EXECUTION VERSION


 


THIRD AMENDMENT TO


CREDIT AGREEMENT


 


THIS THIRD AMENDMENT
TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of this 2nd day of July, 2012
by and among American Realty Capital Operating Partnership, L.P., a Delaware
limited partnership (“Borrower”), AMERICAN REALTY CAPITAL TRUST, INC., a Maryland corporation and the sole member
of the sole general partner of Borrower (“Parent”), and RBS CITIZENS, N.A., a national banking association,
as Administrative Agent for the benefit of the Lenders (in such capacity, the “Administrative Agent”), as L/C
Issuer and as Swing Line Lender.


 


WITNESSETH:


 


WHEREAS, Borrower,
Parent, the Administrative Agent and the Lenders are parties to a certain Credit Agreement dated as of August 17, 2011 (together
with any modifications and amendments, collectively, the “Credit Agreement”);


 


WHEREAS, Borrower has
requested that the Administrative Agent and the Lenders amend certain terms and conditions of the Credit Agreement and the other
Loan Documents; and


 


WHEREAS, the Administrative
Agent and the Required Lenders have agreed to so amend certain terms and conditions of the Credit Agreement, all on the terms and
conditions set forth below in this Amendment.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows:


 


		1.	Definitions. All capitalized undefined terms used in this Amendment shall have the meanings
ascribed thereto in the Credit Agreement, as amended hereby.



 


		2.	Amendments to Credit Agreement. The Credit Agreement is amended as of the Third Amendment
Effective Date (as defined below), as follows:



 


		a.	Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Capitalization
Rate” in its entirety and substituting the following in lieu thereof:



 


“Capitalization
Rate” means seven and 75/100 percent (7.75%).


 


		b.	Section 1.01 of the Credit Agreement is hereby amended by deleting the parenthetical at
the end of the definition of “Incentive Listing Fee Note” and substituting the following in lieu thereof:



 


“(it
being understood and agreed that the draft Incentive Listing Fee Note attached as Exhibit A to the Third Amendment is satisfactory).”


 



    	 



    	 



    

 


		c.	Section 1.01 of the Credit Agreement is hereby amended by deleting the parenthetical at
the end of the definition of “Subordination Agreement” and substituting the following in lieu thereof:



 


“(it
being understood and agreed that the draft Subordination Agreement attached as Exhibit B to the Third Amendment is satisfactory).”


 


		d.	Section 1.01 of the Credit Agreement is hereby amended by inserting the following definition in
appropriate alphabetical order:



 


“Third
Amendment” means the Third Amendment to Credit Agreement, dated as of July 2, 2012, among Borrower, Parent, the Administrative
Agent and the Lenders.


 


		e.	Section 8.07 of the Credit Agreement is hereby amended by deleting clause (h) in its entirety
and substituting the following in lieu thereof:



 


“(h)Parent
and Borrower may, and Borrower may make dividends or distributions to Parent to allow Parent to, make payments with respect to
the Incentive Listing Fee Note (including the conversion thereof) to the extent Permitted by the Subordination Agreement;”


 


		f.	Section 8.11 of the Credit Agreement is hereby amended by deleting it in its entirety and
substituting the following Section 8.11 in lieu thereof:



 


“8.11Incentive
Listing Fee Note. The Parent and Borrower shall not, collectively, make cash payments under the Incentive Listing Fee Note
in excess of $100,000,000 in the aggregate during the term of the Incentive Listing Fee Note.”


 


		g.	Section 8.13 of the Credit Agreement is hereby amended by inserting the following new clause
(e) at the end thereof:



 


“(e)Any
Subsidiary to provide Guarantees to support obligations under the Term Loan Agreement (or any Refinancings (as defined in the Intercreditor
Agreement) thereof) unless such Subsidiary shall promptly, and in any event no later than the tenth (10th) day following providing
such Guarantee in respect of the Term Loan Agreement, become party to a Subsidiary Guaranty unconditionally guarantying in favor
of Administrative Agent and Lenders the full payment and performance of the Obligations.”


 


		h.	Section 8.14(g) of the Credit Agreement is hereby amended by deleting it in its entirety
and substituting the following Section 8.14(g) in lieu thereof:



 



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“(g)     Minimum
Tangible Net Worth. Tangible Net Worth of Parent, on a consolidated basis, to be less than the sum of (i) $900,000,000
plus (ii) eighty-five percent (85%) of net cash proceeds of any Equity Issuances received by Parent or Borrower
after such fiscal quarter end (other than (x) proceeds received within ninety (90) days after the redemption, retirement or
repurchase of ownership or equity interests in Borrower or Parent, up to the amount paid by Borrower or Parent in connection with
such redemption, retirement or repurchase, where, for the avoidance of doubt, the net effect is that neither Borrower nor Parent
shall have increased its Tangible Net Worth as a result of any such proceeds and (y) proceeds received from any Equity Issuance
to the extent such proceeds shall be used solely to make cash payments pursuant to the terms of the Incentive Listing Fee Note
subject to the limitation set forth in Section 8.11).”


 


		i.	Schedule 6.13 to the Credit Agreement is deleted in their entirety and replaced with the Schedule 6.13 attached
as Exhibit C hereto.



 


		3.	Conditions to Effectiveness.  This Amendment shall not be effective until each
of the following conditions precedent has been fulfilled to the satisfaction of the Administrative Agent (such date, the “Third
Amendment Effective Date”):



 


		a.	The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered
by each of the parties hereto;



 


		b.	the Administrative Agent shall have received counterparts of the Counterpart to Subsidiary Guaranty,
in the form attached as Exhibit D hereto (the “Counterpart to Guaranty”), duly executed and delivered
by each of the parties thereto (each Subsidiary executing the Counterpart to Guaranty as an “Additional Guarantor”,
an “Additional Guarantor”);



 


		c.	the Administrative Agent shall have received counterparts of the Pledge Amendment, in the form
attached as Exhibit E hereto (the “Pledge Amendment”, and together with the Amendment and the Counterpart
to Guaranty, the “Amendment Documents”), duly executed and delivered by each of the parties thereto;



 


		d.	the Administrative Agent shall have received such certificates of resolutions or other action,
incumbency certificates and/or other certificates of Responsible Officers of each Loan Party party hereto, as Administrative Agent
may require; evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible
Officer in connection with the Third Amendment and the Amendment Documents;



 


		e.	the Administrative Agent shall have received such documents and certifications as the Administrative
Agent may reasonably require to evidence that each Loan Additional Guarantor is duly organized or formed and in good standing in
its jurisdiction of formation, except to the extent that failure to do so would not have a Material Adverse Effect;



 



    	-3-



    	 



    

 


		f.	the Administrative Agent shall have received a favorable opinion of legal counsel to the Additional
Guarantors and local counsel to the Additional Guarantors in the jurisdiction of formation of each Additional Guarantor, addressed
to the Administrative Agent and each Lender, as to matters concerning due formation and applicable good standing of the Additional
Guarantors and the due execution and enforceability of the Amendment Documents;



 


		g.	the Administrative Agent shall have received a duly completed Borrowing Base Report as of the Third
Amendment Effective Date, signed by a Responsible Officer of Borrower (the “Third Amendment Effective Date Borrowing Base
Certificate”), together with Property Information with respect to each new Borrowing Base Property reflected on the Third
Amendment Effective Date Borrowing Base Certificate;



 


		h.	the Administrative Agent shall have received fully executed copies of the amendment to the Term
Loan Agreement dated as of the Third Amendment Effective Date, together with the other documents executed in connection therewith;
and



 


		i.	the Administrative Agent shall have received evidence that all insurance required to be maintained
pursuant to the Loan Documents has been obtained and is in effect, including, without limitation, with respect to the Additional
Guarantors.



 


		4.	Representations and Warranties. The representations and warranties of Borrower and each
other Loan Party, including without limitation, the Additional Guarantors, contained in Article VI of the Credit Agreement
or any other Loan Document are true and correct in all material respects (except to the extent that any such representation and
warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language, in which case
it shall be true and correct in all respects (after giving effect to any such qualification)) on and as of the Third Amendment
Effective Date; provided, if any such representations and warranties specifically refer to an earlier date, they shall be
true and correct in all material respects (except to the extent that any such representation and warranty is qualified as to “materiality,”
“Material Adverse Effect” or similar language, in which case it shall be true and correct in all respects (after giving
effect to any such qualification)) as of such earlier date.



