Exhibit 99.7
FIRST AMENDMENT TO MANAGEMENT AGREEMENT
This FIRST AMENDMENT TO MANAGEMENT AGREEMENT (this "Amendment") made as
of the 5th day of December, 2001 between Lexington Acquiport Company, LLC, a
Delaware limited liability company (the "Company"), and Lexington Realty
Advisors, Inc., a Delaware corporation (the "Asset Manager"). All capitalized
terms used in this Amendment without definition shall have the respective
meanings ascribed to them in the Agreement (as defined below).
W I T N E S S E T H:
-------------------
WHEREAS, the Company and the Asset Manager entered into the Management
Agreement (the "Agreement") dated as of July 14, 1999;
WHEREAS, the Company and the Asset Manager hereby desire to supplement
and amend the Agreement as provided herein; and
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained the parties hereto agree as follows:
ARTICLE I
AMENDMENT TO MANAGEMENT AGREEMENT
Section 11(b) of the Agreement is hereby modified and amended by
deleting such section in its entirety and substituting the following therefore:
"(b) The Company shall pay to the Asset Manager an annual
management fee equal to two percent (2%) of Net Rents, payable monthly.
Such fee shall be calculated monthly, based on Net Rents received by
the Company for such month, and adjusted as provided in this Section
11(b). Within thirty (30) days of the Company's receipt of the annual
reports described in Section 4.3 of the Operating Agreement for a
fiscal year, the Asset Manager shall provide to the Company a written
statement of reconciliation setting forth (a) the Net Rents for such
fiscal year and the management fee payable to the Asset Manager in
connection therewith, pursuant to this Management Agreement, (b) the
management fee already paid by the Company to the Asset Manager during
such fiscal year, and (c) either the amount owed to the Asset Manager
by the Company (which shall be the excess, if any, of the management
fee payable to the Asset Manager for such fiscal year pursuant to this
Agreement over the management fee actually paid by the Company to the
Asset Manager for such fiscal year) or the amount owed to the Company
by the Asset Manager (which shall be the excess, if any, of the
management fee actually paid by the Company to the Asset Manager for
such fiscal year over the management fee payable to the Asset Manager
for such fiscal year pursuant to this Agreement). The Asset Manager or
the Company, as the case may be, shall pay to the other the amount owed
pursuant to clause (c) above within five (5) Business Days of the
receipt by the Advisor and the Fund of the written statement of
reconciliation described in this Section 11. In addition, and effective
as of December 5, 2001, in those cases in which a tenant of any
Property requests that the Company provide property management services
at such
tenant's expense, Asset Manager shall be entitled to an oversight fee
for such property management services for the tenant of such Property
equal to one half of one percent (0.50%) of the Net Rent from such
Property ("Oversight Fee"), which Oversight Fee shall be payable by the
tenant of such Property, in accordance with the terms as such tenant
and Asset Manager may agree. Concurrently with the reconciliation
statement required above, the Asset Manager shall provide to the
Advisor and the Fund a written statement setting forth all Oversight
Fees paid to the Asset Manager during such fiscal year and the Net
Rents relating to such Properties for such fiscal year."
ARTICLE II
GENERAL PROVISIONS
A. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES.
B. No Additional Amendment. Except as modified by this Amendment, the
Agreement and each of the terms and provisions thereof shall remain unchanged
and in full force and effect in all respects.
C. Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original, but
all such counterparts together shall constitute but one and the same instrument;
signature and acknowledgment pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature and
acknowledgement pages are physically attached to the same document. This
Amendment shall become effective upon the execution of a counterpart hereof by
each of the parties hereto and delivery to each of the Members of a fully
executed original counterpart of this Amendment
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]
-2-
IN WITNESS WHEREOF, this Amendment is executed effective as of the date
first set forth above.
COMPANY LEXINGTON ACQUIPORT COMPANY,
LLC, a Delaware limited liability company
By: LEXINGTON PROPERTIES CORPORATE
TRUST, a Maryland real estate investment
trust, the managing member
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Its: Chief Financial Officer
ASSET MANAGER LEXINGTON REALTY ADVISORS, INC.
By: ___________________________
Name:
Its:
S-1
