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
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/
  Thomas F. August

  
	
   

  	
  Name:

  	
  Thomas
  F. August

  
	
   

  	
  Its:

  	
  Chief
  Executive Officer

  



 


 


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