0001144204-08-033454 Sample Contracts

AMENDED AND RESTATED SUBSCRIPTION ESCROW AGREEMENT
Subscription Escrow Agreement • June 3rd, 2008 • American Realty Capital Trust, Inc. • Real estate • Massachusetts

This AMENDED AND RESTATED SUBSCRIPTION ESCROW AGREEMENT, dated as of April 15, 2008 (the "Agreement"), is made by and among American Realty Capital Trust, Inc., a Maryland corporation (the "Company"), Realty Capital Securities, LLC, a Delaware limited liability company ("the Dealer Manager"), and Boston Private Bank & Trust Company, a Massachusetts trust company (the "Escrow Agent"), and hereby amends and restates in its entirety that certain SUBSCRIPTION ESCROW AGREEMENT entered by and among the Company, the Dealer Manager, and the Escrow Agent as of December 11, 2007.

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FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP, L.P.
American Realty Capital Trust, Inc. • June 3rd, 2008 • Real estate

This FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP, L.P. (the “Partnership”), is entered into as of June 2, 2008, by American Realty Capital Trust, Inc., a Maryland corporation, the general partner of the Partnership (the “General Partner”).

AMENDMENT TO THE MANAGEMENT AGREEMENT
Management Agreement • June 3rd, 2008 • American Realty Capital Trust, Inc. • Real estate

This amendment to that certain Management Agreement (this "Amendment") dated January 25, 2008 is made and entered into as of the 30 day of April, 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 AMERICAN REALTY CAPITAL PROPERTIES, LLC, a Delaware limited liability company (the "Manager").

SECOND AMENDMENT TO THE MANAGEMENT AGREEMENT
Management Agreement • June 3rd, 2008 • American Realty Capital Trust, Inc. • Real estate

This second amendment (this “Amendment”) to that certain Management Agreement dated as of January 25, 2008 and as amended as of April 30, 2008 (the “Agreement”) is made and entered into as of the 30th day of May, 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 AMERICAN REALTY CAPITAL PROPERTIES, LLC, a Delaware limited liability company (the “Manager”).

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