EXHIBIT (d)(3)
--------------
BERKSHIRE INCOME REALTY, INC.
XXX XXXXXX XXXXXX, XXXXX 0000
XXXXXX, XXXXXXXXXXXXX 00000
Xxxxx 0, 0000
Xxxxx Government Income Trust
Xxxxx Government Income Trust II
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Gentlemen:
Reference is made to the Waiver and Standstill Agreement, dated as of
August 22, 2002, by and among Xxxxx Government Income Trust ("GIT"), Xxxxx
Government Income Trust II ("GIT II" and, collectively with GIT, the "Trusts"),
Berkshire Income Realty, Inc. and Berkshire Income Realty-OP, L.P. (the "Waiver
Agreement").
This is to confirm our agreement that, notwithstanding the first
sentence of Section 2.3 of the Waiver Agreement, the expiration date of the
exemption granted by the Trusts in Section 2.1 of the Waiver Agreement is hereby
extended from March 31, 2003 to June 30, 2003. Except for the foregoing, all of
the terms and conditions of the Waiver Agreement remain in full force and
effect.
Kindly confirm the foregoing by signing below.
BERKSHIRE INCOME REALTY, INC.
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Name: Xxxxx X. Xxxxx
Title: President
BERKSHIRE INCOME REALTY-OP, L.P.
by: Berkshire Income Realty, Inc., its
General Partner
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Name: Xxxxx X. Xxxxx
Title: President
Xxxxx Government Income Trust
Xxxxx Government Income Trust II 2
Acknowledged and agreed as of the date
first above written:
XXXXX GOVERNMENT INCOME TRUST
By: /s/ Xxxxxxx Xxxxx
----------------------------------
Name: Xxxxxxx Xxxxx
Title: Chairman
XXXXX GOVERNMENT INCOME TRUST II
By: /s/ Xxxxxxx Xxxxx
----------------------------------
Name: Xxxxxxx Xxxxx
Title: Chairman
[Signature Page to Waiver Agreement Amendment]
