Moody National Advisor I, LLC 10-Q


 


EXHIBIT 10.2


 





Moody National Advisor I, LLC


6363 Woodway Drive, Suite 110


Houston, Texas 77057


 


 


March
28, 2014


 


 


Moody
National Advisor I, LLC


6363 Woodway Drive, Suite 110


Houston, Texas 77057


 


 


Ladies and
Gentlemen:


 


Moody
National Advisor I, LLC (the “Advisor”), Moody National Operating Partnership I, L.P. (the “Operating
Partnership”), Moody Realty Company, L.P. and Moody National REIT I, Inc. (the “REIT”) are parties
to that certain Amended and Restated Advisory Agreement, dated as of August 14, 2009 (as subsequently amended, the “Advisory
Agreement”).  Capitalized terms used herein that are not otherwise defined have the respective meanings given
to them in the Advisory Agreement.


1.Waiver
of Reimbursable Expenses.


 Pursuant
to Section 10(a) of the Advisory Agreement, the Advisor is entitled to reimbursement by the REIT for all of the Total Operating
Expenses paid or incurred by the Advisor in connection with the services it provides to the REIT and the Operating Partnership
pursuant to the Advisory Agreement; provided, however, the REIT shall not reimburse the Advisor at the end of any fiscal quarter
in which Total Operating Expenses for the four consecutive fiscal quarters then ended exceed the greater of 2% of Average Invested
Assets or 25% of Net Income for such year.  Pursuant to Section 27 of the Advisory Agreement, the Advisor hereby irrevocably
waives all expenses reimbursable to the Advisor pursuant to the Advisory Agreement for the fiscal quarter ended March 31, 2014
(“Waiver Period”) to the extent such expenses have not been reimbursed to the Advisor as of the date hereof.   The
Advisor further acknowledges that all expenses incurred directly by the REIT and incurred by the Advisor on the REIT’s behalf
during the Waiver Period shall be paid by the Advisor on behalf of the REIT.



    	 



    	 



    




March 28, 2014

Page 2


 


2.Continuing
Obligation to Reimburse Organization and Offering Expenses.


For
the avoidance of doubt, nothing herein shall constitute a waiver of the obligation of the REIT to reimburse the Advisor and its
Affiliates for Organization and Offering Expenses.


3.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.


 


4. Miscellaneous.


 


(a)Governing
Law. 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 Maryland.


 


(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 the 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.


 


 


	 	Very truly yours,
	 	Moody National Advisor I, LLC
	 	 	 
	 	 	 
	 	By:  	/s/ Brett C. Moody
	 	 	Brett C. Moody
	 	 	President and Chief Executive Officer








    	 



    	 



    

 


March 28, 2014

Page 3






 


Acknowledged
and Agreed on the ___ day of March, 2014:


 


 


Moody
National REIT I, Inc. 


 


By:/s/
Brett C. Moody_______________________ 


		Name:	Brett
                                         C. Moody



		Title:	President



 


 


Moody
National Operating Partnership I, L.P. 


 


		By:	Moody
                                         National REIT I, Inc., its general partner



 


By:/s/
Brett C. Moody______________________ 


		Name:	Brett
                                         C. Moody



		Title:	President



 


 


Moody
National Realty Company, L.P. 


 


By:/s/
Brett C. Moody_______________________ 


		Name:	Brett
                                         C. Moody



		Title:	President