**Exhibit10.2**

 

 

August 9, 2010

 

Behringer Harvard Opportunity Advisors I, LLC

15601 Dallas Parkway, Suite 600

Addison, Texas 75001

 

Re:                               Deferral of Fees and Cost Reimbursements

 

Ladies and Gentlemen:

 

Reference is made to that certain Amended andRestated Advisory Agreement, dated as of December 29, 2006, as amended(the “Advisory Agreement”), by and between Behringer Harvard OpportunityREIT I, Inc., a Maryland corporation (the “Company”), and BehringerHarvard Opportunity Advisors I, LLC, a Texas limited liability company (the “Advisor”).  Capitalized terms used herein but not definedherein shall have the meanings set forth in the Advisory Agreement.

 

In consideration of the mutual agreements andcovenants contained herein, and for other good and valuable consideration, thereceipt and sufficiency of which is hereby acknowledged, the Company and theAdvisor hereby agree as follows:

 

1.                                       Deferral of Asset Management Fees.  Notwithstanding anything to the contrarycontained in the Advisory Agreement, the Advisor, on behalf of itself and itsAffiliates, and its and their respective successors and assigns, hereby defersuntil March 31, 2011 the Company’s obligation to pay asset management feesaccrued during the months of May 2010 through October 2010.

 

2.                                       Deferral of Debt Financing Fees.  Notwithstanding anything to the contrarycontained in the Advisory Agreement, the Advisor, on behalf of itself and itsAffiliates, and its and their respective successors and assigns, hereby defersuntil March 31, 2011 the Company’s obligation to pay debt financing feesaccrued during the months of July 2010 through October 2010.

 

3.                                       Deferral of Cost Reimbursements.  Notwithstanding anything to the contrarycontained in the Advisory Agreement, the Advisor, on behalf of itself and itsAffiliates, and its and their respective successors and assigns, hereby defersuntil March 31, 2011 the Company’s obligation to reimburse expenses paidor incurred on behalf of the Company accrued during the months of July 2010through October 2010.

 

4.                                       Ratification; Effect on Advisory Agreement.

 

(a)                                  Ratification.  The Advisory Agreement, as amended by thisletter agreement, shall remain in full force and effect and is hereby ratifiedand confirmed in all respects.

 
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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 theAdvisory Agreement as amended hereby.

 

5.                                       Miscellaneous.

 

(a)                                  Governing Law; Venue.  This letter agreement and the legal relationsbetween the parties hereto shall be construed and interpreted in accordancewith the internal laws of the State of Texas without giving effect to itsconflicts of law principles, and venue for any action brought with respect toany claims arising out of this letter agreement shall be brought exclusively inDallas County, Texas.

 

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

 

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

 

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

 

(e)                                  Counterparts.  This letter agreement may be executed inmultiple counterparts, each of which shall be deemed to be an original asagainst any party whose signature appears thereon, and all of which shalltogether constitute one and the same instrument.  This letter agreement shall become bindingwhen one or more counterparts hereof, individually or taken together, shallbear the signatures of all of the parties reflected hereon as thesignatories.  This letter agreement, tothe extent signed and delivered by means of electronic mail or a facsimilemachine, shall be treated in all manner and respects as an original agreementor instrument and shall be considered to have the same binding legal effect asif it were an original signed version thereof delivered in person.  No party hereto shall raise the use ofelectronic mail or a facsimile machine to deliver a signature or the fact thatany signature was transmitted or communicated through the use of electronicmail or a facsimile machine as a defense to the formation or enforceability ofa 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 acopy of this letter agreement in the space indicated below.

 
|                                          |                          | Very truly yours,                                |
|-----------------------------------------------|-------------------------------|--------------------------------------------------|
|                                          |                          |                                             |
|                                          |                          | BEHRINGER HARVARD OPPORTUNITY REIT  I, INC. |
|                                          |                          |                                             |
|                                          |                          |                                             |
|                                          |                          | By:                                              | /s/ Robert S. Aisner |
|                                          |                          |                                             | Robert S. Aisner |
|                                          |                          |                                             | Chief Executive Officer and President |
|                                          |                          |                                             |
|                                          |                          |                                             |
| Acknowledged and agreed, as of                |                          |                                             |
| the date first written above:                 |                          |                                             |
|                                          |                          |                                             |
| BEHRINGER HARVARD OPPORTUNITY ADVISORS I, LLC |                          |                                             |
|                                          |                          |                                             |
| By:                                           | Harvard  Property Trust, LLC, |                                             |   |
|                                          | its  Manager                  |                                             |   |
|                                          |                          |                                             |
|                                          |                          |                                             |
|                                          | By:                           | /s/  Gary S. Bresky                              |   |   |
|                                          |                          | Gary  S. Bresky                                  |   |   |
|                                          |                          | Executive  Vice President and                    |   |   |
|                                          |                          | Chief Financial Officer                          |   |   |

 

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