Exhibit 10.7


 


THIRD AMENDMENT TO
CREDIT AGREEMENT


 


THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”),
dated effective as of October 30, 2008, is entered into by and among BANK OF
AMERICA, N.A., a national banking association, as Administrative Agent for
itself and on behalf of the Lenders (herein so called) now or hereafter made a
party to the Credit Agreement referenced below (in such capacity, “Administrative
Agent”), BEHRINGER HARVARD SHORT-TERM OPPORTUNITY FUND I LP, a Texas
limited partnership (“Borrower”), and BEHRINGER HARVARD 250/290
CARPENTER LP, a Texas limited partnership (“Subsidiary Guarantor”), who
agree as follows:


 


BACKGROUND


 


A.            Borrower, Subsidiary
Guarantor, and Administrative Agent have executed that certain Credit Agreement
dated as of September 1, 2005, as amended by the First Amendment to Credit
Agreement (the “First Amendment”) dated as of June 30, 2006  and further amended by the Second Amendment
to Credit Agreement (the “Second Amendment”) dated as of August 30, 2008
(as so amended, the “Credit Agreement”). 
Pursuant to the terms of the Credit Agreement, Borrower has executed and
delivered to Bank of America, N.A., as a Lender, a certain Promissory Note
dated September 1, 2005, in the original principal amount of $11,250,000.00,
made payable to the order of Bank of America, N.A. (as amended by the First
Amendment and the Second Amendment, the “Note”).


 


B.            Subsidiary Guarantor
also executed and delivered to Administrative Agent that certain Guaranty
Agreement dated as of September 1, 2005 (as amended by the First Amendment and
Second Amendment, the “Guaranty”). 
The obligations of Subsidiary Guarantor arising under the Guaranty are
secured by, among other things, that certain Deed of Trust, Assignment of Rents
and Leases, Security Agreement, Fixture Filing and Financing Statement dated September
1, 2005, executed by Borrower for the benefit of Administrative Agent, on
behalf of the Lenders, recorded as Instrument No. 2005-174 01724 in the Real
Property Records of Dallas County, Texas (as amended, the “Deed of Trust”).


 


C.            The Credit
Agreement, the Note, the Guaranty, the Deed of Trust, and all other documents
or instruments executed in connection therewith are hereinafter referred to,
collectively, as the “Loan Documents”.  All capitalized terms herein shall have the
meanings set forth in the Credit Agreement, unless otherwise defined herein.


 


D.            The maturity date of
the Loan is October 30, 2008 and 
Borrower and Subsidiary Guarantor have requested that Administrative
Agent and the Lenders agree to extend the maturity date of the Loan for a
period of ten (10) months.


 


NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which are all hereby acknowledged,
Borrower, Administrative Agent and Subsidiary Guarantor covenant and agree as
follows:


 


THIRD AMENDMENT TO CREDIT AGREEMENT


 


1

















 


1.             EXTENSION OF
MATURITY DATE.  Hereinafter, the term
“Maturity Date” and all other references to the maturity date of the Loan, in
the Note and the other Loan Documents shall mean August 30, 2009.  The unpaid principal balance of the Loan,
together with all accrued but unpaid interest thereon, shall be due and payable
on the Maturity Date, as extended hereby. Borrower hereby renews, but does not
extinguish, the Note and the liens, security interests and assignments created
and evidenced by the Deed of Trust and the other Loan Documents, and all of the
Loan Documents are hereby renewed and modified by extending the maturity date
thereof as set forth above.  The
extension evidenced by this Agreement shall constitute the exercise of Borrower’s
extension option pursuant to Section 1.5 of the Credit Agreement,
notwithstanding that the terms of such extension option have not been
satisfied.  Borrower and Administrative
Agent hereby acknowledge that, from and after the date of this Agreement,
Borrower shall have no further right or option to extend the Maturity Date.


