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Exhibit
10.19
AMENDMENT NO.
1
TO THE
ADVISORY
AGREEMENT
This amendment no. 1 to the
Advisory Agreement dated as of November 8, 2007 (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 January 25, 2008 (the “Amendment”).
Capitalized terms used herein but not defined shall have the
meaning set forth in the Advisory Agreement.
WHEREAS, upon the terms set
forth in this Amendment, the Advisor has agreed to amend and
restate Article 16 of the Advisory Agreement and advance funds to
the Company upon the terms set forth below.
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:
ADVANCE
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 March 31, 2008 exceeds the amount of
the Company’s funds from operations (as defined by NAREIT)
from January 1,
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