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Exhibit 10.2
AMENDMENT NO. 1 TO ADVISORY AGREEMENT
THIS AMENDMENT
NO. 1 (the
"Amendment"),
dated as of
September 2, 2008,
to
the Amended and
Restated Advisory
Agreement of Corporate
Property
Associates
14 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
as amended,
extended or supplemented from time to time (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,
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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; (vii) non-cash items,
such as
depreciation, amortization, depletion, and additions to reserves
for
depreciation, amortization, depletion, losses and bad debts; (viii)
Termination
Fees; (ix) Subordinated Incentive Fees; (x) Asset Management Fees
payable
under this Agreement and the corresponding fees payable under the
Management
Agreement and (xi) Loan
