While the term of the April 24, 2008 agreement expired by its terms on June 30, 2008, and while the Renewed Agreement has a one-year term, both were terminable by either party upon 60 days' written notice without cause or penalty. In addition, the Renewed Agreement effects a phased-in reduction of the asset management fee. Through June 30, 2008 the monthly asset management fee was calculated based on an annualized fee of 0.75% of the adjusted cost of the Company's assets, where adjusted cost was generally equal to the actual amount invested on behalf of the Company in its properties and joint ventures. The Renewed Agreement requires payment of a monthly asset management fee based on an annualized fee of 0.75% of the adjusted cost of the Company's assets for the months of July, August, and September, 2008. Thereafter, the monthly asset management fee is based on an annualized fee of 0.625% of the adjusted cost of the Company's assets until the monthly payment equals $2,708,333.33 (or $32.5 million annualized). The monthly payment remains capped at that amount until the adjusted cost of the Company's assets is at least $6.5 billion, after which the monthly asset management fee is based on an annualized fee of 0.5% of the adjusted cost of the Company's assets. However, the Renewed Agreement provides that if the Company acquires the AT&T Lindbergh Center (which the Company has recently acquired), the asset management fee related to that property will immediately be 0.5%.

In addition to the reduction of the asset management fee, the Renewed Agreement changes how the limit on asset management fees is calculated. Previously, the limit (1% of net asset value) was calculated quarterly. The Renewed Agreement requires a monthly calculation of net asset value. Under the Renewed Agreement, the aggregate asset management fee payable in any three-month period is limited to 0.25% of the average of the preceding three months' net asset value calculations. In both cases, to the extent the payments exceed the limitation, the excess is credited against future asset management fee payments. Net asset value is calculated as the adjusted cost of the Company's assets less the Company's outstanding debt (excluding debt borrowed for purposes other than acquiring, improving or refinancing investment properties).