 


2.             FEES AND
EXPENSES.  Simultaneously with the
execution of this Agreement, Borrower shall (i) pay to Administrative Agent all
costs and expenses incurred by Administrative Agent in respect of the
preparation and recordation of this Agreement; and (ii) pay to Administrative
Agent, for the ratable benefit of the Lenders, the sum of $70,312.50 (the “Extension
Fee”), representing the extension fee payable by Borrower to the Lenders in
connection with the extension of the Maturity Date of the Loan.  Borrower acknowledges and agrees that the
Extension Fee is a bona fide fee and is intended as reasonable compensation to
the Lenders for agreeing to extend the Maturity Date of the Loan.


 


3.             AMENDMENTS
TO CREDIT AGREEMENT.


 


3.1           Definitions. Except with
respect to terms that are defined in this Amendment or terms used in the Credit
Agreement that are redefined in this Amendment, capitalized terms used in this
Amendment shall have the meaning given such terms in the Credit Agreement.
Commencing on the date of this Amendment, (i) the terms “Cash,” “Cash
Equivalents,” and “Tangible Net Worth” are hereby deleted from the Credit
Agreement, and (ii) the following capitalized terms shall have the meaning set
forth below when used in the Credit Agreement, and to the extent such
capitalized terms are also defined in the Credit Agreement, such definitions
are amended by this Amendment:


 


“Assets”
means, with respect to any Person and without duplication, (1) all real
property, together with all buildings and improvements located on such real
property, owned in whole or in part by such Person, (2) all fixtures, personal
property and equipment owned by such Person, and (3) all Liquid Assets of such
Person; provided, however, that (i) the value of real property
wholly owned by such Person shall be determined based upon the fair value of
such real property, as set forth in a Current Appraisal of such real property, (ii)
the value of real property owned, in part, by such Person shall be determined
based upon the fair value of such real property, as set forth in a Current
Appraisal of such real property, multiplied by
such Person’s partial ownership interest (expressed as a percentage of the
total ownership interests in such real property), and (iii) the value of Equity
Investments in another Person shall be the fair value of such Equity Investment
(based upon a Current Appraisal of such Equity Investment or, 


 


THIRD AMENDMENT TO CREDIT AGREEMENT


 


2

















 


alternatively, if no Current Appraisal of
such Equity Investment is available, then based upon the fair value, without
duplication and as set forth in a Current Appraisal, of all real property owned
indirectly through such Equity Investment, multiplied by
such Person’s percentage ownership interest (expressed as a percentage of the
Equity Interests owned in such other Person to the total Equity Interests
issued by such other Person). Borrower covenants and agrees with Administrative
Agent that, for purposes of determining the value of the real property Assets
of Borrower, Borrower shall obtain and deliver to Administrative Agent Current
Appraisals with respect to all real property owned by Borrower, directly or
indirectly and in whole or in part, once every twelve (12) months; provided,
however, that if as of any Test Date, Borrower has failed to deliver to
Administrative Agent a Current Appraisal for any such real property, then the
value of such real property shall be determined by Administrative Agent in its
sole discretion based upon Administrative Agent’s assessment of relevant
information readily available to Administrative Agent regarding such real
property.


 


“Attributable
Indebtedness” means, on any date, (a) in respect of any capital lease of
any Person, the capitalized amount thereof that would appear on a balance sheet
of such Person prepared as of such date in accordance with GAAP, and (b) in
respect of any Synthetic Lease Obligation, the capitalized amount of the
remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP
if such lease were accounted for as a capital lease.


 


“Base Rate” means, on any day, a
simple rate per annum equal to the LIBOR Daily Rate.


 


“Base Rate Principal” means LIBOR
Daily Rate Principal.


 


“BBA LIBOR Daily Rate” means a
fluctuating rate of interest per annum equal to the British Bankers Association
LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially
available source providing quotations of BBA LIBOR as selected by
Administrative Agent from time to time) as determined for each Business Day at
approximately 11:00 a.m. London time, two (2) Business Days prior to the date
in question, for U.S. dollar deposits (for delivery on the first day of such
interest period) with a one month term, as adjusted from time to time in
Administrative Agent’s sole discretion for reserve requirements, deposit
insurance assessment rates and other regulatory costs.  If such rate is not available at such time
for any reason, then the rate will be determined by such alternate method as
reasonably selected by Administrative Agent.


 


“Current
Appraisal” means, as to any real property or Equity Investment owned by a
Person, an “as is” appraisal (or update to a prior “as is” appraisal) of such
real property or Equity Investment, as applicable, prepared by CB Richard 


 


THIRD AMENDMENT TO CREDIT AGREEMENT


 


3

















 


Ellis, Integra Realty Resources, Inc.,
Cushman & Wakefield Inc., or any other nationally recognized appraisal firm
acceptable to Administrative Agent, in form and content reasonably satisfactory
to Administrative Agent, and bearing a date no more than twelve (12) months
prior to the applicable Test Date.


 


“Equity Interests”
means, with respect to any Person and without duplication, all of the shares of
capital stock of (or other ownership or profit interests in) such Person, all
of the warrants, options or other rights for the purchase or acquisition from
such Person of shares of capital stock of (or other ownership or profit
interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit
interests in) such Person or warrants, rights or options for the purchase or
acquisition from such Person of such shares (or such other interests), and all
of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting,
and whether or not such shares, warrants, options, rights or other interests
are outstanding on any date of determination.


 


“Equity
Investment” means, as to any Person, any direct or indirect acquisition or
investment by such Person, whether by means of (a) the purchase or other
acquisition of capital stock or other securities of another Person, and (b) a
loan, advance or capital contribution to, Guarantee or assumption of debt of,
or purchase or other acquisition of any other debt or equity participation or
interest in, another Person, including any partnership or joint venture
interest in such other Person and any arrangement pursuant to which the
investor Guarantees any Liabilities of such other Person.


 


“GAAP”
means generally accepted accounting principles in the United States set forth
in the opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or such other principles
as may be approved by a significant segment of the accounting profession in the
United States, that are applicable to the circumstances as of the date of
determination, consistently applied.


 


“Guarantee”
means, as to any Person and without duplication, (a) any obligation, contingent
or otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Liabilities or other obligation payable or performable by
another Person (the “primary obligor”) in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Liabilities or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Liabilities or other obligation of the payment or performance of such
Liabilities or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of
income or cash flow of the 


 


THIRD AMENDMENT TO CREDIT AGREEMENT


 


4

















 


primary obligor so as to enable the primary
obligor to pay such Liabilities or other obligation, or (iv) entered into for
the purpose of assuring in any other manner the obligee in respect of such
Liabilities or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or (b)
any Lien on any assets of such Person securing any Liabilities or other
obligation of any other Person, whether or not such Liabilities or other
obligation is assumed by such Person (or any right, contingent or otherwise, of
any holder of such Liabilities to obtain any such Lien).  The amount of any Guarantee shall be deemed
to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is
made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the guaranteeing Person in good
faith.


 


“Liabilities”
means, as to any Person at a particular time, without duplication, all of the
following, whether or not included as indebtedness or liabilities in accordance
with GAAP:


 


(a)           all obligations of such Person for
borrowed money and all obligations of such Person evidenced by bonds,
debentures, notes, loan agreements, repurchase agreements or other similar
instruments;


 


(b)           all direct or contingent obligations
of such Person arising under letters of credit (including standby and
commercial), bankers’ acceptances, bank guaranties, surety bonds and similar
instruments;


 


(c)           net obligations of such Person under
any Swap Transaction;


 


(d)           all obligations of such Person to pay
the deferred purchase price of property or services (other than trade accounts
payable in the ordinary course of business [and, in each case, not past due for
more than 60 days]);


 


(e)           all indebtedness (excluding prepaid
interest thereon) secured by a Lien on property owned (directly or indirectly
or in whole or in part) or being purchased by such Person (in the nature of
indebtedness arising under conditional sales or other title retention
agreements and indebtedness secured by a Lien on such property), whether or not
such Person is personally liable for the repayment of such indebtedness or such
indebtedness shall have been assumed by such Person or is limited in recourse;


 


(f)            capital leases and Synthetic Lease
Obligations;


 


THIRD AMENDMENT TO CREDIT AGREEMENT


 


5

















 


(g)           all refundable advances, deposits or
similar funds representing advance payment 
to such Person for good or services not yet rendered;


 


(h)           all obligations of such Person to
purchase, redeem, retire, defease or otherwise make any payment in respect of
any Equity Interest in such Person or any other Person, valued, in the case of
a redeemable preferred interest, at the greater of its voluntary or involuntary
liquidation preference plus accrued and unpaid dividends; and


 


(i)            all Guarantees of such Person in
respect of any of the foregoing.


