Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - American Finance Trust, Inc | v459951_ex99-1.htm |
| EX-10.3 - EXHIBIT 10.3 - American Finance Trust, Inc | v459951_ex10-3.htm |
| EX-10.1 - EXHIBIT 10.1 - American Finance Trust, Inc | v459951_ex10-1.htm |
| 8-K - FORM 8-K - American Finance Trust, Inc | v459951_8k.htm |
Exhibit 10.2
AMENDMENT NO. 1 TO AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT OF
AMERICAN FINANCE OPERATING PARTNERSHIP, L.P.
This Amendment No. 1, dated as of February 15, 2017 to the Amended and Restated Agreement of Limited Partnership of American Finance Operating Partnership, L.P. (the "Partnership") dated September 6, 2016 (the "Partnership Agreement") is being executed pursuant to Sections 12.3 and 7.1(a)(i)(X) of the Partnership Agreement, to admit American Realty Capital Retail Advisor, LLC (the “RCA Advisor”), Lincoln Retail REIT Services, LLC (“Lincoln”) and Genie Acquisition, LLC (“Merger Sub”) to the Partnership as a Limited Partner as contemplated by the Agreement and Plan of Merger dated September 6, 2016 among the Partnership, American Finance Trust, Inc., American Realty Capital — Retail Centers of America, Inc., American Realty Capital Retail Operating Partnership, L.P. and Genie Acquisition, LLC (the “Merger Agreement”).
A. The Company has issued 30,600.504 Partnership Units to the RCA Advisor, 172,921.192 Partnership Units to Lincoln and 38,210,198 Partnership Units to Merger Sub pursuant to Section 2.1(c) of the Merger Agreement.
B. This Amendment is being executed to update the list of Partners set forth on Schedule A to the Partnership Agreement to reflect the admission of the RCA Advisor, Lincoln and Merger Sub to the Partnership as Additional Limited Partners pursuant to Section 12.2 of the Partnership Agreement.
The Partnership Agreement is hereby amended as follows:
1. Exhibit A to the Partnership Agreement is hereby amended by replacing Exhibit A attached to the Partnership Agreement with Exhibit A attached to this Amendment.
2. This Amendment supersedes all prior amendments to Exhibit A to the Partnership Agreement. Except as modified hereby, the Partnership Agreement remains in full force and effect.
3. Capitalized terms not defined herein shall have the meaning provided in the Partnership Agreement.
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.
[SIGNATURE PAGE FOLLOWS]
| GENERAL PARTNER: | ||
| AMERICAN FINANCE TRUST, INC. | ||
| By: | /s/ Edward M. Weil, Jr. | |
| Name: Edward M. Weil, Jr. | ||
| Title: Chief Executive Officer and President | ||
Exhibit A
Partners’ Contributions and Partnership Interests
| Name and Address of Partner | Type of Interest | Type of Unit | Capital Contribution |
Number of Partnership Units |
Percentage Interest | |||||
American Finance Trust, Inc. 405 Park Avenue |
General Partner Interest |
GP Units | $200,000 | 8,888 | Less than 1% | |||||
| Limited Partner Interest |
OP Units | None | 66,116,656.586 | 62.62% | ||||||
| American Finance Advisors, LLC |
Limited Partner Interest |
OP Units | $2,020 | 90 | Less than 1% | |||||
| 405 Park Avenue New York, New York 10022 |
Limited Partner Interest |
Class B Units | None | 1,052,420 | 1.0% | |||||
| Genie Acquisition, LLC | Limited Partner Interest |
OP Units | None | 38,210,198 | 36.19% | |||||
405 Park Avenue New York, New York 10022 |
||||||||||
| American Realty Capital Retail Advisor, LLC 405 Park Avenue New York, New York 10022 |
Limited Partner Interest |
OP Units | None | 85.648 | Less than 1% | |||||
Limited Partner |
OP Units | None | 30,514.856 | Less than 1% | ||||||
| Lincoln Retail REIT Services, LLC |
Limited Partner Interest |
OP Units | None | 172,921.192 | Less than 1% | |||||
2000 McKinney Avenue, Suite 1000 Dallas, TX 75201 |
||||||||||
| American Finance Trust Special Limited Partner, LLC 405 Park Avenue New York, New York 10022 |
Special Limited Partner Interest |
None | None | Not applicable | Not applicable |