Moody National Advisor I, LLC
Xxxxx National REIT I, Inc. 10-K
EXHIBIT 10.67
Xxxxx National Advisor I, LLC
0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
December 30, 2013
Xxxxx National Advisor I, LLC 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.
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 December 31, 2013 (“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.
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.
December 30, 2013
Page 2
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.
December 30, 2013
Page 3
Very truly yours, | ||
Xxxxx National Advisor I, LLC | ||
By: | /s/ Xxxxx X. Xxxxx | |
Xxxxx X. Xxxxx | ||
President and Chief Executive Officer |
December 30, 2013
Page 4
Acknowledged and Agreed on the ___ day of December, 2013:
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 |