TENTH AMENDMENT TO THE MANAGEMENT AGREEMENT
Exhibit
10.13
TENTH
AMENDMENT
TO
THE
This
Tenth Amendment (this “Tenth Amendment”) to that
certain Management Agreement dated January 25, 2008 as amended by the Amendment
to the Management Agreement, dated April 30, 2008, as further amended by the
Second Amendment to the Management Agreement, dated May 30, 2008, as further
amended by the Third Amendment to the Management Agreement, dated as of
September 16, 2008, as further amended by the Fourth Amendment to the Management
Agreement, dated as of October 23, 2006, as further amended by the Fifth
Amendment to the Management Agreement, dated as of October 23, 2006, as
further amended by the Sixth Amendment to the Management Agreement, dated as of
July, 8, 2009, as further amended by the Seventh Amendment to the Management
Agreement, dated as of July 17, 2009, as further amended by the Eighth Amendment
to the Management Agreement, dated as of September 18, 2009, and as further
amended by the Ninth Amendment of the Management Agreement, dated as of November
19, 2009 (collectively, the “Agreement”) is made
and entered into as of the 24th day of
February, 2010, by and among AMERICAN REALTY CAPITAL TRUST, INC., a Maryland
corporation (the “Company”), AMERICAN
REALTY CAPITAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the
“OP”, and together with the Company, the “Owner”), and those
certain Delaware limited liability companies listed on Schedule 1 attached
hereto (the “JIB 4
Owners”) and AMERICAN REALTY CAPITAL PROPERTIES, LLC, a Delaware limited
liability company (the “Manager”).
WHEREAS,
the OP was organized to acquire, own, operate, lease and manage real estate
properties on behalf of the Company;
WHEREAS,
the JIB 4 Owners are each a subsidiary of the OP and each was organized to
acquire, own, operate, lease and manage the respective real estate property,
identified in Exhibit
A hereto, on behalf of the OP (the “JIB 4
Property”);
WHEREAS,
the Company intends to continue to raise money from the sale of its common stock
to be used, net of payment of certain offering costs and expenses, for
investment in the acquisition or rehabilitation of income-producing real estate
to be acquired and held by the Company, by the OP or by the Subsidiary Owners on
behalf of the Company; and
WHEREAS,
Owner and the Subsidiary Owners wish to retain Manager to manage and coordinate
the leasing of the real estate properties acquired by Owner and the Subsidiary
Owners, and the Manager wishes to be so retained, all under the terms and
conditions set forth in this Tenth Amendment and the Agreement.
NOW,
THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, do hereby agree as
follows:
1. Section
1.11 will be replaced in its entirety with the following:
“Properties means all
real estate properties owned by Owner or the Subsidiary Owners, and all tracts
as yet unspecified but to be acquired by Owner or the Subsidiary Owners
containing income-producing Improvements or on which Owner or the Subsidiary
Owners will rehabilitate income-producing Improvements, the Rockland Properties,
the National City Property, the Pompano Property, the PNC Property, the FedEx
Property, the Walgreen’s Sealy Property, the CVS 10 Property, the CVS 15
Property and the JIB 4 Property. Properties shall be classified under
four categories, residential, retail, industrial and office
properties.”
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2. Section
1.13 will be amended to add the following at the end thereof:
“Subsidiary Owners”
means, collectively, ARC ROCK17MA LLC, a Delaware limited liability company (the
“Rockland Owner”), ARC WBPCFL0001, LLC, a Delaware limited liability
company (the “National City Owner”), ARC WBPBFL0001, LLC, a Delaware
limited liability company (the “Pompano Owner”), ARC PANJOH54 LLC, a
Delaware limited liability company (the “PNC1 Owner”), ARC PA-QRS Trust, a
Virginia business trust (the “PNC2 Owner”), ARC FEHOUTX 001 LLC, a Delaware
limited liability company (the “FedEx Owner”), ARC WGSEATX001, LLC, a Delaware
limited liability company (the “Walgreen’s Sealy Owner”), the CVS 10 Owners, the
CVS 15 Owners, and those certain Delaware limited liability companies listed on
Schedule 1 attached to the Tenth Amendment (the “JIB 4 Owners”).
3. With
respect to the JIB 4 Property alone, all references to Owner herein shall be
deemed to include the JIB 4 Owners.
[INTENTIONALLY
LEFT BLANK]
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IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
above written.
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By:
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/s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx
X. Xxxxxx
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Title: President
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AMERICAN
REALTY CAPITAL OPERATING PARTNERSHIP, L.P.
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By:
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American
Realty Capital Trust, Inc., its
General Partner
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By:
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/s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx
X. Xxxxxx
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Title: President
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AMERICAN
REALTY CAPITAL PROPERTIES, LLC
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By:
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/s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx
X. Xxxxxx
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Title: President
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ARC
JBCCTRXOO1, LLC
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By:
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/s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx
X. Xxxxxx
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Title: President
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ARC
JBDESMO001, LLC
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By:
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/s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx
X. Xxxxxx
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Title: President
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ARC
JBVANWA001, LLC
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By:
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/s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx
X. Xxxxxx
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Title: President
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Signature
page to Tenth Amendment to Management Agreement
SCHEDULE
1
List of JIB 4
Owners
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ARC
JBCCRTX001, LLC
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ARC
JBDESMO001, LLC
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ARC
JBTDAOR001, LLC
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ARC
JBVANWA001, LLC
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EXHIBIT
A
List of
Properties
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Property No.
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Address
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City
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State
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Owner
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1.
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0000
Xxxxx Xxxx
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Xxxxxxx
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XX
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ARC
JBDESMO001, LLC
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2.
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0000
X. 0XX
Xxxxxx
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The
Dalles
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OR
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ARC
JBTDAOR001, LLC
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3.
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0000
XX 0XX
Xxxxxx
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Xxxxxxxxx
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XX
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ARC
JBVANWA001, LLC
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4.
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0000
X. Xxxxx Xxxxxx Xx.
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Xxxxxx
Xxxxxxx
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XX
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ARC
JBCCRTX001, LLC
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