Name: William M. Kahane
Title:
President and Chief Executive
Officer
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 and Chief Executive Officer
HOLDER:
AR CAPITAL, LLC
By: /s/ Nicholas S. Schorsch
Name:
Nicholas S.
Schorsch
Title:
Manager
3
Exhibit A
FORM OF Subordinated Incentive Listing Fee Note
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE
IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION
AGREEMENT (AS AMENDED, RESTATED, MODIFIED OR OTHERWISE SUPPLEMENTED FROM TIME TO
TIME, THE "SUBORDINATION AGREEMENT"), DATED AS OF [__________], 2012, BETWEEN AR
CAPITAL, LLC, RBS CITIZENS, N.A., AS SENIOR REVOLVER AGENT, AND WELLS FARGO
BANK, NATIONAL ASSOCIATION, AS SENIOR TERM LOAN AGENT (OR ANY "SUCCESSOR SENIOR
AGENT" (AS DEFINED THEREIN) PARTY THERETO), TO THE "SENIOR DEBT" (AS DEFINED
THEREIN), AND EACH Holder OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF,
IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
HOLDER AGREES (1) THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY
EVIDENCED HEREBY, EXCEPT (A) TO AMERICAN REALTY CAPITAL TRUST, INC. ("ARCT"),
AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP, L.P. ("ARCOP" AND, TOGETHER WITH
ARCT, THE "ISSUERS"), OR A SUBSIDIARY OF EITHER ISSUER; OR (B) TO A PERSON THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A ADOPTED UNDER THE SECURITIES ACT) THAT IS PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN
COMPLIANCE WITH RULE 144A (IF AVAILABLE). THIS INSTRUMENT IS SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH HEREIN.
$[__________] [_______], 2012
FORM OF PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned, AMERICAN REALTY CAPITAL TRUST, INC., a
Maryland corporation ("ARCT"), and American Realty Capital Operating
Partnership, L.P., a Delaware limited partnership ("ARCOP" and, together with
ARCT, the "Obligors"), jointly and severally promise to pay to AR CAPITAL, LLC,
a Delaware limited liability company (the "Holder"), at its address at 405 Park
Avenue, New York, New York 10022, or such other place as the Holder may
designate from time to time in writing, in lawful money of the United States of
America and in immediately available funds, the aggregate amount of
[_________________________] DOLLARS in accordance with the provisions of this
Promissory Note (this "Note"). Capitalized terms have the meanings ascribed such
terms herein.
1.Interest.
The Obligors shall pay to the Holder interest on the principal amount of this
Note, accruing from the date hereof or from the most recent date on which
interest has been paid or provided for, at a rate equal to [___]%1 per annum,
payable quarterly in arrears