Unassociated Document


    THIRD

    AMENDMENT

    TO
      THE

    MANAGEMENT
      AGREEMENT

     

    This
      third amendment to (this "Amendment") to that certain Management Agreement
      dated
      January 25, 2008 as amended by the Amendment to the Management Agreement, dated
      April 30, 2008, and as further amended by the second Amendment to the Management
      Agreement, dated May 30, 2008 (collectively, the "Agreement") is made and
      entered into as of the 6th day of September, 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 ARC WBPCFL0001, LLC,
      a
      Delaware limited liability company (the "National City 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 National City Owner is a subsidiary of the OP and was organized to acquire,
      own, operate,
      lease and manage a National City branch real estate property, identified in
      Exhibit
      A
      hereto,
      on behalf
      of
      the Company (the "National City 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
      Rockland Owner or the National City Owner on behalf of the Company;
      and

     

    WHEREAS,
      Owner, the Rockland Owner and the National City Owner wish to retain Manager
      to
      manage and
      coordinate the leasing of the real estate properties acquired by Owner, Rockland
      Owner and the National City 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, the Rockland Properties and
      the
      National City Property. Properties shall be classified under four categories,
      residential, retail, industrial and office properties."

     

    
      	2.	
              With
                respect to the National City Property alone, all references to Owner
                herein shall be deemed to include the National City
                Owner.

            


    

     

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

     

    
      	 	 	 
	 	
              AMERICAN
                REALTY CAPITAL TRUST,
                INC., 

              a
                Maryland corporation

            
	 
 	 
 	 
 
	 	By:  	/s/
              William M. Kahane
	 	
              
                
Name:


            
	 	Title:


    

    
      	 	 	 
	 	
              AMERICAN
                REALTY CAPITAL OPERATING
                PARTNERSHIP, L.P.,

              a
                Delaware limited partnership

            
	 
 	 
 	 
 
	 	By:  	American
              Realty Capital Trust, Inc., its General
              Partner
	 	 	 
	 	 	 
	 	 	By:  /s/ William M. Kahane
	 	
              
                
Name:

            
	 	
              Title 

            


    

    
      	 	 	 
	 	
              AMERICAN
                REALTY CAPITAL PROPERTIES,
                LLC,

              a
                Delaware limited partnership

            
	 
 	 
 	 
 
	 	        
              	By: 
/s/
              William M. Kahane
	 	
              
                

              

              Name:

            
	 	
              Title:

            


    

    
      	 	 	 
	 	
              ARC
                ROCK17MA LLC,

              a
                Delaware limited partnership

            
	 
 	 
 	 
 
	 	          	By: 
/s/
              William M. Kahane
	 	
              
                

              

              Name:

            
	 	
              Title:

            


    

    
      	 	 	 
	 	
              ARC
                WBPCFL0001, LLC,

              a
                Delaware limited partnership

            
	 
 	 
 	 
 
	 	By:  	American
              Realty Capital Operating Partnership,
              L.P., its sole member
	 	 	 
	 	By: 	American Realty Capital Trust, Inc., its
              general Partner 
	 	 	 
	 	 	By: /s/ William M. Kahane
	 	 	
              
                
Name:


            
	 	 	
              Title:

            


    

     

    Third
      Amend. to Management Agreement

    


    
      
        
        

      

      
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    EXHIBIT
      A

     

    REAL
      PROPERTY OWNED BY ARC WBPCFL000l, LLC 

     

    175
      Cypress Point Parkway, Palm Coast, FL

     

     

     

    
      
        
        

      

      
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