FIRST AMENDMENT TO AGREEMENT OF ASSIGNMENT OF PARTNERSHIP INTERESTS
FIRST
AMENDMENT TO
AGREEMENT
OF ASSIGNMENT OF PARTNERSHIP INTERESTS
THIS
FIRST AMENDMENT TO AGREEMENT OF ASSIGNMENT OF PARTNERSHIP INTERESTS (the
“Amendment”) is made this ___ day of __________, 2008, by and between AMERICAN
REALTY CAPITAL, LLC (“ARC”), XXXXXXX X. XXXXXX, an individual (“Xxxxxx”),
XXXXXXXX X. XXXXXXXX, an individual (“Xxxxxxxx”), XXX XXXXX, an individual
(“Xxxxx”) and XXXXX and XXXXX XXXXX, husband and wife (the “Xxxxxx”),
hereinafter sometimes collectively called "Assignors”, and AMERICAN REALTY
CAPITAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“ARCOPLP”)
and ARCOP, LLC, a Delaware limited liability company (“ARCOPLLC”, collectively
with ARCOPLP, “Assignee”).
WITNESSETH:
A. On
or
around February 12, 2008, the parties hereto executed that certain Agreement
of
Assignment of Partnership Interests (the “Agreement”) wherein the Assignors
agreed to accept 334,000 of the partnership shares in ARCOPLP at Closing.
Capitalized terms used herein and not otherwise defined shall have the meaning
ascribed to them in the Agreement.
B. The
parties hereto now wish to amend the Agreement on the terms and conditions
set
forth below
AGREEMENT:
NOW
THEREFORE, in consideration of the mutual covenants and promises herein
contained, the parties hereto, intending to be legally bound hereby, agree
as
follows:
1.
The
first
paragraph of Section 2 is deleted and replaced with the following:
Assumption
Price for the Partnership Interest.
The
Assumption Price for the Partnership Interest being sold hereunder is agreed
to
be the sum of Ten Million Forty-Seven Thousand Five Hundred Twenty and 00/100
Dollars ($10,047,520.00) which sum Assignee agrees to pay to Assignors by wire
of immediately available funds to Assignors' account at Closing (i) subject
to
the
prorations and adjustments, if any, provided under this Agreement, (ii)
plus
any
other amounts required to be paid by Assignee to Assignors at Closing, (iii)
less
the
outstanding principal balance of the Existing Loan (as defined hereinafter)
and
(iv) less
any
other amounts to be paid by Assignors to Assignee at Closing (the “Assumption
Price”).. Notwithstanding the foregoing, in lieu of paying the Assumption Price
in cash for the Partnership Interests, Assignee shall assign, sell and convey
to
Assignors shares in American Realty Capital Trust, Inc., a Maryland corporation,
as shown on Schedule A hereto.
2. Except
as
otherwise provided herein, the Agreement shall remain unmodified and in full
force and effect.
This
Amendment may be executed in one or more counterparts, and each of such
counterparts, taken together, shall constitute one and the same
instrument.
[Remainder
of page intentionally left blank]
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2
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IN
WITNESS WHEREOF, the parties have executed and delivered this Amendment as
of
the date first above written.
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ASSIGNEE:
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AMERICAN
REALTY CAPITAL OPERATING
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PARTNERSHIP,
L.P., a Delaware limited
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partnership
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By:
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general
partner
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By:
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Name:
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Its:
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ARCOP,
LLC
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By:
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Name:
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Its:
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[Signatures
continue on following page]
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XXXXXXX
X. XXXXXX
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XXXXXXXX
X. XXXXXXXX
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XXX
XXXXX
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XXXXX
XXXXX
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XXXXX
XXXXX
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AMERICAN
REALTY CAPITAL, LLC
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By:
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Name:
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Its:
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Schedule
A
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Limited
Partner
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Equity %
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Allocation of
Net Selling Price
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Allocation of
shares (b)
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American
Realty Capital, LLC
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1.00
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%
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$
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30,825.20
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3,425.02
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Xxxxxxxx
X. Xxxxxxxx
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14.33
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%
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441,725.12
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49,080.57
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Xxxxxx
X. Xxxxxx
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14.33
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%
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441,725.12
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49,080.57
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Xxx
Xxxxx
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32.40
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%
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998,736.48
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110,970.72
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Xxxxx
and Xxxxx Xxxxx
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37.94
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%
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1,169,508.09
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129,945.34
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100.00
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%
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$
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3,082,520.00
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(a)
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342,502.22
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(a)
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Based on original purchase price of $10,047,520 less mortgage debt of
$6,965,000.
(b)
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Shares issued at $9.00 per unit as consideration for contribution.
