Exhibit 10.33


 


Execution Version


 


OMNIBUS AMENDMENT TO LOAN DOCUMENTS


 


OMNIBUS AMENDMENT TO
LOAN DOCUMENTS (this “Agreement”) dated as of March 26, 2014, among AMERICAN REALTY CAPITAL GLOBAL OPERATING
PARTNERSHIP, L.P., a Delaware limited partnership (“Borrower”), AMERICAN REALTY CAPITAL GLOBAL TRUST, INC.,
a Maryland corporation (“Parent”), ARC GLOBAL HOLDCO, LLC, a Delaware limited liability company (“International
Holdco”), the SUBSIDIARY GUARANTORS party hereto (the “Subsidiary Guarantors”; Parent, International
Holdco and each of the Subsidiary Guarantors, individually, a “Guarantor Party” and, collectively, the “Guarantor
Parties”), the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (together
with its successors and assigns in such capacity, the “Administrative Agent”).


 


RECITALS:


 


A.           Borrower,
the Administrative Agent and certain lenders (together with their respective successors and assigns, the “Lenders”)
are parties to that certain Credit Agreement dated as of July 25, 2013, as amended by that certain First Amendment to Credit Agreement
dated as of November 22, 2013 (as so amended, the “Credit Agreement”; and except as otherwise herein expressly
provided, each initially capitalized term used herein has the meaning assigned to such term in the Credit Agreement).


 


B.           Borrower
and International Holdco are parties to that certain Pledge Agreement in favor of the Administrative Agent dated as of July 25,
2013.


 


C.           The
Guarantor Parties are party to that certain Guaranty in favor of the Administrative Agent on behalf of the Lenders and the Issuing
Bank dated as of July 25, 2013.


 


D.           Pursuant
to Section 2.21 of the Credit Agreement, Borrower has requested an increase in the Commitments by $50,000,000, and Regions Bank
(the “Electing Lender”) has agreed to provide such increase.


 


E.           The
Lenders have requested that the obligations of Borrower owing to the Lenders under Swap Agreements be added as “Obligations”
under the Loan Documents, be guaranteed by the Guaranty and be secured by the Pledge Agreement.


 


F.           The
parties hereto desire to amend the Credit Agreement as set forth herein.


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


Section 1.                    Amendment
of Credit Agreement. Effective as of the Effective Date (defined below)


(unless otherwise set forth below), the Credit Agreement is
hereby amended as follows:


 


(a)          The
cover page to the Credit Agreement is hereby deleted in its entirety and replaced with the cover page attached hereto as Annex
A.


 


(b)          The
parenthetical “(i.e., 3.00%)” in the definition of “Applicable Rate” set forth in Section 1.01 of the Credit
Agreement is hereby deleted in its entirety and replaced with the parenthetical “(i.e., 2.20%)”.


 


(c)          The
definition of “Arranger” set forth in Section 1.01 of the Credit Agreement is hereby deleted in its entirety and replaced
with the following:


 


““Arrangers”
means, collectively, J.P. Morgan Securities LLC and Regions Capital Markets; each of the Arrangers is individually an “Arranger”.”


 




    	 



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(d)          The
definition of “Borrowing Base Availability Termination Event” set forth in Section 1.01 of the Credit Agreement is
hereby deleted in its entirety.


 


(e)          Effective
as of March 26, 2014, the last sentence of the definition of “Commitment” set forth in Section 1.01 of the Credit Agreement
is hereby deleted in its entirety and replaced with the following:


 


“As of March 26, 2014, the aggregate amount of
the Lenders’ Commitments is $100,000,000.”


 


(f)          The
following definition of “Commodity Exchange Act” is hereby added to Section 1.01 of the Credit Agreement:


 


““Commodity Exchange Act”
means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).”


