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Exhibit 10.2
AMENDMENT NO. 1 TO ADVISORY AGREEMENT
THIS AMENDMENT NO. 1 (the "Amendment"), dated as of July 1, 2008,
to the Amended
and Restated Advisory Agreement of Corporate Property Associates 15
Incorporated
(the "Company"), is between the Company and Carey Asset Management
Corp. (the
"Advisor").
WITNESSETH:
WHEREAS, the Company and the Advisor are parties to the Amended and
Restated
Advisory Agreement of the Company, dated as of September 30, 2007
(the "Advisory
Agreement");
WHEREAS, W.P. Carey & Co. B.V., a Netherlands company (the
"Manager"), has been
formed and has established an office in The Netherlands for the
purpose of
providing asset management and related services with respect to
real properties
and other real estate-related assets located outside the United
States;
WHEREAS, the Company desires to retain the services of the Manager
with respect
to the Company's real properties and real estate-related assets
located outside
the United States;
WHEREAS, on the date hereof, the Company is entering into a
management agreement
with the Manager; and
WHEREAS, in order to give effect to the new management agreement,
it is
necessary for the Company and the Advisor to amend the Advisory
Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants
and agreements contained herein, the Company and the Advisor agree
as follows:
1. Definitions.
(a) The following defined terms in the Advisory Agreement
shall be amended and restated in their entirety to read as
follows:
"2%/25% Guidelines." The requirement, as provided in Section 13
hereof, that, in any 12-month period ending on the last day of any
fiscal
quarter, Operating Expenses under this Agreement and the Management
Agreement
not exceed the greater of two percent of the Company's Average
Invested Assets
during such 12-month period or 25% of the Company's Adjusted Net
Income over the
same 12-month period.
"Operating Expenses." All operating, general and administrative
expenses paid or incurred by the Company, as determined under GAAP,
except the
following (insofar as they would otherwise be considered operating,
general and
administrative expenses under GAAP): (i) interest and discounts and
other cost
of borrowed money; (ii) taxes (including state and Federal income
tax, property
taxes and assessments, franchise taxes and taxes of any other
nature); (iii)
expenses of raising capital, including Organization and Offering
Expenses,
printing, engraving, and other expenses, and taxes incurred in
connection with
the issuance and distribution of the Company's Shares and
Securities; (iv)
Acquisition Expenses, real estate commissions on resale of real
estate interests
and other expenses connected with the acquisition, disposition,
origination,
ownership and operation of real estate interests, mortgage loans,
or other
property, including the costs of foreclosure, insurance premiums,
legal
services, brokerage and sales commissions, maintenance, repair and
improvement
of property; (v) Acquisition Fees; (vi) Subordinated Disposition
Fees payable
under this Agreement and the corresponding fees payable to the
Manager under the
Management Agreement or to any other party; (vi) non-cash
items,
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such as depreciation, amortization, depletion, and additions to
reserves for
depreciation, amortization, depletion, losses and bad debts; (vii)
Termination
Fees; (viii) Subordinated Incentive Fees; (ix) Asset Management
Fees payable
under this Agreement and the corresponding fees payable under the
Management
Agreement and (x) Loan Refinancing Fees pay
