Exhibit
10.12




NINTH
AMENDMENT


TO
THE


MANAGEMENT
AGREEMENT




This
ninth amendment  (this “Amendment”) to that certain Management
Agreement dated January 25, 2008 as amended by the Amendment to the Management
Agreement, dated April 30, 2008, as further amended by the Second Amendment to
the Management Agreement, dated May 30, 2008, as further amended by the Third
Amendment to the Management Agreement, dated as of September 16, 2008, as
further amended by the Fourth Amendment to the Management Agreement, dated as of
October 23, 2006, as further amended by the Fifth Amendment to the
Management Agreement, dated as of October 23, 2006, as further amended by
the Sixth Amendment to the Management Agreement, dated as of July, 8, 2009, as
further amended by the Seventh Amendment to the Management Agreement, dated as
of July, 17, 2009, and as further amended by the Eighth Amendment to the
Management Agreement, dated as of September 18, 2009 (collectively, the
“Agreement”) is made and entered into as of the 19th  day
of November, 2009, 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”), and those certain Delaware limited liability companies listed on
Schedule 2 attached hereto (the “CVS 15 Owners”) 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 CVS 15 Owners are each a subsidiary of the OP and each was organized to
acquire, own, operate, lease and manage the respective real estate property,
identified in Exhibit
A hereto, on behalf of the OP (the “CVS 15 Property”);





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 Subsidiary Owners on
behalf of the Company; and





WHEREAS,
Owner and the Subsidiary Owners wish to retain Manager to manage and coordinate
the leasing of the real estate properties acquired by Owner and the Subsidiary
Owners, 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 or the Subsidiary Owners, and all tracts
as yet unspecified but to be acquired by Owner or the Subsidiary Owners
containing income-producing Improvements or on which Owner or the Subsidiary
Owners will rehabilitate income-producing Improvements, the Rockland Properties,
the National City Property, the Pompano Property, the PNC Property, the FedEx
Property, the Walgreen’s Sealy Property, the CVS 10 Property and the CVS 15
Property.  Properties shall be classified under four categories,
residential, retail, industrial and office properties.”


-1-





2.
            Section
      1.13 will be added with the
following:





“Subsidiary Owners”
means, collectively, ARC ROCK17MA LLC, a Delaware limited liability company (the
“Rockland Owner”), ARC WBPCFL0001, LLC,  a Delaware limited liability
company (the “National City Owner”), ARC WBPBFL0001, LLC,  a Delaware
limited liability company (the “Pompano Owner”), ARC PANJOH54 LLC, a
Delaware limited liability company (the “PNC1 Owner”), ARC PA-QRS Trust, a
Virginia business trust (the “PNC2 Owner”), ARC FEHOUTX 001 LLC, a Delaware
limited liability company (the “FedEx Owner”), ARC WGSEATX001, LLC, a Delaware
limited liability company (the “Walgreen’s Sealy Owner”), those certain Delaware
limited liability companies listed on Schedule 1 attached hereto (the “CVS 10
Owners”) and the CVS 15 Owners.





3.
            With
      respect to the CVS 15 Property alone, all references to Owner herein shall
      be deemed to include the CVS 15
Owners.








[INTENTIONALLY
LEFT BLANK]


-2-


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


Title: President








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: /s/ William M.
Kahane


Name: William
M. Kahane


Title: President






ARC
CVGNVFL001, LLC
  By: /s/ William M.
Kahane
 Name: William
M. Kahane
 Title: President
   ARC
CVJKVFL001, LLC
  By: /s/ William M.
Kahane
 Name:
William M. Kahane
 Title:
President
   ARC
CVCRDNC001, LLC
  By: /s/ William M.
Kahane
 Name: William
M. Kahane
 Title:
President