 


(g)          The
following definition of “Excluded Swap Obligations” is hereby added to Section 1.01 of the Credit Agreement:


 


““Excluded
Swap Obligations” means, with respect to any Guarantor, any Swap Obligation of such Guarantor if, and to the extent
that, all or a portion of the Guaranty is or becomes illegal as to such Guarantor under the Commodity Exchange Act or any rule,
regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof)
by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined
in the Commodity Exchange Act and the regulations thereunder at the time the Guaranty becomes effective against such Guarantor
with respect to such Swap Obligation; provided, for the avoidance of doubt, in determining whether any Guarantor is an “eligible
contract participant” under the Commodity Exchange Act, the keepwell agreement set forth in Section 11 of the Guaranty shall
be taken into account. If a Swap Obligation of a Guarantor arises under a Master Agreement (or Guarantee in respect thereof) governing
more than one Swap Agreement, such exclusion shall apply only to the portion of such Swap Obligation of such Guarantor that is
attributable to Swap Agreements for which the Guaranty is or becomes excluded as to such Guarantor in accordance with the first
sentence of this definition.”


 


(h)          The
following definition of “Master Agreement” is hereby added to Section 1.01 of the Credit Agreement:


 


““Master
Agreement” has the meaning assigned to such term in the definition of “Swap Agreement”.”


 


(i)          The
definition of “Obligations” set forth in Section 1.01 of the Credit Agreement is hereby deleted in its entirety and
replaced with the following:


 


““Obligations”
means, collectively, (a) all obligations, liabilities and indebtedness of every nature of the Loan Parties, from time to time owing
to the Administrative Agent, the Issuing Bank or any Lender under or in connection with this Agreement or any other Loan Document
to which it is a party, including principal, interest, fees (including fees of counsel), and expenses whether now or hereafter
existing under the Loan Documents and (b) all Specified Swap Obligations.”


 


(j)          The
definition of “Required Lenders” set forth in Section 1.01 of the Credit Agreement is hereby deleted in its entirety
and replaced with the following:


 


““Required
Lenders” means, at any time, Lenders having Credit Exposures and unused Commitments representing more than fifty
percent (50%) of the sum of the total Credit Exposures and unused Commitments at such time; provided that (i) in determining
such percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded, (ii) at all times when
there are only two Lenders party to this Agreement, the term “Required Lenders” shall in no event mean less than two
Lenders unless one of such Lenders is a Defaulting Lender and (iii) for the purpose of determining the Required


 




    	 



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Lenders needed for any waiver,
amendment, modification or consent, any Lender that is the Borrower, or any Affiliate of the Borrower shall be disregarded.”


 


(k)          The
following definition of “Specified Swap Obligations” is hereby added to Section 1.01 of the Credit Agreement:


 


““Specified
Swap Obligations” means, collectively, (a) all Swap Obligations of the Borrower owing to any Lender or any Affiliate
of any Lender arising from, by virtue of, or pursuant to any Swap Agreement that relates solely to the Obligations described in
clause (a) of the definition of “Obligations” and (b) any Guarantee by any Guarantor of such Swap Obligations of the
Borrower; provided, however, the “Specified Swap Obligations” of any Guarantor shall exclude all Excluded Swap
Obligations with respect to such Guarantor.”


 


(l)          The
definition of “Swap Agreement” set forth in Section 1.01 of the Credit Agreement is hereby deleted in its entirety
and replaced with the following:


 


““Swap
Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate
transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or
bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions,
cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of
any of the foregoing (including any options to enter into any of the foregoing), including any agreement, contract or transaction
that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act, whether or not any such
transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations,
which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such
master agreement, together with any related schedules, a “Master Agreement”), including any such obligations
or liabilities under any Master Agreement.”


 


(m)          The
following definition of “Swap Obligations” is hereby added to Section 1.01 of the Credit Agreement:


 


““Swap
Obligations” means any obligation to pay or perform under any Swap Agreement (or Guarantee thereof), including all
present and future indebtedness, liabilities, and obligations now or hereafter owing under such Swap Agreement (or such Guarantee).”


 


(n)          The
text of Section 2.04 of the Credit Agreement is hereby deleted in its entirety and replaced with the text “[Reserved]”.


 


(o)          Clause
(i) of Section 2.06(b) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:


 


“(i) the LC Exposure shall
not exceed the lesser of (x) twenty-five percent (25%) of the aggregate amount of the Lenders’ Commitments and (y) $50,000,000
and”


 


(p)          The
second sentence of Section 2.06(j) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:


 


“Such deposit shall be held
by the Administrative Agent as collateral for the payment and performance of the Obligations.”