 


For all purposes hereof, (1) the Liabilities
of any Person shall include the Liabilities of any partnership or joint venture
(other than a joint venture that is itself a corporation or limited liability
company) in which such Person is a general partner or a joint venturer, unless
such Liabilities are expressly made non-recourse to such Person, (2) the amount
of any net obligation under any Swap Transaction on any date shall be deemed to
be the Swap Termination Value thereof as of such date, (3) the amount of any
capital lease or Synthetic Lease Obligation as of any date shall be deemed to
be the amount of Attributable Indebtedness in respect thereof as of such date, (4)
the term “Liabilities” shall exclude the Permitted Subordinated Debt, and (5) the
Liabilities for indebtedness of such Person pursuant to clause (e) above shall,
as to indebtedness secured by a Lien on real property owned, in part, by such
Person, be determined based upon the unpaid amount of such indebtedness multiplied by such Person’s partial ownership interest
(expressed as a percentage of the total ownership interests in such real
property).


 


“LIBOR Daily Rate” means a simple rate
per annum equal to the sum of the BBA LIBOR Daily Rate plus 3.50%.


 


“LIBOR Rate
Principal” means any portion of the Loan
which bears interest at a rate determined by reference to the LIBOR Daily Rate.


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge, or preference, priority or
other security interest or preferential arrangement in the nature of a security
interest of any kind or nature whatsoever (including any conditional sale or
other title retention agreement, any easement, right of way or other
encumbrance on title to real property, and any financing lease having
substantially the same economic effect as any of the foregoing).


 


“Liquid
Assets” means the sum of the total assets of Borrower that are cash, cash
equivalents, accounts and other highly liquid investments that are not pledged,
hypothecated, subject to rights of offset (other than pursuant to 


 


THIRD AMENDMENT TO CREDIT AGREEMENT


 


6

















 


customary banker’s liens with respect to deposit or similar accounts
not maintained for the purpose of providing security) or otherwise restricted.


 


“Net Worth”
shall mean the excess of total assets over total liabilities (contingent or
otherwise, including without limitation, declared and unpaid distributions to
partners of Borrower) determined in accordance with GAAP (without giving effect
to FASB 133 or any liability pursuant to a hedging arrangement which is entered
into to reduce or eliminate or otherwise protect against the risk of
fluctuations in prices or rates, including interest rates, foreign exchange
rates, commodity prices and securities prices).


 


“Permitted
Subordinated Debt” means unsecured indebtedness for borrowed money owing by
Borrower to Behringer Harvard Holdings LLC. 
Borrower hereby covenants and agrees with Administrative Agent and the
Lenders that Borrower shall not incur any indebtedness for borrowed money from
any Affiliate unless such indebtedness (i) is subordinate, by its terms, or
caused to be made subordinate by agreement approved by Administrative Agent, to
the payment in full of the Loan, and (ii) is not due and payable, in whole or
in part, prior to the maturity date of the Loan.


 


“Swap Termination
Value” means, in respect of any one or more Swap Transactions, after taking
into account the effect of any legally enforceable netting agreement relating
to such Swap Transactions, (a) for any date on or after the date such Swap
Transactions have been closed out and termination value(s) determined in
accordance therewith, such termination value(s), and (b) for any date prior to
the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Transactions, as determined based upon
one or more mid-market or other readily available quotations provided by any
recognized dealer in such Swap Transactions (subject to the reasonable approval
of Administrative Agent).


 


“Swap
Transaction” means, with respect to any Person, any agreement,
whether or not in writing, relating to any transaction that is a rate swap,
basis swap, forward rate transaction, commodity swap, commodity option, equity
or equity index swap or option, bond, note or bill option, interest rate option,
forward foreign exchange transaction, cap, collar or floor transaction,
currency swap, cross-currency rate swap, swap option currency option or any
other, similar transaction (including any option to enter into any of the
foregoing) or any combination of the foregoing, and, unless the context
otherwise clearly requires, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., or any other master
agreement, entered into by such Person, together with any related schedules, as
amended, supplemented, superseded or replaced from time to time, relating to or
governing any or all of the foregoing.