 


		5.	Further Assurances and Post-Closing Condition.



 


		a.	The Loan Parties and the Additional Guarantors shall take any and all such actions and execute
any and all such instruments and agreements as the Bank shall reasonably request for the purpose of effectuating the Amendment
Documents. Prior to or contemporaneously with the execution of the Incentive Listing Fee Note, Borrower will cause AR Capital to
deliver an executed counterpart to the Subordination Agreement to the Administrative Agent.



 



    	-4-



    	 



    

 


		b.	On or before July 31, 2012, (or such later date as the Administrative Agent may determine in its
sole discretion), the Borrower shall deliver to the Administrative Agent copies of filed UCC termination statements with respect
to each of the unterminated UCC financing statements appearing in the UCC lien search reports for the Additional Guarantors delivered
to the Administrative Agent prior to the Third Amendment Effective Date. Failure to comply with the provisions of this Section
5(b) shall be deemed an immediate Event of Default under Section 9(b) of the Credit Agreement.



 


		6.	Release of Guarantors; Release from Borrowing Base.  It is understood and agreed that
the Subsidiaries of the Borrower listed on Schedule 1 hereto (the “Non-Guarantor Subsidiaries”) are released
from any obligations under the Subsidiary Guaranty, and shall not constitute Subsidiary Guarantors or Property Owners for all purposes
of the Loan Documents, and that any Property owned by such Non-Guarantor Subsidiaries shall be disregarded for purposes of
any calculation of the Borrowing Base required hereby (the “Non-Guarantor Release”). The Lenders hereby agree
that the Non-Guarantor Release shall have retroactive effect with respect to each Non-Guarantor Subsidiary and that the release
effected hereby is effective as to each Non-Guarantor Subsidiary as of the date such Non-Guarantor Subsidiary was initially joined
to the Subsidiary Guaranty and expressly waives any default or event of default that may have arisen in connection with such Non-Guarantor
Subsidiary being deemed a Subsidiary Guarantor hereunder or under the Subsidiary Guaranty and the inclusion of any Property owned
by such Non-Guarantor Subsidiary in any calculation of the Borrowing Base provided to the Agent or the Lenders hereunder prior
to the date hereof.



 


		7.	Retroactive Effect. It is understood and agreed that the amendment effected by clause
h of Section 2 hereof is effective as of June 29, 2012 and that Parent’s Consolidated Tangible Net Worth as of
June 30, 2012 shall the amount required pursuant to Section 8.14(g) of the Credit Agreement as amended hereby.



 


		8.	Limited Amendment; Ratification of Loan Documents. Except as specifically amended hereby,
the terms and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect, and are hereby
ratified and affirmed in all respects. This Amendment shall not be deemed a waiver of, or consent to, or a modification or amendment
of, any other term or condition of the Credit Agreement or any other Loan Document, except as expressly set forth herein.



 


		9.	Waiver of Claims. Each Loan Party and each Additional Guarantor acknowledges and agrees
that as of the date hereof, it does not have any claims, counterclaims, offsets, or defenses against the Bank directly or indirectly
relating to such Person’s relationship with, and/or the Obligations under, the Loan Documents, and to the extent that such
Loan Party currently has or ever had prior to the date hereof any such claims, counterclaims, offsets, or defenses against the
Bank, such Loan Party affirmatively WAIVES the same and, on behalf of itself and its representatives, successors and assigns, hereby
RELEASES, and forever discharges the Bank and its officers, directors, agents, servants, attorneys, and employees, and their respective
representatives, successors and assigns, of, to, and from all known debts, demands, actions, suits, accounts, covenants, contracts,
agreements, damages, and any and all claims, demands, or liabilities whatsoever, of every name and nature, both at law and in equity
through the date hereof related to the same.



 



    	-5-



    	 



    

 


		10.	Governing Law. This Amendment shall be governed by and construed in accordance with the
laws of the State of New York.



