SIXTH AMENDMENT TO THE MANAGEMENT AGREEMENT
Exhibit
10.9
SIXTH
AMENDMENT
TO
THE
This
sixth 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 and as further amended by the Fifth Amendment to the
Management Agreement, dated as of October 23, 2006 (collectively, the
“Agreement”) is made and entered into as of the 8TH day of
July, 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”), ARC FEHOUTX 001 LLC, a Delaware limited liability company (the
“FedEx Owner”) 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 FedEx Owner is a subsidiary of the OP and was organized to acquire, own,
operate, lease and manage the real estate property, identified in Exhibit A hereto, on
behalf of the OP (the “FedEx 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 (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 and the FedEx
Property. Properties shall be classified under four categories,
residential, retail, industrial and office properties.”
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”) and the FedEx Owner.
3.
With respect to the FedEx Property alone, all references to Owner herein shall
be deemed to include the FedEx Owner.
[INTENTIONALLY
LEFT BLANK]
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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
|
|
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AMERICAN
REALTY CAPITAL
|
||
|
OPERATING
PARTNERSHIP, L.P.
|
||
| By: American Realty Capital Trust, Inc., | ||
|
its
General Partner
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||
| 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
FEHOUTX 001 LLC
|
||
|
a
Delaware limited liability company
|
||
| By: /s/ Xxxxxxx X. Xxxxxx | ||
|
Name:
|
Xxxxxxx
X. Xxxxxx
|
|
|
Title:
|
President
|
|
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EXHIBIT
A
List of
Properties
|
Property
No.
|
Address
|
City
|
State
|
Owner
|
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1.
|
0000
Xxxxxxxxxx Xxxx
|
Xxxxxxx
|
Xxxxx
|
ARC FEHOUTX 001
LLC
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