EXHIBIT 99.3
AMENDMENT NO. 1
TO THE
ADVISORY AGREEMENT AMONG
AEGIS REALTY, INC.,
AEGIS REALTY OPERATING PARTNERSHIP, LP AND
RELATED AEGIS LP
This AMENDMENT NO. 1 dated as of September 13, 2001 ("AMENDMENT NO. 1")
to the advisory agreement among Aegis Realty, Inc., a Maryland corporation (the
"Company"), Aegis Realty Operating Partnership, LP, a Delaware limited
partnership (the "OP"), and Related Aegis LP, a Delaware limited partnership
(the "Advisor"), dated as of October 1, 1997 (the "Agreement"), is entered into,
by and among the undersigned. Capitalized terms used but not defined shall have
the meaning assigned to such terms in the Agreement.
W I T N E S S E T H :
WHEREAS, the Company is a Maryland corporation created in accordance
with applicable provisions of the Maryland General Corporation Law, as amended
from time to time (the "Maryland GCL"); and
WHEREAS, the purposes of the Company are, as determined from time to
time by the board of directors (the "Board of Directors") of the Company, to
engage in any lawful business or activity for which a corporation may be created
under the Maryland GCL; and
WHEREAS, the Company is the general partner of the OP; and
WHEREAS, the Company, on its own behalf, and as general partner of the
OP, retained the Advisor as the advisor of the Company and the OP, to perform
the services set forth in the Agreement; and
WHEREAS, the Agreement expires on October 1, 2001; and
WHEREAS, the Company, on its own behalf and as general partner of the
OP, desires to continue to avail itself of the experience, sources of
information, advice and assistance of the Advisor and to have the Advisor
undertake the duties and responsibilities set forth in the Agreement, on behalf
of and subject to the supervision of the Board of Directors, as provided
therein; and
WHEREAS, the Advisor is willing to render such services, subject to the
supervision of the Board of Directors, on the terms and conditions set forth in
the Agreement; and
WHEREAS, the Company, on its own behalf and as general partner of the
OP, and the Advisor, mutually desire to (i) increase the limitations on
reimbursements to the Advisor, and (ii) extend the Agreement for one (1) year;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Article 15 of the Agreement is hereby deleted and replaced in
its entirety with the following:
LIMITATIONS ON REIMBURSEMENTS. The sum of the amounts
reimbursed to the Advisor by the OP pursuant to
Section 14(b) above shall not exceed $283,462 per
annum, subject to (i) annual increases commencing on
December 31, 2001 and each year thereafter based upon
increases in the Consumer Price Index for All Urban
Consumers, N.Y., N.Y. -Northeastern N.J. (Base Year
1982-1984 = 100) specified for "All Items" as issued
by the Bureau of Labor Statistics, U.S. Department of
Labor (or comparable substitute index) and (ii)
proportionately as the Total Invested Assets of the
Company and the assets of the OP increase from time
to time.
2. The first paragraph of Article 17 of the Agreement is hereby
amended as follows:
TERM; TERMINATION OF AGREEMENT. This Agreement shall
continue in force and shall not be terminable by the
Advisees for a period of one (1) year from October 1,
2001 (the "Term") and thereafter it may be renewed by
the Advisees from year to year, subject to the
approval of a majority of the Board of Directors.
Notice of renewal shall be given in writing by the
Advisees to the Advisor not less than 60 days before
the expiration of this Agreement or of any extension
thereof.
3. Except as otherwise amended herein, the Agreement remains
unchanged and in full force and effect.
4. This Amendment No. 1 shall be interpreted in accordance with
the laws of the State of Maryland (without regard to conflict of laws
principles), all rights and remedies being governed by such laws.
5. This Amendment No. 1 may be executed in counterparts, each of
which shall be an original and all of which shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 1
to be executed as of the day and year first above written.
AEGIS REALTY, INC.:
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
President and Chief Executive Officer
AEGIS REALTY OPERATING PARTNERSHIP:
By: AEGIS REALTY, INC., its General Partner
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
President and Chief Executive Officer
RELATED AEGIS LP
By: RELATED AEGIS, INC., its General Partner
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Senior Vice President
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