 


(q)          The
second to last sentence of Section 2.06(j) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:


 




    	 



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“Moneys in such account shall
be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed
and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the
LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure
representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations.”


 


(r)          The
text of Section 2.11(b)(ii) of the Credit Agreement is hereby deleted in its entirety and replaced with the text “[reserved]”.


 


(s)          The
following is hereby added to Section 2.11 of the Credit Agreement as subsection (d) thereof:


 


“(d)          Effect
on Swap Agreements. Any prepayment of a Borrowing shall be without prejudice


to the Borrower’s obligations
under any Swap Agreement, which shall remain in full force and effect subject to the terms of such Swap Agreement, including provisions
that may require a reduction, modification or early termination of a swap transaction, in whole or in part, in the event of such
prepayment, and may require the Borrower to pay any fees or other amounts for such reduction, modification or early termination,
and no such fees or amounts shall be deemed a penalty hereunder or otherwise.”


 


(t)          Clause
(ii) of Section 2.18(b) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:


 


“(ii) second, on a paii
passu basis, towards payment of principal and unreimbursed LC Disbursements then due hereunder, and the Specified Swap Obligations
then due, ratably among the parties entitled thereto in accordance with the amounts of principal, unreimbursed LC Disbursements
and Specified Swap Obligations then due to such parties.”


 


(u)          The
following is hereby added as the last sentence of Section 2.18(b) of the Credit Agreement:


 


“Excluded Swap Obligations
with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but
appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations
otherwise set forth above in this Section 2.18(b).”


 


(v)         Each
occurrence of the term “Arranger” in Section 2.21(c) of the Credit Agreement is hereby deleted in its entirety and
replaced with the term “Arrangers”.


 


(w)          Each
occurrence of the term “Arranger” in the first two sentences of Section 2.21(d) of the Credit Agreement is hereby deleted
in its entirety and replaced with the term “Arrangers”.


 


(x)          Clauses
(vi) and (vii) of Section 2.21(d) of the Credit Agreement are hereby deleted in their entirety and replaced with the following:


 


“(vi) the Borrower paying
the Administrative Agent for the account of each new lender such upfront fees as shall be agreed to by the Borrower and the Arrangers
prior to the Arrangers commencing their efforts under this paragraph (d), (vii) the Borrower paying the Arrangers such fees as
shall be agreed to by the Borrower and the Arrangers prior to the Arrangers commencing their efforts under this paragraph (d) and”


 


(y)          The
lead in language to Section 5.01 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:


 


“The
Borrower will furnish to the Administrative Agent on behalf of the Lenders (and the Administrative Agent shall deliver to the Lenders
promptly following receipt from the Borrower):”


 


(z)          The
text of clause (v) of Section 5.01(d) of the Credit Agreement is hereby deleted in its entirety and replaced with the text “[reserved]
and”.


 




    	 



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(aa)         The
lead in language to Section 5.02 of the Credit Agreement is hereby deleted in its entirety and replaced with the
following:


 


“The
Borrower will furnish to the Administrative Agent on behalf of the Lenders (and the Administrative Agent shall deliver to the Lenders
promptly following receipt from the Borrower), upon obtaining actual knowledge thereof, prompt written notice of the following:”


 


(bb)                   Section
6.07(b) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:


 


“(b)          Minimum
Borrowing Base Domestic Debt Service Coverage Ratio. The Borrowing Base Domestic Debt Service Coverage Ratio shall not be
less than (i) 1.15 to 1.00 at any time through March 25, 2014, (ii) 1.35 to 1.00 at any time during the period commencing on
March 26, 2014 and continuing through January 31, 2015, (iii) 1.45 to 1.00 at any time commencing on February 1, 2015 and
continuing through October 31, 2015 and (iv) 1.60 to 1.00 at any time during the period commencing on November 1, 2015 and
continuing through the Maturity Date.”


 


(cc)         The
word “or” in Section 6.07(d) of the Credit Agreement is hereby deleted and replaced with the word
“and”.


