1,800,000 Shares American Realty Capital Properties, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 25th, 2013 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
AMERICAN REALTY CAPITAL PROPERTIES, INC. Issuer AND U.S. Bank National Association Trustee INDENTURE Dated as of July 29, 2013 Senior Debt SecuritiesIndenture • July 29th, 2013 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
INDENTURE, dated as of July 29, 2013, between American Realty Capital Properties, Inc., a Maryland corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”):
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • June 13th, 2011 • American Realty Capital Properties, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of ________, 20__ (the “Effective Date”), by and between American Realty Capital Properties, Inc., a Maryland corporation (the “Company”), and ___________________ (“Indemnitee”).
JUNIOR SUBORDINATED INDENTURE between CAPLEASE, LP and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Trustee Dated as of December 13, 2005Junior Subordinated Indenture • November 5th, 2013 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
Junior Subordinated Indenture, dated as of December 13, 2005, between Caplease, LP, a Delaware limited partnership (the “Company”), and JPMorgan Chase Bank, National Association, a national banking association, as Trustee (in such capacity, the “Trustee”).
AMERICAN REALTY CAPITAL PROPERTIES, INC. SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • July 5th, 2011 • American Realty Capital Properties, Inc. • Real estate investment trusts
This Agreement shall become effective and binding with respect to the parties hereto on the date set forth on Soliciting Dealer’s signature page hereto.
AMENDED AND RESTATED MANAGEMENT AGREEMENT by and between American Realty Capital Properties, Inc. and ARC Properties Advisors, LLC Dated as of February 28, 2013Management Agreement • March 6th, 2013 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
AMENDED AND RESTATED MANAGEMENT AGREEMENT, dated as of February 28, 2013, by and between American Realty Capital Properties, Inc., a Maryland corporation (the “Company”), and ARC Properties Advisors, LLC, a Delaware limited liability company (the “Manager”).
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY WALGREENS – EASTPOINTE, MI WALGREEN COMPANY: 25016 GRATIOT AVENUE, EASTPOINTE, MI 48066Agreement for Purchase and Sale • October 24th, 2011 • American Realty Capital Properties, Inc. • Real estate investment trusts
THIS AGREEMENT (“Agreement”) is made and entered into as of the Effective Date by and between AMERICAN REALTY CAPITAL TI, LLC (“Buyer”), and F.W.G-.D., LLC (“Seller”).
AR Capital, llc ARc properties advisors, LLC New York, New York 10022Management Agreement • December 17th, 2012 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among American Realty Capital Properties, Inc., a Maryland corporation (the “Company”), ARC Properties Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of the Company (the “Company OP”), Tiger Acquisition, LLC, a Delaware limited liability company wholly-owned by the Company (“Merger Sub”), American Realty Capital Trust III, Inc., a Maryland corporation (“Target”), and American Realty Capital Operating Partnership III, L.P., a Delaware limited partnership and the operating partnership of Target (the “Target OP”), pursuant to which (x) Target will merge with and into Merger Sub, with Merger Sub being the surviving entity and (y) the Target OP will merge with and into the Company OP with the Company OP being the surviving entity. Any term not otherwise defined herein shall have the meaning given such term in the Merger Agree
AMERICAN REALTY CAPITAL PROPERTIES, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of July 29, 2013 3.00% Convertible Senior Notes due 2018First Supplemental Indenture • July 29th, 2013 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
FIRST SUPPLEMENTAL INDENTURE dated as of July 29, 2013 (this “Supplemental Indenture”) between AMERICAN REALTY CAPITAL PROPERTIES, INC., a Maryland corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2011 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of ___________, 2011, is entered into by and between American Realty Capital Properties, Inc., a Maryland corporation (the “Company”), ARC Real Estate Partners, LLC, a Delaware limited liability company (the “Contributor”) and ARC Properties Advisors, LLC, a Delaware limited liability company (the “Manager”).
