FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP II, L.P.
FIRST AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP OF
AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP II, L.P.
THIS FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP II, L.P. (this "Amendment"), is made this November, by and between, AMERICAN REALTY CAPITAL DAILY NET ASSED VALUE TRUST, INC., a Maryland corporation, as general partner (the "General Partner") and AMERICAN REALTY CAPITAL ADVISORS III, LLC, a Delaware limited liability company (the "Initial Limited Partner").
WHEREAS, the General Partner and the Initial Limited Partner entered into that certain Agreement of Limited Partnership of American Realty Capital Operating Partnership II, L.P. dated as of August 15, 2011 (the "Agreement"). Buyer and Seller wish to amend the Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual promise contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree that the Agreement shall be amended as follows:
| 1. | Exhibit A to the Agreement is hereby deleted in its entered and replaced with Exhibit A attached hereto. |
| 2. | Miscellaneous. Except as expressly modified hereby, the terms of the Agreement as previously amended, shall remain in full force and effect as written. Any capitalized term used in this Agreement and not otherwise defined herein, shall have the meaning ascribed to such term in the Agreement. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together shall constitute on agreement. |
Signatures appear on following pages.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first set forth above.
| GENERAL PARTNER: | |||
| AMERICAN REALTY CAPITAL DAILY NET ASSET VALUE TRUST, INC., a Maryland corporation | |||
| By: | /s/ William M. Kahane | ||
| Name: William M. Kahane | |||
| Title: President | |||
| INITIAL LIMITED PARTNER: | |||
| AMERICAN REALTY CAPITAL ADVISORS II, LLC, a Delaware limited liability company, | |||
| By: | American Realty Capital Trust II Special | ||
| Limited Partner, LLC, its Member | |||
| By: | AR Capital LLC, LLC, its Managing | |||
| Member | ||||
| By: | /s/ William M. Kahane | |||
| Name: William M. Kahane | ||||
| Title: President | ||||
| SPECIAL LIMITED PARTNER: | |||
| AMERICAN REALTY CAPITAL TRUST II SPECIAL LIMITED PARTNER, LLC, a Delaware limited liability company | |||
| By: | AR Capital LLC, LLC, its Managing Member | ||
| By: | /s/ William M. Kahane | ||
| Name: William M. Kahane | |||
| Title: President | |||
Exhibit A
Partners' Contributions and Partnership Interests
| Name and Address of | Type of Interest | Capital Contribution | Number of Partnership Units | Percentage Interest | ||||||||||||
| American Realty Capital Trust | General Partnership | $ | 200,000 | 20,000 | 99.01 | % | ||||||||||
| III, Inc. | Interest | |||||||||||||||
| 405 Park Avenue | ||||||||||||||||
| New York, New York 10022 | ||||||||||||||||
| American Realty Capital | Limited Partnership | $ | 2000 | 200 | 0.99 | % | ||||||||||
| Advisors 111, LLC | Interest | |||||||||||||||
| 405 Park Avenue | ||||||||||||||||
| New York, New York 10022 | ||||||||||||||||
| American Realty Capital Trust | Subordinated 15% | None | Not | Not | ||||||||||||
| III Special Limited Partner, LLC | interest in | applicable | applicable | |||||||||||||
| 405 Park Avenue | distributions | |||||||||||||||
| New York, New York 10022 | described in Sections | |||||||||||||||
| 5.1(b), 5.1(c) and | ||||||||||||||||
| 5.1(d) | ||||||||||||||||
