EXHIBIT 10.2
[BEHRINGER HARVARD REIT I, INC.
LETTERHEAD]
May 14, 2009
Behringer Advisors, LLC
15601 Dallas Parkway, Suite 600
Addison, Texas 75001
Re:
Waiver of Asset Management
Fees
Ladies and Gentlemen:
Reference is made to that certain
Fifth Amended and Restated Advisory Agreement, dated as of
December 29, 2006, as amended (the “ Advisory
Agreement ”), by and between Behringer Harvard REIT
I, Inc., a Maryland corporation (the “ Company
”), and Behringer Advisors, LLC, a Texas limited liability
company (the “ Advisor ”). Capitalized
terms used herein but not defined herein shall have the meanings
set forth in the Advisory Agreement.
In consideration of the mutual
agreements and covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Company and the Advisor hereby agree as
follows:
1.
Waiver of Asset Management
Fees .
Notwithstanding anything to the contrary contained in the Advisory
Agreement, the Advisor, on behalf of itself and its Affiliates, and
its and their respective successors and assigns, hereby waives the
Company’s obligation to pay $2,500,000 of the Asset
Management Fee to the Advisor, as provided in
Section 3.01(a) of the Advisory Agreement, that would
have otherwise become due and payable during each of the
Company’s second and third fiscal quarters of
2009.
2.
Ratification; Effect on Advisory
Agreement .
(a)
Ratification
. The Advisory Agreement, as
amended by this letter agreement, shall remain in full force and
effect and is hereby ratified and confirmed in all
respects.
(b)
Effect on the Advisory
Agreement . On and
after the date hereof, each reference in the Advisory Agreement to
“this Agreement,” “herein,”
“hereof,” “hereunder,” or words of similar
import shall mean and be a reference to the Advisory Agreement as
amended hereby.
3.
Miscellaneous
.
(a)
Governing Law; Venue
. This letter agreement and
the le