 


		11.	Miscellaneous. This Amendment may be executed in any number of counterparts, which shall
together constitute an entire original agreement, and shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns. This Amendment expresses the entire understanding of the parties with respect to the transactions
contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. Any determination
that any provision of this Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance
shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality,
or enforceability of any other provisions of this Amendment. The Loan Parties and the Additional Guarantors represent and warrant
that they have consulted with independent legal counsel of their selection in connection with the Amendment Documents and are not
relying on any representations or warranties of the Administrative Agent or the Lenders or their counsel in entering into this
Amendment



 


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    	-6-



    	 



    

 


 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.


 


	 	BORROWER:
	 	 
	 	AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP, L.P.,
	 	a Delaware limited partnership
	 	 
	 	By:	/s/ Jesse. C. Galloway
	 	 	Name:  Jesse. C. Galloway
	 	 	Title:   Authorized Signatory
	 	 
	 	PARENT:
	 	 
	 	AMERICAN REALTY CAPITAL TRUST, INC., a Maryland corporation
	 	 
	 	By:	/s/ Jesse. C. Galloway
	 	 	Name:  Jesse. C. Galloway
	 	 	Title:   Authorized Signatory


 


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	 	RBS CITIZENS, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and as a Lender
	 	 	 
	 	By:	/s/ Donald Woods
	 	 	Name: Donald Woods
	 	 	Title:   Senior Vice President


 


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	 	Goldman Sachs Bank USA,
	 	as a Lender
	 	 	 
	 	By:	/s/ Michelle Latzoni
	 	 	Name: Michelle Latzoni
	 	 	Title:   Authorized Signatory


 


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	 	CAPITAL ONE, NATIONAL BANK,
	 	as a Lender
	 	 	 
	 	By:	/s/ Patricia Visone
	 	 	Name: Patricia Visone
	 	 	Title:   Vice President


 


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	 	RAYMOND JAMES BANK, N.A.,
	 	as a Lender
	 	 	 
	 	By:	/s/ James M. Armstrong
	 	 	Name: James M. Armstrong
	 	 	Title:   Senior Vice President


 


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	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 
	 	By:	/s/ Gordon J. Clough
	 	 	Name: Gordon J. Clough
	 	 	Title:   Vice President


 


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	 	REGIONS BANK,
	 	as a Lender
	 	 	 
	 	By:	/s/ Michael R. Mellott
	 	 	Name: Michael R. Mellott
	 	 	Title:   Director


 


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	 	COMERCIA BANK,
	 	as a Lender
	 	 	 
	 	By:	/s/ Charles Weddell
	 	 	Name: Charles Weddell
	 	 	Title:   Vice President


 


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The undersigned, American
Realty Capital Trust, Inc., as Guarantor under that certain Parent Guaranty Agreement dated as of August 17, 2011, hereby consents
to the foregoing Third Amendment to Credit Agreement and acknowledges and agrees that the Parent Guaranty Agreement executed by
the undersigned dated as of August 17, 2011 (as amended, restated or supplemented as of the date hereof) remains in full force
and effect.


 


	 	AMERICAN REALTY CAPITAL TRUST, INC., a Maryland corporation
	 	 
	 	By:	/s/ Jesse C. Galloway
	 	 	Name:  Jesse C. Galloway
	 	 	Title:   Authorized Signatory
	 	 





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Each of the undersigned,
as Guarantor under that certain Subsidiary Guaranty Agreement dated as of August 17, 2011, hereby consents to the foregoing Third
Amendment to Credit Agreement and acknowledges and agrees that the Subsidiary Guaranty Agreement executed by the undersigned dated
as of August 17, 2011 (as amended, restated or supplemented as of the date hereof) remains in full force and effect.


 


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


 


[Signature Page to Third Amendment]


 



    	 



    	 



    

 


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


 


[Signature Page to Third Amendment]


 



    	 



    	 



    

 


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


 


[Signature Page to Third Amendment]


 



    	 



    	 



    

 


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	 	ARC DGPVTLA001, LLC, each a Delaware
	 	limited liability company
	 	 	 
	 	By:	/s/ Jesse C. Galloway
	 	 	Name:  Jesse C. Galloway
	 	 	Title:   Authorized Signatory


 


[Signature Page to Third Amendment]


 



    	 



    	 



    

 


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


 


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


 


