Exhibit 10.1


 


Wachovia
Bank, N.A.


Real Estate Financial Services Group


WS 5200


One Boston Place


201 Washington Street, 27th Floor


Boston, MA 02108


 


Tel
617-603-4226


Fax 617-603-4228


 




	
  

  	
   

  	
  

  






 


 


October 19, 2007


 


 


Boston Capital Real Estate Investment Trust, Inc.


c/o Boston Capital


One Boston Place


Boston, Massachusetts  02108


 


Re:  Credit Agreement, dated as of December 6,
2006, among Boston Capital Real Estate Investment Trust, Inc., as the Borrower
(the “Borrower”), Wachovia Bank, National Association, as Administrative
Agent and L/C Issuer, Wachovia Capital Markets, LLC, as Sole Lead Arranger and
Sole Book Manager and the other Lenders party thereto, as amended by First
Amendment (“First Amendment”) dated August 10, 2007 (as so amended, the “Credit
Agreement”)


 


Reference is made to the Credit Agreement
described above.  All capitalized terms
used herein and not defined shall have the respective meanings provided such
terms in the Credit Agreement.  This
letter agreement (the “Agreement”) confirms the agreement of the Lenders
and the Borrowers to amend and waive the Credit Agreement in accordance with
Section 10.01 of the Credit Agreement as follows:


 


1.             Provided
that the Initial Maturity Date has been extended to the Extended Maturity Date
pursuant to Section 2.14 of the Agreement, the Administrative Agent and the
Lenders shall grant a request by Borrower to extend the Maturity Date from the
Extended Maturity Date to January 1, 2009 (the “Second Extended Maturity
Date”) upon and subject to satisfaction of the terms and conditions set
forth in Section 2.14 of the Agreement (as amended by the First Amendment); provided,
however, that all references to the Initial Maturity Date in Section 2.14
shall instead mean July 1, 2008.  Upon
Lender’s grant of a request for the Second Extension in accordance with this
Section 1, the Extended Maturity Date for all purposes under the Loan Documents
shall instead mean the Second Extended Maturity Date.  All terms and conditions of the Loan
Documents shall apply to the extended term. 
This Section 1 shall supercede any provisions in Section 2.13 or 10.01
of the Agreement to the contrary.


 


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2.             Borrower
hereby expressly acknowledges and agrees that, pursuant to Section 7.04, the
merger of the Borrower with or into any other entity prior to the repayment in
full of the Loan shall constitute a violation of Section 7.04 of the Loan
Agreement.


 


3.             This
Agreement is limited as specified and shall not constitute a modification,
acceptance or waiver of any other provision of the Credit Agreement.


 


4.             From
and after the date hereof, all references in the Credit Agreement to the Credit
Agreement shall be deemed to be references to the Credit Agreement as modified
hereby.


 


5.             This
Agreement may be executed in counterparts, including counterparts transmitted
by facsimile.


 


[Signature
Page Follows]


 


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IN WITNESS WHEREOF, the Lenders hereby
execute this Agreement as of the date set forth above.


 


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  BOSTON CAPITAL REAL ESTATE

  
	
   

  	
  INVESTMENT TRUST, INC., a
  Maryland

  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marc N. Teal

  	
   

  
	
   

  	
  Name: 

  	
  Marc N. Teal

  
	
   

  	
  Title: 

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL

  ASSOCIATION, as a lender and L/C Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Peter D. Leahy

  	
   

  
	
   

  	
  Name: 

  	
  Peter D. Leahy

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AGREED AND ACKNOWLEDGED

  	
   

  	
   

  
	
  As of the date set forth
  above.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Wachovia Bank, National
  Association,

  	
   

  	
   

  
	
  As Administrative Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Peter D. Leahy

  	
   

  	
   

  	
   

  
	
   

  	
  Name: 

  	
  Peter D. Leahy

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President