AGREEMENT AND PLAN OF MERGER By and Among AMERICAN REALTY CAPITAL PROPERTIES, INC., CLARK ACQUISITION, LLC, And COLE REAL ESTATE INVESTMENTS, INC. Dated as of October 22, 2013Agreement and Plan of Merger • October 23rd, 2013 • American Realty Capital Properties, Inc. • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of October 22, 2013 (this “Agreement”), is made by and among American Realty Capital Properties, Inc., a Maryland corporation (“Parent”), Clark Acquisition, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Cole Real Estate Investments, Inc., a Maryland corporation (the “Company”).
EMPLOYMENT AGREEMENT BETWEEN AMERICAN REALTY CAPITAL PROPERTIES OPERATING PARTNERSHIP, L.P. AND RICHARD A. SILFENEmployment Agreement • July 29th, 2014 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
This Employment Agreement (the “Agreement”), dated February 24, 2014, is entered into by and between American Realty Capital Properties Operating Partnership, L.P. (the “Company”), and Richard A. Silfen (the “Executive”) (each of them being referred to as a “Party” and together as the “Parties”):
ARC PROPERTIES OPERATING PARTNERSHIP, L.P. and CLARK ACQUISITION, LLC Issuers THE GUARANTORS NAMED HEREIN Guarantors AND U.S. Bank National Association Trustee ___________________________________________________________ INDENTURE Dated as of February...Indenture • February 7th, 2014 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
INDENTURE, dated as of February 6, 2014, among ARC Properties Operating Partnership, L.P., a Delaware limited partnership (the “Company”), Clark Acquisition, LLC, a Delaware limited liability company (together with the Company, the “Issuers”), American Realty Capital Properties, Inc., a Maryland corporation (“Parent”), Safari Acquisition, LLC, a Delaware limited liability company (“Safari”), Tiger Acquisition, LLC (“Tiger” and together with Parent and Safari, the “Initial Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”):
CREDIT AGREEMENT Dated as of September 7, 2011 among ARC PROPERTIES OPERATING PARTNERSHIP, L.P., as Borrower, AMERICAN REALTY CAPITAL PROPERTIES, INC., as a Guarantor, RBS CITIZENS, N.A., as Administrative Agent and L/C Issuer and The Other Lenders...Credit Agreement • September 22nd, 2011 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of September 7, 2011, among ARC PROPERTIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Borrower”), AMERICAN REALTY CAPITAL PROPERTIES, INC., a Maryland corporation and the sole member of the sole general partner of Borrower (“Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and RBS CITIZENS, N.A., as Administrative Agent and L/C Issuer.
EQUITY INTEREST PURCHASE AGREEMENT by and between INLAND AMERICAN REAL ESTATE TRUST, INC.Equity Interest Purchase Agreement • September 25th, 2013 • American Realty Capital Properties, Inc. • Real estate investment trusts • Delaware
This EQUITY INTEREST PURCHASE AGREEMENT, dated as of August 8, 2013 (this “Agreement”), is entered into by and between INLAND AMERICAN REAL ESTATE TRUST, INC., a corporation organized and existing under the laws of the State of Maryland (“Seller”), and AR CAPITAL, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Buyer”).
VOTING AGREEMENTVoting Agreement • October 23rd, 2013 • American Realty Capital Properties, Inc. • Real estate investment trusts • Maryland
This VOTING AGREEMENT, dated as of October 22, 2013 (this “Agreement”), is made and entered into by and among American Realty Capital Properties, Inc., a Maryland corporation (“Parent”) and the stockholders of Cole Real Estate Investments, Inc. (the “Company”) that are listed on Schedule A hereto (each a “Stockholder” and, collectively, the “Stockholders”).
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 7th, 2013 • American Realty Capital Properties, Inc. • Real estate investment trusts
This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Amendment”) is entered into as of the 30th day of September, 2013, by and among the entities identified on the signature pages hereof as Buyer (individually and collectively, “Buyer”) and the entities identified on the signature pages hereof as Seller (individually and collectively, “Seller”).