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	 	ARC RNMPHTN001, LLC
	 	ARC RNNAUSC001, LLC
	 	ARC RNNCSIN001, LLC
	 	ARC RNSMPTN001, LLC
	 	ARC RNSVLGA001, LLC
	 	ARC RNVLDGA001, LLC
	 	ARC SEBRDFLO01, LLC
	 	ARC SEMTDFLO01, LLC
	 	ARC TJPTLME001, LLC
	 	ARC TPCANNY001, LLC
	 	ARC TSFRCSC001, LLC
	 	ARC TSKMZMI001, LLC
	 	ARC TSMDNGA001, LLC
	 	ARC TSPTKCT001, LLC
	 	ARC USMNEMN001, LLC
	 	ARC VACLDID001, LLC
	 	ARC WGACWGA001, LLC
	 	ARC WGANGNY001, LLC
	 	ARC WGBKLNY001 LLC
	 	ARC WGBKLNY002 LLC
	 	ARC WGELKIN001, LLC, each a Delaware
	 	limited liability company
	 	 	 
	 	By:	/s/ Jesse C. Galloway
	 	 	Name: Jesse C. Galloway
	 	 	Title:   Authorized Signatory


 


[Signature Page to Third Amendment]


 



    	 



    	 



    

 


	 	ARC WGESTMS001, LLC
	 	ARC WGLSPGA001, LLC
	 	ARC WGMRCLA001, LLC
	 	ARC WGPTHNY001 LLC
	 	ARC WGQNSNY001 LLC
	 	ARC WGQNSNY002 LLC
	 	ARC WGQNSNY003 LLC
	 	ARC WMEBBPA001, LLC
	 	ARC WPMRNOH001, LLC
	 	CRE JV Mixed Five IL 1 Branch Holdings LLC,
	 	each a Delaware limited liability company
	 	 	 
	 	By:	/s/ Jesse C. Galloway
	 	 	Name: Jesse C. Galloway
	 	 	Title:   Authorized Signatory


 


[Signature Page to Third Amendment]


 



    	 



    	 



    

 


	 	ARC PA-QRS Trust, a Virginia business trust
	 	 	 
	 	By:	/s/ Jesse C. Galloway
	 	 	Name: Jesse C. Galloway
	 	 	Title:   Authorized Signatory


 


[Signature Page to Third Amendment]


 



    	 



    	 



    

 


	Acknowledged and Agreed to as of	 
	the date first above written:	 
	 	 
	ARC FEHOUTX 001, LLC	 
	ARC JBDESM0001, LLC	 
	ARC JBTDAOR001, LLC	 
	ARC JBCCRTX001, LLC	 
	ARC JBVANWA001, LLC	 
	ARC JBHOUTX001, LLC	 
	ARC WGBYRMS001, LLC	 
	ARC WGIRDNY001, LLC	 
	ARC WGPYNNY001, LLC	 
	ARC WRELPTX001, LLC	 
	ARC WPIACIA001, LLC	 
	ARC GEMSKWI001, LLC	 
	ARC LMLUFTX001, LLC	 
	ARC FESPKWA001, LLC	 
	ARC VZHRMMD001, LLC	 
	ARC RRBDFTX001, LLC	 
	ARC ROC17MA LLC	 
	ARC PANJOH54 LLC	 
	ARC ROCK17MA Member LLC	 
	ARC PANJOH54 Member LLC	 
	ARC PA-QRS Trust Member LLC, each a Delaware limited liability company	 
	 	 	 
	By:	/s/ Jesse C. Galloway	 
	 	Name: Jesse C. Galloway	 
	 	Title:   Authorized Signatory	 


 


[Signature Page to Third Amendment]





 



    	 



    	 



    

 


Schedule 1


 


Non-Guarantor Subsidiaries


 


		1.	ARC BFABQNM001, DST



 


		2.	ARC BFRKWTX001, DST



 


		3.	ARC BFALLTX001, DST



 


		4.	ARC BFCRWTX001, DST



 


		5.	ARC BFLGCTX001, DST



 


		6.	ARC BFWTFTX001, DST



 


		7.	ARC JJLKGNY001, LLC



 


 



    	 



    	 



    

 


Exhibit A


 


Incentive Listing Fee Note





 



    	 



    	 



    

 


