CWI 2015 Q1 10-Q EXH 10.3






Exhibit 10.3








SECOND AMENDMENT TO ADVISORY AGREEMENT
THIS SECOND AMENDMENT TO THE ADVISORY AGREEMENT (this “Amendment”) dated as of May 12, 2015, with an effective date of February 9, 2015, is among CAREY WATERMARK INVESTORS INCORPORATED, a Maryland corporation ("CWI 1"), CWI OP, LP, a Delaware limited partnership of which CWI 1 is a general partner (the "Operating Partnership"), and CAREY LODGING ADVISORS, LLC, a Delaware limited liability company (the "Advisor").
W I T N E S S E T H:
WHEREAS, CWI 1, the Operating Partnership and the Advisor have entered into that certain Advisory Agreement, dated as of September 15, 2010, and a First Amendment to the Advisory Agreement, dated January 24, 2014 (as amended, modified or supplemented, the “Agreement”); and
WHEREAS, CWI 1, the Operating Partnership and the Advisor have agreed to amend the Agreement in accordance with the terms and conditions set forth herein. 
NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Definitions.  All capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
2.    Expenses.  
a.    The following Subsection 10(b) is hereby added immediately after Subsection 10(a)(xvii) of the Agreement:
(b)    Expenses described in clause (xvii) of Section 10(a) and any other expenses described in Section 10(a) that are shared expenses of CWI 1 and Carey Watermark Investors 2 Incorporated (“CWI 2”), shall be allocated between them based upon the percentage that CWI 1's or CWI 2's, as applicable, total revenues for the most recently completed four fiscal quarters represent of the combined total revenues for such period of CWI 1 and CWI 2 (provided that if any such entity has not been in operation for the full four quarter period, the period for which such entity has been in operation shall be annualized), or such other methodology as may be approved by the Board (including a majority of the Independent Directors).  No reimbursement shall be made for the cost of personnel to the extent that such personnel are used in transactions for which the Advisor receives a separate transaction fee.
The remainder of Section 10 of the Agreement should be suitably re-numbered to accommodate the addition of Subsection 10(b).



 




3.    No Further Modification.  Except as modified hereby, the Agreement shall remain in full force and effect, and as modified hereby, the Agreement is ratified and confirmed in all respects.
4.    Representations and Warranties.  CWI 1, the Operating Partnership and the Advisor each hereby represent and warrant that it has full right, power and authority to enter into this Amendment and that the person executing this Amendment on behalf of CWI 1, the Operating Partnership and the Advisor, respectively, is duly authorized to do so.  
5.    Counterparts; Electronic Signatures.  This Amendment may be executed in one or more counterparts, each of which shall constitute an original and all of which when taken together shall constitute one and the same instrument.  An executed facsimile or .pdf of this Amendment may be relied upon as having, and shall be deemed to have, the same force and effect as an original.
6.    Governing Law.  This Amendment shall be governed by the laws of the State of New York, without giving effect to any principles regarding conflict of laws.




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Exhibit 10.3






IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Advisory Agreement as of the day and year first above written.


CAREY WATERMARK INVESTORS
INCORPORATED




By:  /s/ Susan C. Hyde    
Name:    Susan C. Hyde
Title:    Managing Director and Secretary






CWI OP, LP
By:  CAREY WATERMARK INVESTORS
INCORPORATED, its general partner




By:  /s/ Hisham A. Kader    
Name:    Hisham A. Kader
		
	Title:
	Chief Financial Officer and Chief Accounting Officer








CAREY LODGING ADVISORS, LLC
By:  CAREY ASSET MANAGEMENT CORP.,
its sole member




By:  /s/ Thomas E. Zacharias    
Name:    Thomas E. Zacharias
		
	Title:
	Managing Director and Chief Operating Officer