EXHIBIT 10.10
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FIRST AMENDMENT
TO
ADVISORY AGREEMENT
THIS FIRST AMENDMENT ("Amendment") to the Advisory Agreement, dated as
of February 22, 2000 (the "Advisory Agreement"), between T REIT, Inc., a
Virginia corporation (the "Company"), and Triple Net Properties, L.L.C., a
Virginia limited liability company (the "Advisor"), is made effective as of
February 22, 2001. Capitalized terms not otherwise defined herein shall be
defined in accordance with the Advisory Agreement.
RECITALS
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WHEREAS, the Company and the Advisor entered into the Advisory
Agreement as of February 22, 2000 for a term of one (1) year, subject to
successive one-year renewals with the written mutual consent of the parties,
including approval of a majority of the independent directors of the Company;
and
WHEREAS, the Company and the Advisor desire to extend the Advisory
Agreement for an additional term of one (1) year, subject to successive one-year
renewals as set forth in the Advisory Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and other good and valuable consideration, the Advisory Agreement is
hereby amended as follows:
AGREEMENT
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1. Amendments. Section 16 of the Advisory Agreement is amended to state
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as follows:
16. Term; Termination of Agreement.
This Agreement will continue in force until February
22, 2002, subject to successive one-year renewals with the
written mutual consent of the parties, including the approval
of a majority of the Independent Directors .
Notwithstanding any other provision of the Agreement
to the contrary, either the Company or the Advisor may
terminate this Agreement, or any extension hereof, or the
parties by mutual consent or a majority of the Independent
Directors may do so, in each case upon 60 days written notice
without cause or penalty. In the event of the termination of
the Agreement, the Advisor will cooperate with the Company
and take all reasonable steps requested to assist the Board
of Directors in making an orderly transition of the advisory
function.
If this Agreement is terminated pursuant to this
Section, such termination shall be without any further
liability or obligation of either party to the other, except
as provided in Section 19.
If this Agreement is terminated for any reason other
than the listing of Shares as contemplated in Section 12, all
obligations of the Advisor and its Affiliates to offer
property to the Company for purchase, as described in Section
2(a), shall also terminate.
2. Ratification. Except as modified hereinabove, the Advisory Agreement
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is ratified and reaffirmed in its entirety.
3. Counterparts. This Amendment may be executed in counterparts
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(including facsimile counterparts), all of which taken together shall
constitute one document.
WITNESS the following signatures:
COMPANY: T REIT, Inc.,
a Virginia corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, President
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Independent Director
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Independent Director
ADVISOR: Triple Net Properties, L.L.C.,
a Virginia limited liability company
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, President
