Looking for an agreement? Search from over 1 million agreements now.
Home > Agreement Preview

Third Amendment To Business Management Agreement

This is an actual contract by Commonwealth Reit.
Browse the agreement preview below and buy the entire agreement for $35
Search This Document
Exhibit 10.3





THIRD AMENDMENT TO BUSINESS MANAGEMENT AGREEMENT





THIS THIRD AMENDMENT TO BUSINESS MANAGEMENT AGREEMENT, dated as of October 29, 2010 (the " Amendmentnone" ), by and between CommonWealth REIT, formerly known as HRPT Properties Trust, a Maryland real estate investment trust (the " Companynone" ), and Reit Management & Research LLC, a Delaware limited liability company (the " Managernone" ).



WHEREAS, the Company and the Manager are parties to a Business Management Agreement, dated as of June 8, 2009 (as previously amended, the " Business Management Agreementnone" ); and



WHEREAS, the Company and the Manager wish to amend the Business Management Agreement as further provided in this Amendment;



NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows:





1. Section 10 of the Business Management Agreement is hereby replaced in its entirety to read as provided below, and commencing on the date that the Company completes its acquisition of MacarthurCook Industrial Property Fund, the determination of all Fees (as defined below in such Section 10) shall be made in accordance with such Section 10 of the Business Management Agreement as so amended hereby:





10. Compensationnone .







(a) The Manager shall be paid, for the services rendered by it to the Company pursuant to this Agreement, an annual management fee (the " Management Feenone" ). The Management Fee for each full fiscal year shall equal the sum of (i) seven tenths of one percent (0.7%) of the Annual Average Invested Capital (as defined below) up to $250,000,000, plus (ii) one half of one percent (0.5%) of the Annual Average Invested Capital exceeding $250,000,000, plus (iii) one percent (1.0%) of the Annual Average Foreign Invested Capital. The Management Fee shall be prorated for any partial fiscal year of the Company during the term of this Agreement.







(b) In addition, the Manager shall be paid an annual incentive fee (the " Incentive Feenone" ) for each fiscal year of the Company, consisting of a number of shares of the Company' s common shares of beneficial interest (" Common Sharesnone" ) with an aggregate value (determined as provided below) equal to fifteen percent (15%) of the product of (i) the weighted average Common Shares of the Company outstanding on a fully diluted basis during such fiscal year and (ii) the excess if any of FFO Per Share (as defined below) for such fiscal year over the FFO Per Share for the preceding fiscal year. In no event shall the aggregate value of the Incentive Fee (as determined pursuant to the immediately preceding sentence) payable in respect of any fiscal year exceed $.01 (the " Per Share Amountnone" ) multiplied by the weighted average number of Common Shares outstanding on








a fully diluted basis during such fiscal year. (The Management Fee and Incentive Fee are hereinafter collectively referred to as the " Feesnone" .)







(c) For purposes of this Agreement: (i) " Annual Average Foreign Invested Capitalnone" of the Company shall mean the average of the aggregate historical cost (calculated as provided below) of the Foreign Assets (as defined below), all before reserves for depreciation, amortization, impairment charges or bad debts or other similar noncash reserves, computed by taking the average of such values at the end of each month during such period; (ii) " Annual Average Invested Capitalnone" of the Company shall mean the average of the aggregate historical cost of the consolidated assets of the Company and its subsidiaries, excluding the Foreign Assets, invested, directly or indirectly, in equity interests in or loans secured by real estate and personal property owned in connection with such real estate (including acquisition related costs and costs which may be allocated to intangibles or are unallocated), all b
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |