Exhibit 3.7
Amendment No. 1 to
BC-GFS LLC Limited Liability Company Agreement
dated as of December 12, 2002 (the "Agreement")
The undersigned, constituting all of the parties to the Agreement, hereby
amend Section 8.9 INDEMNIFICATION OF MANAGERS AND VENTURERS as follows:
1. Delete the second, third, fifth, sixth and seventh paragraphs thereof,
leaving only the first paragraph that defines "Operator Parties" and the fourth
paragraph that defines "Investor Indemnified Parties";
2. Add the following two paragraphs after the paragraph defining
"Investor Indemnified Parties":
The Venture shall indemnify and hold harmless each Operator Party and
each Investor Indemnified Party (the "Indemnitee") against any or all
losses or liabilities reasonably incurred by the Indemnitee in connection
with or by reason of any act or omission performed or omitted to be
performed on behalf of the Venture in such capacity, provided, that the
Indemnitee has determined, in good faith, that the course of conduct which
caused the loss or liability was in the best interests of the Venture. The
Venture shall not indemnify or hold harmless the Indemnitee if: (i) in the
case that the Indemnitee is not an Independent Director of Boston Capital
Real Estate Investment Trust, Inc. (the "Company"), the loss or liability
was the result of negligence or misconduct by the Indemnitee, or (ii) in
the case that the Indemnitee is such an Independent Director, the loss or
liability was the result of gross negligence or willful misconduct by the
Indemnitee. Any indemnification of expenses or agreement to hold harmless
shall be approved by a majority of the Independent Directors and may be
paid only out of the Net Assets of the Venture, and no portion may be
recoverable from the Company.
The Venture shall not provide indemnification for any loss, liability
or expense arising from or out of an alleged violation of federal or state
securities laws by such party unless one or more of the following
conditions are met: (a) there has been a successful adjudication on the
merits of each count involving alleged securities law violations as to the
Indemnitee, (b) such claims have been dismissed with prejudice on the
merits by a court of competent jurisdiction as to the Indemnitee; or (c) a
court of competent jurisdiction approves a settlement of the claims against
the Indemnitee and finds that indemnification of the settlement and the
related costs should be made, and the court considering the request for
indemnification has been advised of the position of the Securities and
Exchange Commission and of the published position of any state securities
regulatory authority in which securities of the Company were offered or
sold as to indemnification for violations of securities laws.
This amendment shall become effective upon the order of the Securities and
Exchange Commission declaring effective the registration statement for the
initial public offering of common stock of Boston Capital Real Estate Investment
Trust, Inc.
Executed as of January ___, 2005.
INVESTORS: BCMR SPECIAL, INC.,
a Massachusetts corporation
By:
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Name:
Title:
BCMR SEATTLE, A Limited Partnership,
a Massachusetts limited partnership
By: BCMR, Inc., a Massachusetts corporation,
its general partner
By:
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Name:
Title:
OPERATOR: GFS EQUITY MANAGEMENT LLC
By:
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Xxxx X. Xxxxxxx
Manager
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