FOURTH AMENDMENT TO CREDIT AGREEMENT
EXECUTION COPY
FOURTH AMENDMENT TO
CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”) is made and entered into as of this 22nd day of July, 2013 by and among ARC Properties Operating Partnership, L.P. (as successor to American Realty Capital Operating Partnership III, L.P.), a Delaware limited partnership (“Borrower”), TIGER ACQUISITION, LLC (as successor to American Realty Capital Trust III, Inc.), a Delaware limited liability company (“Tiger”), AMERICAN REALTY CAPITAL PROPERTIES, INC., a Maryland corporation (“ARCP”), the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent for the benefit of the Lenders (in such capacity, the “Administrative Agent”), as Issuing Bank and as Swingline Lender.
W I T N E S S E T H:
WHEREAS, Borrower, Tiger, ARCP, the Administrative Agent and the Lenders are parties to a certain Credit Agreement dated as of February 14, 2013 (as amended by (i) the First Amendment dated as of March 18, 2013, (ii) the Augmenting Lender and Increasing Lender Supplement and Incremental Amendment dated as of March 28, 2013 and (iii) the Third Amendment dated as of May 28, 2013, together with any other modifications and amendments, collectively, the “Credit Agreement”);
WHEREAS, Borrower has requested that the Administrative Agent and the Lenders amend certain terms and conditions of the Credit Agreement as described herein; and
WHEREAS, the Administrative Agent and the Lenders party to this Fourth Amendment have agreed to so amend certain terms and conditions of the Credit Agreement and to consent and approve the Additional Properties (as defined below) as Acceptable Properties, all on the terms and conditions set forth below in this Fourth Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows:
| 1. | Definitions. All capitalized undefined terms used in this Fourth Amendment shall have the meanings ascribed thereto in the Credit Agreement, as amended hereby. |
| 2. | Amendments to Credit Agreement. Effective as set forth in Section 4 below, the Credit Agreement is amended as follows: |
| a. | Section 1.01 of the Credit Agreement is hereby amended by inserting in appropriate alphabetical order the following new definition: |
“Eligible Cash“ means, as of any date of determination, all balance sheet cash and Cash Equivalents of the Borrower and the Guarantors in excess of $25,000,000 (after deducting, without duplication, from such balance sheet cash (to the extent such items are included in such balance sheet cash): encumbered cash (other than cash subject to customary rights of set-off), tenant security and other restricted cash and deposits shown on the balance sheet and cash and Cash Equivalents that the Borrower and the Guarantors are unable to access within
thirty (30) days and net of related tax obligations for repatriation and transaction costs and expenses related thereto); provided that in no event shall Eligible Cash exceed the aggregate outstanding principal amount of all Indebtedness of the Consolidated Group in respect of which all payments of principal (including any contingent payments of principal in respect thereof and whether at final maturity or otherwise) shall be due on or before the 12-month anniversary of such date of determination.
“Series C Convertible Preferred Stock” shall mean Parent’s Series C Convertible Preferred Stock, par value $0.01 per share.
| b. | Section 1.01 of the Credit Agreement is hereby amended by restating the following definitions in their entirety and inserting them in appropriate alphabetical order: |
“Adjusted Borrowing Base NOI” means, as of any date of determination for any Borrowing Base Property, (i) Borrowing Base NOI for such Borrowing Base Property for the fiscal quarter most recently ended on or prior to such date of determination, multiplied by four, less (ii) the Capital Reserve for such Borrowing Base Property.
“Borrowing Base Asset Value” means, as of any date of determination, the sum of (a) (i) the aggregate Adjusted Borrowing Base NOI from Borrowing Base Properties owned for the entire fiscal quarter most recently ended on or prior to such date of determination divided by (ii) the Capitalization Rate, plus (b) the aggregate acquisition cost of all Borrowing Base Properties owned as of the last day of the fiscal quarter most recently ended on or prior to such date of determination for a period less than such fiscal quarter; provided that (a) the aggregate Borrowing Base Asset Value from Borrowing Base Properties owned pursuant to an Acceptable Ground Lease shall not exceed twenty percent (20%) of the aggregate Borrowing Base Asset Value, and (b) the aggregate Borrowing Base Asset Value from Borrowing Base Properties which are convenience stores shall not exceed five percent (5.0%) of the aggregate Borrowing Base Asset Value.
