Exhibit 10.25




 




FOURTH MODIFICATION AGREEMENT




 




This Fourth Modification Agreement is made and entered into as of the

31st day of December, 2002 by and among KRUPP GOVERNMENT INCOME

TRUST, a Massachusetts business trust (“GIT”), MC NAB-K C 3 LIMITED PARTNERSHIP,

a Massachusetts limited partnership (the “Partnership”), and KRUPP GP, INC., a

Massachusetts corporation, GEORGE KRUPP, an individual and DOUGLAS KRUPP, an

individual (collectively, the “Partners”).




 




WHEREAS, the Partnership agreed to pay additional interest to GIT

pursuant to a Subordinated Promissory Note (the “Subordinated Note”) made by

the Partnership in favor of GIT, which is secured by a Subordinated Multifamily

Mortgage, Assignment of Rents and Security Agreement (the “Subordinated

Mortgage”) dated December 28, 1990 (collectively, the “Subordinated Loan

Documents”);




 




WHEREAS, the Partners have executed an Additional Loan Agreement and an

Additional Loan Note evidencing additional indebtedness of the Partners to GIT

of Two Million Four Hundred Seventy-One Thousand Two Hundred Ninety-Four and

No/100 Dollars ($2,471,294.00) (the “Additional Loan”), which Additional Loan

is secured by Pledge and Security Agreements and UCC financing statements with

all documents dated December 28, 1990 (collectively, the “Additional Loan

Documents”);




 




WHEREAS, certain terms of the Subordinated Loan Documents and the

Additional Loan Documents have been modified in the Modification Agreement

dated May 1997, the Extension and Second Modification to the Additional Loan Agreement

and Additional Loan Note dated July 1, 2002 and the Extension of and Third

Modification to the Additional Loan Agreement and Additional Loan Note dated

September 1, 2002 (collectively, the “Modification Agreements”);




 




WHEREAS, in accordance with the terms of the Subordinated Loan

Documents, the Additional Loan Documents and the Modification Agreements,

unless extended, the terms of the Additional Loan Note expire on December 31,

2002;




 




WHEREAS, the undersigned parties have mutually agreed to extend the

terms of the Additional Loan Documents and to further modify the terms of the

Subordinated Loan Documents and the Additional Loan Documents;




 




NOW THEREFORE, in consideration of the foregoing recitals, the mutual

covenants hereinafter set forth, and other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, intending to be

legally bound, the undersigned parties hereby agree as follows:




 




1.             Extension of Additional Loan Note




 




Section A of the Additional Loan Note, which previously has been

amended in certain of the Modification Agreements, is amended to read in its

entirety as follows:




 




A.      Unless otherwise

accelerated as provided herein or in the Additional Loan Agreement, the

outstanding principal balance shall be payable on December 31, 2003 (the

“Payment Date”).




 




2.             Acceleration of Maturity




 




Section 3.A. of the Subordinated Promissory Note is hereby amended to

reduce from twelve (12) calendar months to six (6) calendar months the period

by which GIT must give written notice to the Partnership of GIT’s decision to

accelerate the Maturity Date of the Subordinated Note in accordance with

Section 3 of the Subordinated Note.




 




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Section 6. of the Additional Loan Agreement is hereby amended to reduce

from twelve (12) calendar months to six (6) calendar months the period by which

GIT must give written notice to the Partners of GIT’s decision to accelerate

the Payment Date of the Additional Loan Note in accordance with Section 6 of

the Additional Loan Agreement.




 




3.             Determination of Project Value




 




Notwithstanding any provision to the contrary contained in the

Subordinate Loan Documents, the Additional Loan Documents or the Modification

Agreements, the undersigned parties agree that the value of the Project, for

purposes of determining the Payment Obligations under the Section 6 of the

Modification Agreement shall be as follows:




 




•                  A.            In the event that the Project is

sold, the Payment Obligation shall be based on the sales price of the Project,

provided there is an executed purchase and sale agreement for a bone fide

arms-length transaction with a non-related third party purchaser no later than

July 1, 2003.  If the Project is not

under such a purchase and sale agreement by July 1, 2003, the Payment

Obligation shall be based on the greater of any ensuing sales price or a

$19,000,000 Value.