 


(dd)                   Section
6.07(e) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:


 


“(e)          Maximum
Consolidated Secured Debt Ratio. The Consolidated Secured Debt Ratio shall not exceed (i) fifty percent (50%) during the
first year after the Effective Date and (ii) forty percent (40%) thereafter.”


 


(ee)         The
parenthetical “(other than the Specified Swap Obligations)” is hereby inserted immediately after the word
“Obligations” in clause (ii) of the paragraph immediately following subsection (s) of Article VII of the Credit
Agreement.


 


(ff)         The
word “or” appearing immediately before clause (v) of Section 9.02(b) of the Credit Agreement is hereby
deleted.


 


(gg)         The
following text is hereby added immediately before the semi-colon appearing at the end of clause (v) of Section 9.02(b) of the
Credit Agreement:


 


“, (vi) release all or substantially
all of the value of the Guaranty without the written consent of each Lender, except to the extent the release of any Guarantor
is permitted in accordance with this Agreement or the Guaranty (in which case such release may be made by Administrative Agent
acting alone), or (vii) release all or any material portion of the Collateral, or all or any material portion of the Liens created
by the Security Documents, without the written consent of each Lender, except to the extent such release is permitted in accordance
with this Agreement or the Security Documents (in which case such release may be made by Administrative Agent acting alone)”


 


(hh)         The
phrase “the Arranger” in Section 9.03(b) of the Credit Agreement is hereby deleted in its entirety and replaced
with the phrase “each Arranger”.


 


(ii)         The
second sentence of Section 9.06(a) of the Credit Agreement is hereby deleted in its entirety and replaced with the
following:


 


“This Agreement and any separate
letter agreements with respect to fees payable to the Administrative Agent and/or the Arrangers constitute the entire contract
among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral
or written, relating to the subject matter hereof.”


 




    	 



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(jj)         The
first sentence of Section 9.08 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:


 


“If an Event of Default shall
have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time,
to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account
of the Borrower against any of and all the Obligations held by such Lender, irrespective of whether or not such Lender shall have
made any demand under this Agreement or any Swap Agreement (other than with respect to Excluded Swap Obligations) and although
such Obligations may be unmatured.”


 


(kk)         Effective
as of March 26, 2014, Schedule 2.01 of the Credit Agreement is hereby deleted in its entirety and replaced with Schedule
2.01  attached hereto.


 


(ll)         Paragraph
10 of Exhibit D to the Credit Agreement is hereby deleted in its entirety.


 


Section 2.                    Amendment
of Guaranty. Effective as of the Effective Date, the Guaranty is hereby amended as follows:


 


(a)          Notwithstanding
anything to the contrary contained in the Guaranty, the terms “Guaranteed Party” and “Guaranteed Parties”
shall each include any Affiliate of a Lender that is owed a Specified Swap Obligation (as defined in the Credit Agreement, as amended
by this Agreement).


 


(b)          The
following definition of “Qualified ECP Guarantor” is hereby added to Section 1(b) of the Guaranty:


 


““Qualified
ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor with total assets exceeding $10,000,000 at the
time the Guaranty becomes effective with respect to such Swap Obligation or such other Guarantor as constitutes an “eligible
contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person
to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange
Act.”


 


(c)          The
following definition of “Specified Guarantor” is hereby added to Section 1(b) of the Guaranty:


 


““Specified
Guarantor” means each Guarantor that is, at the time this Guaranty becomes effective with respect to a Swap Obligation
of such Guarantor, a corporation, partnership, proprietorship, organization, trust or other entity that would not be an “eligible
contract participant” under the Commodity Exchange Act at such time but for the effect of Section 11.”


 


(d)          The
first sentence of Section 2(a) of the Guaranty is hereby deleted in its entirety and replaced with the following:


 


“Each Guarantor hereby, on
a joint and several basis, unconditionally and irrevocably guarantees to the Administrative Agent (on behalf of the Guaranteed
Parties) and its successors and permitted endorsees, transferees and assigns, the full and prompt payment when due (whether at
stated maturity, by mandatory prepayment, declaration, acceleration, demand or otherwise) of (i) the indebtedness, liabilities
and other payment obligations of the Borrower to the Guaranteed Parties under or in connection with the Credit Agreement, the Notes
and the other Loan Documents, including all unpaid principal of the Loans, all amounts owing in respect of the Letters of Credit,
all interest accrued thereon, all fees due under the Credit Agreement, all indemnification obligations of the Borrower, and all
other amounts payable by the Borrower to the Guaranteed Parties thereunder or in connection therewith and (ii) all Specified Swap
Obligations of the Borrower.”


