants in the Plan generally are required to have the full amount of their
cash distributions (other than “Excluded Distributions” as defined below) with respect to all
Shares or shares of stock or units of limited partnership interest of an Affiliated Program
(collectively “Securities”) owned by them reinvested pursuant to the Plan. However, the
Administrator shall have the sole discretion, upon the request of a Participant, to accommodate a
Participant’s request for less than all of the Participant’s Securities to be subject to
participation in the Plan.



2. Distribution Reinvestment. The Administrator will receive all cash distributions (other
than Excluded Distributions) paid by the Company or an Affiliated Participant with respect to
Securities of Participants (collectively, the “Distributions”). Participation will commence with
the next Distribution payable after receipt of the Participant’s election pursuant to Paragraph 1
hereof, provided it is received at least ten (10) days prior to the last day of the period to which
such Distribution relates. Subject to the preceding sentence, regardless of the date of such
election, a holder of Securities will become a Participant in the Plan effective on the first day
of the period following such election, and the election will apply to all Distributions
attributable to such period and to all periods thereafter. As used in this Plan, the term
“Excluded Distributions” shall mean those cash or other distributions designated as Excluded
Distributions by the Board of the Company or the board or general partner of an Affiliated Program,
as applicable.



3. General Terms of Plan Investments.



(a) The Company intends to offer Shares pursuant to the Plan at the higher of 95% of the
estimated value of one share as estimated by the Company’s board of directors or $9.50 per share,
regardless of the price per Security paid by the Participant for the Securities in respect of which
the Distributions are paid. A stockholder may not participate in the Plan through distribution
channels that would be eligible to purchase shares in the public offering of shares pursuant to the
Company’s prospectus outside of the Plan at prices below $9.50 per share.



(b) Selling commissions will not be paid for the Shares purchased pursuant to the Plan.



(c) Dealer manager fees will not be paid for the Shares purchased pursuant to the Plan.



(d) For each Participant, the Administrator will maintain an account which shall reflect for
each period in which Distributions are paid (a “Distribution Period”) the Distributions received by
the Administrator on behalf of such Participant. A Participant’s account shall be reduced as
purchases of Shares are made on behalf of such Participant.



(e) Distributions shall be invested in Shares by the Administrator promptly following the
payment date with respect to such Distributions to the extent Shares are available for purchase
under the Plan. If sufficient Shares are not available, any such funds that have not been invested
in Shares within 30 days after receipt by the Administrator and, in any event, by the end of the
fiscal quarter in which they are received, will be distributed to Participants. Any interest
earned on such accounts will be paid to the Company and will become property of the Company.



(f) Participants may acquire fractional Shares so that 100% of the Distributions will be used
to acquire Shares. The ownership of the Shares shall be reflected on the books of the Company or
its transfer agent.



4. Absence of Liability. Neither the Company nor the Administrator shall have any
responsibility or liability as to the value of the Shares or any change in the value of the Shares
acquired for the Participant’s account. Neither the Company nor the Administrator shall be liable
for any act done in good faith, or for any good faith omission to act hereunder.



5. Suitability. Each Participant shall notify the Administrator in the event that, at any
time during his participation in the Plan, there is any material change in the Participant’s
financial condition or inaccuracy of any representation under the Subscription Agreement for the
Participant’s initial purchase of Shares. A material change shall include any anticipated or
actual decrease in net worth or annual gross income or any other change in circumstances that would
cause the Participant to fail to meet the suitability standards set forth in the Company’s
prospectus for the Participant’s initial purchase of Shares.



6. Reports to Participants. Within ninety (90) days after the end of each calendar year, the
Administrator will mail to each Participant a statement of account describing, as to such
Participant, the Distributions received, the number of Shares purchased and the per Share purchase
price for such Shares pursuant to the Plan during the prior year. Each statement also shall advise
the Participant that, in accordance with Section 5 hereof, the Participant is required to notify
the Administrator in the event there is any material change in the Participant’s financial
condition or if any representation made by the Participant under the subscription agreement for the
Participant’s initial purchase of Securities becomes inaccurate. Tax information regarding a
Participant’s participation in the Plan will be sent to each Participant by the Company or the
Administrator at least annually.



7. Taxes. Taxable Participants may incur a tax liability for Distributions even though they
have elected not to receive their Distributions in cash but rather to have their Distributions
reinvested in Shares under the Plan.



8. Reinvestment in Subsequent Programs.



(a) After the termination of the Company’s initial public offering of Shares pursuant to the
Company’s prospectus dated June 27, 2005 (the “Initial Offering”), the Company may determine, in
its sole discretion, to cause the Administrator to provide to each Participant notice of the
opportunity to have some or all of such Participant’s Distributions (at the discretion of the
Administrator and, if applicable, the Participant) invested through the Plan in any publicly
offered limited partnership, real estate investment trust or other real estate program sponsored by
the Company or an Affiliated Program (a “Subsequent Program”). If the Company makes such an
election, Participants may invest Distributions in equity securities issued by such Subsequent
Program through the Plan only if the following conditions are satisfied:




(i) prior to the time of such reinvestment, the Participant has received the final
prospectus and any supplements thereto offering interests in the Subsequent Program and
such prospectus allows investment pursuant to a distribution reinvestment plan;




(ii) a registration statement covering the interests in the Subsequent Program has
been declared effective under the Securities Act of 1933, as amended;




(iii) the offering and sale of such interests are qualified for sale under the
applicable state securities laws;




(iv) the Participant executes the subscription agreement included with the prospectus
for the Subsequent Program; and




(v) the Participant qualifies under applicable investor suitability standards as
contained in the prospectus for the Subsequent Program.



(b) The Company may determine, in its sole discretion, to cause the Administrator to allow one
or more participants of an Affiliated Program to become a “Participant.” If the Company makes such
an election, such Participants may invest distributions received from the Affiliated Program in
Shares through this Plan, if the following conditions are satisfied:




(i) prior to the time of such reinvestment, the Participant has received the final
prospectus and any supplements thereto offering interests in the Subsequent Program and
such prospectus allows investment pursuant to a distribution reinvestment plan;




(ii) a registration statement covering the interests in the Subsequent Program has
been declared effective under the Securities Act of 1933, as amended;




(iii) the offering and sale of such interests are qualified for sale under the
applicable state securities laws;




(iv) the Participant executes the subscription agreement included with the prospectus
for the Subsequent Program; and




(v) the Participant qualifies under applicable investor suitability standards as
contained in the prospectus for the Subsequent Program.



9. Termination.



(a) A Participant may terminate or modify his participation in the Plan at any time by written
notice to the Administrator. To be effective for any Distribution, such notice must be received by
the Administrator at least ten (10) days prior to the last day of the Distribution Period to which
it relates.



(b) Prior to the listing of the Shares on a national securities exchange or inclusion of the
Shares for quotation on The Nasdaq National Market, a Participant’s transfer of Shares will
terminate participation in the Plan with respect to such transferred Shares as of the first day of
the Distribution Period in which such transfer is effective, unless the transferee of such Shares
in connection with such transfer demonstrates to the Administrator that such transferee meets the
requirements for participation hereunder and affirmatively elects participation by delivering an
executed authorization form or other instrument required by the Administrator.



10. State Regulatory Restrictions. The Administrator is authorized to deny participation in
the Plan to residents of any state or foreign jurisdiction that imposes restrictions on
participation in the Plan that conflict with the general terms and provisions of this Plan,
including, without limitation, any general prohibition on the payment of broker-dealer commissions
for purchases under the Plan.



11. Amendment or Termination by Company.



(a) The terms and conditions of this Plan may be amended by the Company at any time, including
but not limited to an amendment to the Plan to substitute a new Administrator to act as agent for
the Participants, by mailing an appropriate notice at least ten (10) days prior to the effective
date thereof to each Participant.



(b) The Administrator may terminate a Participant’s individual participation in the Plan and
the Company may terminate the Plan itself, at any time by providing ten (10) days’ prior written
notice to a Participant, or to all Participants, as the case may be.



(c) After termination of the Plan or termination of a Participant’s participation in the Plan,
the Administrator will send to each Participant a check for the amount of any Distributions in the
Participation’s account that have not been invested in Shares. Any future Distributions with
respect to such former Participant’s Shares made after the effective date of the termination of the
Participant’s participation will be sent directly to the former Participant.



12. Participation by Limited Partners of Cole Operating Partnership II, LP. For purposes of
this Plan, “stockholders” shall be deemed to include limited partners of Cole Operating Partnership
II, LP (the “Partnership”), “Participants” shall be deemed to include limited partners of the
Partnership that elect to participate in the Plan, and “Distribution,” when used with respect to a
limited partner of the Partnership, shall mean cash distributions on limited partnership interests
held by such limited partner.



13. Governing Law. This Plan and the Participants’ election to participate in the Plan shall
be governed by the laws of the State of Maryland.



14. Notice. Any notice or other communication required or permitted to be given by any
provision of this Plan shall be in writing and, if to the Administrator, addressed to Investor
Services Department, 2555 East Camelback Road, Suite 400, Phoenix, Arizona 85016, or such other
address as may be specified by the Administrator by written notice to all Participants. Notices to
a Participant may be given by letter addressed to the Participant at the Participant’s last address
of record with the Administrator. Each Participant shall notify the Administrator promptly in
writing of any changes of address.