“Borrowing Base Asset Value Ratio” means, as of any date of determination, the ratio of (a) Borrowing Base Asset Value to (b) the sum of (i) (x) the Total Outstandings plus (y) from and after the occurrence of the Permitted Bridge Credit Agreement Transaction, the Total Bridge Facility Outstandings plus (z) the aggregate unsecured Indebtedness of the Consolidated Group minus (ii) Eligible Cash as of such date of determination.
“Consolidated Interest Expense” means, for any Person for any period, the total interest expense (including that attributable to Capital Lease Obligations) of such Person for such period with respect to all outstanding Total Funded Debt (including all commissions, discounts and other fees and charges owed by such
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Person with respect to letters of credit and bankers’ acceptance financing and net costs of such Person under Swap Contracts in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP). Consolidated Interest Expenses shall exclude (a) interest rate hedge termination payments or receipts, (b) loan prepayment costs, (c) upfront loan fees, (d) interest expense covered by an interest reserve established under a loan facility, (e) any interest expense under any construction loan or construction activity that under GAAP is required to be capitalized and (f) any interest expense in respect of any Indebtedness convertible into the Equity Interests of the Parent or cash or any combination of cash and Equity Interests of the Parent in excess of the cash coupon on such Indebtedness.
“Consolidated Net Income” means, for any Person for any period, the consolidated net income (or loss) of such Person for such period, determined on a consolidated basis in accordance with GAAP; provided that in calculating Consolidated Net Income of Parent for any period, there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with Parent or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Company) in which any Company has an ownership interest, except to the extent that any such income is actually received by such Company in the form of dividends or similar distributions, (c) the undistributed earnings of any Subsidiary of any Company to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or requirement of Law applicable to such Subsidiary and (d) any interest expense in respect of any Indebtedness convertible into the Equity Interests of the Parent or cash or any combination of cash and Equity Interests of the Parent in excess of the cash coupon on such Indebtedness.
“Funds From Operations” shall have the meaning promulgated by the National Association of Real Estate Investment Trusts at the time of closing (or, if approved by Borrower and Administrative Agent, as such meaning may be updated from time to time) which is the basis of Parent’s publicly filed financial statements, as adjusted by real estate acquisition costs and expenses for acquisitions that were consummated and impairment of real estate assets for the Consolidated Group, plus any interest expense in respect of any Indebtedness convertible into the Equity Interests of the Parent or cash or any combination of cash and Equity Interests of the Parent in excess of the cash coupon on such Indebtedness.
“Total Asset Value” means, as of any date of determination, the sum of (a) Consolidated Group’s pro rata share of NOI for the fiscal quarter most recently ended on or prior to such date of determination, multiplied by four, and divided by the Capitalization Rate (excluding the Consolidated Group’s pro rata
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share of the NOI for any Property not owned for the entire fiscal quarter most recently ended on or prior to such date of determination), (b) the acquisition price paid for any Property acquired during the fiscal quarter most recently ended on or prior to such date of determination and owned as of the last day of such fiscal quarter, (c) cash and Cash Equivalents as of the end of the fiscal quarter most recently ended on or prior to such date of determination, (d) vacant land owned as of the last day of the fiscal quarter most recently ended on or prior to such date of determination, at cost, (e) mortgage notes receivable at GAAP as of the last day of the fiscal quarter most recently ended on or prior to such date of determination, and (f) Construction In Progress owned as of the last day of the fiscal quarter most recently ended on or prior to such date of determination, at cost. Borrower’s Ownership Share of assets held by Unconsolidated Affiliates (excluding assets of the type described in the immediately preceding clause (c)) will be included in the calculation of Total Asset Value consistent with the above described treatment for wholly owned assets.
