EIGHTH AMENDMENT TO THE MANAGEMENT AGREEMENT
Exhibit
10.11
EIGHTH
AMENDMENT
TO
THE
This
eighth 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, and
as further amended by the Seventh Amendment to the Management Agreement, dated
as of July, 17, 2009 (collectively, the “Agreement”) is made and entered into as
of the 18th day of
September, 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 1 attached hereto (the “CVS 10 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 10 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 10 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 (as defined below) 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:
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 and the CVS 10
Property. Properties shall be classified under four categories,
residential, retail, industrial and office properties.”
- 1
-
2.
Section 1.13 will be added with the following:
“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”) and the CVS 10
Owners.
3.
With respect to the CVS 10 Property alone, all references to Owner herein shall
be deemed to include the CVS 10 Owners.
[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
CVPHXAZ001 LLC,
|
||
|
a
Delaware limited liability company
|
||
|
By:
|
/s/ Xxxxxxx X. Xxxxxx
|
|
|
Name:
|
Xxxxxxx
X. Xxxxxx
|
|
|
Title:
|
President
|
|
|
ARC
CVVISCAZ001 LLC,
|
||
|
a
Delaware limited liability company
|
||
|
By:
|
/s/ Xxxxxxx X. Xxxxxx
|
|
|
Name:
|
Xxxxxxx
X. Xxxxxx
|
|
|
Title:
|
President
|
|
- 3
-
|
ARC
CVSMYGA001 LLC,
|
||
|
a
Delaware limited liability company
|
||
|
By:
|
/s/ Xxxxxxx X. Xxxxxx
|
|
|
Name:
|
Xxxxxxx
X. Xxxxxx
|
|
|
Title:
|
President
|
|
|
ARC
CVCHIIL001 LLC,
|
||
|
a
Delaware limited liability company
|
||
|
By:
|
/s/ Xxxxxxx X. Xxxxxx
|
|
|
Name:
|
Xxxxxxx
X. Xxxxxx
|
|
|
Title:
|
President
|
|
|
ARC
CVMOLIL001 LLC,
|
||
|
a
Delaware limited liability company
|
||
|
By:
|
/s/ Xxxxxxx X. Xxxxxx
|
|
|
Name:
|
Xxxxxxx
X. Xxxxxx
|
|
|
Title:
|
President
|
|
|
ARC
CVNVLMI001 LLC,
|
||
|
a
Delaware limited liability company
|
||
|
By:
|
/s/ Xxxxxxx X. Xxxxxx
|
|
|
Name:
|
Xxxxxxx
X. Xxxxxx
|
|
|
Title:
|
President
|
|
|
ARC
CVASHNC001 LLC,
|
||
|
a
Delaware limited liability company
|
||
|
By:
|
/s/ Xxxxxxx X. Xxxxxx
|
|
|
Name:
|
Xxxxxxx
X. Xxxxxx
|
|
|
Title:
|
President
|
|
|
ARC
CVWILNY001 LLC,
|
||
|
a
Delaware limited liability company
|
||
|
By:
|
/s/ Xxxxxxx X. Xxxxxx
|
|
|
Name:
|
Xxxxxxx
X. Xxxxxx
|
|
|
Title:
|
President
|
|
- 4
-
|
ARC
CVCOLSC001 LLC,
|
||
|
a
Delaware limited liability company
|
||
|
By:
|
/s/ Xxxxxxx X. Xxxxxx
|
|
|
Name:
|
Xxxxxxx
X. Xxxxxx
|
|
|
Title:
|
President
|
|
|
ARC
CVCOPTX001 LLC,
|
||
|
a
Delaware limited liability company
|
||
|
By:
|
/s/ Xxxxxxx X. Xxxxxx
|
|
|
Name:
|
Xxxxxxx
X. Xxxxxx
|
|
|
Title:
|
President
|
|
- 5
-
SCHEDULE
1
List of
Entities
|
ARC
CVPHXAZ001, LLC
|
|
ARC
CVVISCA001, LLC
|
|
ARC
CVSMYGA001, LLC
|
|
ARC
CVCHIIL001, LLC
|
|
ARC
CVMOLIL001, LLC
|
|
ARC
CVNVLMI001, LLC
|
|
ARC
CVASHNC001, LLC
|
|
ARC
CVWILNY001, LLC
|
|
ARC
CVCOLSC001, LLC
|
|
ARC
CVCOPTX001, LLC
|
- 6
-
EXHIBIT
A
List of
Properties
|
Property No.
|
Address
|
City
|
State
|
Owner
|
|
1.
|
0000
X. 00xx Xxxxxx
|
Xxxxxxx
|
XX
|
ARC
CVPHXAZ001, LLC
|
|
2.
|
0000
X Xxxxxx Xxxx.
|
Xxxxxxx
|
XX
|
ARC
CVVISCA001, LLC
|
|
3.
|
000
Xxxx Xxxx Xxxxxxxxx XX
|
Xxxxxx
|
XX
|
ARC
CVSMYGA001, LLC
|
|
4.
|
0000
Xxxx Xxxxxxx
|
Xxxxxxx
|
XX
|
ARC
CVCHIIL001, LLC
|
|
5.
|
0000
00xx Xxxxxx
|
Xxxxxx
|
XX
|
ARC
CVMOLIL001, LLC
|
|
6.
|
000
Xxxx Xxxxxx
|
Xxxxxxxxxx
|
XX
|
ARC
CVNVLMI001, LLC
|
|
7.
|
00
Xxxxx Xxxxx Xxxxx
|
Xxxxxxxxx
|
XX
|
ARC
CVASHNC001, LLC
|
|
8.
|
000
Xxxxx 0
|
Xxxxxx
|
XX
|
ARC
CVWILNY001, LLC
|
|
9.
|
0000
Xxxx Xxxxxxxx Xx.
|
Xxxxxxxx
|
XX
|
ARC
CVCOLSC001, LLC
|
|
10.
|
0000
X. Xxxxx Xxxx Xx.
|
Xxxxxxx
|
XX
|
ARC
CVCOPTX001, LLC
|
- 7
-
