Boston Capital Real Estate Investment Trust Inc Sample Contracts

RECITALS
Loan Agreement • September 2nd, 2003 • Boston Capital Real Estate Investment Trust Inc • Massachusetts
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BC - GFS LLC LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • October 4th, 2004 • Boston Capital Real Estate Investment Trust Inc • Real estate investment trusts • Delaware
RECITALS
Loan Agreement • December 22nd, 2003 • Boston Capital Real Estate Investment Trust Inc • Real estate investment trusts • Massachusetts
June 22, 2005 Amended and Restated as of June 23, 2005
Dealer-Manager Agreement • July 19th, 2005 • Boston Capital Real Estate Investment Trust Inc • Real estate investment trusts • Massachusetts
PROPERTY MANAGEMENT AGREEMENT FOR PRESTON AT WILLOW BEND APARTMENTS PLANO, TEXAS
Property Management Agreement • September 21st, 2005 • Boston Capital Real Estate Investment Trust Inc • Real estate investment trusts • Massachusetts
BOSTON CAPITAL REAL ESTATE INVESTMENT TRUST, INC. c/o Boston Capital Corporation One Boston Place Boston, MA 02180-4405
Loan Agreement • April 26th, 2005 • Boston Capital Real Estate Investment Trust Inc • Real estate investment trusts

Reference is made to the Loan Agreement dated May 31, 2003 ("Loan Agreement") between Boston Capital Real Estate Investment Trust, Inc., a Maryland corporation ("Borrower") and you, as Lender. Please consider this formal written notice that the Borrower hereby requests to extend the Maturity Date of the Loan from May 31, 2005 to January 1, 2006.

RECITALS
Real Estate Sale Agreement • April 9th, 2004 • Boston Capital Real Estate Investment Trust Inc • Real estate investment trusts
Amendment No. 1 to BC-GFS LLC Limited Liability Company Agreement dated as of December 12, 2002 (the "Agreement")
Limited Liability Company Agreement • January 24th, 2005 • Boston Capital Real Estate Investment Trust Inc • Real estate investment trusts
WELLINGTON
Property Management Agreement • September 2nd, 2003 • Boston Capital Real Estate Investment Trust Inc
CREDIT AGREEMENT Dated as of December 6, 2006 Among BOSTON CAPITAL REAL ESTATE INVESTMENT TRUST, INC. as the Borrower,
Credit Agreement • December 12th, 2006 • Boston Capital Real Estate Investment Trust Inc • Real estate investment trusts • Massachusetts

This CREDIT AGREEMENT (“Agreement”) is entered into as of December 6, 2006, among BOSTON CAPITAL REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and L/C Issuer.

Exhibit 10.29 ASSIGNMENT OF REAL ESTATE SALE AGREEMENT For good and valuable consideration, the receipt of which is hereby acknowledged, BC-GFS II LLC, a Delaware limited liability company ("Assignor"), hereby assigns, transfers and sets over to...
Assignment of Real Estate Sale Agreement • April 9th, 2004 • Boston Capital Real Estate Investment Trust Inc • Real estate investment trusts

For good and valuable consideration, the receipt of which is hereby acknowledged, BC-GFS II LLC, a Delaware limited liability company ("Assignor"), hereby assigns, transfers and sets over to BC-GFS Settler's Point LLC, a Delaware limited liability company ("Assignee"), all of Assignor's right, title and interest with respect to the real property and improvements commonly known as Settler's Point Apartments, located in Taylorsville, Utah and legally described in Exhibit A attached hereto, under that certain Real Estate Sale Agreement dated March 26, 2003, as modified by Letter Agreement dated as of April 24, 2003 (collectively, the "Agreement"), originally between ERP Operating Limited Partnership, an Illinois limited partnership, as Seller, and Goodman Financial Services, Inc. ("Goodman") as Purchaser, and assigned by Goodman to Assignor pursuant to that certain Assignment of Real Estate Sale Agreement dated as of May 2, 2003.

RIDGETOP
Property Management Agreement • September 2nd, 2003 • Boston Capital Real Estate Investment Trust Inc
Property Management Agreement for Spicewood Springs Apartments Jacksonville, Florida
Property Management Agreement • May 5th, 2006 • Boston Capital Real Estate Investment Trust Inc • Real estate investment trusts • Massachusetts

This Property Management Agreement is made and entered into as of this 1st day of May, 2006, by and between BC-BAINBRIDGE SPICEWOOD LLC, a Delaware limited liability company (the “Owner”) and STEVEN D. BELL AND COMPANY, a North Carolina corporation (the “Manager”).