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 7th, 2013 • American Realty Capital Properties, Inc. • Real estate investment trusts
This THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Amendment”) is entered into as of the 30th day of October, 2013, by and among the entities identified on the signature pages hereof as Buyer (individually and collectively, “Buyer”) and the entities identified on the signature pages hereof as Seller (individually and collectively, “Seller”).
EMPLOYMENT AGREEMENT BETWEEN NICHOLAS S. SCHORSCH AND AMERICAN REALTY CAPITAL PROPERTIES, INC.Employment Agreement • November 7th, 2013 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
This Employment Agreement (the “Agreement”), dated as of October 21, 2013, by and between American Realty Capital Properties, Inc. (the “Company”), and Nicholas S. Schorsch, an individual residing at 161 East 70th Street, New York, NY 10021 (the “Executive”) (each of them being referred to as a “Party” and together as the “Parties”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2014 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
This Agreement is made pursuant to the Purchase Agreement, dated February 4, 2014 (the “Purchase Agreement”), by and among the Issuers, the Guarantors and the Representatives. In order to induce the Initial Purchasers to purchase the Initial Notes, the Issuers and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7(l) of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of February 6, 2014, among the Issuers, the Guarantors and U.S. Bank National Association, as trustee, as supplemented by an officers’ certificate relating to the Initial Notes and the Exchange Notes (collectively, the “Indenture”).
AMERICAN REALTY CAPITAL PROPERTIES, INC. 2013 ADVISOR MULTI-YEAR OUTPERFORMANCE AGREEMENTOutperformance Agreement • March 6th, 2013 • American Realty Capital Properties, Inc. • Real estate investment trusts • Delaware
This 2013 ADVISOR MULTI-YEAR OUTPERFORMANCE AGREEMENT (this “Agreement”) made as of February 28, 2013 (the “Grant Date”), between AMERICAN REALTY CAPITAL PROPERTIES, INC., a Maryland corporation (the “Company”), its subsidiary ARC Properties Operating Partnership, L.P., a Delaware limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and ARC Properties Advisors LLC, a Delaware limited liability company, the Company’s manager (the “Advisor”).
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 7th, 2013 • American Realty Capital Properties, Inc. • Real estate investment trusts
This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Amendment”) is entered into as of the 1st day of October, 2013, by and among the entities identified on the signature pages hereof as Buyer (individually and collectively, “Buyer”) and the entities identified on the signature pages hereof as Seller (individually and collectively, “Seller”).
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 7th, 2013 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
AMERICAN REALTY CAPITAL PROPERTIES, INC. UP TO 8,800,000 SHARES OF COMMON STOCK DEALER MANAGER AGREEMENTEscrow Agreement • June 13th, 2011 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
American Realty Capital Properties, Inc. (the “Company”) is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ending December 31, 2011, or the first year during which the Company begins material operations. The Company proposes to offer up to 8,800,000 shares (the “Primary Shares”) of its common stock, $.01 par value per share (the “Common Stock”), for a purchase price of $12.50 per share (subject in certain circumstances to discounts), in its initial public offering (the “Offering”), (i) up to twenty-five percent (25%) of which may be offered and sold to the Company’s directors, officers, employees and other individuals associated with the Company and members of their families pursuant to the Company’s directed share program (the “Directed Share Program”) and (ii) up to 2,450,000 shares of which may be offered and sold to holders of interests in ARC Income Properties,
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • January 3rd, 2014 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of January 3, 2014, by and between American Realty Capital Operating Partnership IV, L.P., a Delaware limited partnership (the “Operating Partnership”), American Realty Capital Trust IV Special Limited Partner, LLC, a Delaware limited liability company (the “Special Limited Partner”), ARC Real Estate Partners, LLC, a Delaware limited liability company (“AREP”) and ARC Properties Operating Partnership, L.P., a Delaware limited partnership (the “Parent OP”).
