FIFTH AMENDMENT TO THE MANAGEMENT AGREEMENT

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.”

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

[INTENTIONALLY LEFT BLANK]

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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/ Xxxxxxx X. Xxxxxx       
Name: Xxxxxxx X. Xxxxxx
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/ Xxxxxxx X. Xxxxxx       
Name: Xxxxxxx X. Xxxxxx
Title: President

AMERICAN REALTY CAPITAL PROPERTIES,

LLC, a Delaware limited liability company

By:  /s/ Xxxxxxx X. Xxxxxx       
Name: Xxxxxxx X. Xxxxxx
Title: President

Fifth Amendment to Management Agreement

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XXX XXXX00XX LLC

By:  /s/ Xxxxxxx X. Xxxxxx       
Name: Xxxxxxx X. Xxxxxx
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/ Xxxxxxx X. Xxxxxx       
Name: Xxxxxxx X. Xxxxxx
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/ Xxxxxxx X. Xxxxxx       
Name: Xxxxxxx X. Xxxxxx
Title: President

Fifth Amendment to Management Agreement

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ARC PANJOH54 LLC,

a Delaware limited liability company

By:  /s/ Xxxxxxx X. Xxxxxx       
Name: Xxxxxxx X. Xxxxxx
Title: President

ARC PA-QRS Trust,

a Virginia business trust

By:  /s/ Xxxxxxx X. Xxxxxx       
Name: Xxxxxxx X. Xxxxxx
Title: President

Fifth Amendment to Management Agreement

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EXHIBIT A

List of Properties

Property No.	Address	City	State	PNC Owner
1.	0000 Xxxx Xxxx Xxxxxx	Xxxxxxxxxxxx	XX	PNC2 Owner
2.	000 Xxxx Xxxx Xxxxxx	Xxxxxxxx	XX	PNC2 Owner
3.	000 Xxxx Xxxxx Xxxxxx	Xxxxx	XX	PNC2 Owner
4.	0000-0000 Xxxx Xxxxxx	Xxxxxxxx	XX	PNC1 Owner
5.	0000 Xxxx Xxxxxxxxx Xxxx	Xxxxx	XX	PNC2 Owner
6.	00 Xxxxxxxx Xxxx	Xxxxxxxx	XX	PNC1 Owner
7.	0000 XxXxxxx Xxxxxx	Xxxx Xxxxxxxx	XX	PNC1 Owner
8.	000 Xxxxxxxx Xxxxxxxx	Xxxxxx	XX	PNC1 Owner
9.	0000 Xxxxxxxxx-Xxxxxxxxx Xxxx	Xxxxxxxxx	XX	PNC1 Owner
10.	000 Xxxxx Xxxxxx	Xxxxxxxxx	XX	PNC1 Owner
11.	00 Xxxxxxxx Xxxxxx	Xxxxxxx	XX	PNC1 Owner
12.	0000 Xxxxxxxxxx Xxxxxx Xxxx	Xxxxxxxxxxx Xxxxxxxx	XX	PNC1 Owner
13.	0000 Xxxxxxxxxx Xxxxxx	Xxxxxxxxxx	XX	PNC1 Owner
14.	000 Xxxxxxx Xxxxxx Xxxxxxx Xxxxx	Xxxxxxxxxx	XX	PNC1 Owner
15.	000 X Xxxxx Xxxxxx	Xxxxxx Xxxxxx	XX	PNC2 Owner
16.	0000 Xxxxxxx Xxxxxx	Xxxxxxxxxxxx	XX	PNC2 Owner
17.	000 Xxxxxxxxx Xxxxxx	Xxxx Xxxxx	XX	PNC1 Owner
18.	0000 Xxxx Xxxxxx	Xxxxxxxx Xxxxxxxx	XX	PNC1 Owner
19.	000 Xxxx Xxxxxx	Xxxxxxx	XX	PNC1 Owner
20.	00 Xxxx Xxxxxx	Xxxx Xxxxxx	XX	PNC1 Owner
21.	00 X Xxxxxxx Xxxx	Xxxxxxxxxx	XX	PNC2 Owner
22.	000 Xxxxxx Xxxxxx	Xxxxxxxxxxx	XX	PNC1 Owner
23.	000 X 00xx Xxxxxx	Xxxxxxxx	XX	PNC1 Owner
24.	00 Xxxx Xxxxxx Xxxxxx	Xxxxxxxxxxx	XX	PNC2 Owner
25.	000 Xxxxxxx Xxxx	Xxxxxx	XX	PNC1 Owner

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Property No.	Address	City	State	PNC Owner
26.	00 Xxxxxx Xxxxxx	Xxxxxxxx	XX	PNC1 Owner
27.	000 Xxxx Xxxxx Xxxx	Xxxxxxxxxxxx	XX	PNC2 Owner
28.	000 X Xxxxxxxxx Xxxxxx	Xxxxxxxxx	XX	PNC2 Owner
29.	000 Xxxxxxxxxxxx Xxxxxx Xxxx	Xxxxxx	XX	PNC2 Owner
30.	000 Xxxx Xxxxxx	Xxxxxx	XX	PNC1 Owner
31.	000 Xxxxx Xxxxxx	Xxxxxxxxxx	XX	PNC1 Owner
32.	000 Xxxxxxxxx	Xxxxxxxx Xxxxx	XX	PNC1 Owner
33.	00 Xxxxx Xxxxxxx Xxxxxx	Xxxxxxx	XX	PNC1 Owner
34.	000 Xxxxxxx Xxxxxx	Xxxxxxxxxx	XX	PNC2 Owner
35.	00 Xxxxxx Xxxxx Xxxx	Xxxxxxxxx	XX	PNC1 Owner
36.	000 Xxxxxxxx Xxxxxx Xxx	Xxxx Xxxxxx	XX	PNC1 Owner
37.	000 Xxxxxxxx Xxxx	Xxxx Xxxxxxxxx	XX	PNC1 Owner
38.	000 Xxxxxxx Xxxxxx	Xxxxx Xxxxx	XX	PNC1 Owner
39.	000 Xxxxxx Xxxxxx	Xxxxxx	XX	PNC1 Owner
40.	000 Xxxxxx-Xxxxxxx Xxxxxxxx	Xxxxxxx Xxxxxx	XX	PNC1 Owner
41.	0000 X Xxxxx Xxxxxx	Xxxxxxxxxxxx	XX	PNC2 Owner
42.	000 Xxxxx 00	Xxxxxxxxx	XX	PNC1 Owner
43.	000 X. Xxxxxx Xxxxxx	Xxxxxxxx	XX	PNC1 Owner
44.	000 Xxxxx 0xx Xxxxxx	Xxxxxxxxxxxx	XX	PNC2 Owner
45.	0000 Xxxxxxxxxxx Xxxx	Xxxx Xxxxxxx	XX	PNC1 Owner
46.	00 Xxxxxxxxxx Xxxx	Xxxxxxxx	XX	PNC1 Owner
47.	0000 Xxxxxxxxxx Xxxxxx	Xxxxxxxxxxxx	XX	PNC2 Owner
48.	0 Xxxx Xxxxxxxx Xxxxxx	Xxxxxxx	XX	PNC1 Owner
49.	0000 Xxxxxx Xxxxxx	Xxxxxxxx	XX	PNC1 Owner
50.	RR1 Box 640 (Route 611)	Tannersville	PA	PNC2 Owner

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