Exhibit B


 


Subordination Agreement





 



    	 



    	 



    

 


EXHIBIT C





 



    	 



    	 



    



 


SCHEDULE 6.13


 


SUBSIDIARIES AND


OTHER EQUITY INVESTMENTS


AND EQUITY INTERESTS IN EACH PROPERTY
OWNER


 


Schedule 6.13


  



    	 



    	 



    

 


EXHIBIT D


 


Form of Counterpart to Subsidiary Guaranty


 





 



  


COUNTERPART TO SUBSIDIARY GUARANTY AGREEMENT


 


In
witness whereof, the undersigned Additional Guarantor has caused this Counterpart to Subsidiary Guaranty Agreement (“Counterpart”)
to be executed and delivered by its officer thereunto duly authorized as of July 2, 2012. Schedule 1 sets forth a list of
the each Additional Guarantor executing this Counterpart. Each Additional Guarantor acknowledges and agrees that by its execution
of this Counterpart it shall become a Guarantor under and be bound by the terms of that certain Subsidiary Guaranty Agreement,
dated as of August 17, 2011 (as amended, modified, supplemented, or restated from time to time), related to that certain Credit
Agreement dated as of August 17, 2011 (as amended, modified, supplemented, or restated from time to time, the “Credit
Agreement”), among American Realty Capital Operating Partnership, L.P., American Realty Capital Trust, Inc., the Lenders
thereto, and RBS Citizens, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Unless otherwise defined herein, capitalized
terms shall have the meanings set forth in the Credit Agreement.


  


	 	ADDITIONAL GUARANTORS:
	 	 
	 	[INSERT SIGNATURE BLOCK FOR ADDITIONAL GUARANOTORS]
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


[Counterpart to Subsidiary Guaranty Agreement]





 



    	 



    	 



    

 


SCHEDULE 1


ADDITIONAL GUARANTORS


 


		1.	[Insert List]



 


Schedule I to

Counterpart to Guaranty


 



    	 



    	 



    

 


EXHIBIT E


 


Form of Pledge Amendment


 





 



 


PLEDGE AMENDMENT


 


This Pledge Amendment,
dated July 2, 2012, is delivered pursuant to Section 5(d) of the Pledge Agreement referred to below. The undersigned
hereby agrees that this Pledge Amendment may be attached to the Pledge Agreement dated as of August 17, 2011, between the undersigned
and RBS Citizens, N.A., as Administrative Agent for the benefit of the Secured Parties, (the “Pledge Agreement;”
capitalized terms defined therein being used herein as therein defined), and that the Equity Interests listed on Schedule I
to this Pledge Amendment shall be deemed to be part of the Equity Interests pledged under the Pledge Agreement and shall become
part of the Collateral and shall secure all Secured Obligations.


 


	 	PLEDGOR:
	 	 	 
	 	AMERICAN REALTY CAPITAL OPERATING
	 	PARTNERSHIP, L.P., a Delaware limited partnership
	 	 	 
	 	By: 	 
	 	 	Name:	 
	 	 	Title:	 


 


[Pledge Amendment]





 



    	 



    	 



    

 


Acknowledged and Agreed as of the date
first written above:


 


	 	ADDITIONAL GUARANTORS:
	 	 
	 	[INSERT SIGNATURE BLOCK FOR ADDITNIOAL GUARANTORS]
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


[Acknowledgement to Pledge Amendment]





 



    	 



    	 



    

 


SCHEDULE I to

PLEDGE AMENDMENT


 


	 	Pledgor	Limited Liability Company	
        Jurisdiction of

        Organization
	Percent Interest
	1.	 	 	Delaware	100%
	2.	 	 	Delaware	100%
	3.	 	 	Delaware	100%
	4.	 	 	Delaware	100%
	5.	 	 	Delaware	100%
	6.	 	 	Delaware	100%
	7.	 	 	Delaware	100%
	8.	 	 	Delaware	100%
	9.	 	 	Delaware	100%
	10.	 	 	Delaware	100%
	11.	 	 	Delaware	100%
	12.	 	 	Delaware	100%
	13.	 	 	Delaware	100%
	14.	 	 	Delaware	100%
	15.	 	 	Delaware	100%
	16.	 	 	Delaware	100%
	17.	 	 	Delaware	100%
	18.	 	 	Delaware	100%
	19.	 	 	Delaware	100%
	20.	 	 	Delaware	100%
	21.	 	 	Delaware	100%
	22.	 	 	Delaware	100%