FORM OF SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARC PROPERTIES OPERATING PARTNERSHIP, L.P. (a Delaware limited partnership)American Realty Capital Properties, Inc. • December 17th, 2012 • Real estate investment trusts • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of ARC PROPERTIES OPERATING PARTNERSHIP, L.P. (the “Partnership”), dated as of [l], 2013 is entered into among American Realty Capital Properties, Inc., a Maryland corporation (in its capacity as general partner of the Partnership, together with its successors and permitted assigns that are admitted to Partnership as a general partner of the Partnership in accordance with the terms hereof, the “General Partner”), Tiger Acquisition, LLC, a Delaware limited liability company, wholly-owned subsidiary of the General Partner (the “Successor Limited Partner”) and successor to American Realty Capital Trust III, Inc., a Maryland corporation (“Target”) and any limited partner or general partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.
AMERICAN REALTY CAPITAL PROPERTIES, INC. New York, New York 10022American Realty Capital Properties, Inc. • October 25th, 2013 • Real estate investment trusts
Reference is made to (i) that certain Agreement and Plan of Merger, dated as of the date hereof (the “ARCP Merger Agreement”), by and among American Realty Capital Properties, Inc., a Maryland corporation (“Parent”), Clark Acquisition, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), and Cole Real Estate Investments, Inc. (formerly known as Cole Credit Property Trust III, Inc.), a Maryland corporation (the “Company”), pursuant to which, among other things, the Company will merge with and into Merger Sub (the “ARCP Transaction”), and (ii) that certain Agreement and Plan of Merger, dated as of March 5, 2013 (the “Cole Holdings Merger Agreement”), by and among the Company, CREInvestments, LLC (“Cole Merger Sub”), a Maryland limited liability company and wholly owned subsidiary of the Company, Cole Holdings Corporation, an Arizona corporation (“Cole Holdings”) wholly owned by Christopher H. Cole (together with his assignees, “Cole”), and Cole,
AMERICAN REALTY CAPITAL PROPERTIES, INC. New York, New York 10022American Realty Capital Properties, Inc. • October 25th, 2013 • Real estate investment trusts
Reference is made to (i) that certain Agreement and Plan of Merger, dated as of the date hereof (the “ARCP Merger Agreement”), by and among American Realty Capital Properties, Inc., a Maryland corporation (“Parent”), Clark Acquisition, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), and Cole Real Estate Investments, Inc. (formerly known as Cole Credit Property Trust III, Inc.), a Maryland corporation (the “Company”), pursuant to which, among other things, the Company will merge with and into Merger Sub (the “ARCP Transaction”), and (ii) that certain Agreement and Plan of Merger, dated as of March 5, 2013 (the “Cole Holdings Merger Agreement”), by and among the Company, CREInvestments, LLC (“Cole Merger Sub”), a Maryland limited liability company and wholly owned subsidiary of the Company, Cole Holdings Corporation, an Arizona corporation (“Cole Holdings”) wholly owned by Christopher H. Cole (together with his assignees, “Cole”), and Cole,
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • July 5th, 2011 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
THIS SUBSCRIPTION ESCROW AGREEMENT dated as of ___, 2011 (this “Agreement”), is entered into among Realty Capital Securities, LLC (“RCS”), Ladenburg Thalmann & Co. Inc. (collectively with RCS, the “Dealer Managers”), American Realty Capital Properties, Inc.(the “Company”) and UMB Bank, National Association, a national banking association, as escrow agent (the “Escrow Agent”).
