SEC Info - American Finance Trust, Inc - ‘10-K’ for 12/31/16

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American Finance Trust, Inc – ‘10-K’ for 12/31/16 – ‘EX-10.23’

On: Monday, 3/13/17, at 5:20pm ET · For: 12/31/16 · Accession #: 1568162-17-4 · File #: 0-55197

  As Of               Filer                 Filing    For·On·As Docs:Size

 3/13/17  American Finance Trust, Inc       10-K       12/31/16  100:28M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.45M 
 2: EX-10.19    Agreement for Purchase and Sale of Real Property    HTML    157K 
 3: EX-10.20    First Amendment to Agreement for Purchase and Sale  HTML     36K 
                of Real Property                                                 
 4: EX-10.21    Second Amendment to Agreement for Purchase and      HTML     37K 
                Sale of Real Property                                            
 5: EX-10.22    Third Amendment to Agreement for Purchase and Sale  HTML     37K 
                of Real Property                                                 
 6: EX-10.23    Fourth Amendment to Agreement for Purchase and      HTML     43K 
                Sale of Real Property                                            
 7: EX-21.1     List of Subsidiaries                                HTML     56K 
 8: EX-31.1     Certification of the Principal Executive Officer    HTML     36K 
                of the Company                                                   
 9: EX-31.2     Certification of the Principal Financial Officer    HTML     36K 
                of the Company                                                   
10: EX-32       Section 1350 Certifications                         HTML     31K 
17: R1          Document and Entity Information                     HTML     56K 
18: R2          Consolidated Balance Sheets                         HTML     99K 
19: R3          Consolidated Balance Sheets (Parenthetical)         HTML     50K 
20: R4          Consolidated Statements of Operations and           HTML    100K 
                Comprehensive (Loss) Income                                      
21: R5          Consolidated Statement of Changes in Stockholders'  HTML     83K 
                Equity                                                           
22: R6          Consolidated Statements of Cash Flows               HTML    160K 
23: R7          Organization                                        HTML     40K 
24: R8          Completed Mergers and Significant Disposals         HTML     49K 
25: R9          Summary of Significant Accounting Policies          HTML    107K 
26: R10         Real Estate Investments                             HTML    231K 
27: R11         Commercial Mortgage Loans                           HTML     77K 
28: R12         Commercial Mortgage-Backed Securities               HTML     50K 
29: R13         Other Real Estate Securities                        HTML     50K 
30: R14         Mortgage Notes Payable                              HTML    111K 
31: R15         Fair Value Measurements                             HTML     88K 
32: R16         Common Stock                                        HTML     68K 
33: R17         Commitments and Contingencies                       HTML     57K 
34: R18         Related Party Transactions and Arrangements         HTML    126K 
35: R19         Economic Dependency                                 HTML     31K 
36: R20         Share-Based Compensation                            HTML     63K 
37: R21         Net Loss Per Share                                  HTML     60K 
38: R22         Quarterly Results (Unaudited)                       HTML    127K 
39: R23         Subsequent Events                                   HTML     42K 
40: R24         Real Estate and Accumulated Depreciation -          HTML   2.89M 
                Schedule III                                                     
41: R25         Mortgage Loans on Real Estate - Schedule IV         HTML     45K 
42: R26         Summary of Significant Accounting Policies          HTML    130K 
                (Policies)                                                       
43: R27         Summary of Significant Accounting Policies          HTML     52K 
                (Tables)                                                         
44: R28         Real Estate Investments (Tables)                    HTML    235K 
45: R29         Commercial Mortgage Loans (Tables)                  HTML     76K 
46: R30         Commercial Mortgage-Backed Securities (Tables)      HTML     39K 
47: R31         Other Real Estate Securities (Tables)               HTML     39K 
48: R32         Mortgage Notes Payable (Tables)                     HTML    112K 
49: R33         Fair Value Measurements (Tables)                    HTML     78K 
50: R34         Common Stock (Tables)                               HTML     42K 
51: R35         Commitments and Contingencies (Tables)              HTML     51K 
52: R36         Related Party Transactions and Arrangements         HTML     66K 
                (Tables)                                                         
53: R37         Share-Based Compensation (Tables)                   HTML     49K 
54: R38         Net Loss Per Share (Tables)                         HTML     61K 
55: R39         Quarterly Results (Unaudited) (Tables)              HTML    126K 
56: R40         Organization (Details)                              HTML     51K 
57: R41         Completed Mergers and Significant Disposals         HTML     70K 
                (Narrative) (Details)                                            
58: R42         Summary of Significant Accounting Policies          HTML     56K 
                (Narrative) (Details)                                            
59: R43         Summary of Significant Accounting Policies          HTML     40K 
                (Summary of Distributions) (Details)                             
60: R44         Real Estate Investments (Narrative) (Details)       HTML     54K 
61: R45         Real Estate Investments (Schedule of Assets         HTML     65K 
                Acquired and Liabilities Assumed) (Details)                      
62: R46         Real Estate Investments (Acquired Leases)           HTML     55K 
                (Details)                                                        
63: R47         Real Estate Investments (Summary of Amortization    HTML     51K 
                Expense and Adjustments) (Details)                               
64: R48         Real Estate Investments (Lease Amortization)        HTML     78K 
                (Details)                                                        
65: R49         Real Estate Investments (Pro Forma Information)     HTML     39K 
                (Details)                                                        
66: R50         Real Estate Investments (Schedule of Future         HTML     43K 
                Minimum Rental Payments for Operating Leases)                    
                (Details)                                                        
67: R51         Real Estate Investments (Annualized Rental Income   HTML     37K 
                by Major Tenants) (Details)                                      
68: R52         Real Estate Investments (Annualized Rental Income   HTML     33K 
                by Geographic Location) (Details)                                
69: R53         Real Estate Investments (Summary of Assets          HTML     52K 
                Held-for-Sale) (Details)                                         
70: R54         Commercial Mortgage Loans (Narrative) (Details)     HTML     31K 
71: R55         Commercial Mortgage Loans (Composition of Loan      HTML     52K 
                Portfolio) (Details)                                             
72: R56         Commercial Mortgage Loans (Rollforward of Loan      HTML     39K 
                Portfolio) (Details)                                             
73: R57         Commercial Mortgage-Backed Securities (Summary of   HTML     40K 
                Changes in Mortgage-Backed Securities) (Details)                 
74: R58         Other Real Estate Securities (Narrative) (Details)  HTML     31K 
75: R59         Other Real Estate Securities (Summary of Realized   HTML     40K 
                Gains) (Details)                                                 
76: R60         Mortgage Notes Payable (Summary of Mortgage Notes   HTML     68K 
                Payable) (Details)                                               
77: R61         Mortgage Notes Payable (Narrative) (Details)        HTML     48K 
78: R62         Mortgage Notes Payable (Future Minimum Payments)    HTML     51K 
                (Details)                                                        
79: R63         Fair Value Measurements (Schedule of Fair Value,    HTML     59K 
                Liabilities Measured on Recurring Basis) (Details)               
80: R64         Fair Value Measurements (Fair Value of Financial    HTML     41K 
                Instruments) (Details)                                           
81: R65         Fair Value Measurements (Narrative) (Details)       HTML     38K 
82: R66         Common Stock (Narrative) (Details)                  HTML     80K 
83: R67         Common Stock (Stock Redemption) (Details)           HTML     35K 
84: R68         Commitments and Contingencies (Future Minimum       HTML     47K 
                Ground Lease Payments) (Details)                                 
85: R69         Commitments and Contingencies (Unfunded             HTML     41K 
                Commitments Under Commercial Mortgage Loans)                     
                (Details)                                                        
86: R70         Related Party Transactions and Arrangements         HTML     34K 
                (Narrative) (Details)                                            
87: R71         Related Party Transactions and Arrangements (Fees   HTML    116K 
                Paid in Connection With the Operations of the                    
                Company) (Details)                                               
88: R72         Related Party Transactions and Arrangements (Fees   HTML     58K 
                Paid in Connection With the Operations of the                    
                Company, Incurred and Payable) (Details)                         
89: R73         Related Party Transactions and Arrangements (Fees   HTML     50K 
                Paid in Connection with the Liquidation or Listing               
                of the Company's Real Estate Assets) (Details)                   
90: R74         Related Party Transactions and Arrangements         HTML     97K 
                (Related Party Agreements Executed in Connection                 
                with the Mergers) (Details)                                      
91: R75         Share-Based Compensation (Details)                  HTML     87K 
92: R76         Net Loss Per Share (Details)                        HTML     76K 
93: R77         Quarterly Results (Unaudited) (Details)             HTML     72K 
94: R78         Subsequent Events (Narrative) (Details)             HTML     77K 
95: R79         Real Estate and Accumulated Depreciation -          HTML   2.39M 
                Schedule III (Summary of Real Estate Properties)                 
                (Details)                                                        
96: R80         Real Estate and Accumulated Depreciation -          HTML     54K 
                Schedule III (Changes in Real Estate Properties                  
                and Accumulated Depreciation) (Details)                          
97: R81         Mortgage Loans on Real Estate - Schedule IV         HTML     41K 
                (Details)                                                        
99: XML         IDEA XML File -- Filing Summary                      XML    172K 
98: EXCEL       IDEA Workbook of Financial Reports                  XLSX    179K 
11: EX-101.INS  XBRL Instance -- afin-20161231                       XML   9.67M 
13: EX-101.CAL  XBRL Calculations -- afin-20161231_cal               XML    255K 
14: EX-101.DEF  XBRL Definitions -- afin-20161231_def                XML   1.57M 
15: EX-101.LAB  XBRL Labels -- afin-20161231_lab                     XML   3.71M 
16: EX-101.PRE  XBRL Presentations -- afin-20161231_pre              XML   1.90M 
12: EX-101.SCH  XBRL Schema -- afin-20161231                         XSD    555K 
100: ZIP         XBRL Zipped Folder -- 0001568162-17-000004-xbrl      Zip    587K

‘EX-10.23’ — Fourth Amendment to Agreement for Purchase and Sale of Real Property

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit

Exhibit 10.23

REINSTATEMENT AND FOURTH AMENDMENT TO AGREEMENT
FOR PURCHASE AND SALE OF REAL PROPERTY

THIS FOURTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (this Amendment") is made to be effective as of December 1, 2016, by and between ARC DB5PROP001, LLC, a Delaware limited liability company and, its sole member, AMERICAN FINANCE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (collectively "Seller"), and CAPITAL COMMERCIAL INVESTMENTS, INC., a Texas corporation ("Buyer"), (Seller and Buyer sometimes collectively referred to herein as the "Parties").

Recitals

A.The Parties entered into that certain Agreement for Purchase and Sale of Real Property (the
"Original Agreement"), with an effective date of October 11, 2016, pursuant to which Buyer agreed to purchase from Seller the real property located at 1300, 1350, and 1400 American Boulevard, Hopewell Township, NJ, such real property being more particularly described therein (the "Property"). The Original Agreement was amended by First Amendment to Agreement for Purchase and Sale of Real Property dated November 10, 2016 (the "First Amendment"), Second Amendment to Agreement for Purchase and Sale of Real Property dated November 18, 2016 (the "Second Amendment") and Third Amendment to Agreement for Purchase and Sale of Real Property dated November 23, 2016 (the "Third Amendment"). The Original Agreement, as amended by the First Amendment, Second Amendment and Third Amendment, is hereinafter referred to as the "Agreement".

B.By letter dated December 1, 2016, Buyer notified Seller it elected to terminate the Agreement
in accordance with the terms of the Agreement.

C.Seller and Buyer desire to reinstate and further amend the Agreement as hereinafter set forth.
Amendment

For and in consideration of the premises and the mutual covenants and agreements hereinafter made, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby amend the Agreement as follows:

1.Reinstatement. Buyer and Seller hereby reinstate the Agreement, subject however, to the
terms and conditions of this Amendment.

2.Due Diligence Period. Seller and Buyer agree the Due Diligence Period and Buyer's right to
terminate referenced in Section 6(b) of the Agreement has expired and Buyer has no further right to terminate the Contract in accordance with Section 6(b). Buyer agrees and acknowledges that ONE MILLION and NO/100 DOLLARS ($1,000,000.00) of the Earnest Money shall be deemed non-refundable in all events, excluding a Seller default. The remaining TWO MILLION and NO/100 DOLLARS ($2,000,000.00) of the Earnest Money shall be deemed non-refundable, except in the event for the failure of Minimum Financing Requirements as set forth below, or as otherwise may be expressly provided for in the Agreement. The entirety of the Earnest Money shall remain applicable to the Purchase Price.

3.Financing Contingency. Notwithstanding the foregoing, Buyer's obligation to acquire the
Property in accordance with the terms of the Agreement are contingent upon Buyer obtaining third party loan(s) secured by the Property in the amount of $95,000,000, for not less than five (5) years with the initial interest rate not to exceed 5% per annum, with interest only payments for the first two (2) years and on such other terms and conditions which are reasonably acceptable to Buyer ("Minimum Financing Requirements").

In the event that Buyer is not able to secure the Minimum Financing Requirements by 5:00 PM CST December 13, 2016, Buyer shall have the right to terminate this Agreement upon written notice to Seller, upon which termination TWO MILLION and NO/100 DOLLARS ($2,000,000.00) of the Earnest Money shall be returned to Buyer and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein.

4.Closing Date. The definition of "Closing" in Section 1(b) of the Agreement is amended to read as follows:

"Closing" shall mean the consummation of the transaction contemplated herein, which shall occur, subject to any applicable extension periods set forth in this Agreement (including the 30-day extension set forth in Section 10), on December 30, 2016, unless the Buyer elects to close earlier by providing written notice thereof to Seller. The date of Closing is sometimes hereinafter referred to as the "Closing Date." Neither party will need to be present at Closing, it being anticipated that the parties will deliver all Closing documents and deliverables in escrow to the Escrow Agent prior to the date of Closing."

5.Closing Extension. In accordance with Section 10 of the Agreement, Buyer shall have a onetime option to extend the Closing Date to January 31, 2017 by delivering to Escrow Agent an additional TWO MILLION and NO/100 DOLLARS ($2,000,000.00) ("Extension Earnest Money"); provided, however, Buyer shall not be required to provide any additional advance notice. The Extension Earnest Money shall become part the Earnest Money and shall be deemed non-refundable except as otherwise set forth in this Agreement. The Closing shall be held through the mail by delivery of the closing documents to the Escrow Agent on or prior to the Closing or such other place or manner as the parties hereto.

6.Miscellaneous.

a.All terms and conditions of the Agreement not expressly modified by this Amendment
shall remain in full force and effect, and, in the event of any inconsistencies between this Amendment and the terms of the Agreement, the terms set forth in this Amendment shall govern and control. Except as expressly amended hereby, the Agreement shall remain in full force and effect as of the date thereof. Unless specifically defined herein or the context requires otherwise, all capitalized terms used herein shall have the meaning ascribed to them in the Agreement.

b.This Amendment may be executed in one or more counterparts which shall be
construed together as one document. For purposes of the execution hereof, signatures delivered by facsimile transmission or by electronic mail (e.g. email) may be treated as originals.

c.This Amendment shall be binding upon and shall inure to the benefit of each of the
Parties and their respective successors and assigns.

[signature page to follow]

EXECUTED as of the date first written above.



SELLER: ARC DB5PROP001, LLC, a Delaware limited liability company By: American Finance Operating Partnership, L.P., a Delaware limited partnership, its sole member By: American Finance Trust, Inc., a Maryland Corporation, its general partner By: /s/ *Jesse C. Galloway* Name: Jesse C. Galloway Title: Authorized Signatory	BUYER: CAPITAL COMMERCIAL INVESTMENTS, INC., a Texas corporation By: /s/ *Paul D. Agarwal* Name: Paul D. Agarwal Title: President

AMERICAN FINANCE OPERATING

PARTNERSHIP, L.P., a Delaware limited

partnership

By: American Finance Trust, Inc.,

a Maryland Corporation, its general partner

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

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	3/13/17
	1/31/17	8-K
For Period end:	12/31/16
	12/30/16	8-K
	12/13/16	8-K
	12/1/16
	11/23/16	CORRESP, S-4/A
	11/18/16
	11/10/16	10-Q
	10/11/16
		List all Filings

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Filing Submission 0001568162-17-000004 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)