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Delaware Limited Partnership Agreement

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Exhibit 10.2

AGREEMENT OF LIMITED PARTNERSHIP

OF

WELLS OPERATING PARTNERSHIP II, L.P.


i

TABLE OF CONTENTS


ARTICLE I

DEFINED TERMS 1

ARTICLE II

PARTNERSHIP FORMATION AND IDENTIFICATION 8

2.01

Formation. 8

2.02

Name, Office and Registered Agent. 8

2.03

Partners 8

2.04

Term and Dissolution 8

2.05

Filing of Certificate and Perfection of Limited Partnership 9

2.06

Certificates Describing Partnership Units 9

ARTICLE III

BUSINESS OF THE PARTNERSHIP 10

ARTICLE IV

CAPITAL CONTRIBUTIONS AND ACCOUNTS 10

4.01

Capital Contributions 10

4.02

Additional Capital Contributions and Issuance of Additional Partnership Interests 10

4.03

Additional Funding 12

4.04

Capital Accounts 12

4.05

Percentage Interests 13

4.06

No Interest on Contributions 13

4.07

Return of Capital Contributions 13

4.08

No Third Party Beneficiary 13

ARTICLE V

PROFITS AND LOSSES; DISTRIBUTIONS 14

5.01

Allocation of Profit and Loss 14

5.02

Distribution of Cash 16

5.03

REIT Distribution Requirements 17

5.04

No Right to Distributions In Kind 17

5.05

Limitations on Return of Capital Contributions 17

5.06

Distributions Upon Liquidation 17

5.07

Substantial Economic Effect 17

ARTICLE VI

RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER 18

6.01

Management of the Partnership 18

6.02

Delegation of Authority 20

6.03

Indemnification 21

6.04

Liability of the General Partner 22

6.05

Reimbursement of General Partner 23

6.06

Outside Activities 23

6.07

Employment or Retention of Affiliates 23

6.08

[reserved] 24

6.09

Title to Partnership Assets 24

6.10

Miscellaneous 24


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ARTICLE VII

CHANGES IN GENERAL PARTNER 24

7.01

Transfer of the General Partner' s Partnership Interest 24

7.02

Admission of a Substitute or Additional General Partner 26

7.03

Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner 27

7.04

Removal of a General Partner 27

ARTICLE VIII

RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS 28

8.01

Management of the Partnership 28

8.02

Power of Attorney 28

8.03

Limitation on Liability of Limited Partners 29

8.04

[reserved] 29

8.05

Exchange Right 29

8.06

[reserved] 30

ARTICLE IX

TRANSFERS AND REDEMPTIONS OF LIMITED PARTNERSHIP INTERESTS 31

9.01

Purchase for Investment 31

9.02

Restrictions on Transfer of Limited Partnership Interests 31

9.03

Admission of Substitute Limited Partner 32

9.04

Rights of Assignees of Partnership Interests 33

9.05

Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner 34

9.06

Joint Ownership of Interests 34

9.07

Redemption of Partnership Units 34

ARTICLE X

BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS 34

10.01

Books and Records 34

10.02

Custody of Partnership Funds, Bank Accounts 35

10.03

Fiscal and Taxable Year 35

10.04

Annual Tax Information and Report 35

10.05

Tax Matters Partner, Tax Elections, Special Basis Adjustments 35

10.06

Reports to Limited Partners 36

ARTICLE XI

AMENDMENT OF AGREEMENT; MERGER 36

ARTICLE XII

GENERAL PROVISIONS 37

12.01

Notices 37

12.02

Survival of Rights 37

12.03

Additional Documents 37

12.04

Severability 37

12.05

Entire Agreement 37

12.06

Pronouns and Plurals 37

12.07

Headings 38

12.08

Counterparts 38

12.09

Governing Law 38

EXHIBIT A 40

EXHIBIT B 41

AGREEMENT OF LIMITED PARTNERSHIP

OF

WELLS OPERATING PARTNERSHIP II, L.P.

RECITALS


Wells Operating Partnership II, L.P. (the " Partnership" ) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware effective as of July 17, 2003. This Agreement of Limited Partnership is entered into this day of , 2003 between Wells Real Estate Investment Trust II, Inc., a Maryland corporation (the " General Partner" ) and the Limited Partner(s) set forth on Exhibit A hereto (the " Agreement" ).


AGREEMENT


NOW, THEREFORE, in consideration of the foregoing, of mutual covenants between the parties hereto, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


ARTICLE I DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings specified below:


" Act" means the Delaware Revised Uniform Limited Partnership Act, as it may be amended from time to time.


" Additional Funds" has the meaning set forth in Section 4.03 hereof.