| c. | Section 8.02 of the Credit Agreement is hereby amended by (i) deleting the “and” now appearing at the end of clause (l) thereof, (ii) adding “and” at the end of clause (m) thereof and (iii) inserting the following new clause (n) immediately following clause (m) thereof: |
(n) Indebtedness of the Borrower owing to the Parent provided that such Indebtedness is subordinated to the Obligations in a manner satisfactory to Administrative Agent;
| d. | Section 8.05 of the Credit Agreement is hereby amended by (i) deleting the “ and” now appearing at the end of clause (i) thereof, (ii) deleting the “.” now appearing at the end of clause (j) thereof and substituting the following therefor: “;” and (iii) inserting the following new clauses (k) and (l) immediately following clause (j) thereof: |
(k) Parent may make, and Borrower may make dividends or distributions to Parent to allow Parent to make, any (i) mandatory redemption payments pursuant to the terms of, or any payments that may be required in connection with the conversion of, the Series C Convertible Preferred Stock and (ii) any dividends on the Series C Convertible Preferred Stock that may be required to be paid, in each case, pursuant to the terms thereof as in effect as of June 4, 2013 (or as amended in any manner that does not increase the payment obligations of the Parent in respect thereof); and
(l) Parent or Borrower may make, and Borrower may make dividends or distributions to Parent to allow Parent to make, any (i) redemption or cash settlement payments and (ii) any cash interest payments, in each case, in accordance with the terms of any series of Indebtedness convertible into Equity Interests or cash or any combination of cash and Equity Interests of the Parent and
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issued by Parent or Borrower and otherwise permitted hereunder. For the avoidance of doubt, the dividends and distributions under this clause (l) shall be permitted so long as no Default shall have occurred and be continuing at the time of the issuance of the relevant Indebtedness.
| e. | Section 8.14(b) of the Credit Agreement is hereby amended and restated in its entirety as follows: |
(b) Maximum Secured Recourse Indebtedness. Recourse Indebtedness of Parent and Borrower (excluding unsecured Indebtedness and any Indebtedness under this Agreement and, from and after the occurrence of the Permitted Bridge Credit Agreement Transaction, the Bridge Credit Agreement) to exceed ten percent (10%) of Total Asset Value of the Companies.
| f. | Section 9.01 of the Credit Agreement is hereby amended to add the following at the end of the clause (f) thereof: |
; provided that this clause (f) shall not apply to any redemption, conversion or settlement of any such Indebtedness that is convertible into Equity Interests in the Parent (and cash in lieu of fractional shares or units) and/or cash (in lieu of such Equity Interests in an amount determined by reference to the price of the common stock of the Parent at the time of such redemption, conversion or settlement) pursuant to its terms unless such redemption, conversion or settlement results from a default thereunder or an event of a type that constitutes an Event of Default
| 3. | Consent. The Borrower has informed the Administrative Agent and the Lenders of the acquisition by the Borrower and certain of its Subsidiaries of the Properties identified on Schedule I attached hereto (the “Additional Properties”). Subject to the satisfaction or waiver of the conditions precedent set forth in Section 4 below, solely for the purposes of calculating the financial covenants set forth in Section 8.14 of the Credit Agreement, the Administrative Agent and the Lenders party hereto acknowledge and approve that each of the Additional Properties shall be Acceptable Properties, effective as of June 27, 2013, so long as on or before July 26, 2013 (or such later date as the Administrative Agent may determine in its sole discretion) the requirements set forth in clauses (i) through (iii) of the definition of “Acceptable Properties” in the Credit Agreement shall have been satisfied with respect to each such Additional Property. Notwithstanding the foregoing, it us understood and agreed that, except as expressly set forth in the preceding sentence, no Additional Property shall be included in the calculation of the Borrowing Base under the Credit Agreement (including, without limitation, for purposes of Section 2.14(b) of the Credit Agreement), unless and until the requirements set forth in clauses (i) through (iii) of the definition of “Acceptable Properties” in the Credit Agreement shall have been satisfied with respect to such Additional Property, and the failure to satisfy such requirements with respect to the Additional Properties on or before July 26, 2013 (or such |
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| later date as the Administrative Agent may determine in its sole discretion) shall constitute an Event of Default. |