 


Schedule I to

Pledge Amendment


 



    	 



    	 



    

 


	 	Pledgor	Limited Liability Company	
        Jurisdiction of

        Organization
	Percent Interest
	23.	 	 	Delaware	100%
	24.	 	 	Delaware	100%
	25.	 	 	Delaware	100%
	26.	 	 	Delaware	100%
	27.	 	 	Delaware	100%
	28.	 	 	Delaware	100%
	29.	 	 	Delaware	100%
	30.	 	 	Delaware	100%
	31.	 	 	Delaware	100%
	32.	 	 	Delaware	100%
	33.	 	 	Delaware	100%
	34.	 	 	Delaware	100%
	35.	 	 	Delaware	100%
	36.	 	 	Delaware	100%
	37.	 	 	Delaware	100%
	38.	 	 	Delaware	100%
	39.	 	 	Delaware	100%
	40.	 	 	Delaware	100%
	41.	 	 	Delaware	100%
	42.	 	 	Delaware	100%
	43.	 	 	Delaware	100%
	44.	 	 	Delaware	100%
	45.	 	 	Delaware	100%


 


Schedule I to

Pledge Amendment


 



    	 



    	 



    

 


	 	Pledgor	Limited Liability Company	
        Jurisdiction of

        Organization
	Percent Interest
	46.	 	 	Delaware	100%
	47.	 	 	Delaware	100%
	48.	 	 	Delaware	100%
	49.	 	 	Delaware	100%
	50.	 	 	Delaware	100%
	51.	 	 	Delaware	100%
	52.	 	 	Delaware	100%
	53.	 	 	Delaware	100%
	54.	 	 	Delaware	100%
	55.	 	 	Delaware	100%
	56.	 	 	Delaware	100%
	57.	 	 	Delaware	100%
	58.	 	 	Delaware	100%
	59.	 	 	Delaware	100%
	60.	 	 	Delaware	100%
	61.	 	 	Delaware	100%
	62.	 	 	Delaware	100%
	63.	 	 	Delaware	100%
	64.	 	 	Delaware	100%
	65.	 	 	Delaware	100%
	66.	 	 	Delaware	100%
	67.	 	 	Delaware	100%
	68.	 	 	Delaware	100%


 


Schedule I to

Pledge Amendment


 



    	 



    	 



    

 


	 	Pledgor	Limited Liability Company	
        Jurisdiction of

        Organization
	Percent Interest
	69.	 	 	Delaware	100%
	70.	 	 	Delaware	100%
	71.	 	 	Delaware	100%
	72.	 	 	Delaware	100%
	73.	 	 	Delaware	100%
	74.	 	 	Delaware	100%
	75.	 	 	Delaware	100%
	76.	 	 	Delaware	100%
	77.	 	 	Delaware	100%
	78.	 	 	Delaware	100%
	79.	 	 	Delaware	100%
	80.	 	 	Delaware	100%
	81.	 	 	Delaware	100%
	82.	 	 	Delaware	100%
	83.	 	 	Delaware	100%
	84.	 	 	Delaware	100%
	85.	 	 	Delaware	100%
	86.	 	 	Delaware	100%
	87.	 	 	Delaware	100%
	88.	 	 	Delaware	100%
	89.	 	 	Delaware	100%
	90.	 	 	Delaware	100%
	91.	 	 	Delaware	100%


 


Schedule I to

Pledge Amendment


 



    	 



    	 



    

 


	 	Pledgor	Limited Liability Company	
        Jurisdiction of

        Organization
	Percent Interest
	92.	 	 	Delaware	100%
	93.	 	 	Delaware	100%
	94.	 	 	Delaware	100%
	95.	 	 	Delaware	100%
	96.	 	 	Delaware	100%
	97.	 	 	Delaware	100%
	98.	 	 	Delaware	100%
	99.	 	 	Delaware	100%
	100.	 	 	Delaware	100%


 


Schedule I to

Pledge Amendment