Exhibit 10.3


 





 


November 9, 2010


 


Behringer Advisors, LLC


15601 Dallas Parkway, Suite 600


Addison, Texas 
75001


 


Re:          Fourth
Quarter 2010 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.             Fourth
Quarter 2010 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 sets the Company’s obligation
to pay the Asset Management Fee to the Advisor at $5,000,000 for the fourth
quarter of 2010.  In doing so, the
Advisor waives the Company’s obligation to pay approximately $2.2 million in
additional asset management fees that would otherwise become due and payable
during the quarter (based on assets held as of October 1, 2010).  The parties acknowledge that the amount
waived (and all prior amounts waived) shall be included in amounts for which
the Advisor will receive credit in respect of any overpayment to the Advisor
under Section 3.05 of the Advisory Agreement.


 


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 legal relations between the parties hereto shall be construed and
interpreted in accordance with the internal laws of the State of Texas without
giving effect to its conflicts of law principles, and venue for any action
brought with respect to any claims arising out of this letter agreement shall be
brought exclusively in Dallas County, Texas.


 


(b)           Modification.  This letter agreement shall not be changed,
modified, or amended, in whole or in part, except by an instrument in writing
signed by both parties hereto, or their respective successors or assignees.


 





 

















 


(c)           Headings.  The titles and headings of the sections and
subsections contained in this letter agreement are for convenience only, and
they neither form a part of this letter agreement nor are they to be used in
the construction or interpretation hereof. 



 


(d)           Severability.  The provisions of this letter agreement are
independent of and severable from each other, and no provision shall be
affected or rendered invalid or unenforceable by virtue of the fact that for
any reason any other or others of them may be invalid or unenforceable in whole
or in part.


 


(e)           Counterparts.  This letter agreement may be executed in
multiple counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument.  This letter agreement shall become binding
when one or more counterparts hereof, individually or taken together, shall
bear the signatures of all of the parties reflected hereon as the signatories.  This letter agreement, to the extent signed
and delivered by means of electronic mail or a facsimile machine, shall be
treated in all manner and respects as an original agreement or instrument and
shall be considered to have the same binding legal effect as if it were an
original signed version thereof delivered in person.  No party hereto shall raise the use of
electronic mail or a facsimile machine to deliver a signature or the fact that
any signature was transmitted or communicated through the use of electronic
mail or a facsimile machine as a defense to the formation or enforceability of
a contract and each party hereto forever waives any such defense.


 


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If the foregoing meets with your approval,
please indicate your acceptance of this letter agreement by countersigning a
copy of this letter agreement in the space indicated below.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  BEHRINGER HARVARD REIT I, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert S. Aisner

  
	
   

  	
  Name:

  	
  Robert S. Aisner

  
	
   

  	
  Its:

  	
  Chief Executive Officer and President

  



 


 


	
  Acknowledged and
  agreed, as of

  
	
  the date first
  written above:

  
	
   

  
	
  BEHRINGER ADVISORS,
  LLC

  
	
   

  	
   

  
	
  By:

  	
  Harvard Property Trust, LLC,

  
	
   

  	
  its Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Gerald J. Reihsen, III

  	
   

  
	
   

  	
   

  	
  Gerald J. Reihsen, III

  	
   

  
	
   

  	
   

  	
  Executive Vice President —

  	
   

  
	
   

  	
   

  	
  Corporate Development & Legal