BRI OP LIMITED PARTNERSHIP
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
AMENDMENT NO. 2 OF
REVOLVING CREDIT AGREEMENT
As of July 21, 1998
BANKBOSTON, N.A.,
for Itself and as Agent
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Real Estate Division
Ladies and Gentlemen:
Each of BRI OP Limited Partnership, a Delaware limited partnership (the
"Borrower"), and Berkshire Realty Company Inc., a Delaware corporation (the
"REIT"), and the undersigned Guarantors hereby agrees with you as follows:
1. Reference to Credit Agreement and Definitions. Reference is made to the
Revolving Credit Agreement dated as of January 30, 1998, as amended by Amendment
No. 1 thereto dated as of April 15, 1998 (as so amended, the "Credit
Agreement"), among the Borrower, Berkshire Realty Company, Inc., certain
Guarantors named therein and you. Capitalized 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. Reason for Amendment. The Borrower has requested that the aggregate
Commitments of all the Banks be increased to $180,000,000. BKB has agreed,
subject to the terms and conditions set forth in this Amendment, to provide the
additional credit, which it may assign or participate to Eligible Assignees as
provided in ss. 18 of the Credit Agreement.
3. Amendments. On the basis of the representations and warranties of the REIT
and the Borrower set forth herein and subject to the satisfaction of the terms
and conditions set forth herein, the Credit Agreement is hereby further amended,
effective as of August 7, 1998 or such earlier date of which the Borrower shall
have given the Agent three Business Days' advance written notice (the "Effective
Date"), to amend Schedule I to the Credit Agreement to read in its entirety as
provided in Schedule I attached hereto.
4. Conditions to Effectiveness of Amendment. Acceptance by the Banks of the
foregoing amendments shall be subject, without limitation, to the following
conditions:
(a) No Default or Event of Default under the Credit Agreement shall have
occurred and be continuing (other than a Default or Event of Default
which shall have been waived in writing by the Banks).
(b) All proceedings in connection with the transactions contemplated by
this Amendment shall be reasonably satisfactory in form and substance
to the Majority Banks and the Agent's Special Counsel, and the Agent
shall have received all information and such counterpart originals or
certified copies of such documents and such other certificates,
opinions or documents as the Majority Banks and the Agent's Special
Counsel may reasonably require.
(c) The Borrower shall have executed and delivered to the Agent for
redistribution to each of the Banks a replacement Revolving Credit
Note in the amount of each Bank's Commitment as set forth in Schedule
I hereto.
(d) Each of the Banks shall have received the favorable opinions addressed
to the Banks and the Agent and dated the Effective Date, in form and
substance satisfactory to the Agent, of Xxxxx X. Xxxxxxxxx, Senior
Vice President and General Counsel of the REIT and the Borrower.
(e) The Borrower shall have paid to the Agent for the benefit of the Banks
all amounts owing by the Borrower on the Effective Date pursuant to
ss. 4.9 of the Credit Agreement on account of the modification of the
Commitments on that date effected by this Amendment.
(f) BKB shall have received the compensation contemplated in the third
paragraph of the letter dated June 4, 1998 from BKB to the REIT.
5. Representations and Warranties. In order to induce you to enter into this
Amendment, each of the Borrower and the REIT hereby represents and warrants that
each of the representations and warranties contained in Section 6 of the Credit
Agreement is true and correct on the date hereof, after giving effect to the
amendments effected hereby.
6. 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.
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] 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, you and each
of the Guarantors listed below.
BRI OP LIMITED PARTNERSHIP
By Berkshire Apartments, Inc.,
its General Partner
By: /s/ Xxxxxxxx Xxxxxxxxx
---------------------------------
Xxxxxxxx Xxxxxxxxx
Senior Vice President/Chief Financial Officer
BERKSHIRE REALTY COMPANY, INC.
BERKSHIRE APARTMENTS, INC.