" Additional Securities" means any additional REIT Shares (other than REIT Shares issued in connection with an exchange pursuant to Section 8.05 hereof) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares, as set forth in Section 4.02(a)(ii).


" Administrative Expenses" means (i) all administrative and operating costs and expenses incurred by the Partnership, (ii) those administrative costs and expenses of the General Partner, including any salaries or other payments to directors, officers or employees of the General Partner, and any accounting and legal expenses of the General Partner, which expenses, the Partners have agreed, are expenses of the Partnership and not the General Partner, and (iii) to the extent not included in clause (ii) above, REIT Expenses; provided, however, that Administrative Expenses shall not include any administrative costs and expenses incurred by the General Partner that are attributable to Properties or partnership interests in a Subsidiary Partnership that are owned by the General Partner directly.

" Advisor" means Wells Capital, Inc., a Georgia corporation.

" Affiliate" means, (i) any Person that, directly or indirectly, controls or is controlled by or is under common control with such Person, (ii) any other Person that owns, beneficially, directly or indirectly, 10% or more of the outstanding capital stock, shares or equity interests of such Person, or (iii) any officer, director, employee, partner or trustee of such Person or any Person controlling, controlled by or under common control with such Person (excluding trustees and persons serving in similar capacities who are not otherwise an Affiliate of such Person). For the purposes of this definition, " control" (including the correlative meanings of the terms " controlled by" and " under common control with" ), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, through the ownership of voting securities or partnership interests or otherwise.

" Agreed Value" means the fair market value of a Partner' s non-cash Capital Contribution as of the date of contribution as agreed to by such Partner and the General Partner. The names and addresses of the Partners, number of Partnership Units issued to each Partner, and the Agreed Value of non-cash Capital Contributions as of the date of contribution is set forth on Exhibit A .

" Agreement" means this Agreement of Limited Partnership.


" Articles Of Incorporation" means the Articles of Incorporation of the General Partner filed with the Maryland State Department of Assessments and Taxation, as amended or restated from time to time.

" Capital Account" has the meaning provided in Section 4.04 hereof.


" Capital Contribution" means the total amount of cash, cash equivalents, and the Agreed Value of any Property or other asset contributed or agreed to be contributed, as the context requires, to the Partnership by each Partner pursuant to the terms of the Agreement. Any reference to the Capital Contribution of a Partner shall include the Capital Contribution made by a predecessor holder of the Partnership Interest of such Partner.


" Cash Amount" means an amount of cash per Partnership Unit equal to the Value of the REIT Shares Amount on the date of receipt by the General Partner of a Notice of Exchange.

" Certificate" means any instrument or document that is required under the laws of the State of Delaware, or any other jurisdiction in which the Partnership conducts business, to be signed and sworn to by the Partners of the Partnership (either by themselves or pursuant to the power-of-attorney granted to the General Partner in Section 8.02 hereof) and filed for recording in the appropriate public offices within the State of Delaware or such other jurisdiction to perfect or maintain the Partnership as a limited partnership, to effect the admission, withdrawal, or substitution of any Partner of the Partnership, or to protect the limited liability of the Limited Partners as limited partners under the laws of the State of Delaware or such other jurisdiction.

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" Code" means the Internal Revenue Code of 1986, as amended, and as hereafter amended from time to time. Reference to any particular provision of the Code shall mean that provision in the Code at the date hereof and any successor provision of the Code.


" Commission" means the U.S. Securities and Exchange Commission.

" Conversion Factor " means 1.0, provided that in the event that the General Partner (i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares, (ii) subdivides its outstanding REIT Shares, or (iii) combines its outstanding REIT Shares into a smaller number of REIT Shares, the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of REIT Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on such date and, provided further, that in the event that an entity other than an Affiliate of the General Partner shall become General Partner pursuant to any merger, consolidation or combination of the General Partner with or into another entity (the " Successor Entity" ), the Conversion Factor shall be adjusted by multiplying the Conversion Factor by the number of shares of the Successor Entity into which one REIT Share is converted pursuant to such merger, consolidation or combination, determined as of the date of such merger, consolidation or combination. Any adjustment to the Conversion Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event; provided, however, that if the General Partner receives a Notice of Exchange after the record date, but prior to the effective date of such dividend, distribution, subdivision or combination, the Conversion Factor shall be determined as if the General Partner had received the Notice of Exchange immediately prior to the record date for such dividend, distribution, subdivision or combination.


