Exhibit 10.3


 





 


 


November 8, 2007


 


Behringer Advisors LP


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 (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
and forever releases and discharges the Company from its obligation to pay an
aggregate of $1,000,000 of the Asset Management Fees to the Advisor, as
provided in Section 3.01(a) of the Advisory Agreement, that would otherwise become
due and payable during the Company’s fiscal quarter beginning on July 1, 2007
and ending on September 30, 2007.


 


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.


 


[The remainder of this page
intentionally blank]


 


2

















 


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/ Gerald J. Reihsen, III

  	
   

  
	
   

  	
  Name:

  	
    Gerald J. Reihsen, III

  	
   

  
	
   

  	
  Title:

  	
    Executive Vice President – Corporate

  	
   

  
	
   

  	
   Development & Legal

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Acknowledged and agreed, as of

  	
   

  	
   

  
	
  the date first written above:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BEHRINGER ADVISORS LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
    /s/ Gerald J. Reihsen, III

  	
   

  	
   

  	
   

  
	
  Name:

  	
    Gerald J. Reihsen, III

  	
   

  	
   

  	
   

  
	
  Title:

  	
    Executive Vice President – Corporate

  	
   

  	
   

  	
   

  
	
   Development & Legal