By: /s/ Xxxxxxxx Xxxxxxxxx
---------------------------------
Xxxxxxxx Xxxxxxxxx
Senior Vice President/Chief Financial
Officer
BRI TEXAS APARTMENTS LIMITED
PARTNERSHIP
By BRI Texas Apartments-II, Inc., its
General Partner
By: /s/ Xxxxxxxx Xxxxxxxxx
---------------------------------
Xxxxxxxx Xxxxxxxxx
Vice President and Treasurer
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BRI BENCHMARK LIMITED PARTNERSHIP
BRI COMMONS LIMITED PARTNERSHIP
By Berkshire Apartments, Inc., the General
Partner of each
By: /s/ Xxxxxxxx Xxxxxxxxx
---------------------------------
Xxxxxxxx Xxxxxxxxx
Senior Vice President/Chief Financial
Officer
BRI HUNTERS XXXX LIMITED
PARTNERSHIP
By BRI Hunters Xxxx - II, Inc.,
its General Partner
By: /s/ Xxxxxxxx Xxxxxxxxx
---------------------------------
Xxxxxxxx Xxxxxxxxx
Senior Vice President and Treasurer
Officer
BRI RIDGEVIEW CHASE LIMITED
PARTNERSHIP
By BRI Emerald, Inc., its General Partner
By: /s/ Xxxxxxxx Xxxxxxxxx
---------------------------------
Xxxxxxxx Xxxxxxxxx
Senior Vice President and Treasurer
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BRI DIAMOND RIDGE ASSOCIATES
LIMITED PARTNERSHIP
By BRI Baltimore - 31, L.L.C.,
its General Partner
By Berkshire Apartments, Inc.,
its Manager
By: /s/ Xxxxxxxx Xxxxxxxxx
---------------------------------
Xxxxxxxx Xxxxxxxxx
Senior Vice President and Chief Financial
Officer
BRI FOXGLOVE ASSOCIATES, L.L.C.
By Berkshire Apartments, Inc.
its Manager
By: /s/ Xxxxxxxx Xxxxxxxxx
---------------------------------
Xxxxxxxx Xxxxxxxxx
Senior Vice President/Chief Financial
Officer
BRI TEXAS APARTMENTS-II, INC.
By: /s/ Xxxxxxxx Xxxxxxxxx
---------------------------------
Xxxxxxxx Xxxxxxxxx
Vice President and Treasurer
BRI HUNTERS XXXX - II, INC.
By: /s/ Xxxxxxxx Xxxxxxxxx
---------------------------------
Xxxxxxxx Xxxxxxxxx
Vice President and Treasurer
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BRI EMERALD, INC.
By: /s/ Xxxxxxxx Xxxxxxxxx
---------------------------------
Xxxxxxxx Xxxxxxxxx
Senior Vice President and Treasurer
BRI BALTIMORE - 31, L.L.C.
By: Berkshire Apartments, Inc., its Manager
By: /s/ Xxxxxxxx Xxxxxxxxx
---------------------------------
Xxxxxxxx Xxxxxxxxx
Senior Vice President and Chief Financial
Officer
The foregoing Amendment is
hereby agreed to.
BANKBOSTON, N.A.,
for Itself and as Agent
By:
---------------------------------
Authorized Officer
KEYBANK NATIONAL ASSOCIATION
By:
---------------------------------
Authorized Officer
PNC BANK, NATIONAL ASSOCIATION
By:
---------------------------------
Authorized Officer
-6-
BRI EMERALD, INC.
By:
---------------------------------
Xxxxxxxx Xxxxxxxxx
Senior Vice President and Treasurer
BRI BALTIMORE - 31, L.L.C.
By: Berkshire Apartments, Inc., its Manager
By:
---------------------------------
Xxxxxxxx Xxxxxxxxx
Senior Vice President and Chief Financial
Officer
The foregoing Amendment is
hereby agreed to.
BANKBOSTON, N.A.,
for Itself and as Agent
By: /s/ [ILLEGIBLE] VP
---------------------------------
Authorized Officer
KEYBANK NATIONAL ASSOCIATION
By:
---------------------------------
Authorized Officer
PNC BANK, NATIONAL ASSOCIATION
By:
---------------------------------
Authorized Officer
-6-
BRI EMERALD, INC.