" Event of Bankruptcy" as to any Person means the filing of a petition for relief as to such Person as debtor or bankrupt under the Bankruptcy Code of 1978 or similar provision of law of any jurisdiction (except if such petition is contested by such Person and has been dismissed within 90 days); insolvency or bankruptcy of such Person as finally determined by a court proceeding; filing by such Person of a petition or application to accomplish the same or for the appointment of a receiver or a trustee for such Person or a substantial part of his assets; commencement of any proceedings relating to such Person as a debt or under any other reorganization, arrangement, insolvency, adjustment of debt or liquidation law of any jurisdiction, whether now in existence or hereinafter in effect, either by such Person or by another, provided that if such proceeding is commenced by another, such Person indicates his approval of such proceeding, consents thereto or acquiesces therein, or such proceeding is contested by such Person and has not been finally dismissed within 90 days.


" Exchange Amount" means either the Cash Amount or the REIT Shares Amount, as selected by the General Partner in its sole and absolute discretion pursuant to Section 8.05(b) hereof.

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" Exchange Right" has the meaning provided in Section 8.05(a) hereof.

" Exchanging Partner" has the meaning provided in Section 8.05(a) hereof.


" General Partner" means Wells Real Estate Investment Trust II, Inc. a Maryland corporation, and any Person who becomes a substitute or additional General Partner as provided herein, and any of their successors as General Partner.

" General Partnership Interest" means a Partnership Interest held by the General Partner that is a general partnership interest.


" Indemnitee" means (i) the General Partner or a director, officer or employee of the General Partner or Partnership, (ii) the Advisor or a director, officer or employee of the Advisor or another agent of the Advisor if such agent is an Affiliate of the Advisor, and (iii) such other Persons (including Affiliates of the General Partner, the Advisor or the Partnership) as the General Partner may designate from time to time, in its sole and absolute discretion.


" Independent Director" means a director of the General Partner who is not an officer or employee of the General Partner, any Affiliate of an officer or employee or any Affiliate of (i) any lessee of any property of the General Partner or any Subsidiary of the General Partner, (ii) any Subsidiary of the General Partner, or (iii) any partnership that is an Affiliate of the General Partner.


" Limited Partner" means any Person named as a Limited Partner on Exhibit A attached hereto, and any Person who becomes a Substitute or Additional Limited Partner, in such Person' s capacity as a Limited Partner in the Partnership.


" Limited Partnership Interest" means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of such Act.

" Loss" has the meaning provided in Section 5.01(f) hereof.


" Notice of Exchange" means the Notice of Exercise of Exchange Right substantially in the form attached as Exhibit B hereto.


" NYSE" means the New York Stock Exchange.


" Offer" has the meaning set forth in Section 7.01(c) hereof.


" Offering" means the initial offer and sale by the General Partner and the purchase by the Dealer Manager (as defined in the Prospectus) of REIT Shares for sale to the public.

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" Original Limited Partner" means the Limited Partner designated as " Original Limited Partner" on Exhibit A hereto.


" Partner" means any General Partner or Limited Partner.


" Partner Nonrecourse Debt Minimum Gain" has the meaning set forth in Regulations Section 1.704-2(i). A Partner' s share of Partner Nonrecourse Debt Minimum Gain shall be determined in accordance with Regulations Section 1.704-2(i)(5).


" Partnership" means Wells Operating Partnership II, L.P., a Delaware limited partnership.

" Partnership Interest" means an ownership interest in the Partnership held by either a Limited Partner or the General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement.

" Partnership Minimum Gain" has the meaning set forth in Regulations Section 1.704-2(d). In accordance with Regulations Section 1.704-2(d), the amount of Partnership Minimum Gain is determined by first computing, for each Partnership nonrecourse liability, any gain the Partnership would realize if it disposed of the property subject to that liability for no consideration other than full satisfaction of the liability, and then aggregating the separately computed gains. A Partner' s share of Partnership Minimum Gain shall be determined in accordance with Regulations Section 1.704-2(g)(1).


" Partnership Record Date" means the record date established by the General Partner for the distribution of cash pursuant to Section 5.02 hereof, which record date shall be the same as the record date established by the General Partner for a distribution to its shareholders of some or all of its portion of such distribution.

" Partnership Unit" means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder. The allocation of Partnership Units among the Partners shall be as set forth on Exhibit A , as may be amended from time to time.

" Percentage Interest" means the percentage ownership interest in the Partnership of each Partner, as determined by dividing the Partnership Units owned by a Partner by the total number of Partnership Units then outstanding. The Percentage Interest of each Partner shall be as set forth on Exhibit A , as may be amended from time to time.

" Person" means any individual, partnership, corporation, joint venture, trust or other entity.


" Profit" has the meaning provided in Section 5.01(f) hereof.


" Property" means any office or industrial property or other investment in which the Partnership holds an ownership interest.


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" Prospectus" means the final prospectus delivered to purchasers of REIT Shares in the Offering.


" Regulations" means the Federal Income Tax Regulations issued under the Code, as amended and as hereafter amended from time to time. Reference to any particular provision of the Regulations shall mean that provision of the Regulations on the date hereof and any successor provision of the Regulations.


" REIT" means a real estate investment trust under Sections 856 through 860 of the Code.


" REIT Expenses" means (i) costs and expenses relating to the formation and continuity of existence and operation of the General Partner and any Subsidiaries thereof (which Subsidiaries shall, for purposes hereof, be included within the definition of General Partner), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer, or employee of the General Partner, (ii) costs and expenses relating to any public offering and registration of securities by the General Partner and all statements, reports, fees and expenses incidental thereto, including, without limitation, underwriting discounts and selling commissions applicable to any such offering of securities, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or placement agents thereof, (iii) costs and expenses associated with any repurchase of any securities by the General Partner, (iv) costs and expenses associated with the preparation and filing of any periodic or other reports and communications by the General Partner under federal, state or local laws or regulations, including filings with the Commission, (v) costs and expenses associated with compliance by the General Partner with laws, rules and regulations promulgated by any regulatory body, including the Commission and any securities exchange, (vi) costs and expenses associated with any 401(k) plan, incentive plan, bonus plan or other plan providing for compensation for the employees of the General Partner, (vii) costs and expenses incurred by the General Partner relating to any issuing or redemption of Partnership Interests, and (viii) all other operating or administrative costs of the General Partner incurred in the ordinary course of its business on behalf of or in connection with the Partnership.


" REIT Share" means a common share of beneficial interest in the General Partner (or successor Entity, as the case may be).


" REIT Shares Amount" means a number of REIT Shares equal to the product of the number of Partnership Units offered for exchange by an Exchanging Partner, multiplied by the Conversion Factor as adjusted to and including the Specified Exchange Date; provided that in the event the General Partner issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the " rights" ), and the rights have not expired at the Specified Exchange Date, then the REIT Shares Amount shall also include the rights issuable to a holder of the REIT Shares Amount of REIT Shares on the record date fixed for purposes of determining the holders of REIT Shares entitled to rights.


" Securities Act" means the Securities Act of 1933, as amended.


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" Service" means the Internal Revenue Service.

" Specified Exchange Date" means the first business day of the month that is at least 60 business days after the receipt by the General Partner of the Notice of Exchange.

" Subsidiary" means, with respect to any Person, any corporation or other entity of which a majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person.

" Subsidiary Partnership" means any partnership of which the partnership interests therein are owned by the General Partner or a wholly-owned subsidiary of the General Partner.


" Substitute Limited Partner" means any Person admitted to the Partnership as a Limited Partner pursuant to Section 9.03 hereof.

" Successor Entity" has the meaning provided in the definition of " Conversion Factor" contained herein.

" Surviving General Partner" has the meaning set forth in Section 7.01(d) hereof.


" Transaction" has the meaning set forth in Section 7.01(c) hereof.


" Transfer" has the meaning set forth in Section 9.02(a) hereof.


" Value" means, with respect to any security, the average of the daily market price of such security for the ten consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (i) if security is listed or admitted to trading on any securities exchange or the NYSE, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day, (ii) if security is not listed or admitted to trading on any securities exchange or the NYSE, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or (iii) if security is not listed or admitted to trading on any securities exchange or the NYSE and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten days prior to the date in question)for which prices have been so reported; provided that if there are no bid and asked prices reported during the ten days prior to the date in question, the value of the security shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the security includes any additional rights, then the value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.


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ARTICLE II

PARTNERSHIP FORMATION AND IDENTIFICATION


2.01 Formation . The Partners hereby agree to form the Partnership pursuant to the Act and upon the terms and conditions set forth in this Agreement.


2.02 Name, Office and Registered Agent . The name of the Partnership is Wells Operating Partnership II, L.P. The specified office and place of business of the Partnership shall be 6200 The Corners Parkway, Suite 250, Norcross, Georgia 30092. The General Partner may at any time change the location of such office, provided the General Partner gives notice to the Partners of any such change. The name and address of the Partnership' s registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The sole duty of the registered agent as such is to forward to the Partnership any notice that is served on him as registered agent.

2.03 Partners .

(a) The General Partner of the Partnership is Wells Real Estate Investment Trust II, Inc., a Maryland corporation. Its principal place of business is the same as that of the Partnership.


(b) The Limited Partners are those Persons identified as Limited Partners on Exhibit A hereto, as amended from time to time.

2.04 Term and Dissolution .

(a) The Partnership shall have perpetual duration, except that the Partnership shall be dissolved upon the first to occur of any of the following events:


(i) The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.03(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;

(ii) The passage of 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or


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(iii) [reserved]


(iv) The election by the General Pa
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