AGREEMENT AND PLAN OF MERGER By and Among AMERICAN REALTY CAPITAL PROPERTIES, INC., ARC PROPERTIES OPERATING PARTNERSHIP, L.P., TIGER ACQUISITION, LLC, AMERICAN REALTY CAPITAL TRUST III, INC. and AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP III, L.P....Agreement and Plan of Merger • December 17th, 2012 • American Realty Capital Properties, Inc. • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of December 14, 2012 (this “Agreement”), is made by and among American Realty Capital Properties, Inc., a Maryland corporation (“Parent”), ARC Properties Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of Parent (the “Parent Operating Partnership”), Tiger Acquisition, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub”), American Realty Capital Trust III, Inc., a Maryland corporation (the “Company”), and American Realty Capital Operating Partnership III, L.P., a Delaware limited partnership and the operating partnership of the Company (the “Company Operating Partnership”).
FORM OF CONTINGENT VALUE RIGHTS AGREEMENTForm of Contingent Value Rights Agreement • June 12th, 2013 • American Realty Capital Properties, Inc. • Real estate investment trusts
This CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of June [__], 2013, is by and among American Realty Capital Properties, Inc., a Maryland corporation (the “Company”), and the holder set forth on the signature page hereto (together with their successor and their permitted assigns, the “Holder”).
AMERICAN REALTY CAPITAL PROPERTIES, INC. UP TO 8,800,000 SHARES OF COMMON STOCK DEALER MANAGER AGREEMENT July 7, 2011Dealer Manager Agreement • July 11th, 2011 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
American Realty Capital Properties, Inc. (the “Company”) is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ending December 31, 2011, or the first year during which the Company begins material operations. The Company proposes to offer up to 8,800,000 shares (the “Shares”) of its common stock, $.01 par value per share (the “Common Stock”), for a purchase price of $12.50 per share (subject in certain circumstances to discounts), in its initial public offering (the “Offering”), (i) up to twenty-five percent (25%) of which may be offered and sold to the Company’s directors, officers, employees and other individuals associated with the Company and members of their families pursuant to the Company’s directed share program (the “Directed Share Program”) and (ii) up to 2,450,000 shares of which may be offered and sold to holders of interests in ARC Income Properties, LLC and
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY ADVANCE AUTO PARTS STORES – 7 PACKAgreement for Purchase and Sale • October 24th, 2011 • American Realty Capital Properties, Inc. • Real estate investment trusts
SECOND AMENDMENT TO CREDIT agreementCredit Agreement • November 5th, 2013 • American Realty Capital Properties, Inc. • Real estate investment trusts • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is dated as of June 21, 2013, by and among CAPLEASE, LP, a Delaware limited partnership, PREFCO DIX-NEUF LLC, a Connecticut limited liability company, PREFCO NINETEEN LIMITED PARTNERSHIP, a Connecticut limited partnership, CLF CANE RUN MEMBER, LLC, a Delaware limited liability company, CLF CANE RUN LOUISVILLE, LLC, a Delaware limited liability company, CLF LANDMARK OMAHA LLC, a Delaware limited liability company, CLF DODGE OMAHA LLC, a Delaware limited liability company, KDC BUSCH BOULEVARD LLC, a Delaware limited liability company, CLF 555 N DANIELS WAY LLC, a Delaware limited liability company, CLF PULCO ONE LLC, a Delaware limited liability company, CLF PULCO TWO LLC, a Delaware limited liability company, and CLF TOLLWAY PLANO LP, a Delaware limited partnership (each, a “Borrower” and collectively, the “Borrowers”), the Lenders (as defined below) party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 30th, 2012 • American Realty Capital Properties, Inc. • Real estate investment trusts • Maryland
SECURITIES PURCHASE AGREEMENT dated as of July 24, 2012 by and between American Realty Capital Properties, Inc., a Maryland corporation (the "REIT"), and The CAMBR Charitable Foundation Trust, a trust formed under the laws of the state of New York (the "Purchaser"). Unless otherwise defined, capitalized terms used in this Agreement are defined in Section 7; references to an "Exhibit" are, unless otherwise specified, to an Exhibit attached to this Agreement; references to a "Section" are, unless otherwise specified, to a section of this Agreement. In consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the REIT and the Purchaser respectively agree, as follows:
