NINTH AMENDMENT TO THE MANAGEMENT AGREEMENT
Exhibit
10.12
NINTH
AMENDMENT
TO
THE
This
ninth amendment (this “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, and as further amended by the Eighth Amendment to the
Management Agreement, dated as of September 18, 2009 (collectively, the
“Agreement”) is made and entered into as of the 19th day
of November, 2009, 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 2 attached hereto (the “CVS 15 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 CVS 15 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 “CVS 15 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 Management 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:
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1.
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Section
1.11 will be replaced in its entirety with the
following:
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“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 and the CVS 15
Property. Properties shall be classified under four categories,
residential, retail, industrial and office properties.”
-1-
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2.
|
Section
1.13 will be added with the
following:
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“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”), those certain Delaware
limited liability companies listed on Schedule 1 attached hereto (the “CVS 10
Owners”) and the CVS 15 Owners.
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3.
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With
respect to the CVS 15 Property alone, all references to Owner herein shall
be deemed to include the CVS 15
Owners.
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[INTENTIONALLY
LEFT BLANK]
-2-
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
above written.
By: /s/ Xxxxxxx X.
Xxxxxx
Name: Xxxxxxx
X. Xxxxxx
Title: President
AMERICAN
REALTY CAPITAL
OPERATING PARTNERSHIP, L.P.
its General Partner
By: /s/ Xxxxxxx X.
Xxxxxx
Name: Xxxxxxx
X. Xxxxxx
Title: President
AMERICAN
REALTY CAPITAL PROPERTIES, LLC
By: /s/ Xxxxxxx X.
Xxxxxx
Name: Xxxxxxx
X. Xxxxxx
Title: President
ARC
CVGNVFL001, LLC
By: /s/ Xxxxxxx X.
Xxxxxx
Name: Xxxxxxx
X. Xxxxxx
Title: President
ARC
CVJKVFL001, LLC
By: /s/ Xxxxxxx X.
Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title:
President
ARC
CVCRDNC001, LLC
By: /s/ Xxxxxxx X.
Xxxxxx
Name: Xxxxxxx
X. Xxxxxx
Title:
President
-3-
ARC
CVCSTIN001, LLC
By: /s/ Xxxxxxx X.
Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title:
President
ARC
CVHSVMO001, LLC
By: /s/ Xxxxxxx X.
Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title: President
ARC
CVHLSNC001, LLC
By: /s/ Xxxxxxx X.
Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title:
President
ARC
CVWKTNC001, LLC
By: /s/ Xxxxxxx X.
Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title:
President
ARC
CVEELGA001, LLC
By: /s/ Xxxxxxx X.
Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title:
President
ARC
CVAUBAL001, LLC
By: /s/ Xxxxxxx X.
Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title:
President
ARC
CVBPKMN001, LLC
By: /s/ Xxxxxxx X.
Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title:
President
-4-
ARC
CVRNONV001, LLC
By: /s/ Xxxxxxx X.
Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title:
President
ARC
CVBIDME001, LLC
By: /s/ Xxxxxxx X.
Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title:
President
ARC
CVPRACA001, LLC
By: /s/ Xxxxxxx X.
Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title:
President
ARC
CVCHAAZ001, LLC
By: /s/ Xxxxxxx X.
Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title:
President
ARC
CVROMGA001, LLC
By: /s/ Xxxxxxx X.
Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title:
President
-5-
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SCHEDULE
1
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List of CVS 10
Entities
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ARC
CVPHXAZ001, LLC
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ARC
CVVISCA001, LLC
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ARC
CVSMYGA001, LLC
|
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ARC
CVCHIIL001, LLC
|
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ARC
CVMOLIL001, LLC
|
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ARC
CVNVLMI001, LLC
|
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ARC
CVASHNC001, LLC
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ARC
CVWILNY001, LLC
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ARC
CVCOLSC001, LLC
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ARC
CVCOPTX001, LLC
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-6-
SCHEDULE
2
List of CVS 15
Entities
|
ARC
CVGNVFL001, LLC
|
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ARC
CVJKVFL001, LLC
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ARC
CVCRDNC001, LLC
|
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ARC
CVCSTIN001, LLC
|
|
ARC
CVHSVMO001, LLC
|
|
ARC
CVHLSNC001, LLC
|
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ARC
CVWKTNC001, LLC
|
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ARC
CVEELGA001, LLC
|
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ARC
CVAUBAL001, LLC
|
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ARC
CVBPKMN001, LLC
|
|
ARC
CVRNONV001, LLC
|
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ARC
CVBIDME001, LLC
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ARC
CVPRACA001, LLC
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ARC
CVCHAAZ001, LLC
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ARC
CVROMGA001, LLC
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-7-
EXHIBIT
A
List of
Properties
|
Property
No.
|
Address
|
City
|
State
|
Owner
|
|
1.
|
0000
XX 00xx Xxx
|
Xxxxxxxxxxx
|
XX
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ARC
CVGNVFL001, LLC
|
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2.
|
00
Xxxxx Xxxxxxx Xxxx
|
Xxxxxxxxxxxx
|
XX
|
ARC
CVJKVFL001, LLC
|
|
3.
|
000
X. Xxxx Xxxxxx
|
Xxxxxxxxx
|
XX
|
ARC
CVCRDNC001, LLC
|
|
4.
|
000
Xxxxxx Xxxx 0000 X
|
Xxxxxxxxxx
|
XX
|
ARC
CVCSTIN001, LLC
|
|
5.
|
000
X. Xxxxxxxxxx
|
Xxxxxxxxxxxxx
|
XX
|
ARC
CVHSVMO001, LLC
|
|
6.
|
000
Xxxxxxx Xxxx Xxxxx
|
Xxxxx
Xxxxxxx
|
XX
|
ARC
CVHLSNC001, LLC
|
|
7.
|
0000
Xxxx Xxxxx Xx.
|
Xxxxxxxxxx
|
XX
|
ARC
CVWKTNC001, LLC
|
|
8.
|
000
Xxxxxx Xxxxxxx Xx
|
Xxxx
Xxxxxxx
|
XX
|
ARC
CVEELGA001, LLC
|
|
9.
|
0000
Xxxxxxxx Xxxx
|
Xxxxxx
|
XX
|
ARC
CVAUBAL001, LLC
|
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10.
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0000
Xxxxxxxx Xxxxxxxxx
|
Xxxxxxxx
Xxxx
|
XX
|
ARC
CVBPKMN001, LLC
|
|
11.
|
0000
Xxxxxxxxx Xxxx
|
Xxxx
|
XX
|
ARC
CVRNONV001, LLC
|
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12.
|
000
Xxx Xx.
|
Xxxxxxxxx
|
XX
|
ARC
CVBIDME001, LLC
|
|
13.
|
0000
X. Xxxxxxx Xxx.
|
Xxxx
Xxxxxx
|
XX
|
ARC
CVPRACA001, LLC
|
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14.
|
000
X Xxxxxx Xx.
|
Xxxxxxxx
|
XX
|
ARC
CVCHAAZ001, LLC
|
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15.
|
0000
Xxxxxx Xxxxx Xxxx
|
Xxxx
|
XX
|
ARC
CVROMGA001, LLC
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-8-
