Exhibit 10.1


 


AGREEMENT


 


This AGREEMENT (the “Agreement”) is made and entered
into as of this 13th day of November, 2008 by and among BEHRINGER HARVARD REIT
I, INC., a Maryland corporation (“BH REIT”), BEHRINGER HARVARD OPERATING
PARTNERSHIP I LP, a Texas limited partnership (“BH OP”), BEHRINGER
ADVISORS, LLC, a Texas limited liability company (“Advisor”), HPT
MANAGEMENT SERVICES LP, a Texas limited partnership (the “Manager”) and
BEHRINGER HARVARD TIC MANAGEMENT SERVICES LP, a Texas limited partnership (the “TIC
Manager,” and together with BH REIT, BH OP, Advisor and Manager, the “Parties”).


 


WHEREAS, BH REIT, BH OP
and Manager previously entered into that certain Fifth Amended and Restated
Property Management and Leasing Agreement dated May 15, 2008, as amended
by the First Amendment to the Fifth Amended and Restated Property Management
and Leasing Agreement dated June 25, 2008 and the Second Amendment to the
Fifth Amended and Restated Property Management and Leasing Agreement dated August 13,
2008 and as partially assigned under the Property Management and Leasing Agreement
Transfer dated April 1, 2008 (as amended and assigned, the “PM
Agreement”).


 


WHEREAS, BH REIT and the
Advisor previously entered into that certain Fifth Amended and Restated
Property Management and Leasing Agreement dated December 29, 2006, as
amended by the First Amendment to the Fifth Amended and Restated Property
Management and Leasing Agreement dated June 25, 2008 and as partially
assigned under the Assignment of Advisory Management Agreement dated September 27,
2007 (as amended and assigned, the “AM Agreement”).


 


WHEREAS, BH OP owns
tenant-in-common interests in various properties (the “TIC Properties”)
that are subject to tenant-in-common agreements that set forth property
management and asset management fees to be paid to TIC Manager.


 


WHEREAS, the Parties desire
to enter this Agreement to clarify when property management fees are payable for
the TIC Properties to the Manager under the PM Agreement and when advisory
management fees are payable for the TIC Properties to the Advisor under the AM
Agreement.


 


NOW, THEREFORE, in
consideration of the premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties,
intending to be legally bound hereby, do hereby agree, as follows:


 


1.                                      Property
Management Fees.  For any and all TIC
Properties wholly owned directly or indirectly by BH REIT as listed on Exhibit A
(as may be amended from time to time), the TIC Properties shall operate under
the PM Agreement and pay all applicable fees according to the terms of the PM
Agreement.


 


2.                                      Advisory
Management Fees.  For any and all TIC
Properties wholly owned directly or indirectly by BH REIT as listed on Exhibit A
(as may be amended 


 

















 


from time to
time), the TIC Properties shall operate under the AM Agreement and pay all
applicable fees according to the terms of the AM Agreement.


 


3.                                      Effective
Date.  The Parties agree that this
Agreement is effective as of January 1, 2008.


 


4.                                      Continuing
Effect.  Except as otherwise set
forth in this Agreement, the terms of the Agreement shall continue in full
force and effect and shall not be deemed to have otherwise been amended,
modified, revised or altered.


 


[Signature pages follow.]


 


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


 


	
   

  	
  BEHRINGER HARVARD REIT I, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerald J. Reihsen, III

  
	
   

  	
   

  	
  Gerald J.
  Reihsen, III

  
	
   

  	
   

  	
  Executive Vice President –

  
	
   

  	
   

  	
  Corporate
  Development & Legal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BEHRINGER
  HARVARD OPERATING

  
	
   

  	
  PARTNERSHIP
  I LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BHR, Inc.,

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gerald J. Reihsen, III

  
	
   

  	
   

  	
   

  	
  Gerald J.
  Reihsen, III

  
	
   

  	
   

  	
   

  	
  Executive Vice President –

  
	
   

  	
   

  	
   

  	
  Corporate Development &
  Legal

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BEHRINGER ADVISORS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerald J. Reihsen, III

  
	
   

  	
   

  	
  Gerald J.
  Reihsen, III

  
	
   

  	
   

  	
  Executive Vice President –

  
	
   

  	
   

  	
  Corporate
  Development & Legal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HPT MANAGEMENT SERVICES LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerald J. Reihsen, III

  
	
   

  	
   

  	
  Gerald J.
  Reihsen, III

  
	
   

  	
   

  	
  Executive Vice President –

  
	
   

  	
   

  	
  Corporate
  Development & Legal

  



 


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  BEHRINGER
  HARVARD TIC

  MANAGEMENT SERVICES LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Behringer Harvard TIC MS GP, Inc.,

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gerald J. Reihsen, III

  
	
   

  	
   

  	
   

  	
  Gerald J.
  Reihsen, III

  
	
   

  	
   

  	
   

  	
  Executive Vice President –

  
	
   

  	
   

  	
   

  	
  Corporate
  Development & Legal

  



 


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EXHIBIT A


 


Wholly Owned TIC Properties


 


The following properties
are tenant-in-common properties wholly owned directly or indirectly by
Behringer Harvard REIT I, Inc.:


 




	
  PROPERTY

  	
   

  	
  LOCATION

  
	
  250 W. Pratt

  	
   

  	
  Baltimore, Maryland

  
	
  Travis Tower

  	
   

  	
  Houston, Texas

  






 


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