 


(e)          The
following is hereby added as the last sentence of Section 2(a) of the Guaranty:


 




    	 



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“Notwithstanding anything
to the contrary contained herein, the Guaranteed Obligations shall not include the Excluded Swap Obligations.”


 


(f)          Section
11 of the Guaranty is hereby deleted in its entirety and replaced with the following:


 


“SECTION
11.               Keepwell. Each Qualified
ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or
other support as may be needed from time to time by each Specified Guarantor to honor all of such Specified
Guarantor’s obligations under this Guaranty in respect of Swap Obligations; provided, however, that each
Qualified ECP Guarantor shall only be liable under this Section 11 for the maximum amount of such liability that can
be hereby incurred without rendering its obligations under this Section 11 or otherwise under this Guaranty voidable
under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. The
obligations of each Qualified ECP Guarantor under this Section 11 shall remain in full force and effect until the
Obligations have been indefeasibly paid in full, the Commitments have been terminated or expired and all of the Letters of
Credit have been terminated or expired (or cash collateralized pursuant to Section 2.06(c) of the Credit Agreement). Each
Qualified ECP Guarantor intends that this Section 11 constitute, and this Section 11 shall be deemed to
constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Loan Party for all
purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”


 


Section
3.          Commitments. The Electing Lender agrees that, as of
March 26, 2014, it shall be a Lender for all purposes under the Loan Documents and agrees to be bound by all of its
obligations thereunder and its respective Commitment shall be equal to the amount set forth on Schedule 2.01 attached
hereto; provided, however, the Electing Lender shall have until March 31, 2014 to fund its Applicable Percentage of any
Borrowings outstanding as of March 26, 2014.


 


Section 4.          Effective
Date. The “Effective Date” shall be the date on which all of the following have been satisfied:


 


(a)          the
Administrative Agent shall have received the Electing Lender’s, Borrower’s, Parent’s, International Holdco’s
and the Subsidiary Guarantors’ signed counterparts of this Agreement;


 


(b)          the
Electing Lender shall have received a Note executed by Borrower in the principal amount equal to the Electing Lender’s Commitment
as set forth on Schedule 2.01  attached hereto; and


 


(c)          the
Administrative Agent shall have been paid all reasonable out-of-pocket expenses, including reasonable legal fees for the Administrative
Agent’s outside counsel, due to it pursuant to the transaction contemplated herein and all reasonable outstanding out-of-pocket
fees and expenses, if any, that have been invoiced to Borrower to date.


 


Section
5.          Borrower’s
Representations.      Borrower hereby represents and warrants to the Administrative Agent
and the Lenders, as follows:


 


(a)          each
of the representations and warranties of Borrower contained or incorporated in the Credit Agreement, as amended by this Agreement,
or any of the other Loan Documents to which it is a party, are true and correct in all material respects on and as of the date
hereof (except if any such representation or warranty is expressly stated to have been made as of a specific date, then as of such
specific date);


 


(b)          as
of the date hereof and immediately after giving effect to this Agreement, no Default and no Event of Default has occurred and is
continuing;


 


(c)          Borrower
has all necessary limited partnership power and authority to execute, deliver and perform its obligations under this Agreement;
Borrower has been duly authorized by all necessary limited partnership action on its part; and this Agreement has been duly and
validly executed and delivered by Borrower and constitutes Borrower’s legal, valid and binding obligation, enforceable in
accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium
or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general
principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and


 




    	 



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(d)          Borrower’s
execution and delivery of this Agreement (i) does not require any consent or approval of, registration or filing with, or any
other action by, any governmental authority, except for such as have been obtained or made and are in full force and effect,
(ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of Borrower
or any order of any governmental authority and (iii) will not violate or result in a default under any indenture, agreement
or other instrument binding upon Borrower or any of its assets.


