EX 10.37 ARC RCA 12.31.2014


Exhibit 10.37




THIRD AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE
THIS THIRD AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE (this "Amendment"), dated effective as of this 10th day of December, 2014 (the "Effective Date"), is made and entered into by and between AD WEST END, LLC, an Indiana limited liability company (thc "Seller"), and AMERICAN REALTY CAPITAL IV, LLC, a Delaware limited liability company ("Buyer").
RECITALS
A.Buyer and Seller entered into that certain Agreement for Purchase and Sale, dated as of November 3, 2014, as amended by that certain First Amendment to Agreement for Purchase and Sale, dated effective as of December 3, 2014, and that certain Second Amendment to Agreement for Purchase and Sale, dated effective as of December 5, 2014 (collectively, the "Agreement"), whereby Seller agreed to sell, and Buyer agreed to purchase, certain real property and the improvements thereon more commonly referred to as Shops at West End and located in the City of St. Louis Park, County of Hennepin, State of Minnesota, as more particularly described in the Agreement as the "Property".


B.Seller and Buyer now desire to amend the Agreement as more particularly set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, which are hereby incorporated into this Amendment, for the premises and mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree as follows:
1.Except as otherwise defined herein, all capitalized terms used in this Amendment shall have the meaning ascribed to them in the Agreement.


2.The Inspection Date shall be extended to 5:00 PM Eastern Time on December 16, 2014 solely as to (a) approval by Buyer in Buyer's sole discretion of that certain lease with Latitude 360 Minneapolis, LLC, including without limitation, the financial condition of the tenant, underwriting approval and negotiation of an escrow agreement respecting post-closing matters, and (b) approval by Buyer of any code violations and other matters identified in that certain letter from the City of St. Louis Park to Seller dated November 6, 2014, that will not be corrected by the Closing Date. Buyer hereby acknowledges and agrees that all other due diligence matters and conditions to closing in Section 6 of the Agreement that are to be satisfied or waived as of 5:00 pm on the Inspection Date have been satisfied or waived as of December 5, 2014. Notwithstanding the foregoing, the Closing Date shall occur no later than December 23, 2014.


3.Unless specifically modified by this Amendment, the Agreement remains unchanged and in full force and effect.


4.    This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which when taken together shall constitute one and the same document. PDF or other electronic signatures shall be sufficient to bind the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the Effective Date.
SELLER:
AD WEST END LLC,
an Indiana limited liability company


By:    /s/ Jeff D. Behm                
Name:     Jeff D. Behm                
Title:    Vice President                
BUYER:
AMERICAN REALTY CAPITAL IV, LLC,
a Delaware limited liability company
By: AR Capital, LLC, a Delaware limited liability
company, its sole memberi 


By:    /s/ Jesse C. Galloway            
Name:     Jesse C. Galloway            
Title:    Authorized Signatory