| 4. | Conditions to Effectiveness. This Fourth Amendment shall not be effective until the Administrative Agent shall have received counterparts of this Fourth Amendment duly executed and delivered by the Borrower and the other Loan Parties, the Administrative Agent, the Issuing Bank, the Swingline Lender and the Required Lenders; provided that upon this Fourth Amendment becoming effective the provisions of Section 2 hereof shall be deemed to be effective as of June 4, 2013. |
| 5. | Representations and Warranties. The representations and warranties of Borrower and each other Loan Party, contained in Article VI of the Credit Agreement or any other Loan Document are true and correct in all material respects (except to the extent that any such representation and warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language, in which case it shall be true and correct in all respects (after giving effect to any such qualification)) on and as of the date hereof; provided, if any such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects (except to the extent that any such representation and warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language, in which case it shall be true and correct in all respects (after giving effect to any such qualification)) as of such earlier date. |
| 6. | Limited Amendment; Ratification of Loan Documents. Except as specifically amended or modified hereby, the terms and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect, and are hereby ratified and affirmed in all respects. This Fourth Amendment shall not be deemed a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document, except as expressly set forth herein. |
| 7. | Governing Law. This Fourth Amendment shall be governed by and construed in accordance with the laws of the State of New York. |
| 8. | Miscellaneous. This Fourth Amendment may be executed in any number of counterparts, which shall together constitute an entire original agreement, and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Fourth Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. Any determination that any provision of this Fourth Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provisions of this Fourth Amendment. The Loan Parties represent and warrant that they have consulted with independent legal counsel of their selection in connection herewith and are not relying on any representations or warranties of the Administrative |
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| Agent or the Lenders or their counsel in entering into this Fourth Amendment. This Fourth Amendment shall constitute a Loan Document. |
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed as of the day and year first above written.
| ARC Properties Operating Partnership, L.P., a Delaware limited partnership
By: /s/ Jesse C. Galloway_________
Title: Authorized Signatory
| |
| AMERICAN REALTY CAPITAL PROPERTIES, INC., a Maryland corporation
By/s/ Jesse C. Galloway_________
Title: Authorized Signatory
TIGER ACQUISITION, LLC, a Delaware limited liability company
By/s/ Jesse C. Galloway_________
Title: Authorized Signatory | |
Signature Page to
Fourth Amendment to Credit Agreement
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent, SwingLine
Lender, Issuing Bank and as a Lender
By: /s/ Matthew Ricketts___________________
Name: Matthew Ricketts
Title: Managing Director
Signature Page to
Fourth Amendment to Credit Agreement
BARCLAYS BANK PLC,
as a Lender
By: /s/ Noam Azachi______________________
Name: Noam Azachi
Title: Vice President
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Fourth Amendment to Credit Agreement
BANK OF AMERICA, N.A., as a Lender
By: /s/ Michael W. Edwards________________
Name: Michael W. Edwards
Title: Senior Vice President
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Fourth Amendment to Credit Agreement
JPMORGAN CHASE BANK, N.A.
as a Lender
By: /s/ Rita Lai_____________________
Name: Rita Lai
Title: Senior Credit Banker
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Fourth Amendment to Credit Agreement
RBS CITIZENS NA,
as a Lender
By: /s/ Donald Woods__________________
Name: Donald Woods
Title: SVP
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Fourth Amendment to Credit Agreement
Capital One, N.A.,
as a Lender
By: /s/ Frederick H. Denecke________________
Name: Frederick H. Denecke
Title: Vice President
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Fourth Amendment to Credit Agreement
RAYMOND JAMES BANK, N.A.,
as a Lender
By: /s/ James M. Armstrong_______________
Name: James M. Armstrong
Title: Senior Vice President
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Fourth Amendment to Credit Agreement
COMERICA BANK,
as a Lender
By: /s/ Charles Weddell__________________
Name: Charles Weddell
Title: Vice President
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Fourth Amendment to Credit Agreement
Each of the undersigned, as Guarantor under that certain Amended and Restated Parent Guaranty Agreement dated as of February 28, 2013, hereby consents to the foregoing Fourth Amendment to Credit Agreement and acknowledges and agrees that the Amended and Restated Parent Guaranty Agreement executed by the undersigned dated as of February 28, 2013 remains in full force and effect.