 


Section
6.                    Guarantor
Parties’ Representations. Each Guarantor Party hereby represents and warrants to the Administrative Agent and the
Lenders, as follows:


 


(a)          each
of the representations and warranties of such Guarantor Party contained or incorporated in the Guaranty, as amended by this Agreement,
or any of the other Loan Documents to which it is a party, are true and correct in all material respects on and as of the date
hereof (except if any such representation or warranty is expressly stated to have been made as of a specific date, then as of such
specific date);


 


(b)          as
of the date hereof and immediately after giving effect to this Agreement, such Guarantor Party is in compliance with its obligations
under the Guaranty, as amended by this Agreement, and each of the other Loan Documents to which it is a party;


 


(c)          such
Guarantor Party has all necessary corporate or limited liability company, as applicable, power and authority to execute, deliver
and perform its obligations under this Agreement; such Guarantor Party has been duly authorized by all necessary corporate or limited
liability company, as applicable, action on its part; and this Agreement has been duly and validly executed and delivered by such
Guarantor Party and constitutes such Guarantor Party’s legal, valid and binding obligation, enforceable in accordance with
its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws
of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of
equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and


 


(d)          such
Guarantor Party’s execution and delivery of this Agreement (i) does not require any consent or approval of, registration
or filing with, or any other action by, any governmental authority, except for such as have been obtained or made and are in full
force and effect, (ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents
of such Guarantor Party or any order of any governmental authority and (iii) will not violate or result in a default under any
indenture, agreement or other instrument binding upon such Guarantor Party or any of its assets.


 


Section 7.          Ratification.


 


(a)          Borrower
hereby (i) reaffirms, ratifies, confirms, and acknowledges its obligations under the Credit Agreement (as amended hereby) and the
other Loan Documents to which it is a party and agrees to continue to be bound thereby and perform thereunder and (ii) agrees and
acknowledges that the Credit Agreement (as amended hereby) and the other Loan Documents and all of Borrower’s obligations
thereunder are and remain in full force and effect and, except as expressly provided herein, have not been affected, modified or
amended.


 


(b)          Each
Guarantor Party hereby (i) reaffirms, ratifies, confirms, and acknowledges its obligations under the Guaranty (as amended hereby)
and the other Loan Documents to which it is a party and agrees to continue to be bound thereby and perform thereunder and (ii)
agrees and acknowledges that the Guaranty (as amended hereby) and the other Loan Documents and all of its obligations thereunder
are and remain in full force and effect and, except as expressly provided herein, have not been affected, modified or amended.


 


Section 8.          Miscellaneous.


 


(a)          GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


(b)          Amendments,
Etc. The terms of this Agreement may be waived, modified and amended only by an instrument in writing duly executed by the
party hereto against whom enforcement of such waiver, modification or amendment is sought (provided that, subject to the terms
of the Credit Agreement, the Administrative Agent may execute any such waiver,


 




    	 



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modification or amendment on behalf of
the Lenders). Any such waiver, modification or amendment shall be binding upon Borrower, the Guarantors, the Electing Lender, the
Administrative Agent and the Lenders.


 


(c)          Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of Borrower,
the Guarantor Parties, the Electing Lender, the Administrative Agent and the Lenders.


 


(d)          Captions.         The
captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect
the interpretation of any provision of this Agreement.


 


(e)          Counterparts.
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument
and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of an executed counterpart of
this Agreement by facsimile or email transmission shall be effective as manual delivery of an executed counterpart hereof.


 


(f)          Severability.
Any provision hereof which is held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate
such provision in any other jurisdiction.


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed and delivered as of the day and year first above written.


