Unassociated Document


    FOURTH

    AMENDMENT

    TO
      THE

    MANAGEMENT
      AGREEMENT

     

    This
      fourth 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, and
      as
      further amended
      by the Third Amendment to the Management Agreement, dated as of September 16,
      2008 (collectively,
      the "Agreement") is made and entered into as of the __ day
      of
      October, 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"), ARC WBPCFL0001, LLC, a
      Delaware limited liability company (the "National City Owner"), and ARC
      WBPBFL0001, LLC, a Delaware limited liability company (the "Pompano 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 Pompano 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 "Pompano 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, the National City Owner, or the Pompano Owner on behalf of
      the
      Company; and

     

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

     

    
      	2.	
              With
                respect to the Pompano Property alone, all references to Owner herein
                shall be deemed to include
                the Pompano 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.
	 
 	 
 	 
 
	 	By:  	/s/ William
              M. Kahane
	 	
              
Name: William
              M. Kahane
	 	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:


    

    
      	 	 	 
	 	AMERICAN
              REALTY CAPITAL PROPERTIES, LLC
	 
 	 
 	 
 
	 	By:  	/s/ William
              M. Kahane
	 	
              
Name: William
              M. Kahane
	 	Title: 


    

    
      	 	 	 
	 	ARC
              ROCK17MA LLC
	 
 	 
 	 
 
	 	By:  	/s/ William
              M. Kahane
	 	
              
Name: William
              M. Kahane
	 	Title:


    

    


    
      
        
        

      

      
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              ARC
                WBPCFL0001, LLC,

              a
                Delaware limited liability Company

            
	 
 	 
 	 
 
	 	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: William
              M. Kahane
	 	Title:


    

     

     

    
      	 	 	 
	 	
              ARC
                WBPBFL000L, LLC,

              a
                Delaware limited liability company

            
	 
 	 
 	 
 
	
               

               

            	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:
              William M. Kahane
	 	Title:


    

     

    
      
        
        

      

      
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    EXHIBIT
      A

     

    REAL
      PROPERTY OWNED BY ARC WBPBFL0001, LLC

     

    289
      South
      Pompano Parkway, Pompano Beach, FL

     

    
      
        
        

      

      
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