AMERICAN REALTY CAPITAL PROPERTIES, INC., a Maryland corporation
By: /s/ Jesse C. Galloway_________
Name: Jesse C. Galloway
Title: Authorized Signatory
TIGER ACQUISITION, LLC, a Delaware limited liability company
By: /s/ Jesse C. Galloway_________
Name: Jesse C. Galloway
Title: Authorized Signatory
Signature Page to
Fourth Amendment to Credit Agreement
Each of the undersigned, as Guarantor under that certain Subsidiary Guaranty Agreement dated as of February 14, 2013 (as amended and in effect from time to time) hereby consents to the foregoing Fourth Amendment to Credit Agreement and acknowledges and agrees that the Subsidiary Guaranty Agreement and each Pledge Agreement executed by the undersigned remains in full force and effect.
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By: /s/ Jesse C. Galloway____________
Name: Jesse C. Galloway
Title: Authorized Signatory
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By: /s/ Jesse C. Galloway____________
Name: Jesse C. Galloway
Title: Authorized Signatory
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By: /s/ Jesse C. Galloway____________
Name: Jesse C. Galloway
Title: Authorized Signatory
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By: /s/ Jesse C. Galloway____________
Name: Jesse C. Galloway
Title: Authorized Signatory
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By: /s/ Jesse C. Galloway____________
Name: Jesse C. Galloway
Title: Authorized Signatory
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By: /s/ Jesse C. Galloway____________
Name: Jesse C. Galloway
Title: Authorized Signatory
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By: /s/ Jesse C. Galloway____________
Name: Jesse C. Galloway
Title: Authorized Signatory
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By: /s/ Jesse C. Galloway____________
Name: Jesse C. Galloway
Title: Authorized Signatory
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ARC FDSTLMO004, LLC
ARC FDTFWLA001, LLC
ARC FDWNNMS001, LLC
ARC FEBYNTX001, LLC
ARC FECCOCA001, LLC
ARC FECCTOH001, LLC
ARC FEEVLIN001, LLC
ARC FEHBTTN001, LLC
ARC FEHZDKY001, LLC
ARC FEKKEIL001, LLC
ARC FELDNKY002, LLC
ARC FELWLAR001, LLC
ARC FEMTPPA001, LLC
ARC FEMTVIL001, LLC
ARC FEOMKWA001, LLC
ARC FERVLMN001, LLC
ARC FEWCANV001, LLC
ARC FEWVRNV001, LLC
ARC FEYMAAZ001, LLC
ARC FMARAIL001, LLC
ARC FMBSRLA001, LLC
ARC FMCARMI001, LLC
ARC FMCGOIL001, LLC
ARC FMDLSTX001, LLC
ARC FMJSNMI001, LLC
ARC FMKMLOH001, LLC
ARC FMPRUIN001, LLC
ARC FMWGNIL001, LLC
ARC FMWSWNC001, LLC
ARC GEAUBAL001, LLC
ARC GMFTWIN001, LLC
ARC GSFTWTX001, LLC
ARC GSGLOVA001, LLC
ARC GSMOBAL001, LLC
By: /s/ Jesse C. Galloway____________
Name: Jesse C. Galloway
Title: Authorized Signatory
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ARC GSSPRAZ001, LLC
ARC GSSPRMO001, LLC
