AMENDMENT TO THE ADVISORY AGREEMENT AMONG LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC., LIGHTSTONE VALUE PLUS REIT LP and LIGHTSTONE VALUE PLUS REIT LLC
AMENDMENT
TO
AMONG
LIGHTSTONE
VALUE PLUS REIT LP
and
LIGHTSTONE
VALUE PLUS REIT LLC
This
Amendment (this “Amendment”)
to the
Advisory Agreement dated as of April 22, 2005 (the “Advisory
Agreement”),
among
Lightstone Value Plus Real Estate Investment Trust, Inc., a Maryland corporation
(the “Company”),
Lightstone Value Plus REIT LP, a Delaware limited partnership (the “OP”),
and
Lightstone Value Plus REIT LLC, a Delaware limited liability company (the
“Advisor”),
is
made as of May 2, 2008 among the parties hereto. Capitalized terms used but
not
defined in this Amendment shall have the meanings specified in the Advisory
Agreement.
RECITALS
WHEREAS,
the
Company, on its own behalf and as general partner to the OP, entered into the
Advisory Agreement to avail itself of the experience, sources of information,
advice and assistance of the Advisor, and the Advisor entered into the Advisory
Agreement to provide such services on the terms and conditions therein;
WHEREAS,
the
parties hereto wish to amend the Advisory Agreement to revise the definition
of
“Average Invested Assets” to confirm how Average Invested Assets is determined
when the Company invests in a joint venture.
NOW,
THEREFORE,
in
consideration of the mutual covenants, representations, warranties, and
agreements contained herein, and for other valuable consideration, the receipt
and legal sufficiency of which are hereby acknowledged, the parties hereto
agree
as follows:
1. Amendment
to Section 1(e).
Section
1(e) of the Advisory Agreement is hereby amended and restated to read as
follows:
“
Average Invested Assets” shall mean the average, at the end of each
calendar month during the calendar quarter in respect of which an Asset
Management Fee is being calculated, of the aggregate book value of the
Advisees’ assets invested in equity interests in and loans secured by real
estate, before reserves for depreciation or bad debt or other similar
non-cash reserves. For an equity interest in real estate owned in joint venture,
the calculation of Average Invested Assets shall take into consideration
the underlying joint venture's aggregate book value for the equity
interest.
2. Governing
Law.
This
Amendment shall be construed in accordance with and governed by the laws of
the
State of New York.
3. Counterparts.
This
Amendment may be executed in counterparts, which shall be treated as originals
for all purposes, and all so executed shall constitute one
agreement.
Amendment
to Advisory Agreement
4. No
Other Amendment.
Except
as expressly modified by this Amendment, all terms and conditions of the
Advisory Agreement shall remain unchanged and remain in full force and effect.
[Signature
page follows.]
Amendment
to Advisory Agreement
IN
WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the
date first above written.
LIGHTSTONE
VALUE PLUS REAL ESTATE
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INVESTMENT
TRUST, INC.
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By:
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Name:
Xxxxx Xxxxxxxxxxxx
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Title:
Chief Executive Officer
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LIGHTSTONE
VALUE PLUS REIT LP
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By:
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Lightstone
Value Plus Real Estate Investment
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Trust,
its General Partner
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By:
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Name:
Xxxxx Xxxxxxxxxxxx
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Title:
Chief Executive Officer
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LIGHTSTONE
VALUE PLUS REIT LLC
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By:
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Name:
Xxxxx Xxxxxxxxxxxx
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Title:
Authorized Person
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Amendment
to Advisory Agreement