FIRST AMENDMENT TO ADVISORY AGREEMENT
FIRST AMENDMENT TO
This FIRST AMENDMENT to ADVISORY AGREEMENT is entered into as of June 23, 2011, among American Realty Capital — Retail Centers of America, Inc. (the “Company”) and American Realty Capital Retail Advisor, LLC (the “Advisor”).
RECITALS
WHEREAS, the Company and the Advisor entered into that certain Advisory Agreement (the “Advisory Agreement”), dated as of March 17, 2011; and
WHEREAS, pursuant to Section 15.2 of the Advisory Agreement, the Company and the Advisor desire to make a certain amendment to the Advisory Agreement.
NOW, THEREFORE, in consideration of the premises made hereunder, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
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1.
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Amendment to Section 8.2 of the Advisory Agreement. Section 8.2 of the Advisory Agreement is hereby replaced in its entirety with the following:
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“8.2 Asset Management Fee. The Company shall pay an Asset Management Fee to the Advisor as compensation for services rendered in connection with the management of the Company’s assets in an amount equal to 0.75% per annum of Average Invested Assets; provided, however, that the Asset Management Fee shall be reduced by any Oversight Fee payable to the Advisor, such that the aggregate Asset Management Fee and the Oversight Fee do not exceed 0.75% per annum of the Average Invested Assets. The Asset Management Fee is payable on the first business day of each month in the amount of 0.0625% of Average Invested Assets for the preceding monthly period and shall be payable, at the discretion of the Board of Directors of the Company, in cash, common stock or restricted stock grants, or any combination thereof. The Advisor shall submit an invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable month. The Asset Management Fee to be paid for a month will be reduced by the average monthly amount that FFO during the six months ending on the last day of the calendar quarter immediately preceding the date that such Asset Management Fee is payable is less than the Distributions declared with respect to such six month period; provided, however, that the asset management fee will not be reduced below the following amounts: (i) six months after the Effective Date of the Offering, .35%; (ii) twelve months after the Effective Date of the Offering, .65% and (iii) beginning eighteen months after the Effective Date of the Offering, no reduction. For purposes of this test, FFO, as adjusted, is FFO adjusted to add back (i) acquisition fees and related expenses; (ii) non-cash restricted stock grant amortization, if any; and (iii) impairments of real estate related investments, if any (including properties, loans receivable and equity and debt investments).”
[Signature page follows.]
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this agreement as of the date first set forth above.
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AMERICAN REALTY CAPITAL — RETAIL
CENTERS OF AMERICA, INC.
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By:
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/s/ Xxxxxxx X. Xxxxxx
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Name:
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Xxxxxxx X. Xxxxxx
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Title:
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President
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AMERICAN REALTY CAPITAL RETAIL
ADVISOR, LLC
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By:
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American Realty Capital Retail Special Limited
Partner, LLC,
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its Member
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By:
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American Realty Capital Trust IV, LLC,
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its Managing Member
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By:
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/s/ Xxxxxxxx X. Xxxxxxxx
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Name:
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Xxxxxxxx X. Xxxxxxxx
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Title:
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Authorized Signatory
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