FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP, L.P.
Ex.
4.1(a)
FIRST
AMENDMENT TO
OF
AMERICAN
REALTY CAPITAL OPERATING PARTNERSHIP, L.P.
This
FIRST
AMENDMENT TO AGREEMENT
OF LIMITED PARTNERSHIP (this “Agreement”)
of
AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP, L.P. (the “Partnership”),
is
entered into as of June 2, 2008, by American Realty Capital Trust, Inc., a
Maryland corporation, the general partner of the Partnership (the “General
Partner”).
RECITALS:
WHEREAS,
the
General Partner formed a limited partnership pursuant to and in accordance
with
the Revised Uniform Limited Partnership Act of the State of Delaware, as amended
from time to time,
by
the
filing of a Certificate of Limited Partnership with the office of the Secretary
of State of the State of Delaware on August 17, 2007 (as amended on August
21,
2007 and as further amended on June 2, 2007), and by entering into the Agreement
of Limited Partnership by and among the General Partner and American Realty
Capital Advisors, LLC as Limited Partner and American Realty Capital II, LLC
as
Special Limited Partner (the “Original
LP Agreement”)
as of
August 17, 2007;
WHEREAS,
the
General Partner desires to amend the Original LP Agreement to reflect a change
of address of the principal office of the Partnership;
NOW,
THEREFORE,
in
consideration of the premises, agreements and obligations set forth herein
the
Members hereby agree to amend the Original LP Agreement as follows:
2.3
Registered
Office and Agent; Principal Office
The
address of the registered office of the Partnership in the State of Delaware
and
the name and address of the registered agent for service of process on the
Partnership in the State of Delaware is the Corporation Service Company, 0000
Xxxxxxxxxxx Xxxx Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000. The principal office
of
the Partnership shall be 000 Xxx Xxxx Xxxx, Xxxxxxxxxx, XX 00000, or such other
place as the General Partner may from time to time designate by notice to the
Limited Partners. The Partnership may maintain offices at such other place
or
places within or outside the State of Delaware as the General Partner deems
advisable.
IN
WITNESS WHEREOF,
the
undersigned, intending to be legally bound hereby, has duly executed this
agreement as of the date and year first aforesaid.
its
General Partner
By:
/s/ Xxxxxxxx X.
Xxxxxxx
Name:
Xxxxxxxx X. Xxxxxxx
Title:
Chief Executive Officer
