AMENDMENT NO. 4 TO THE ADVISORY AGREEMENT
Exhibit 10.3
AMENDMENT NO. 4
TO THE
This amendment no. 4 to the Advisory Agreement dated as of November 8, 2009 (the “Advisory Agreement”) between KBS Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”), is entered as of May 7, 2010 (the “Amendment”). Capitalized terms used herein but not defined shall have the meaning set forth in the Advisory Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree that Article 16 of the Advisory Agreement is hereby amended and restated in its entirety as follows:
Notwithstanding anything contained in Article 9 of this Agreement to the contrary, the Advisor hereby agrees to advance funds (the “Advance”) to the Company equal to the amount by which the cumulative amount of distributions declared by the Company from January 1, 2006 through the period ending July 31, 2010 exceeds the amount of the Company’s Funds from Operations from January 1, 2006 through July 31, 2010. Advisor further agrees that the Company will only be obligated to reimburse the Advisor for the Advance if and to the extent that the Company’s cumulative Funds from Operations for the period commencing January 1, 2006 through the date of any such reimbursement exceeds the lesser of (i) the cumulative amount of any distributions declared and payable to the Company’s Stockholders as of the date of such reimbursement or (ii) an amount that is equal to a 7.0% cumulative, non-compounded, annual return on Invested Capital for the Company’s Stockholders for the period from July 18, 2006 through the date of such reimbursement. Advisor understands and agrees that no interest shall accrue on the Advance being made under this Agreement.
Signature page follows.
KBS REAL ESTATE INVESTMENT TRUST, INC. | ||||
By: | /s/ Xxxxxxx X. Xxxxxxxxx, Xx. | |||
Xxxxxxx X. Xxxxxxxxx, Xx., Chief Executive Officer |
KBS CAPITAL ADVISORS LLC | ||
By: | Xxxxxxxxx Real Estate Investments, L.P., a Manager |
By: | Xxxxxxxxx Investments, LLC, as general partner |
By: | /s/ Xxxxxxx X. Xxxxxxxxx, Xx. | |||
Xxxxxxx X. Xxxxxxxxx, Xx., Manager |