Exhibit 10.1
FIRST AMENDMENT
TO
ADVISORY MANAGEMENT
AGREEMENT
This FIRST AMENDMENT TO THE AMENDED AND RESTATED
ADVISORY AGREEMENT (the “Amendment”) is made and
entered into as of the 10th day of March, 2009 by and between
CORNERSTONE CORE PROPERTIES REIT, INC., a Maryland corporation (the
“ Company ”), and CORNERSTONE REALTY ADVISORS, LLC, a
California limited liability company (the “ Advisor
”).
WHEREAS, the Company and the Advisor previously
entered into that certain Amended and Restated Advisory Agreement
dated December 31, 2005 which has been renewed for successive
one-year periods through December 31, 2009 (the
“Agreement”);
WHEREAS, the Company and the Advisor desire to
amend the Agreement to revise the timing and method of payment of
the Subordinated Performance Fee Due Upon Termination.
NOW, THEREFORE, in consideration of the premises
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1.
Amendment to Section 1 . Section 1 of the
Agreement is hereby amended by deleting the definition of
“Subordinated Performance Fee Due Upon Termination” in
its entirety and replacing it with the following:
Subordinated Performance Fee Due Upon
Termination means a fee payable in the form of a non-interest
bearing promissory note (the “Performance Fee Note”) in
a principal amount equal to:
(a) if (i) the sum of Company
Value plus the total Dividends paid to Stockholders through the
Termination Date exceeds (ii) the sum of the aggregate Invested
Capital plus the total Dividends required to be paid to the
Stockholders in order to pay the Stockholders' 10% Return through
the Termination Date, a fee equal to 15% of such excess
amount;
(b) if the requirements of
paragraph (a) above are not met, and (i) the sum of the
Comp