 


THIRD AMENDMENT TO CREDIT AGREEMENT


 


7
















 


“Synthetic Lease Obligation” means the
monetary obligation of a Person under (a) a so-called synthetic,
off-balance sheet or tax retention lease, or (b) an agreement for the use
or possession of property creating obligations that do not appear on the balance
sheet of such Person but which, upon the insolvency or bankruptcy of such
Person, would be characterized as the indebtedness of such Person (without
regard to accounting treatment).


 


“Test Date” shall mean,
the last date of each calendar quarter (i.e., every December 31st, March 31st,
June 30th and September 30th) during the term of the Loan.


 


3.2           INTEREST
RATE. Notwithstanding the provisions in the
Credit Agreement or other Loan Documents to the contrary, Borrower will no
longer have the option to request or require that the Loan accrue interest with
respect to the Base Rate or LIBOR Rate. All references in the Loan Agreement to
the terms “Base Rate” shall mean and refer to the “LIBOR Daily Rate” as defined
herein.  If for any reason on the
date for determining the LIBOR Daily Rate, Administrative Agent shall determine
that any of the circumstances or events described in Sections 1.7.4 and 1.7.5
of the Credit Agreement exist, then Administrative Agent shall promptly give to
Borrower telephonic notice (confirmed as soon as practicable in writing) of
such events or circumstances.  After
receipt of such notice and during the existence of such events or
circumstances, the interest rate applicable to the outstanding principal
balance of the Loan shall be determined based upon an alternate index selected
by Administrative Agent, in its sole discretion, reasonably comparable to that
of the BBA LIBOR Daily Rate, intended to generate a return substantially the
same as the LIBOR Daily Rate (based upon the most recently reported or
ascertainable BBA LIBOR Daily Rate as determined by Administrative Agent).


 


3.3           NO FURTHER ADVANCES OR LETTERS OF CREDIT; NO REVOLVING
FEATURE.  Notwithstanding the provisions of the Credit
Agreement, (i) no further Advances of the Loan will be made by Lenders and
no LCs will be issued by Issuing Bank after the date of this Third Amendment,
and (ii) amounts borrowed and repaid by Borrower may not be reborrowed by
Borrower.


 


3.4           LC FEE.  Section 1.10(j) of the Credit
Agreement is hereby amended and restated in its entirety as follows:


 


(j)            LC
Fee.   Borrower shall pay to the
Administrative Agent for the account of each Lender in accordance with its Pro
Rata Share a LC fee for such LC equal to the greater of (i) 3.50% per
annum times the daily maximum amount available to be drawn under the LC, or (ii) $500.  Such fee shall be due and payable, quarterly,
in advance, commencing on the date the LC is issued by Issuing Bank and on the
same day of each third calendar month thereafter until the LC expiration date.


 


THIRD
AMENDMENT TO CREDIT AGREEMENT


 


8

















 


3.5           QUARTERLY PRINCIPAL PAYMENTS.  Section 1.12
of the Credit Agreement is hereby amended and restated in its entirety as
follows:


 


1.12         Payment Schedule and Maturity Date.  The entire
principal balance of the Loan then unpaid and all accrued interest then unpaid
shall be due and payable in full on the Maturity Date.  Accrued unpaid interest shall be due and
payable on the first (1st) day of the first (1st) calendar month after the
Closing Date and on the same day of each succeeding calendar month thereafter
until all principal and accrued interest owing on the Loan shall have been
fully paid and satisfied.  Borrower
agrees that on November 17, 2008, and on each of February 1, 2009, May 1,
2009 and August 1, 2009 thereafter, Borrower will pay to Administrative
Agent, for the ratable benefit of the Lenders, a principal payment in the
amount of $400,000.


 


3.6           FINANCIAL
COVENANTS.  Section 2.16 of the
Credit Agreement is hereby amended and restated in its entirety as follows:


 


2.16         Financial
Covenants.  Borrower hereby covenants
and agrees with Administrative Agent and the other Lenders as follows:


 


(a)           Minimum
Net Worth.   As of each Test Date
during the term of the Loan, Borrower shall have a Net Worth of not less than
$30,000,000; and


 


(b)           Minimum
Liquidity.  As of each Test Date
during the term of the Loan, Borrower shall have Liquid Assets at least equal
to $3,000,000; and


 


(c)           Liabilities/Assets.  As of each Test Date during the term of the
Loan, the ratio (expressed as a percentage) of all Liabilities of Borrower to
all Assets of Borrower shall not be greater than seventy-five percent (75%).


 


4.             WAIVER AND
AGREEMENT.  To the extent that
Borrower failed to satisfy the financial covenants in Section 2.16 of the
Credit Agreement for the calendar quarters ending on September 30, 2008
and December 31, 2008, Administrative Agent, on behalf of the Lenders,
hereby waives compliance by Guarantor of such financial covenants for such
calendar quarters.  For purposes of
determining the value of Borrower’s Assets, Borrower will obtain, within 90
days after the date of this Agreement, Current Appraisals (as defined above)
for all real property which is owned, in whole or in part, by Borrower .


 


5.             REPRESENTATIONS.
Borrower and Subsidiary Guarantor each hereby severally represents and warrants
to Administrative Agent and the Lenders that (a) to the best of such party’s
knowledge, the execution and delivery of this Third Amendment does not
contravene, result in a breach of or constitute a default under any deed of
trust, loan agreement, indenture or other contract or agreement to which it is
a party or by which it or any of the


 


THIRD
AMENDMENT TO CREDIT AGREEMENT


 


9

















 


properties of it may be
bound; (b) this Third Amendment constitutes the legal, valid and binding
obligation of such party enforceable in accordance with its terms, subject to
the limitations of equitable principles and bankruptcy, insolvency, debtor
relief or other similar laws affecting generally the enforcement of creditors’
rights; (c) the execution and delivery of, and performance under this
Third Amendment are within such party’s power and authority without the joinder
or consent of any other party and have been duly authorized by all requisite
action and are not in contravention of law or the provisions of any
organizational documents governing such party or of any indenture, agreement or
undertaking to which Borrower or Subsidiary Guarantor, as applicable, is a
party or by which it is bound; and (d) to the knowledge of such party,
there exists no uncured default under any Loan Document.


 


6.             RATIFICATION.  The parties to this Third Amendment agree
that the terms and provisions of this Third Amendment shall modify and
supersede all inconsistent terms and provisions of the Credit Agreement and,
except as expressly modified and superseded by this Third Amendment, the terms
and provisions of the Credit Agreement are ratified and confirmed and shall
continue in full force and effect.  The
liens, security interests, collateral assignments and financing statements in
respect of the Loan are hereby ratified and confirmed as valid, subsisting and
continuing to secure the Loan Documents. 
Nothing herein shall in any manner diminish, impair or extinguish the
Note or any of the Obligations. Borrower and Subsidiary Guarantor hereby ratify
and acknowledge that the Loan Documents are valid, subsisting and enforceable
and agree and warrant that there are no offsets, claims or defenses with
respect to any of the Obligations.


 


7.             CONSENT
AND RATIFICATION. Subsidiary Guarantor hereby unconditionally and
irrevocably acknowledges and agrees that the Guaranty and Subsidiary Guarantor’s
obligations, covenants, agreements and duties thereunder remain in full force
and effect, notwithstanding the modification of the Credit Agreement effected
hereby.  Subsidiary Guarantor hereby
unconditionally and irrevocably ratifies, reaffirms and confirms the Guaranty
and its obligations thereunder.


 


8.             RELEASE
OF USURY CLAIMS. Borrower and Subsidiary Guarantor each hereby releases
Administrative Agent and the Lenders and their successors and assigns, from all
claims, demands, liabilities, rights of offsets, defenses and causes of action
which Borrower and/or Subsidiary Guarantor may be entitled to assert (although
no such claims are known to exist) against Administrative Agent and the Lenders
in respect of the Note, the Credit Agreement and the other Loan Documents for
any reason whatsoever, including without limitation, by reason of Lenders’
contracting, charging or receiving for the use, forbearance or detention of
money, interest on the loan evidenced by the Note prior to the execution of
this Third Amendment in excess of that permitted to be charged to Borrower or
Subsidiary Guarantor under applicable law.


 


9.             COUNTERPARTS.  This Third Amendment may be executed in any
number of counterparts with the same effect as if all parties hereto had signed
the same document.  All such counterparts
shall be construed together and shall constitute one instrument, but in making
proof hereof it shall only be necessary to produce one such counterpart.


 


THIRD
AMENDMENT TO CREDIT AGREEMENT


 


10

















 


10.           BINDING
EFFECT.  The terms and provisions
hereof shall be binding upon and inure to the benefit of the parties hereto,
their representatives, successors and assigns.


 


11.           APPLICABLE
LAW.  This Third Amendment shall be
construed in accordance with the laws of the State of Texas and the laws of the
United States applicable to transactions in the State of Texas.


 


THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


[REMAINDER OF THIS PAGE
INTENTIONALLY LEFT BLANK]


 


THIRD
AMENDMENT TO CREDIT AGREEMENT


 


11

















 


	
   

  	
   

  	
  BORROWER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BEHRINGER HARVARD SHORT-TERM

  
	
   

  	
   

  	
  OPPORTUNITY FUND I LP, a Texas limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Behringer Harvard Advisors II LP, a Texas

  
	
   

  	
   

  	
   

  	
  limited partnership, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Harvard Property Trust, LLC, a Delaware limited liability company, its
  general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Gerald J. Reihsen, III

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
							



 


	
  STATE OF TEXAS

  	
  §

  
	
   

  	
  §

  
	
  COUNTY OF DALLAS

  	
  §

  



 


The foregoing instrument was acknowledged before me this
         day of November, 2008, by
Gerald J. Reihsen, III, Executive Vice President of Harvard Property
Trust, LLC, a Delaware limited liability company, general partner of Behringer
Harvard Advisors II LP, a Texas limited partnership, general partner of Behringer
Harvard Short-Term Opportunity Fund I, LP, a Texas limited partnership, on
behalf of said partnerships and company.


 


WITNESS my hand and official seal.


 


	
  (SEAL)

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public, State of Texas

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary’s Printed Name:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary’s Commission Expires:

  
	
   

  	
   

  	
   

  



 


THIRD
AMENDMENT TO CREDIT AGREEMENT - Signature Page


 

















 


	
   

  	
   

  	
  ADMINISTRATIVE AGENT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANK OF AMERICA, N.A., a national banking association, as
  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jamison L. Fox

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


	
  STATE OF TEXAS

  	
  §

  
	
   

  	
  §

  
	
  COUNTY OF DALLAS

  	
  §

  



 


The foregoing
instrument was severally acknowledged before me this
           day of November,
2008, by Jamison L. Fox, Vice President of Bank of America, N.A., a national
banking association, on behalf of said association.


 


WITNESS my hand and official seal.


 


	
  (SEAL)

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public, State of Texas

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary’s Printed Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary’s Commission Expires:

  
	
   

  	
   

  	
   

  



 


THIRD
AMENDMENT TO CREDIT AGREEMENT - Signature Page


 

















 


	
   

  	
   

  	
  SUBSIDIARY  GUARANTOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BEHRINGER HARVARD 250/290 CARPENTER LP, a Texas limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Behringer Harvard 250/290 Carpenter GP, LLC, a Texas limited
  liability company, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Gerald J. Reihsen, III

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Secretary

  
						



 


	
  STATE OF TEXAS

  	
  §

  
	
   

  	
  §

  
	
  COUNTY OF DALLAS

  	
  §

  



 


The foregoing
instrument was acknowledged before me this
             day of
November, 2008, Gerald J. Reihsen, III, Secretary of Behringer Harvard
250/290 Carpenter GP, LLC, a Texas limited liability company, general partner
of Behringer Harvard 250/290 Carpenter LP, a Texas limited partnership, on
behalf such partnership and company.


 


Witness my
hand and official seal.


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public, State of Texas

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  My commission expires:

  	
   

  



 


THIRD
AMENDMENT TO CREDIT AGREEMENT - Signature Page