FIRST AMENDMENT TO MASTER CREDIT FACILITY AGREEMENT
THIS FIRST AMENDMENT TO MASTER CREDIT FACILITY AGREEMENT (the
"First Amendment") is made as of the day of March, 1996, by
and among (I) BRI OP LIMITED PARTNERSHIP, a Delaware limited
partnership (the "Borrower"), (ii) BERKSHIRE REALTY COMPANY, INC.,
a Delaware corporation (the "REIT"), (iii) BRI RIVER OAKS LIMITED
PARTNERSHIP, a Delaware limited partnership (the "Existing
Subsidiary Guarantor"), BRI TEXAS APARTMENTS LIMITED PARTNERSHIP
and BRI HIDDEN OAKS PARTNERSHIP (collectively, with the Existing
Subsidiary Guarantor, the Subsidiary Guarantors"), (iv)
WASHINGTON MORTGAGE FINANCIAL GROUP, LTD., a Delaware corporation
(the "Lender") and (v) FEDERAL NATIONAL MORTGAGE ASSOCIATION, a
federally-chartered and stockholder-owned corporation organized and
existing under the Federal National Mortgage Association Charter
Act, 12 U.S.C. 1716 et seq. ("▇▇▇▇▇▇ ▇▇▇").
RECITALS
A. The Borrower, the REIT, the Existing Subsidiary
Guarantor and the Lender are parties to that certain Master Credit
Facility Agreement, dated as of November 17, 1995 (as amended from
time to time, the "Master Agreement").
B. All of the Lender's right, title and interest in the
Master Agreement and the Loan Documents executed in connection with
the Master Agreement or the transactions contemplated by the Master
Agreement have been assigned to ▇▇▇▇▇▇ Mae pursuant to that certain
Assignment of Master Credit Facility Agreement and Other Loan
Documents, dated as of November 17, 1995 (the "Assignment").
▇▇▇▇▇▇ ▇▇▇ has not assumed any of the obligations of the Lender
under the Master Agreement or the Loan Documents as a result of the
Assignment. ▇▇▇▇▇▇ Mae has designated the Lender as the servicer
of the Advances contemplated by the Master Agreement, and the
Lender acts as ▇▇▇▇▇▇ Mae's agent with respect to the making of
certain decisions under the Master Agreement.
C. The parties are executing this First Amendment pursuant
to the Master Agreement to reflect a conversion of all or a portion
of a Revolving Facility Credit Commitment to the Base Facility
Credit Commitment.
NOW, THEREFORE, the parties hereto, in consideration of the
mutual promises and agreements contained in this First Amendment
and the Master Agreement, and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, hereby agree as follows:
1. Conversion. The Revolving Facility Credit Commitment
shall be reduced by, and the Base Facility Credit Commitment shall
be increased by, $13,345,000, and the definitions of
"Revolving Facility Credit Commitment" and "Base Facility Credit
Commitment" are hereby replaced in their entirety by the following
new definitions:
"Base Facility Credit Commitment" means an amount equal to
$63,345,000, or such greater amount, not to exceed the Maximum
Credit Commitment, as the Borrower may elect in accordance with,
and subject to, the provisions of Article V, Article VIII or
Section 9.06.
"Revolving Facility Credit Commitment" means an amount equal
to $36,655,000, or such lesser amount as the Borrower may elect
in accordance with, and subject to the provisions of, Article IX,
or such greater amount, not to exceed $68,655,000, as the
Borrower may elect in accordance with, and subject to, the
provisions of Article VIII.
2. Maturity Date of Base Facility Advances. Section
2.02(a)(3) of the Master Agreement is hereby replaced in its
entirety by the following new provision:
(3) Maturity Date of Base Facility Advances. Regardless of the
date on which a Base Facility Advance is made, the maturity date
of each Base Facility Advance shall be a date selected by the
Borrower in its Request for a Base Facility Advance, which date
shall occur (I) with respect to any Base Facility Advance made on
or before November 30, 1998, (a) on or after the date which
completes 84 full months after the Closing Date for the Base
Facility Advance, (b) on or before the Base Facility Termination
Date and (c)on a date which completes a full month after the
Closing Date for the Base Facility Advance, and (ii) with respect
to any Base Facility Advance made after November 30, 1998, the
Base Facility Termination Date. For these purposes, the year
shall be deemed to consist of 12 30-day months. For example, the
date which completes three full months after September 15 shall
be December 15; the date which completes three full months after
November 30 shall be February 28, etc.
3. Capitalized Terms. All capitalized terms used in this
First Amendment which are not specifically defined herein shall
have the respective meanings set forth in the Master Agreement.
4. Full Force and Effect. Except as expressly modified
by this First Amendment, all terms and conditions of the Master
Agreement shall continue in full force and effect.
5. Counterparts. This First Amendment may be executed in
counterparts by the parties hereto, and each such counterpart
shall be considered an original and all such counterparts shall
constitute one and the same instrument.
6. Subsidiary Guarantors. The Subsidiary Guarantors
other than the Existing Subsidiary Guarantor are not original
parties to the Master Agreement but are executing this Agreement
to evidence their agreement to observe, and to be bound by, all
of the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
Borrower
BRI OP LIMITED PARTNERSHIP
By: Berkshire Realty Company, Inc.,
General Partner
By:
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:Senior Vice President/
Chief Financial Officer
REIT
BERKSHIRE REALTY COMPANY,
INC.
By:
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:Senior Vice President/
Chief Financial Officer
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Existing Subsidiary Guarantor
BRI RIVER OAKS LIMITED PARTNERSHIP
By: BRI River Oaks-II, Inc.,
General Partner
By:
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:Vice President and Treasurer
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
Subsidiary Guarantors
BRI HIDDEN OAKS PARTNERSHIP (formerly known as L & V Hidden Oaks
Partnership), a Texas general partnership
By: BRI Texas Apartments Limited Partnership, a
Delaware limited partnership, a General Partner
By: BRI Texas Apartments-II, Inc.,
an
Alabama corporation, General
Partner
By: (Seal)
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President and
Treasurer
BRI TEXAS APARTMENTS LIMITED PARTNERSHIP, a Delaware
limited partnership
By: BRI Texas Apartments-II, Inc., an Alabama
corporation, General Partner
By: (SEAL)
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President and
Treasurer
Lender
WASHINGTON MORTGAGE FINANCIAL GROUP,
LTD.
By:
Name:
Title:
▇▇▇▇▇▇ ▇▇▇
FEDERAL NATIONAL MORTGAGE ASSOCIATION
By:
Name:
Title: