Unassociated Document


    
      AMENDMENT

      TO
        THE

      MANAGEMENT
        AGREEMENT

       

      This
        amendment to that certain Management Agreement (this "Amendment") dated January
        25, 2008 is made
        and
        entered into as of the 30 day of April, 2008, by and among AMERICAN REALTY
        CAPITAL TRUST,
        INC., a Maryland corporation (the "Company"), AMERICAN REALTY CAPITAL OPERATING
        PARTNERSHIP, L.P., a Delaware limited partnership (the "OP", and together
        with
        the Company,
        the "Owner"), ARC ROCK17MA LLC, a Delaware limited liability company (the
        "Rockland
        Owner"), and AMERICAN REALTY CAPITAL PROPERTIES, LLC, a Delaware limited
        liability
        company (the "Manager").

       

      WHEREAS,
        the OP was organized to acquire, own, operate, lease and manage real estate
        properties on behalf
        of
        the Company;

       

      WHEREAS,
        the Rockland Owner, a subsidiary of the OP, was organized to acquire, own,
        operate, lease and manage the Rockland Bank branch real estate properties,
        identified in Exhibit
        A
        hereto,
        on behalf of the
        Company (the "Rockland Properties");

       

      WHEREAS,
        the Company intends to continue to raise money from the sale of its common
        stock
        to be used,
        net
        of payment of certain offering costs and expenses, for investment in the
        acquisition or rehabilitation
        of income-producing real estate to be acquired and held by the Company, by
        the
        OP or by the
        Rockland Owner on behalf of the Company; and

       

      WHEREAS,
        Owner and the Rockland Owner wish to retain Manager to manage and coordinate
        the
leasing
        of the real estate properties acquired by Owner and Rockland Owner, and the
        Manager wishes to be
        so
        retained, all under the terms and conditions set forth in this Management
        Agreement.

       

      NOW,
        THEREFORE, in consideration of the premises and other good and valuable
        consideration, the receipt
        and sufficiency of which are hereby acknowledged, the parties hereto, intending
        to be legally bound
        hereby, do hereby agree as follows:

       

      1.  Section
        1.11 will be replaced in its entirety with the following:

       

      "Properties
        means
        all real estate properties owned by Owner and all tracts as yet unspecified
        but
        to be acquired by Owner containing income-producing Improvements or on which
        Owner will rehabilitate
        income-producing Improvements, and
        the
Rockland Properties.
        Properties shall be classified under four categories, residential, retail,
        industrial and office properties."

       

      2.  With
        respect to the Rockland Properties alone, all references to Owner herein
        shall
        be deemed to include
        the Rockland Owner.

       

      [Signatures
        appear on next page]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have executed this Amendment as of the date
        first
        above written.

       

      AMERICAN
        REALTY CAPITAL TRUST, INC.

       

      By:                    

      Name:

      Title:

       

      AMERICAN
        REALTY CAPITAL 

      OPERATING
        PARTNERSHIP, L.P.

       

      By:
        American Realty Capital Trust, Inc.,

      its
        General Partner

      
         

        By:
          /s/ William M. Kahane        

      

      Name: William
        M. Kahane

      Title:
        President

       

      AMERICAN
        REALTY CAPITAL PROPERTIES,

      LLC

      
         

        By:                    

        Name:

        Title:

         

        
        

      

      ARC
        ROCK17MA LLC

      
        
           

          By:
            /s/ William M. Kahane        

        

        Name: William
          M. Kahane

        Title:
          President

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have executed this Amendment as of the date
        first
        above written.

       

      AMERICAN
        REALTY CAPITAL TRUST, INC.

       


      By:
        /s/ Brian S. Block            

      Name:
        Brian S. Block

      Title:
        CFO

       

      AMERICAN
        REALTY CAPITAL 

      OPERATING
        PARTNERSHIP, L.P.

       

      By:
        American Realty Capital Trust, Inc., 

      its
        General Partner

       


      
        By:                        

        Name:


        Title:

         

      

      
      

      AMERICAN
        REALTY CAPITAL PROPERTIES,

      LLC

       


      
        By:
          /s/ Brian S. Block            

        Name:
          Brian S. Block

        Title:
          CFO

      

       

      ARC
        ROCK17MA LLC

      
         


        
          By:                        

          Name:


          Title:

        

      

      




      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

       

      LIST
        OF REAL PROPERTY OWNED BY ROCKLAND OWNER

      
        
          
            	 	 
	
                    1.

                  	
                    8
                      Richards Road, Plymouth, MA

                  
	 	 
	
                    2.

                  	
                    280,
                      288, 294-298 Union Street, Rockland, MA

                  
	 	 
	
                    3.

                  	
                    8
                      Station, Middleboro, MA

                  
	 	 
	
                    4.

                  	
                    442
                      Main Street, Hyannis, MA

                  
	 	 
	
                    5.

                  	
                    84
                      North Main Street, Randolph, MA

                  
	 	 
	
                    6.

                  	
                    428
                      Station Avenue, South Yarmouth, MA

                  
	 	 
	
                    7.

                  	
                    665
                      Main Street, Chatham, MA

                  
	 	 
	
                    8.

                  	
                    147
                      Center Street, Pembroke, MA

                  
	 	 
	
                    9.

                  	
                    70
                      Main Street, Orleans, MA

                  
	 	 
	
                    10.

                  	
                    912
                      Main Street, West Dennis, MA

                  
	 	 
	
                    11.

                  	
                    27
                      Bay Road, Duxbury, MA

                  
	 	 
	
                    12.

                  	
                    272
                      Columbia Road, Hanover, MA

                  
	 	 
	
                    13.

                  	
                    77
                      Front Street, Scituate, MA

                  
	 	 
	
                    14.

                  	
                    1195
                      Falmouth Road, Centerville, MA

                  
	 	 
	
                    15.

                  	
                    135
                      Main Street, Middleboro, MA

                  
	 	 
	
                    16.

                  	
                    264
                      Nantasket Avenue, Hull, MA

                  
	 	 
	
                    17.

                  	
                    836
                      North Main Street, Brockton,
                      MA