 


	 	BORROWER:
	 	 	 
	 	AMERICAN REALTY CAPITAL GLOBAL OPERATING
	 	PARTNERSHIP, L.P., a Delaware limited partnership
	 	 	 
	 	By:	American Realty Capital Global Trust, Inc., a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Jesse C. Galloway
	 	 	Name:    Jesse C. Galloway
	 	 	Title:     Authorized Signatory
	 	 	 
	 	PARENT:
	 	 	 
	 	AMERICAN REALTY CAPITAL GLOBAL TRUST, INC., a
	 	Maryland Corporation
	 	 	 
	 	By:	/s/ Jesse C. Galloway
	 	 	Name:    Jesse C. Galloway
	 	 	Title:     Authorized Signatory
	 	 	 
	 	INTERNATIONAL HOLDCO:
	 	 	 
	 	ARC GLOBAL HOLDCO, LLC, a Delaware limited liability
	 	company
	 	 	 
	 	By:	American Realty Capital Global Operating Partnership,
	 	 	L.P., a Delaware limited partnership, its sole member
	 	 	 
	 	By:	American Realty Capital Global Trust, Inc., a Maryland
	 	 	corporation, its general partner
	 	 	 
	 	By:	/s/ Jesse C. Galloway
	 	 	Name:   Jesse C. Galloway
	 	 	Title:     Authorized Signatory


 




    	 



    	 



    

 


	 	SUBSIDIARY GUARANTORS:
	 	 	 
	 	ARC KSFTWPA001, LLC, a Delaware limited liability
	 	company
	 	 	 
	 	By:	/s/ Jesse C. Galloway
	 	 	Name:    Jesse C. Galloway
	 	 	Title:     Authorized Signatory
	 	 	 
	 	ARC PPHHTKY001, LLC, a Delaware limited liability
	 	company
	 	 	 
	 	By:	/s/ Jesse C. Galloway
	 	 	Name:    Jesse C. Galloway
	 	 	Title:     Authorized Signatory
	 	 	 
	 	ARC CWARANE001, LLC, a Delaware limited liability
	 	company
	 	 	 
	 	By:	American Realty Capital Global Operating Partnership,
	 	 	L.P., a Delaware limited partnership, its sole member
	 	 	 
	 	By:	American Realty Capital Global Trust, Inc., a Maryland
	 	 	corporation, its general partner
	 	 	 
	 	By:	/s/ Jesse C. Galloway
	 	 	Name:    Jesse C. Galloway
	 	 	Title:     Authorized Signatory
	 	 	 
	 	ARC CWGRDMI001, LLC, a Delaware limited liability
	 	company
	 	 	 
	 	By:	American Realty Capital Global Operating Partnership,
	 	 	L.P., a Delaware limited partnership, its sole member
	 	 	 
	 	By:	American Realty Capital Global Trust, Inc., a Maryland
	 	 	corporation, its general partner
	 	 	 
	 	By:	/s/ Jesse C. Galloway
	 	 	Name:    Jesse C. Galloway
	 	 	Title:     Authorized Signatory
	 	 	 
	 	ARC CWRVTIL001, LLC, a Delaware limited liability 
	 	company
	 	 	 
	 	By:	American Realty Capital Global Operating Partnership,
	 	 	L.P., a Delaware limited partnership, its sole member
	 	 	 
	 	By:	American Realty Capital Global Trust, Inc., a Maryland
	 	 	corporation, its general partner
	 	 	 
	 	By:	/s/ Jesse C. Galloway
	 	 	Name:    Jesse C. Galloway
	 	 	Title:     Authorized Signatory
	 	 	 
	 	[signatures continue on following pages]


 




    	 



    	 



    

 


	 	ARC CWSALKS001, LLC, a Delaware limited liability
	 	company
	 	 	 
	 	By:	American Realty Capital Global Operating Partnership,
	 	 	L.P., a Delaware limited partnership, its sole member
	 	 	 
	 	By:	American Realty Capital Global Trust, Inc., a Maryland
	 	 	corporation, its general partner
	 	 	 
	 	By:	/s/ Jesse C. Galloway
	 	 	Name:    Jesse C. Galloway
	 	 	Title:     Authorized Signatory
	 	 	 
	 	ARC CWULVOH001, LLC, a Delaware limited liability
	 	company
	 	 	 
	 	By:	American Realty Capital Global Operating Partnership,
	 	 	L.P., a Delaware limited partnership, its sole member
	 	 	 
	 	By:	American Realty Capital Global Trust, Inc., a Maryland
	 	 	corporation, its general partner
	 	 	 
	 	By:	/s/ Jesse C. Galloway
	 	 	Name:    Jesse C. Galloway
	 	 	Title:     Authorized Signatory
	 	 	 
