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Exhibit 10.6
AMENDMENT NO. 1 TO ADVISORY AGREEMENT
THIS AMENDMENT NO. 1 (the "Amendment"), dated as of July 1, 2008,
to the
Advisory Agreement of Corporate Property Associates 17-Global
Incorporated
--------- ("CPA:17"), is among CPA: 17, CPA 17 Limited Partnership
(the
"Operating Partnership") and Carey Asset Management Corp. (the
"Advisor").
WITNESSETH:
WHEREAS, CPA: 17, the Operating Partnership and the Advisor are
parties to the
Advisory Agreement, dated as of November 12, 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, CPA: 17 desires to retain the services of the Manager with
respect to
CPA: 17's real properties and real estate-related assets located
outside the
United States;
WHEREAS, on the date hereof, CPA: 17 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 CPA: 17 and the Advisor to amend the Advisory
Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants
and agreements contained herein, CPA: 17 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 for 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 CPA: 17's
Average Invested
Assets during such 12-month period or 25% of CPA: 17's Adjusted Net
Income over
the same 12-month period.
"Operating Expenses." All consolidated operating, general and
administrative expenses paid or incurred by CPA: 17, 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 CPA: 17's Shares
and
Securities; (iv) Acquisition Expenses, real estate commissions on
resale of
property and other expenses connected with the acquisition,
disposition,
origination, ownership and operation of Investments, including the
costs of
foreclosure, insurance premiums, legal services, brokerage and
sales
commissions, maintenance, repair and improvement of property; (v)
Acquisition
Fees payable to the Advisor or any other party; (vi) Subordinated
Disposition
Fees payable to the Advisor or any other party under this Agreement
and the
corresponding fees payable to the Manager under the Management
Agreement or to
any other party; (vi) distributions paid by the Operating
Partnership to the
Special General Partner under the agreement of
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limited partnership of the Operating Partnership in respect of
gains realized on
dispositions of Investments; (vii) amounts paid to effect a
redemption or
repurchase of the special general partner interest held by the
Special General
Partner pursuant to the agreement of limited partnership of the
Operating
Partnership; and (viii) non-cash items, such as depreciation,
amortization,
depletion, and additions to reserves for depreciation,
amortization, depletion,
losses and bad debts. Notwithstanding anything herein to the
contrary, Operating
Expenses shall include the Asset Management Fee and any Loan
Refinancing Fee
and, solely for the purposes of determining compliance with the
2%/25%
Guidelines, distributions of profits and cash fl
