Moody National Advisor I, LLC
Exhibit 10.1
Xxxxx National Advisor I, LLC
0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
March 28, 2012
Xxxxx National REIT I, Inc.
0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Ladies and Gentlemen:
Xxxxx National Advisor I, LLC (the “Advisor”), Xxxxx National Operating Partnership I, L.P. (the “Operating Partnership”), Xxxxx Realty Company, L.P. and Xxxxx 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.
Waiver of Asset Management Fee
Pursuant to Section 9(e) of the Advisory Agreement, the Advisor is entitled to receive an “Asset Management Fee” in an amount equal to one-twelfth of 1.0% of the aggregate cost (before non-cash reserves and depreciation) of all investments the REIT owns, including acquisition fees, origination fees, acquisition origination expenses and any debt attributable to such investments. The Advisor may elect to waive the payment of the Asset Management Fee in any month pursuant to a waiver executed by each of the parties to the Advisory Agreement. Pursuant to Section 27 of the Advisory Agreement, the Advisor hereby irrevocably waives the Asset Management Fee due to the Advisor from the REIT for the months of February 2012 and March 2012.
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 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 four fiscal quarters ended March 31, 2012 (“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.
| Very truly yours, | |||
|
Xxxxx National Advisor I, LLC
|
|||
|
By:
|
/s/Xxxxx X. Xxxxx
|
||
|
|
Xxxxx X. Xxxxx | ||
|
|
President and Chief Executive Officer | ||
Acknowledged and Agreed on the day
of March 2012:
|
|
Xxxxx National REIT I, Inc.
|
|
|
By:
|
/s/Xxxxx X. Xxxxx
|
|
|
Name:
|
Xxxxx X. Xxxxx
|
|
|
Title:
|
President
|
|
|
Xxxxx National Operating Partnership I, L.P.
|
|
|
By:
|
Xxxxx National REIT I, Inc., its general partner
|
|
|
By:
|
/s/Xxxxx X. Xxxxx
|
|
|
Name:
|
Xxxxx X. Xxxxx
|
|
|
Title:
|
President
|
|
|
Xxxxx National Realty Company, L.P.
|
|
|
By:
|
/s/Xxxxx X. Xxxxx
|
|
|
Name:
|
Xxxxx X. Xxxxx
|
|
|
Title:
|
President
|
