American Realty Capital - Retail Centers Of America 10-K 2014 FY Annual report

Exhibit 10.35

FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE

THIS FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE (this "Amendment"), dated effective as of this 3^rd day of December, 2014 (the "Effective Date"), is made and entered into by and between AD WEST END, LLC, an Indiana limited liability company (the "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 (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 5, 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 shall be and hereby are satisfied or waived as of 5:00 pm on the date hereof. 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/ Nicholas C. Anthony

Name: Nicholas C. Anthony

Title: Chief Investment Officer

BUYER:

AMERICAN REALTY CAPITAL IV, LLC, a Delaware limited liability company

By: ,

Name: Title:

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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:

Name:

Title:

BUYER:

AMERICAN REALTY CAPITAL IV, LLC, a Delaware limited liability company

By: AR Capital, LLC, a Delaware limited liability company, its sole member

By:/s/ Jesse C. Galloway

Name: Jesse C. Galloway

Title:Authorized Signatory

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