Exhibit
10.2


 


REIMBURSEMENT
AGREEMENT


 


This Reimbursement Agreement
(this “Agreement”), dated as of November 12, 2009, is made by and
between Behringer Harvard REIT I, Inc., a Maryland corporation (the “Company”),
Behringer Harvard Holdings, LLC, a Delaware limited liability company (“BHH”),
and Robert M. Behringer, an individual (the “RMB”).


 


R E C I T A L S


 


A.            WHEREAS, the Company, through its indirect, wholly-owned
subsidiary, Behringer Harvard Operating Partnership I LP, a Texas limited partnership
(“Behringer OP”), is the owner of all of the undivided tenant-in-common
interests (the “Interests”) in an office building located in
Bloomington, Minnesota (“Minnesota Center”) as a result of the
transactions described below;


 


B.            WHEREAS, 85.5324% of Interests were initially held by
Behringer Harvard Minnesota Center TIC I, LLC (“TIC I”), a Delaware
limited liability company formed by BHH, which in turn is controlled by RMB,
and TIC I offered and sold those Interests to third parties not related to the
Company, BHH or their subsidiaries (the “TIC Holders”);


 


C.            WHEREAS, 14.4676% of the Interests are held by Behringer
Harvard TIC II, LLC (“TIC II”), a Delaware limited liability company and
wholly owned subsidiary of Behringer OP;


 


D.            WHEREAS, each of the TIC Holders and TIC II became a “Borrower”
(as defined in the Greenwich Loan Agreement) under a loan agreement by and
among the TIC Holders, TIC II and Greenwich Capital Financial Products, Inc.,
dated as of October 15, 2003, as amended on April 26, 2006 (the “Greenwich
Loan Agreement”);


 


E.             WHEREAS, in connection with the Greenwich Loan
Agreement, each of BHH and RMB agreed to guaranty certain obligations of the
Borrowers under certain conditions pursuant to the Guaranty of Recourse
Obligations made by BHH and RMB in favor of Greenwich Capital Financial
Products, dated as of October 15, 2003 (the “Guaranty Agreement”), under
the Greenwich Loan Agreement (the “Guaranty”);


 


F.             WHEREAS, the Company, through Behringer OP, subsequently
purchased all of the Interests owned by TIC Holders;


 


G.            WHEREAS, in connection with the purchase of the
outstanding Interests from the TIC Holders, Behringer OP agreed to indemnify the
TIC Holders for any losses or liability they incurred in connection with or
under the Greenwich Loan Agreement as a result of also being a Borrower;


 


H.            WHEREAS, the Company’s board of directors acknowledges
and agrees that BHH and RMB agreed to enter into the Guaranty Agreement as an
accommodation to all of the TIC Holders and Borrowers, including TIC II;


 

















 


I.              WHEREAS, the Company, through Behringer OP, controls
all decisions relating to all of the obligations arising under the Greenwich
Loan Agreement; and


 


J.             WHEREAS, consistent with its obligation to directors and
officers and the Company’s advisor and in consideration of BHH’s and RMB’s
continued service to the Company, the Company is desirous of reimbursing BHH
and RMB should each of them or either of them incur liabilities, costs or
expenses each of them may incur under the Guaranty.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the foregoing recitals and mutual covenants and conditions
hereinafter contained, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:


 


1.             Incorporation
of Recitals. The recitals set forth above are hereby
incorporated and made a part of this Agreement.


 


2.             Company Reimbursement.
Subject to the terms and conditions contained herein, the Company shall
reimburse BHH and RMB, or either of them, and each of them, for any “Guaranteed
Obligations,” that either or each of them becomes obligated or liable for under
the Guaranty Agreement.  For purposes of
this Agreement, “Guaranteed Obligations” shall have the meaning ascribed
to the term in the Guaranty Agreement.


 


3.             Reimbursement
Notice.  Any request for
reimbursement shall be made in writing by the party seeking reimbursement and
delivered to the Company (a “Reimbursement Notice”).  The Reimbursement Notice shall include a
detailed and itemized list of all Guaranteed Obligations for which BHH and RMB,
or either of them, have become obligated or incurred liability, including costs
arising therefrom such as the reasonable fees and costs of counsel.