BOSTON CAPITAL REAL ESTATE INVESTMENT TRUST, INC. INDEPENDENT DIRECTOR STOCK OPTION PLAN FORM OF STOCK OPTION AGREEMENT
Stock Option Agreement • April 2nd, 2007 • Boston Capital Real Estate Investment Trust Inc • Real estate investment trusts • Massachusetts

THIS AGREEMENT dated as of , 20 , between Boston Capital Real Estate Investment Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), and the individual identified below, residing at the address there set out (the “Optionee”).

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Wachovia Bank, N.A. Real Estate Financial Services Group WS 5200 One Boston Place 201 Washington Street, 27th Floor Boston, MA 02108
Credit Agreement • August 16th, 2007 • Boston Capital Real Estate Investment Trust Inc • Real estate investment trusts

Re: Credit Agreement, dated as of December 6, 2006, among Boston Capital Real Estate Investment Trust, Inc., as the Borrower (the “Borrower”), Wachovia Bank, National Association, as Administrative Agent and L/C Issuer, Wachovia Capital Markets, LLC, as Sole Lead Arranger and Sole Book Manager and the other Lenders party thereto (the “Credit Agreement”)

Exhibit 10.28 ASSIGNMENT OF REAL ESTATE SALE AGREEMENT For good and valuable consideration, the receipt of which is hereby acknowledged, BC-GFS II LLC, a Delaware limited liability company ("Assignor"), hereby assigns, transfers and sets over to...
Assignment of Real Estate Sale Agreement • April 9th, 2004 • Boston Capital Real Estate Investment Trust Inc • Real estate investment trusts

For good and valuable consideration, the receipt of which is hereby acknowledged, BC-GFS II LLC, a Delaware limited liability company ("Assignor"), hereby assigns, transfers and sets over to BC-GFS Bridge Creek LLC, a Delaware limited liability company ("Assignee"), all of Assignor's right, title and interest with respect to the real property and improvements commonly known as Bridge Creek Apartments, located in Wilsonville, Oregon and legally described in Exhibit A attached hereto, under that certain Real Estate Sale Agreement dated March 27, 2003, as amended by Letter Agreement dated as of April 24, 2003 and that certain First Amendment to Real Estate Sale Agreement dated as of May 2, 2003 (collectively, the "Agreement"), originally between EQR-Bridgecreek Vistas, Inc., an Illinois corporation, as Seller, and Goodman Financial Services, Inc. ("Goodman") as Purchaser, and assigned by Goodman to Assignor pursuant to that certain Assignment of Real Estate Sale Agreement dated as of May

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 3rd, 2006 • Boston Capital Real Estate Investment Trust Inc • Real estate investment trusts • Maryland

This Indemnification Agreement (the “Agreement”) is made and entered into this day of (the “Effective Date”), by and among Boston Capital Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and (the “Indemnitee”)

Wachovia Bank, N.A. Real Estate Financial Services Group WS 5200 One Boston Place Boston, MA 02108 Tel 617-603-4226 Fax 617-603-4228 October 19, 2007 Boston Capital Real Estate Investment Trust, Inc. c/o Boston Capital One Boston Place Boston,...
Credit Agreement • October 25th, 2007 • Boston Capital Real Estate Investment Trust Inc • Real estate investment trusts

Re: Credit Agreement, dated as of December 6, 2006, among Boston Capital Real Estate Investment Trust, Inc., as the Borrower (the “Borrower”), Wachovia Bank, National Association, as Administrative Agent and L/C Issuer, Wachovia Capital Markets, LLC, as Sole Lead Arranger and Sole Book Manager and the other Lenders party thereto, as amended by First Amendment (“First Amendment”) dated August 10, 2007 (as so amended, the “Credit Agreement”)

AGREEMENT AND PLAN OF MERGER AMONG BC ACQUISITION INVESTORS, LLC BC ACQUISITION SUB, LLC AND BOSTON CAPITAL REAL ESTATE INVESTMENT TRUST, INC. DATED AS OF OCTOBER 23, 2007
Merger Agreement • October 25th, 2007 • Boston Capital Real Estate Investment Trust Inc • Real estate investment trusts • Maryland

THIS AGREEMENT AND PLAN OF MERGER, dated as of October 23, 2007 (this “Agreement”), is made and entered into by and among Boston Capital Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), BC Acquisition Investors, LLC, a Delaware limited liability company (“Parent”), BC Acquisition Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub” and together with Parent, the “Purchaser Parties”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in Section 1.01.

LOAN EXTENSION AGREEMENT
Loan Extension Agreement • January 3rd, 2006 • Boston Capital Real Estate Investment Trust Inc • Real estate investment trusts

This Loan Extension Agreement is dated as of this 28th day of December, 2005, by and between Wachovia Bank, National Association, a national banking association with a place of business at One Boston Place, Boston, Massachusetts (the “Lender”), ALLTX, LLC, a Delaware limited liability company with an office at One Boston Place, Boston, Massachusetts 02108 (the “Borrower”), in consideration of the mutual covenants contained herein and the benefits to be derived herefrom.

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