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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
			Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
			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

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

American Realty Capital

Limited Partnership

$

2000

200

0.99

%

Advisors 111, LLC

Interest

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

American Realty Capital Trust

Subordinated 15%

None

Not

Not

III Special Limited Partner, LLC

interest in

applicable

applicable

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

described in Sections

5.1(b), 5.1(c) and

5.1(d)