ARC HBRHLNC001, LLC
ARC IMCLBOH001, LLC
ARC KFCPTCA001, LLC
ARC KGBTVAR001, LLC
ARC KGCYNWY001, LLC
ARC KGFTNCO001, LLC
ARC KGLWLAR001, LLC
ARC KGMCTIA001, LLC
ARC KGMMTCO001, LLC
ARC KGOTMIA001, LLC
ARC KGPGDAR001, LLC
ARC KGRGSAR001, LLC
ARC KGSWDAR001, LLC
ARC KGTGAND001, LLC
ARC KLABYGA001, LLC
ARC KLATLGA001, LLC
ARC KLATLGA002, LLC
ARC KLAUGGA001, LLC
ARC KLCBSGA001, LLC
ARC KLCTNTN001, LLC
ARC KLEPTGA001, LLC
ARC KLGFPMS001, LLC
ARC KLJACFL001, LLC
ARC KLJAKMS001, LLC
ARC KLJAKMS002, LLC
ARC KLKNXTN001, LLC
ARC KLMCNGA001, LLC
ARC KLMDGGA001, LLC
ARC KLMGYAL001, LLC
ARC KLORLFL001, LLC
ARC KLORLFL002, LLC
ARC KLPHCAL001, LLC
ARC KLPLCFL001, LLC
ARC KLPRLMS001, LLC
ARC KLSAGFL001, LLC
By: /s/ Jesse C. Galloway____________
Name: Jesse C. Galloway
Title: Authorized Signatory
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ARC KLSNVGA001, LLC
ARC KLTCLAL001, LLC
ARC MFBSEID001, LLC
ARC MFCBSIN001, LLC
ARC MFFNCSC001, LLC
ARC MFNDLTX001, LLC
ARC MFRLHNC001, LLC
ARC MFWSNNC001, LLC
ARC NTMRWGA001, LLC
ARC NTSTLMO001, LLC
ARC ORLMIWY001, LLC
ARC ORONAAL001, LLC
ARC PFCNLGA001, LLC
ARC PRRCRNY001, LLC
ARC PSCLSNC001, LLC
ARC PSCLTNC001, LLC
ARC PSCLTNC002, LLC
ARC PSCLTNC003, LLC
ARC PSCLTNC004, LLC
ARC PSCNRNC001, LLC
ARC PSFMLSC001, LLC
ARC PSLTNNC001, LLC
ARC PSMGYAL001, LLC
ARC PSMTSNC001, LLC
ARC PSTVLNC001, LLC
ARC RAHTNWV001, LLC
ARC RAJFVIN001, LLC
ARC RALMAOH001, LLC
ARC RALNGKY001, LLC
ARC RALVLOH001, LLC
ARC RALXNKY001, LLC
ARC RAMAROH001, LLC
ARC RAPRSKY001, LLC
ARC RASFDKY001, LLC
ARC RASVLKY001, LLC
ARC RMWFDKS002, LLC
ARC SBTPAFL001, LLC
By: /s/ Jesse C. Galloway____________
Name: Jesse C. Galloway
Title: Authorized Signatory
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ARC SEGCTVA001, LLC
ARC SEHPNVA001, LLC
ARC SEHPNVA002, LLC
ARC SESSAFL001, LLC
ARC SSPMTMA001, LLC
ARC STORROH001, LLC
ARC STORROH002, LLC
ARC STORROH003, LLC
ARC TDFMTME001, LLC
ARC TRSEAWA001, LLC
ARC TSGRYLA001, LLC
ARC TSNGNMI001, LLC
ARC TSPYMNH001, LLC
ARC WGABOPR001, LLC
ARC WGACWGA002, LLC
ARC WGANDIN001, LLC
ARC WGCDVTN001, LLC
ARC WGCGOIL001, LLC
ARC WGCGOIL002, LLC
ARC WGCLBMS001, LLC
ARC WGCTPMI001, LLC
ARC WGESYSC001, LLC
ARC WGETNOH001, LLC
ARC WGGVLSC001, LLC
ARC WGLNPMI001, LLC
ARC WGLVSNV001, LLC
ARC WGMEMTN001, LLC
ARC WGNCNSC001, LLC
ARC WGPORAZ001, LLC
ARC WGTLQOK001, LLC
ARC WGTRYMI001, LLC
ARC WGWRNMI001, LLC
ARC WMDVLVA001, LLC
ARC3 DGADYTX01, LLC
ARC3 DGBKLMO01, LLC
ARC3 DGLKCLA001, LLC
ARC3 DGNCZMS001, LLC
By: /s/ Jesse C. Galloway____________
Name: Jesse C. Galloway
Title: Authorized Signatory
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ARC3 DGNHNMO01, LLC
ARC3 DGWMRLA001, LLC
ARC3 FDHLKMS01, LLC
ARC3 FEEWCWA001, LLC
ARC3 FEKKMIN01, LLC
ARC3 FEPBGWV001, LLC
ARC3 FEQNCIL01, LLC
ARC3 GSSTUFL001, LLC
ARC3 WGSTNNY001, LLC