By:
---------------------------------
Xxxxxxxx Xxxxxxxxx
Senior Vice President and Treasurer
BRI BALTIMORE - 31, L.L.C.
By: Berkshire Apartments, Inc., its Manager
By:
---------------------------------
Xxxxxxxx Xxxxxxxxx
Senior Vice President and Chief Financial
Officer
The foregoing Amendment is
hereby agreed to.
BANKBOSTON, N.A.,
for Itself and as Agent
By:
---------------------------------
Authorized Officer
KEYBANK NATIONAL ASSOCIATION
By: /s/ [ILLEGIBLE]
---------------------------------
Authorized Officer
PNC BANK, NATIONAL ASSOCIATION
By:
---------------------------------
Authorized Officer
-6-
BRI EMERALD, INC.
By:
---------------------------------
Xxxxxxxx Xxxxxxxxx
Senior Vice President and Treasurer
BRI BALTIMORE - 31, L.L.C.
By: Berkshire Apartments, Inc., its Manager
By:
---------------------------------
Xxxxxxxx Xxxxxxxxx
Senior Vice President and Chief Financial
Officer
The foregoing Amendment is
hereby agreed to.
BANKBOSTON, N.A.,
for Itself and as Agent
By:
---------------------------------
Authorized Officer
KEYBANK NATIONAL ASSOCIATION
By:
---------------------------------
Authorized Officer
PNC BANK, NATIONAL ASSOCIATION
By: /s/ [ILLEGIBLE]
---------------------------------
Authorized Officer
-6-
CITIZENS BANK OF RHODE ISLAND
By: /s/ [ILLEGIBLE]
-------------------------------
Authorized Officer
MELLON BANK, N.A.
By:
-------------------------------
Authorized Officer
CRESTAR BANK
By:
-------------------------------
Authorized Officer
-7-
CITIZENS BANK OF RHODE ISLAND
By:
-------------------------------
Authorized Officer
MELLON BANK, N.A.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Authorized Officer Xxxxxx X. Xxxxx
First Vice President
CRESTAR BANK
By:
-------------------------------
Authorized Officer
-7-
CITIZENS BANK OF RHODE ISLAND
By:
-------------------------------
Authorized Officer
MELLON BANK, N.A.
By:
-------------------------------
Authorized Officer
CRESTAR BANK
By: /s/ Emz X. Xxxxxxxx
-------------------------------
Authorized Officer Emz X. Xxxxxxxx
Senior Vice President
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SCHEDULE 1
BANKS AND COMMITMENTS
Name and Commitment
Address Commitment Percentage
------- ---------- ----------
BankBoston, N.A. $80,000,000 44.44%
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Real Estate Division
Fax: (000) 000-0000
Eurodollar Lending Office:
Same as above
KeyBank National Association 25,000,000 13.89%
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000-0000
Attn:
Fax:
Eurodollar Lending Office:
PNC Bank, National Association 25,000,000 13.89%
One PNC Plaza
249 Fifth Avenue
PI-XXXX-19-2
Pittsburgh, Pennsylvania 15222-2707
Attn: Xxx Xxxxxxx
Fax: (000) 000-0000
Eurodollar Lending Office:
Same as above
-8-
Citizens Bank of Rhode Island 20,000,000 11.11 %
Xxx Xxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxx Xxxxxx 00000-0000
Attn:
Fax:
Eurodollar Lending Office:
Mellon Bank, N.A. 20,000,000 11.11%
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attn: Real Estate Loan Administration
Fax: (000) 000-0000
Eurodollar Lending Office:
Same as above
Attn: Eurodollar Funds Management
Crestar Bank 10,000,000 5.56%
0000 Xxxxx Xxxxxxxxx
Xxxxxx, Xxxxxxxx 00000-0000
Attn: Xxxxxxxxx Xxxxx
Fax: (000) 000-0000
Eurodollar Lending Office:
Same as above
------------ ----
$180,000,000 100%
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