 


4.             Company
Response.  The Company
shall either object or pay all amounts set forth in the Reimbursement Notice
within ten (10) business days of receipt by check paid to the order of, or
wire transfer to the account of, BHH or RMB, as applicable.  If the Company objects, it shall deliver
notice to BHH or RMB, as applicable, of the objection within fifteen (15) days
of receiving the Reimbursement Notice detailing the reasons for its objection
(the “Objection Notice”); provided, however, that the Company may not
object to any amounts which constitute Guaranteed Obligations; provided further
that, the Objection Notice, to be timely, shall be accompanied by a check or
wire transfer for amounts not in dispute including any portion of the
Reimbursement Notice that seeks reimbursement for Guaranteed Obligations.


 


5.             Notices.
All notices or other communications required or permitted to be given or
delivered hereunder shall be deemed to have been properly given or delivered to
the following address: (i) when delivered personally or by commercial
messenger; (ii) one business day following deposit with a recognized
overnight courier service, provided the deposit occurs prior to the deadline
imposed by the overnight courier; or (iii) when transmitted, if sent by
facsimile copy, provided confirmation of receipt is received by sender and the
notice is sent by an additional method provided hereunder, in each case above
provided the notice or other communication is addressed to the intended recipient
thereof as set forth below.


 


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  Company:

  	
  Behringer
  Harvard REIT I, Inc.

  
	
   

  	
  15601
  Dallas Parkway, Suite 600

  
	
   

  	
  Addison,
  TX 75001

  
	
   

  	
  Attn:
  Chief Legal Officer

  
	
   

  	
  Telephone:

  	
  (214)
  655-1600

  
	
   

  	
  Facsimile:

  	
  (214)
  655-1610

  
	
   

  	
   

  
	
  BHH or RMB:

  	
  Robert
  M. Behringer

  
	
   

  	
  15601
  Dallas Parkway, Suite 600

  
	
   

  	
  Addison,
  TX 75001

  
	
   

  	
  Telephone:

  	
  (214)
  655-1600

  
	
   

  	
  Facsimile:

  	
  (214)
  655-1610

  



 


6.             Counterparts.
This Agreement may be executed in one or more counterparts, all or which taken
together shall constitute one and the same agreement, and shall become effective
when the counterparts have been signed by each party hereto and delivered to
the other parties hereto.


 


7.             Jurisdiction
and Venue. This Agreement shall be construed, performed and
enforced in accordance with, and governed by, the internal laws of the State of
Texas,  without giving effect to the
principles of conflicts of laws thereof. 
Venue for any action arising herefrom shall be in Dallas, Dallas County,
Texas, and the parties hereto submit themselves to the jurisdiction of the
state and federal courts of Dallas, Dallas County, Texas.


 


8.             Amendments.
This Agreement may be amended or modified, and any of the terms, covenants,
representations, warranties or conditions hereof may be waived, only by a
written instrument executed by the parties hereto, or in the case of a waiver,
by the party waiving compliance.


 


9.             Headings.
The descriptive headings in this Agreement are for reference purposes only and
shall not affect the meaning or interpretation of this Agreement.


 


10.           Severability.
In the event that any part of this Agreement is declared by any court or other
judicial or administrative body to be null, void or unenforceable, said
provision shall survive to the extent it is not so declared, and all of the
other provisions of this Agreement shall remain in full force and effect.


 


11.           Successor and Assigns.
All references herein to the Company or Indemnitee hereunder shall be deemed to
include all successors and assigns of the Company or the Indemnitee, as
applicable.


 


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


 


	
   

  	
  BEHRINGER
  HARVARD REIT I, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert S. Aisner

  
	
   

  	
  Name:

  	
  Robert
  S. Aisner

  
	
   

  	
  Its:

  	
  Chief
  Executive Officer and President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BEHRINGER
  HARVARD HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert M. Behringer

  
	
   

  	
  Name:

  	
  Robert
  M. Behringer

  
	
   

  	
  Its:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert M. Behringer

  
	
   

  	
   

  	
  Robert
  M. Behringer, Individually

  



 


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