ARCP AAFNTMI001, LLC
ARCP AAYLNMI001, LLC
ARCP DGAFTAR01, LLC
ARCP DGAPCMO001, LLC
ARCP DGASDMO001, LLC
ARCP DGASGMO001, LLC
ARCP DGBLFMO001, LLC
ARCP DGBLVAR001, LLC
ARCP DGBRNMO001, LLC
ARCP DGCCDMO01, LLC
ARCP DGCMROK001, LLC
ARCP DGCNYKS01, LLC
ARCP DGCRLAR001, LLC
ARCP DGCTNMO001, LLC
ARCP DGCVRMO01, LLC
ARCP DGDMDMO001, LLC
ARCP DGFPNAR01, LLC
ARCP DGGFDMO01, LLC
ARCP DGGRFAR001, LLC
ARCP DGHVLMO01, LLC
ARCP DGJNBIL001, LLC
ARCP DGLSNMO001, LLC
ARCP DGNWTOK01, LLC
ARCP DGOGVMO01, LLC
ARCP DGPCYFL01, LLC
ARCP DGPMRMO001, LLC
ARCP DGSJSMO01, LLC
ARCP DGSNCMO01, LLC
By: /s/ Jesse C. Galloway____________
Name: Jesse C. Galloway
Title: Authorized Signatory
Signature Page to
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ARCP DGSNTMO01, LLC
ARCP DGWNAMO01, LLC
ARCP DGWSGMO01, LLC
ARCP GSFRENY001, LLC
ARCP GSPLTNY01, LLC
ARCP GSWARPA001, LLC
ARCP JDDPTIA01, LLC
ARCP MBDLSTX01, LLC
ARCP TSRGCTX01, LLC
ARCP WGEPTMI001, LLC
ARCP WGMRBSC001, LLC
CRE JV Mixed Five IL 2 Branch Holdings LLC
CRE JV Mixed Five IL 3 Branch Holdings LLC
CRE JV Mixed Five IL 5 Branch Holdings LLC
CRE JV Mixed Five MI 1 Branch Holdings LLC
CRE JV Mixed Five MI 2 Branch Holdings LLC
CRE JV Mixed Five MI 3 Branch Holdings LLC
CRE JV Mixed Five MI 4 Branch Holdings LLC
CRE JV Mixed Five MI 5 Branch Holdings LLC
CRE JV Mixed Five MI 6 Branch Holdings LLC
CRE JV Mixed Five MI 7 Branch Holdings LLC
CRE JV Mixed Five NH Branch Holdings LLC
CRE JV Mixed Five OH 1 Branch Holdings LLC
CRE JV Mixed Five OH 2 Branch Holdings LLC
By: /s/ Jesse C. Galloway____________
Name: Jesse C. Galloway
Title: Authorized Signatory
Signature Page to
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CRE JV Mixed Five OH 3 Branch Holdings LLC
CRE JV Mixed Five OH 4 Branch Holdings LLC
CRE JV Mixed Five OH 5 Branch Holdings LLC
CRE JV Mixed Five OH 6 Branch Holdings LLC
CRE JV Mixed Five OH 7 Branch Holdings LLC
CRE JV Mixed Five VT Branch Holdings LLC
ARC AABBVKY001, LLC
ARC AAMSEMI001, LLC
ARC AASNAKS001, LLC
ARC AALBYKY001, LLC
ARC AZCGOIL001, LLC
ARC CBSFDMA001, LLC
ARC CVSCDFL001, LLC
ARC DDOSCAR001, LLC
ARC FDDRTMI003, LLC
ARC FDKBYID001, LLC
ARC FDSTLMO002, LLC
ARC FMABLNC001, LLC
ARC FMAGRNC001, LLC
ARC FMABONC001, LLC
ARC FMTVLNC001, LLC
ARC HVVMNSD001, LLC
ARC KHHWLMI001, LLC
ARC KGWKEIA001, LLC
ARC QBFNTMI001, LLC
ARC TBHGHMA001, LLC
ARC TSOCTAL001, LLC
ARC VSEPKIL001, LLC
ARC WGDBNMI001, LLC
ARC WGLPSPR001, LLC
ARC WGLVSNV001, LLC
ARC WGLVNMI001, LLC
By: /s/ Jesse C. Galloway____________
Name: Jesse C. Galloway
Title: Authorized Signatory
Signature Page to
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ARC WGPHXAZ001, LLC
ARC INCOME PROPERTIES, LLC
By: /s/ Jesse C. Galloway____________
Name: Jesse C. Galloway
Title: Authorized Signatory
Signature Page to
Fourth Amendment to Credit Agreement
