Exhibit 10.1
SECOND AMENDED AND RESTATED
ADVISORY AGREEMENT
BY AND AMONG
AMERICAN REALTY CAPITAL NEW YORK CITY REIT, INC.,
NEW YORK CITY OPERATING PARTNERSHIP, L.P.,
AND
NEW YORK CITY ADVISORS, LLC
Dated as of November 16, 2018
TABLE OF CONTENTS
Page
1. DEFINITIONS 1 2. APPOINTMENT 10 3. DUTIES OF THE ADVISOR 10 4. AUTHORITY OF
ADVISOR 13 5. FIDUCIARY RELATIONSHIP 13 6. NO PARTNERSHIP OR JOINT VENTURE 14 7.
BANK ACCOUNTS 14 8. RECORDS; ACCESS 14 9. LIMITATIONS ON ACTIVITIES 14 10. FEES
14 11. EXPENSES 16 12. OTHER SERVICES 18 13. OTHER ACTIVITIES OF THE ADVISOR 18
14. THE AMERICAN REALTY CAPITAL NAME 18 15. TERM OF AGREEMENT; RENEWAL 19 16.
TERMINATION BY THE PARTIES 19 17. ASSIGNMENT 20 18. PAYMENTS TO AND DUTIES OF
ADVISOR UPON TERMINATION 20 19. INCORPORATION OF THE ARTICLES OF INCORPORATION
AND THE OPERATING PARTNERSHIP AGREEMENT 21
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20. INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP 21 21.
INDEMNIFICATION BY ADVISOR 22 22. NOTICES 23 23. MODIFICATION 24 24.
SEVERABILITY 24 25. GOVERNING LAW 24 26. ENTIRE AGREEMENT 24 27. NO WAIVER 24
28. PRONOUNS AND PLURALS 24 29. HEADINGS 24 30. EXECUTION IN COUNTERPARTS 24
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SECOND AMENDED AND RESTATED
ADVISORY AGREEMENT
THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this "Agreement"), dated as
of November 16, 2018, is entered into among American Realty Capital New York
City REIT, Inc., a Maryland corporation (the "Company"), New York City Operating
Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"),
and New York City Advisors, LLC, a Delaware limited liability company.
WITNESSETH
WHEREAS, the Company is a Maryland corporation created in accordance with the
Maryland General Corporation Law;
WHEREAS, the Company is the general partner of the Operating Partnership;
WHEREAS, the Company and the Operating Partnership desire to avail themselves of
the experience, sources of information, advice, assistance and certain
facilities of the Advisor and to have the Advisor undertake the duties and
responsibilities hereinafter set forth, on behalf of, and subject to the
supervision of, the Board of Directors of the Company, all as provided herein;
WHEREAS, the Advisor is willing to render such services, subject to the
supervision of the Board of Directors of the Company, on the terms and subject
to the conditions hereinafter set forth;
WHEREAS, the Company, the Operating Partnership and the Advisor (i) entered into
that certain Advisory Agreement, dated as of April 24, 2014 (the "Original
Agreement") and (ii) amended and restated the Original Agreement on June 26,
2015 (as amended by the First Amendment thereto, dated as of November 5, 2015,
as further amended, modified or supplemented from time to time, the "Amended and
Restated Advisory Agreement"); and
WHEREAS, as of the date hereof (the "Effective Date"), the Company, the
Operating Partnership and the Advisor desire to amend and restate the Amended
and Restated Advisory Agreement in its entirety on the terms and subject to the
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
and agreements contained herein,