Exhibit 10.1


 


AMENDMENT NO. 2 TO ADVISORY AGREEMENT


 


This AMENDMENT NO. 2 TO ADVISORY AGREEMENT
is made as of June 6, 2018 by and among New York REIT, Inc., a Maryland corporation (together with its subsidiaries, the “Company”),
New York Recovery Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”),
and Winthrop REIT Advisors LLC, a Delaware limited liability company (the “Service Provider”).


 


RECITALS


 


WHEREAS, the Company, the Operating
Partnership and the Service Provider entered into that certain Advisory Agreement, dated as of December 19, 2016, pursuant to which
the Company and the Operating Partnership appointed Service Provider to (i) serve during the Interim Period as their exclusive
advisor with respect to the POL Matters and provide those services set forth in section 3(a) thereof, and (ii) serve as
their advisor from and after the Transition Date, to perform the Services set forth therein in each case on the terms and subject
to the conditions set forth in the Advisory Agreement and subject to the supervision of the Board (as amended by that certain Amendment
No. 1 to Advisory Agreement, made as of February 28, 2018, the “Advisory Agreement”);


 


WHEREAS, the Company intends to either
transfer its assets to a liquidating trust or covert into a liquidating entity (the “Conversion”); and


 


WHEREAS, pursuant to Section 23 of
the Advisory Agreement, the Company, the Operating Partnership and the Service Provider desire to make certain amendments to the
Advisory Agreement;


 


NOW, THEREFORE, in consideration
of the promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound, hereby agree as follows:


 


		1.	Capitalized Terms. Capitalized terms used herein but not specifically defined herein shall have the meaning ascribed
to such terms in the Advisory Agreement.



 


		2.	Cost of Assets. In determining the Cost of Assets for purposes of calculating the Management Fee payable to Service
Provider pursuant to Section 10(a)(i) of the Advisory Agreement, the cost attributed to the Viceroy Hotel property, located at
120 West 57th Street, New York, New York, shall, for each month from and after April 2018, be based on the then-current book value
of such property.



 






     


     


    

 


		3.	Post-Conversion Fees. From the Conversion until the termination of the Advisory Agreement, the Company shall not pay
the Asset Management Fee to Service Provider and shall instead shall pay to Service Provider a monthly fee (the “Post-Conversion
Fee”) equal to $100,000 (prorated for any partial month) as compensation for Services rendered by Service Provider and
its Affiliates in connection with the management of the Company’s Assets. Notwithstanding anything in the Advisory Agreement
to the contrary, including Sections 10(a), 10(b) and 10(d) of the Advisory Agreement, no fee or payment other than the Post-Conversion
Fee shall be paid to Service Provider or any of its Affiliates by the Company or the Operating Partnership following the Conversion;
provided that if, following the Conversion, the principal executive and financial officers of the liquidating entity are
required to submit certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, then the Post-Conversion Fee shall
be increased by an amount to be agreed between the Service Provider and the Independent Directors.



 


		4.	Term of Agreement. Section 15 of the Advisory Agreement is hereby deleted in its entirety and replaced with the following:



 


“TERM OF AGREEMENT.  This Agreement shall
continue in force until the earlier of (i) the effective time of the Conversion and (ii) the date that is six (6)
months following the date hereof (the “Initial Term”) and thereafter shall renew automatically for successive
one month periods (each, an “Automatic Renewal Term”) unless a majority of the Independent Directors
or Service Provider elect to terminate this Agreement in accordance with Section 16 hereof; provided, however,
that this Agreement shall terminate automatically at the effective time of the dissolution of the Company in accordance with a
Plan of Liquidation, if the assets of the Company are not transferred to a liquidating trust and the Company is not converted into
a liquidating entity or, if the assets of the Company are transferred to a liquidating trust (or the Company is converted into
a liquidating entity), the final disposition of the assets and liabilities transferred by the liquidating trust or entity.”


 


		5.	Termination by the Parties. Section 16 of the Advisory Agreement is hereby deleted in its entirety and replaced with
the following:



 


“TERMINATION BY THE PARTIES. This Agreement
may be terminated at the expiration of the Initial Term or any Automatic Renewal Term by (x) a majority of the Independent
Directors, without Cause and without penalty, upon written Notice forty-five (45) days’ prior to the end of such term or
(y) Service Provider, without Cause and without penalty, upon written Notice forty-five (45) days’ prior to the end
of such term. Notwithstanding the foregoing, this Agreement (a) shall terminate automatically upon a Change of Control,
(b) may be terminated upon fifteen (15) days’ written Notice by a majority of the Independent Directors with
Cause, and (c) may be terminated upon fifteen (15) days’ written Notice by a majority of the Independent Directors
if (i) the chief executive officer of the Company resigns or is otherwise unavailable to serve as chief executive officer
of the Company for any reason and (ii) Service Provider has not proposed a new chief executive officer who is ready, willing
and able to serve as chief executive officer and is acceptable to a majority of the Independent Directors in the good faith exercise
of their discretion. The provisions of Sections 18 through 30 (inclusive) of this Agreement shall survive any expiration
or earlier termination of this Agreement.”


 






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		6.	Compensation of Chief Executive Officer. From and after March 1, 2018, the Company shall reimburse the Advisor for the
compensation of Wendy Silverstein as chief executive officer of the Company or otherwise, in such amounts as may be agreed between
the Advisor and the Company from time to time.







		7.	Effect of the Agreement. Except as modified by this Amendment No. 2, all of the terms of the Advisory Agreement are
hereby ratified and confirmed and shall remain in full force and effect. This Amendment No. 2 shall be construed as one with the
Advisory Agreement, and the Advisory Agreement shall, where context requires, be read and construed so as to incorporate this Amendment
No. 2.



 


		8.	General Provisions. The terms and provisions of Sections 22 through 30 (inclusive) of the Advisory Agreement are hereby
incorporated by reference as if set forth herein in their entirety and shall apply mutatis mutandis to this Amendment No.
2.



 


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the undersigned have
executed this Amendment No. 2 as of the date first written above.


 





	 	NEW YORK REIT, INC.
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/
    Randolph C. Read
	 	 	Name: Randolph C. Read
	 	 	Title:   Chairman
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	NEW YORK RECOVERY OPERATING PARTNERSHIP, L.P.
	 	 	 
	 	 
	 	By:	New York REIT, Inc., its general partner
	 	 	 
	 	 	 
	 	By:	/s/
    Randolph C. Read
	 	 	Name: Randolph C. Read
	 	 	Title:   Chairman
	 	 	 
	 	 	 
	 	 	 
	 	WINTHROP REIT ADVISORS LLC
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ John Garilli
	 	 	Name: John Garilli
	 	 	Title:   President







 


 






    


[Signature Page to Amendment No. 2 to Agreement]