Exhibit 10.5(b)
AMENDMENT NO. 1 TO
SECOND AMENDED AND RESTATED ADVISORY SERVICES AGREEMENT
This Amendment No. 1 to the Second Amended and Restated Advisory Services
Agreement (the "Amendment") is dated as of March 31, 2006, and is entered into
by and between Boston Capital Real Estate Investment Trust, Inc., a Maryland
corporation (the "Company"), and Boston Capital REIT Advisors, LLC, a Delaware
limited liability company (the "Advisor").
WHEREAS, the Company and the Advisor have entered into that certain Second
Amended and Restated Advisory Services Agreement, dated as of February 1, 2005
(the "Agreement"); and
WHEREAS, the Company and the Advisor desire to amend the Agreement as set
forth herein.
NOW, THEREFORE, in consideration of the premises herein contained and for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. Capitalized terms used in this Amendment, unless
otherwise defined herein, shall have the meanings ascribed to such terms in the
Agreement.
2. AMENDMENT OF AGREEMENT.
A. From and after the effective date of this Amendment, Section 10(a) of
the Agreement entitled "Organization and Offering Expenses" is hereby amended by
deleting: "The Company shall reimburse the Advisor", and replacing the same with
"The Company shall reimburse the Advisor or its affiliates".
B. From and after the effective date of this Amendment, Section 10(b) of
the Agreement entitled "Asset Management Fee" is hereby amended by deleting from
the first sentence of Section 10(b): "The Company shall pay to the Advisor", and
replacing the same with "The Company shall pay to the Advisor or its
affiliates"; by deleting from the second sentence of Section 10(b): "assumed
upon the purchase of the properties"; and by inserting at the end of the second
to last sentence of Section 10(b): "or its affiliates".
C. From and after the effective date of this Amendment, Section 10(c) of
the Agreement entitled "Acquisition Fee" is hereby amended by deleting from the
first sentence of Section 10(c): "The Advisor may receive", and replacing the
same with "The Advisor or its affiliates may receive" and by deleting from the
fourth sentence of Section 10(c): "In no event shall the Advisor receive", and
replacing the same with "In no event shall the Advisor or its affiliates
receive".
3. RATIFICATION. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions of the
Agreement and shall not be deemed to be a consent to the modification or waiver
of any other term or condition of the Agreement. Except as expressly modified
and superseded by this Amendment, the terms and provisions of the Agreement are
hereby ratified and confirmed and shall continue in full force and effect.
4. SEVERABILITY. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
5. REFERENCES. Any reference to the Agreement contained in any document,
instrument or agreement executed in connection with the Agreement shall be
deemed to be a reference to the Agreement as modified by this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their respective duly authorized officers on the date
first above written.
COMPANY:
BOSTON CAPITAL REAL ESTATE
INVESTMENT TRUST, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: President and Chief Operating
Officer
ADVISOR:
BOSTON CAPITAL REIT ADVISORS,
LLC
By: Boston Capital Corporation, its manager
By: /s/ Xxxx X. Xxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxx
Title: Chairman and Chief Executive
Officer
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