BRI OP LIMITED PARTNERSHIP
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
AMENDMENT NO. 1 OF
AMENDED AND RESTATED
1992 CREDIT AGREEMENT
As of March 1, 1996
THE FIRST NATIONAL BANK OF BOSTON,
for Itself and as Agent
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Real Estate Division
NATIONSBANK OF TEXAS, N.A.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxxxxx, Xxxxx 00000
Attn: Real Estate Loan Administration
Ladies and Gentlemen:
BRI OP Limited Partnership, a Delaware limited partnership (the
"Borrower"), hereby agrees with each of you as follows:
1. Reference to Credit Agreement and Definitions. Reference is made to
the Amended and Restated 1992 Credit Agreement dated as of November 21,
1995 (the "Credit Agreement"), among the Borrower, Berkshire Realty
Company, Inc., certain Guarantors named therein and each of you. Terms
defined in the Credit Agreement and not otherwise defined herein are used
herein with the meanings given to them in the Credit Agreement.
2. Request for Amendment. The Borrower has advised you that it desires to
acquire all of the assets and business of The Berkshire Companies Limited
Partnership, a Massachusetts limited partnership ("BCLP"), that relate to
certain advisory services and development and rehabilitation services in
exchange for units of the Borrower to be issued to BCLP and to terminate
the advisory services agreement between the REIT and Berkshire Realty
Advisors Limited Partnership, a Massachusetts limited partnership
("BRALP"). Section 12.1(p) of the Credit Agreement provides for an Event
of Default in the event that BRALP or another Subsidiary of BCLP shall
cease to be the Advisor to the REIT. Accordingly, the Borrower hereby
requests that the Credit Agreement be amended to delete section 12.1(p).
3. Amendment. On the basis of the representations and warranties of the
Borrower set forth herein, the Credit Agreement is hereby amended to delete
section 12.1(p) in its entirety and replace it with the words "[Intentionally
omitted]; or ".
4. Representations and Warranties. In order to induce you to enter into
this Amendment, the Borrower hereby represents and warrants as follows:
4.1. Contribution Agreement. The Borrower has provided each of you
with a draft of the Advisory and Development Services Business Contribution
Agreement to be executed and delivered by and among BCLP, the REIT and the
Borrower. Such draft is in substantially final form. Without limitation
of the foregoing, the consideration to be paid to BCLP under such Agreement
shall not exceed 1,300,000 partnership units of the Borrower plus up to
$7,200,000 in incentive compensation, as provided therein.
4.2. Incorporation of Representations. Each of the representations
and warranties contained in section 6 of the Credit Agreement is true and
correct
on the date hereof, except that the Borrower has adopted an employee
benefit plan pursuant to section 401(k) of the Code. The Borrower agrees
to amend the Credit Agreement in an appropriate manner to reflect the
existence of this plan.
5. Miscellaneous. This Amendment may be executed in any number of
counterparts, which together shall constitute one instrument, shall be a
Loan Document, shall be governed by and construed in accordance with the
laws of The Commonwealth of Massachusetts (without giving effect to the
conflict of laws rules of any jurisdiction) and shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns,
including as such successors and assigns all holders of any Obligation.
If the foregoing corresponds with your understanding of our
agreement, please sign this letter and the accompanying copies thereof in
the appropriate space below and return the same to the undersigned. This
letter shall become a binding agreement among each of you and the Borrower
when both the Borrower and you shall have one or more copies hereof
executed by the Borrower, each of you and each of the Guarantors listed
below.
BRI OP LIMITED PARTNERSHIP
By Berkshire Realty Company, Inc.,
its General Partner
By:______________________________
Name:
Title:
The foregoing Amendment is
hereby agreed to.
THE FIRST NATIONAL BANK OF BOSTON,
for Itself and as Agent
By:____________________________
Name:
Title:
NATIONSBANK OF TEXAS, N.A.
By:____________________________
Name:
Title:
The foregoing Amendment is
hereby consented to.
BERKSHIRE REALTY COMPANY, INC.
By:____________________________
Name:
Title:
BRI TEXAS APARTMENTS LIMITED
PARTNERSHIP
By BRI Texas Apartments-II, Inc., its
General Partner
By:____________________________
Name:
Title:
BRI RIVER OAKS LIMITED PARTNERSHIP
By BRI River Oaks-II, Inc., its General
Partner
By:____________________________
Name:
Title:
BRI SOUTHWEST APARTMENTS LIMITED
PARTNERSHIP
By BRI Southwest Apartments-II, Inc.,
its General Partner
By:____________________________
Name:
Title:
BRI GREENTREE CORPORATION
By:____________________________
Name:
Title:
BRI TEXAS APARTMENTS-II, INC.
By:____________________________
Name:
Title:
BRI RIVER OAKS-II, INC.
By:____________________________
Name:
Title:
BRI SOUTHWEST APARTMENTS-II, INC.
By:____________________________
Name:
Title:
