Unassociated Document


     

    Ex.
      10.3(b)

    SECOND

    AMENDMENT

    TO
      THE

    MANAGEMENT
      AGREEMENT

    


    This
      second amendment (this “Amendment”) to that certain Management Agreement dated
      as of January 25, 2008 and as amended as of April 30, 2008 (the
“Agreement”) is made and entered into as of the 30th day of May, 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”).

     

    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.	
              The
                following shall be added as Section 4.4 of the
                Agreement::

            


    

    


    “4.4
      Total Fees. All fees and commissions will be no less favorable than from
      transactions with unaffiliated third parties performing property management
      for
      double and triple net leases.”

    


    


    [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:

            	
              /s/
                William M.
                Kahane                      
                

            


    

    
      	
               

            	
               

            	
              Name:
                William M. Kahane

            


    

    
      	
               

            	
               

            	
              
                Name:
                  William M. Kahane

              

            


    

     

    


    
      	 	
              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

              

            


    

    
      	
               

            	
               

            	
              
                Name:
                  William M. Kahane

              

            


    

     

     

    
      	 	
              AMERICAN
                REALTY CAPITAL PROPERTIES,  LLC

            
	 	 	 
	
               

            	
              By:

            	
              
                /s/
                  William M.
                  Kahane                      
                  

              

            


    

    
      	
               

            	
               

            	
              
                Name:
                  William M. Kahane

              

            


    

    
      	
               

            	
               

            	
              
                Name:
                  William M. Kahane

              

            


    

    
       

       

      
        	 	
                ARC
                  ROCK17MA LLC

              
	 	 	 
	
                 

              	
                By:

              	
                
                  /s/
                    William M.
                    Kahane                      
                    

                

              


      

      
        	
                 

              	
                 

              	
                
                  Name:
                    William M. Kahane

                

              


      

      
        	
                 

              	
                 

              	
                Title:
                  Member