Exhibit 10.6
AMENDMENT NO. 5
TO THE
ADVISORY AGREEMENT
This amendment no. 5 to the Advisory
Agreement dated as of November 8, 2008 (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 May 8, 2009 (the
“Amendment”). Capitalized terms used herein but not
defined shall have the meaning set forth in the Advisory Agreement
and Amendment no. 1 to the Advisory Agreement dated January 7,
2009.
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 June 30, 2009 exceeds the amount of the
Company’s Funds from Operations from January 1, 2006
through June 30, 2009. Advisor further agrees that the Company
will only be obligated to reimburse the Advisor for the Advance if
and to the extent that the Company’s cumulative Funds from
Operations for the
