Letter Agreement Regarding Business Management Fees Between Inland American Real Estate Trust, Inc. and Inland American Business Manager & Advisor, Inc.
This letter agreement is between Inland American Real Estate Trust, Inc. and Inland American Business Manager & Advisor, Inc. It modifies their existing business management agreement to address costs related to an SEC investigation. The Business Manager agrees to reduce its management fees by the amount of certain investigation-related costs incurred by the Company, excluding legal fees and costs covered by insurance. If these costs exceed the management fee in a quarter, reductions will continue in future quarters until fully offset. The Business Manager also waives reimbursement for its own legal fees related to the investigation.
Exhibit 10.1
INLAND AMERICAN BUSINESS MANAGER AND ADVISOR
2901 BUTTERFIELD ROAD
OAK BROOK, IL 60523
May 4, 2012
Inland American Real Estate Trust, Inc.
2901 Butterfield Road
Oak Brook, IL 60523
Re: Business Management Fees
Ladies and Gentlemen:
Reference is made to that certain First Amended and Restated Business Management Agreement, dated July 30, 2007 (the Agreement), by and between Inland American Real Estate Trust, Inc., a Maryland corporation (the Company), and Inland American Business Manager & Advisor, Inc., an Illinois corporation (the Business Manager). Capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement.
The Business Manager hereby states as follows:
1. Business Management Fees. Notwithstanding anything to the contrary contained in the Agreement, in the event that the Company incurs any fees, fines, assessments or other monetary penalties or other costs associated with the SEC Matter (defined below), excluding legal fees and any such fees and costs otherwise reimbursable under any insurance policy (collectively, the Investigation Costs), in connection with the investigation by the Securities and Exchange Commission captioned In the Matter of Inland American, Inc. (the SEC Matter), in a particular calendar quarter, the Business Manager, on behalf of itself and its respective successors and assigns, hereby agrees, to the fullest extent permitted by law, to reduce any or all of the Management Fee to which it is otherwise entitled under Section 8(a) of the Agreement for the applicable quarter (the Permitted Fee), in an aggregate amount equal to the Investigation Costs incurred by the Company in the applicable quarter; provided, however, that if the amount of the Investigation Costs incurred by the Company exceeds the amount of the Permitted Fee in any particular calendar quarter, the Business Manager shall continue to reduce Permitted Fees, in the manner described herein, in the immediately following calendar quarter or quarters until the aggregate amount of the reduced Permitted Fees is equal to the aggregate Investigation Costs. Nothing hereinabove, however, shall be construed to require Inland American Business Manager and Advisor, Inc. to reimburse the Company for costs relating to any personnel who may be involved in the SEC Matter.
2. Business Manager Costs. Notwithstanding anything to the contrary contained in the Agreement, the Business Manager, in addition to the above, hereby waives any right to reimbursement from the Company with respect to any legal fees or costs incurred by the Business Manager, the Sponsor or any Affiliates thereof in connection with the SEC Matter.
Please acknowledge receipt of this letter in the space indicated below.
Very truly yours, | ||
BUSINESS MANAGER: | ||
INLAND AMERICAN BUSINESS MANAGER & ADVISOR INC. | ||
By: | /s/ Thomas McGuinness | |
Name: | Thomas McGuinness | |
Its: | President |
Acknowledged as of the date first written above:
COMPANY: | ||
INLAND AMERICAN REAL ESTATE TRUST, INC. | ||
By: | /s/ Jack Potts | |
Name: | Jack Potts | |
Its: | Treasurer and Principal Financial Officer |
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