	 	ARC CWVININ001, LLC, a Delaware limited liability
	 	company
	 	 	 
	 	By:	American Realty Capital Global Operating Partnership,
	 	 	L.P., a Delaware limited partnership, its sole member
	 	 	 
	 	By:	American Realty Capital Global Trust, Inc., a Maryland
	 	 	corporation, its general partner
	 	 	 
	 	By:	/s/ Jesse C. Galloway
	 	 	Name:    Jesse C. Galloway
	 	 	Title:     Authorized Signatory
	 	 	 
	 	ARC CWWPKMN001, LLC, a Delaware limited liability
	 	company
	 	 	 
	 	By:	American Realty Capital Global Operating Partnership,
	 	 	L.P., a Delaware limited partnership, its sole member
	 	 	 
	 	By:	American Realty Capital Global Trust, Inc., a Maryland
	 	 	corporation, its general partner
	 	 	 
	 	By:	/s/ Jesse C. Galloway
	 	 	Name:   Jesse C. Galloway
	 	 	Title:    Authorized Signatory
	 	 	 
	 	[signatures continue on following pages]


 




    	 



    	 



    

 


	 	ARC WWHWCMI001, LLC, a Delaware limited liability
	 	company
	 	 	 
	 	By:	American Realty Capital Global Operating Partnership,
	 	 	L.P., a Delaware limited partnership, its sole member
	 	 	 
	 	By:	American Realty Capital Global Trust, Inc., a Maryland
	 	 	corporation, its general partner
	 	 	 
	 	By:	/s/ Jesse C. Galloway
	 	 	Name:   Jesse C. Galloway
	 	 	Title:    Authorized Signatory
	 	 	 
	 	ARC GEGRDMI001, LLC, a Delaware limited liability
	 	company
	 	 	 
	 	By:	American Realty Capital Global Operating Partnership,
	 	 	L.P., a Delaware limited partnership, its sole member
	 	 	 
	 	By:	American Realty Capital Global Trust, Inc., a Maryland
	 	 	corporation, its general partner
	 	 	 
	 	By:	/s/ Jesse C. Galloway
	 	 	Name:    Jesse C. Galloway
	 	 	Title:     Authorized Signatory
	 	 	 
	 	[signatures continue on following pages]


 




    	 



    	 



    

 


	 	ADMINISTRATIVE AGENT:
	 	 	 
	 	JPMORGAN CHASE BANK, N.A.
	 	 	 
	 	By:	/s/ Rita Lai
	 	 	Name:  Rita Lai
	 	 	Title:    Senior Credit Banker
	 	 	 
	 	LENDERS:
	 	 	 
	 	JPMORGAN CHASE BANK, N.A.
	 	 	 
	 	By:	/s/ Rita Lai
	 	 	Name:   Rita Lai
	 	 	Title:     Senior Credit Banker
	 	 	 
	 	[signatures continue on following pages]


 




    	 



    	 



    

 


	 	REGIONS BANK
	 	 	 
	 	By:	/s/ T. Barrett Vawter
	 	 	Name:   T. Barrett Vawter
	 	 	Title:     Vice President
	 	 	 
	 	[end of signatures]


 




    	 



    	 



    

 


ANNEX A
– REPLACMENT COVER PAGE 


 


[see attached]


 




    	 



    	 



    

 


	 


 


Execution
Version


 





 


CREDIT AGREEMENT


 


dated as of


 


July 25, 2013


 


among


 


AMERICAN REALTY CAPITAL GLOBAL OPERATING
PARTNERSHIP, L.P.


 


THE LENDERS PARTY HERETO


 


and


 


JPMORGAN CHASE BANK, N.A.


as Administrative Agent 


 



 


J.P.
MORGAN SECURITIES LLC and REGIONS CAPITAL MARKETS,


as Joint Bookrunners and Joint Lead Arrangers


 


REGIONS
BANK,


as Syndication Agent


 


	 


 




    	 



    	 



    

 


SCHEDULE 2.01 – COMMITMENTS


 


	Lender	 	Commitment	 
	JPMorgan Chase Bank, N.A.	 	$	50,000,000	 
	Regions Bank	 	$	50,000,000	 
	Total Commitments	 	$	100,000,000