BELCREST REALTY CORP.
AMENDMENT NO. 1
to
MANAGEMENT AGREEMENT
THIS AMENDMENT NO. 1, dated as of December 28, 1999, to the Management
Agreement dated as of November 23, 1998 (the "Agreement"), is made between the
parties to the Agreement. Capitalized terms used herein and not otherwise
defined have the meanings ascribed to them in the Agreement.
Section 2 of the Agreement is hereby amended and restated to read as
follows:
2. Compensation of the Manager. For the services, payments and
facilities to be furnished hereunder by the Manager, the Manager shall be
entitled to receive from BRC in respect of each month a monthly management
fee at the rate of 1/20th of 1% of the average daily gross investment
assets of BRC. The gross investment assets on any day means the value of
all assets of BRC, minus the sum of BRC's liabilities other than the
principal amount of money borrowed. (For this purpose, the assets and
liabilities of BRC's controlled subsidiaries are reduced by the
proportionate interests therein of investors other than BRC.) Such
compensation shall be paid monthly in arrears on the last business day of
each month. The value of BRC's assets shall be computed daily in accordance
with the by-laws of BRC and any resolutions of the directors of BRC. In
case of initiation or termination of this Agreement during any month with
respect to BRC, the fee for that month shall be based on the number of
calendar days during which it is in effect. The Manager may elect to waive
all or a portion of any monthly management fee; in the event of any such
waiver, the amount so waived shall not be due from or payable by BRC under
this Agreement for such month.
Except as amended hereby, the terms and conditions in the Agreement shall
remain unchanged and in full force in effect.
IN WITNESS HEREOF, the parties hereto have caused this Amendment No. 1 to
be executed as of the day and year first written above.
BELCREST REALTY CORPORATION
By: /s/ Thomas E. Faust Jr.
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its Executive Vice President
BOSTON MANAGEMENT AND RESEARCH
By: /s/ Alan R. Dynner
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its Vice President
