FIFTH

    AMENDMENT

    TO
      THE

    MANAGEMENT
      AGREEMENT

     

    This
      fifth 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 and as further amended
      by
      the Fourth Amendment to the Management Agreement, dated as of October 23, 2008
      (collectively, the “Agreement”) is made and entered into as of the 18th day of
      November, 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”), ARC WBPBFL0001, LLC, a Delaware limited liability
      company (the “Pompano Owner”), ARC PANJOH54 LLC, a Delaware limited liability
      company (the “PNC1 Owner”) and ARC PA-QRS Trust, a Virginia business trust (the
“PNC2 Owner,” and together with the “PNC1 Owner,” the “PNC 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 PNC1 Owner is a subsidiary of the OP and the PNC2 Owner is a subsidiary
      of
      the Company, and each was organized to acquire, own, operate, lease and manage
      the respective PNC branch real estate property, identified in Exhibit
      A
      hereto,
      on behalf of the Company (the “PNC 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, the Pompano Owner or the PNC Owners on behalf of the
      Company; and

     

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

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    


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

    a
      Maryland corporation

    


    


    


    By:  /s/
      William M. Kahane             
Name:
      William M. Kahane 
Title:   
      President

    


    


    


    AMERICAN
      REALTY CAPITAL 

    OPERATING
      PARTNERSHIP, L.P., a Delaware 

    limited
      partnership

     

    By:  American
      Realty Capital Trust, Inc., a 
Maryland
      corporation, its General Partner

    


    


    By:  /s/
      William M. Kahane             
Name:
      William M. Kahane 
Title:
      President

    


    


    


    AMERICAN
      REALTY CAPITAL PROPERTIES, 

    LLC,
      a
      Delaware limited liability company

    


    
      


      By:  /s/
        William M. Kahane             
Name:
        William M. Kahane 
Title:
        President

    

    


    


    


    


    Fifth
      Amendment to Management Agreement

    


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    



    ARC
      ROCK17MA LLC

    


    
      


      By:  /s/
        William M. Kahane             
Name:
        William M. Kahane 
Title:
        President

    

     

    


    ARC
      WBPCFL000l, LLC,

    a
      Delaware limited liability company

    


    By:  AMERICAN
      REALTY CAPITAL 
OPERATING
      PARTNERSHIP, L.P., a 
Delaware
      limited partnership, its sole 
member

    


    By:  Amencan
      Realty Capital Trust, Inc., a 
Maryland
      corporation, its General Partner

    


    


    
      


      By:  /s/
        William M. Kahane             
Name:
        William M. Kahane 
Title:
        President

    

    


    


    


    ARC
      WBPBFL0001, LLC,

    a
      Delaware limited liability company

    


    By:  AMERICAN
      REALTY CAPITAL 
OPERATING
      PARTNERSHIP, L.P., a 
Delaware
      limited partnership, its sole member

    


    By:  American
      Realty Capital Trust, Inc., a 
Maryland
      corporation, its General Partner

    


    
      


      By:  /s/
        William M. Kahane             
Name:
        William M. Kahane 
Title:
        President

    

    


    


    Fifth
      Amendment to Management Agreement

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     


    ARC
      PANJOH54 LLC,

    a
      Delaware limited liability company

    


    
      


      By:  /s/
        William M. Kahane             
Name:
        William M. Kahane 
Title:
        President

       

    

    


    


    ARC
      PA-QRS Trust, 

    a
      Virginia business trust

    


    
      


      By:  /s/
        William M. Kahane             
Name:
        William M. Kahane 
Title:
        President

    

    


    


    


    Fifth
      Amendment to Management Agreement

    


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    


    



    EXHIBIT
      A

    


    List
      of Properties

    


    
      	
               

              Property

              No.

            	
               

              Address

            	
               

              City

            	
               

              State

            	
              PNC

              Owner

            
	
              1.

            	
              1001
                East Erie Avenue

            	
              Philadelphia

            	
              PA

            	
              PNC2
                Owner

            
	
              2.

            	
              108
                East Main Street

            	
              Somerset

            	
              PA

            	
              PNC2
                Owner

            
	
              3.

            	
              114
                West State Street

            	
              Media

            	
              PA

            	
              PNC2
                Owner

            
	
              4.

            	
              1136-1144
                Main Street

            	
              Paterson

            	
              NJ

            	
              PNC1
                Owner

            
	
              5.

            	
              1170
                West Baltimore Pike

            	
              Media

            	
              PA

            	
              PNC2
                Owner

            
	
              6.

            	
              12
                Outwater Lane

            	
              Garfield

            	
              NJ

            	
              PNC1
                Owner

            
	
              7.

            	
              1265
                McBride Avenue

            	
              West
                Paterson

            	
              NJ

            	
              PNC1
                Owner

            
	
              8.

            	
              141
                Franklin Turnpike

            	
              Mahwah

            	
              NJ

            	
              PNC1
                Owner

            
	
              9.

            	
              1485
                Blackwood-Clementon Road

            	
              Clementon

            	
              NJ

            	
              PNC1
                Owner

            
	
              10.

            	
              150
                Paris Avenue

            	
              Northvale

            	
              NJ

            	
              PNC1
                Owner

            
	
              11.

            	
              16
                Highwood Avenue

            	
              Tenafly

            	
              NJ

            	
              PNC1
                Owner

            
	
              12.

            	
              1921
                Washington Valley Road

            	
              Bridgewater
                Township

            	
              NJ

            	
              PNC1
                Owner

            
	
              13.

            	
              1933
                Bordentown Avenue

            	
              Sayreville

            	
              NJ

            	
              PNC1
                Owner

            
	
              14.

            	
              204
                Raritan Valley College Drive

            	
              Somerville

            	
              NJ

            	
              PNC1
                Owner

            
	
              15.

            	
              207
                S State Street

            	
              Clarks
                Summit

            	
              PA

            	
              PNC2
                Owner

            
	
              16.

            	
              2200
                Cottman Avenue

            	
              Philadelphia

            	
              PA

            	
              PNC2
                Owner

            
	
              17.

            	
              222
                Ridgewood Avenue

            	
              Glen
                Ridge

            	
              NJ

            	
              PNC1
                Owner

            
	
              18.

            	
              2431
                Main Street

            	
              Lawrence
                Township

            	
              NJ

            	
              PNC1
                Owner

            
	
              19.

            	
              294
                Main Avenue

            	
              Clifton

            	
              NJ

            	
              PNC1
                Owner

            
	
              20.

            	
              50
                Main Street

            	
              West
                Orange

            	
              NJ

            	
              PNC1
                Owner

            
	
              21.

            	
              31
                S Chester Road

            	
              Swarthmore

            	
              PA

            	
              PNC2
                Owner

            
	
              22.

            	
              315
                Haddon Avenue

            	
              Haddonfield

            	
              NJ

            	
              PNC1
                Owner

            
	
              23.

            	
              321
                E 33rd Street

            	
              Paterson

            	
              NJ

            	
              PNC1
                Owner

            
	
              24.

            	
              34
                East Market Street

            	
              Blairsville

            	
              PA

            	
              PNC2
                Owner

            
	
              25.

            	
              359
                Georges Road

            	
              Dayton

            	
              NJ

            	
              PNC1
                Owner

            


    


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    


    
      	
               

              Property

              No.

            	
               

              Address

            	
               

              City

            	
               

              State

            	
              PNC

              Owner

            
	
              26.

            	
              36
                Bergen Street

            	
              Westwood

            	
              NJ

            	
              PNC1
                Owner

            
	
              27.

            	
              401
                West Tabor Road

            	
              Philadelphia

            	
              PA

            	
              PNC2
                Owner

            
	
              28.

            	
              403
                N Baltimore Street

            	
              Dillsburg

            	
              PA

            	
              PNC2
                Owner

            
	
              29.

            	
              404
                Pennsylvania Avenue East

            	
              Warren

            	
              PA

            	
              PNC2
                Owner

            
	
              30.

            	
              410
                Main Street

            	
              Orange

            	
              NJ

            	
              PNC1
                Owner

            
	
              31.

            	
              422
                Broad Street

            	
              Bloomfield

            	
              NJ

            	
              PNC1
                Owner

            
	
              32.

            	
              425
                Boulevard

            	
              Mountain
                Lakes

            	
              NJ

            	
              PNC1
                Owner

            
	
              33.

            	
              45
                South Martine Avenue

            	
              Fanwood

            	
              NJ

            	
              PNC1
                Owner

            
	
              34.

            	
              470
                Lincoln Avenue

            	
              Pittsburgh

            	
              PA

            	
              PNC2
                Owner

            
	
              35.

            	
              49
                Little Falls Road

            	
              Fairfield

            	
              NJ

            	
              PNC1
                Owner

            
	
              36.

            	
              489
                Pleasant Valley Way

            	
              West
                Orange

            	
              NJ

            	
              PNC1
                Owner

            
	
              37.

            	
              555
                Cranbury Road

            	
              East
                Brunswick

            	
              NJ

            	
              PNC1
                Owner

            
	
              38.

            	
              572
                Pompton Avenue

            	
              Cedar
                Grove

            	
              NJ

            	
              PNC1
                Owner

            
	
              39.

            	
              583
                Kearny Avenue

            	
              Kearny

            	
              NJ

            	
              PNC1
                Owner

            
	
              40.

            	
              588
                Newark-Pompton Turnpike

            	
              Pompton
                Plains

            	
              NJ

            	
              PNC1
                Owner

            
	
              41.

            	
              5900
                N Broad Street

            	
              Philadelphia

            	
              PA

            	
              PNC2
                Owner

            
	
              42.

            	
              591
                Route 33

            	
              Millstone

            	
              NJ

            	
              PNC1
                Owner

            
	
              43.

            	
              640
                E. Landis Avenue

            	
              Vineland

            	
              NJ

            	
              PNC1
                Owner

            
	
              44.

            	
              510
                North 6th Street

            	
              Philadelphia

            	
              PA

            	
              PNC2
                Owner

            
	
              45.

            	
              7811
                Tylersville Road

            	
              West
                Chester

            	
              OH

            	
              PNC1
                Owner

            
	
              46.

            	
              82
                Greenbrook Road

            	
              Dunellen

            	
              NJ

            	
              PNC1
                Owner

            
	
              47.

            	
              8340
                Germantown Avenue

            	
              Philadelphia

            	
              PA

            	
              PNC2
                Owner

            
	
              48.

            	
              9
                West Somerset Street

            	
              Raritan

            	
              NJ

            	
              PNC1
                Owner

            
	
              49.

            	
              1001
                Cooper Street

            	
              Deptford

            	
              NJ

            	
              PNC1
                Owner

            
	
              50.

            	
              RR1
                Box 640 (Route 611)

            	
              Tannersville

            	
              PA

            	
              PNC2
                Owner

            


    

    



    
      
        
        

      

      
        -7-