**Exhibit 10.3**

 

 

August 9, 2010

 

HPT Management Services, LLC

Behringer Harvard Real Estate Services, LLC

Behringer Harvard Opportunity ManagementServices, LLC

15601 Dallas Parkway, Suite 600

Addison, Texas 75001

 

Re:                               Deferral of Property Management Oversight Fee

 

Ladies and Gentlemen:

 

Reference is made to that certain Second Amendedand Restated Property Management and Leasing Agreement, dated as of December 29,2006, as amended (the “Property Management Agreement”), by and betweenBehringer Harvard Opportunity REIT I, Inc., a Maryland corporation (the “Company”),Behringer Harvard Opportunity OP I, LP, a Texas Limited Partnership (“BHOP”),HPT Management Services, LLC, a Texas limited liability company (“HPT”),Behringer Harvard Real Estate Services, LLC, a Texas limited liability company(“BHRES”) and Behringer Harvard Opportunity Management Services, LLC, aTexas limited liability company (“BHOMS” and collectively with HPT andBHRES, “BH Property Management”). Capitalized terms used herein but not defined herein shall have themeanings set forth in the Property Management 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 Property Management Oversight Fees.  Notwithstanding anything to thecontrary contained in the Property Management Agreement, BH PropertyManagement, on behalf of itself and its Affiliates, and its and theirrespective successors and assigns, hereby defers until March 31, 2011 theCompany’s obligation to pay property management oversight fees accrued duringthe months of July 2010 through October 2010.

 

2.                                       Ratification; Effect on Property Management Agreement.

 

(a)                                  Ratification.  The Property Management Agreement, as amendedby this letter agreement, shall remain in full force and effect and is herebyratified and confirmed in all respects.

 

(b)                                 Effect on the Property Management. On and after the date hereof, eachreference in the Property Management Agreement to “this Agreement,” “herein,” “hereof,”“hereunder,” or words of similar import shall mean and be a reference to theProperty Management Agreement as amended hereby.

 
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3.                                       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 beaffected or rendered invalid or unenforceable by virtue of the fact that forany reason any other or others of them may be invalid or unenforceable in wholeor in part.

 

(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 |
|                                                    |                                      |                                             |
|                                                    |                                      |                                             |
|                                                    |                                      | BEHRINGER HARVARD  OPPORTUNITY OP I, LP     |
|                                                    |                                      |                                             |
|                                                    |                                      | By:                                              | BHO, Inc., its general partner |
|                                                    |                                      |                                             |
|                                                    |                                      |                                             | By: | /s/ Gerald J. Reihsen, III |
|                                                    |                                      |                                             |   | Gerald J. Reihsen, III |
|                                                    |                                      |                                             |   | Executive Vice President — Corporate |
|                                                    |                                      |                                             |   | Development & Legal |
|                                                    |                                      |                                             |
| Acknowledged and agreed, as of                          |                                      |                                             |
| the date first written above:                           |                                      |                                             |
|                                                    |                                      |                                             |
| BEHRINGER HARVARD  OPPORTUNITY MANAGEMENT SERVICES, LLC | ** **                                | ** **                                       |
|                                                    |                                      |                                             |
| By:                                                     | IMS, LLC, its manager                     |                                             |   |
|                                                    |                                      |                                             |
|                                                    | By:                                       | /s/ Gerald J. Reihsen, III                  |   |   |
|                                                    |                                      | Gerald J. Reihsen, III                      |   |   |
|                                                    |                                      | Executive Vice President — Corporate        |   |   |
|                                                    |                                      | Development & Legal                     |   |   |
|                                                    |                                      |                                             |
| HPT MANAGEMENT SERVICES,  LLC                           |                                      |                                             |
|                                                    |                                      |                                             |
| By:                                                     | /s/ Gerald J. Reihsen, III           |                                             |   |
|                                                    | Gerald J. Reihsen, III               |                                             |   |
|                                                    | Executive Vice President — Corporate |                                             |   |
|                                                    | Development & Legal              |                                             |   |
|                                                    |                                      |                                             |
| BEHRINGER HARVARD  REAL ESTATE SERVICES, LLC            | ** **                                | ** **                                       |
|                                                    |                                      |                                             |
| By:                                                     | /s/ Gerald J. Reihsen, III           |                                             |   |
|                                                    | Gerald J. Reihsen, III               |                                             |   |
|                                                    | Executive Vice President — Corporate |                                             |   |
|                                                    | Development & Legal              |                                             |   |
|                                                         |                                           |                                                  |  |  |  |  |  |

 

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