SEVENTH AMENDMENT TO THE MANAGEMENT AGREEMENT
Exhibit
10.10
SEVENTH
AMENDMENT
TO
THE
This
seventh 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, and as further amended
by the Sixth Amendment to the Management Agreement, dated as of July, 8, 2009
(collectively, the “Agreement”) is made and entered into as of the 17th 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 WGSEATX001, LLC, a Delaware limited liability company (the
“Walgreen’s Sealy 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 Walgreen’s Sealy 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 “Walgreen’s Sealy 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, the FedEx
Property and the Walgreen’s Sealy Property. Properties shall be
classified under four categories, residential, retail, industrial and office
properties.”
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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”) and the Walgreen’s Sealy
Owner.
3.
With respect to the Walgreen’s Sealy Property alone, all references to Owner
herein shall be deemed to include the Walgreen’s Sealy 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
|
|
|
AMERICAN
REALTY CAPITAL
|
||
|
OPERATING
PARTNERSHIP, L.P.
|
||
| By: | American Realty Capital Trust, Inc., | |
|
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 WGSEATX001
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
|
PropertyNo.
|
Address
|
City
|
State
|
Owner
|
|
1.
|
0000
Xxxxx Xxxxxx
|
Xxxxx
|
Xxxxx
|
ARC WGSEATX001,
LLC
|
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