-3-






ARC
CVCSTIN001, LLC
  By: /s/ William M.
Kahane
 Name:
William M. Kahane
 Title:
President
   ARC
CVHSVMO001, LLC
  By: /s/ William M.
Kahane
 Name:
William M. Kahane
 Title: President
   ARC
CVHLSNC001, LLC
  By: /s/ William M.
Kahane
 Name:
William M. Kahane
 Title:
President
  ARC
CVWKTNC001, LLC
  By: /s/ William M.
Kahane
 Name:
William M. Kahane
 Title:
President
   ARC
CVEELGA001, LLC
  By: /s/ William M.
Kahane
 Name:
William M. Kahane
 Title:
President
   ARC
CVAUBAL001, LLC
  By: /s/ William M.
Kahane
 Name:
William M. Kahane
 Title:
President
  ARC
CVBPKMN001, LLC
  By: /s/ William M.
Kahane
 Name:
William M. Kahane
 Title:
President










-4-




ARC
CVRNONV001, LLC
  By: /s/ William M.
Kahane
 Name:
William M. Kahane
 Title:
President
   ARC
CVBIDME001, LLC
  By: /s/ William M.
Kahane
 Name:
William M. Kahane
 Title:
President
   ARC
CVPRACA001, LLC
  By: /s/ William M.
Kahane
 Name:
William M. Kahane
 Title:
President
   ARC
CVCHAAZ001, LLC
  By: /s/ William M.
Kahane
 Name:
William M. Kahane
 Title:
President
   ARC
CVROMGA001, LLC
  By: /s/ William M.
Kahane
 Name:
William M. Kahane
 Title:
President


-5-


SCHEDULE
      1





List of CVS 10
Entities







ARC
      CVPHXAZ001, LLCARC
      CVVISCA001, LLCARC
      CVSMYGA001, LLCARC
      CVCHIIL001, LLCARC
      CVMOLIL001, LLCARC
      CVNVLMI001, LLCARC
      CVASHNC001, LLCARC
      CVWILNY001, LLCARC
      CVCOLSC001, LLCARC
      CVCOPTX001, LLC












-6-


SCHEDULE
2





List of CVS 15
Entities


ARC
      CVGNVFL001, LLCARC
      CVJKVFL001, LLCARC
      CVCRDNC001, LLCARC
      CVCSTIN001, LLCARC
      CVHSVMO001, LLCARC
      CVHLSNC001, LLCARC
      CVWKTNC001, LLCARC
      CVEELGA001, LLCARC
      CVAUBAL001, LLCARC
      CVBPKMN001, LLCARC
      CVRNONV001, LLCARC
      CVBIDME001, LLCARC
      CVPRACA001, LLCARC
      CVCHAAZ001, LLCARC
      CVROMGA001, LLC


-7-


EXHIBIT
A





List of
Properties








Property
No.
            Address
            City
            State
            Owner1.
            4145
      NW 53rd Ave
            Gainesville
            FL
            ARC
      CVGNVFL001, LLC2.
            50
      Duval Station Road
            Jacksonville
            FL
            ARC
      CVJKVFL001, LLC3.
            612
      N. Main Street
            Creedmoor
            NC
            ARC
      CVCRDNC001, LLC4.
            505
      County Road 1100 N
            Chesterton
            IN
            ARC
      CVCSTIN001, LLC5.
            300
      S. Commercial
            Harrisonville
            MO
            ARC
      CVHSVMO001, LLC6.
            151
      Village Walk Drive
            Holly
      Springs
            NC
            ARC
      CVHLSNC001, LLC7.
            5211
      Neal Trail Dr.
            Walkertown
            NC
            ARC
      CVWKTNC001, LLC8.
            601
      Howard Simmons Rd
            East
      Ellijay
            GA
            ARC
      CVEELGA001, LLC9.
            1888
      Ogletree Road
            Auburn
            AL
            ARC
      CVAUBAL001, LLC10.
            7996
      Brooklyn Boulevard
            Brooklyn
      Park
            MN
            ARC
      CVBPKMN001, LLC11.
            1081
      Steamboat Pkwy
            Reno
            NV
            ARC
      CVRNONV001, LLC12.
            384
      Elm St.
            Biddeford
            ME
            ARC
      CVBIDME001, LLC13.
            9256
      E. Slauson Ave.
            Pico
      Rivera
            CA
            ARC
      CVPRACA001, LLC14.
            180
      N Dobson Rd.
            Chandler
            AZ
            ARC
      CVCHAAZ001, LLC15.
            1905
      Martha Berry Blvd
            Rome
            GA
            ARC
      CVROMGA001, LLC







-8-