 




•                  B.            In the event that the Project is

refinanced, the Payment Obligation shall be based on the greater of the value

of the Project as determined by an appraisal that is prepared in accordance

with the Subordinate Loan Documents at the time of the refinancing transaction

or a $19,000,000 Value.  At that time,

GIT may exercise discretion as to whether it will agree to an appraised value

prepared for the refinancing lender in lieu of requiring a separate appraisal.




 




•                  C.            In the event that the Project is

neither sold nor refinanced prior to the Payment Date, the Payment Obligation

shall be based on a $19,000,000 Value if a permitted prepayment occurs prior to

July 31, 2003 or based on the greater of an appraisal that is prepared in

accordance with the Subordinate Loan Documents at the time of the prepayment or

a $19,000,000 Value.




 




4.             Conditions

Precedent




 




Notwithstanding any contrary provision, this document is not effective

unless and until GIT receives counterparts of this document executed by each

party named on the signature page or pages of this document.




 




5.             Ratifications




 




To induce GIT to enter into this document, the Partnership and the

Partners (a) ratify and confirm all provisions of the Subordinate Loan

Documents, the Additional Loan Documents and the Modification Agreements as

amended by this document, (b) ratify and confirm that all guaranties,

assurances, and Liens (as defined in the Subordinate Loan Documents, the

Additional Loan Documents and the Modification Agreements) granted, conveyed,

or assigned to GIT under the Subordinate Loan Documents, the Additional Loan

Documents and the Modification Agreements (as they have been renewed, extended,

and amended) are not released, reduced, or otherwise adversely affected by this

document and continue to guarantee, assure, and secure full payment and

performance of the present and future indebtedness arising hereunder, and (c)

agree to perform those acts and duly authorize, execute, acknowledge, deliver,

file, and record those additional documents as GIT may request in order to

create, perfect, preserve, and protect those guarantees, assurances, and Liens.




 




6.             Representations




 




To induce GIT to enter into this document, the Partnership and Partners

represent and warrant to GIT that 




 




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as of the date of this document (a) the Partnership and Partners have

all requisite authority and power to execute, deliver and perform their

respective obligations under this document, which execution, delivery, and

performance have been duly authorized by all necessary corporate action in the

case of Krupp GP, Inc., require no action by or filing with any governmental

authority, do not violate any of Krupp GP, Inc.’s organizational documents or

violate any law applicable to any of the Partnership’s or Partners or any

material agreement to which they or their assets are bound, (b) upon execution

and delivery by all parties to it, this document will constitute the

Partnership’s and Partners’ legal and binding obligation, enforceable against

each of them in accordance with this document’s terms except as that

enforceability may be limited by debtor relief laws and general principles of

equity, (c) all other representations and warranties in the Subordinated Loan

Documents, the Additional Loan Documents and the Modification Agreements are

true and correct in all material respects except to the extent that any of them

speak to a different specific date, and (d) no Default or Event of Default

exists.




 




7.             Miscellaneous




 




Except as specifically amended and modified in this document, the

Subordinate Loan Documents, the Additional Loan Documents and the Modification

Agreements are unchanged and continue in full force and effect.




 




The parties hereto have caused this Fourth Modification Agreement to be

duly executed as of the date first written above.




 




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  Partnership:


  	

   


  
	

   


  	

   


  
	

  McNab-K C 3 Limited Partnership, a Massachusetts limited partnership


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

  Krupp GP, Inc., a Massachusetts corporation, general partner


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  Partners:


  	

   


  
	

   


  	

   


  
	

  Krupp GP, Inc., a Massachusetts corporation


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  George Krupp, an individual


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  Douglas Krupp, an individual


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  GIT:


  	

   


  
	

   


  	

   


  
	

  Krupp Government Income Trust, a Massachusetts business trust


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

  Berkshire Mortgage Advisors Limited Partnership, its advisor


  	

   


  
	

  By:


  	

  BRF Corporation, its general partner


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
						





 




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