Exhibit 10.1


 


TERMINATION AGREEMENT


 


This
Termination Agreement (this “Termination
Agreement”) is made and entered into effective as of this 20th day
of December, 2007, among BEHRINGER HARVARD MULTIFAMILY OP I LP, a
Delaware limited partnership (“Borrower”);
BEHRINGER HARVARD MULTIFAMILY REIT I, INC., a Maryland corporation (“REIT”), BEHRINGER HARVARD HOLDINGS, LLC, a
Delaware limited liability company (the “Sponsor”);
and BEHRINGER HARVARD OPERATING PARTNERSHIP I LP, a Texas limited partnership,
as agent (in such capacity, the “Agent”)
and as lender (in such capacity, the “Lender”
and together with Borrower, REIT and Sponsor, each a “Party” and together the “Parties”).


 


WITNESSETH:


 


WHEREAS,
the Parties and each of the Subsidiary Guarantors (as defined in the
Agreement (as hereinafter defined)) made a party thereto from time to time, previously entered into a Revolving Credit,
Security and Guaranty Agreement, dated April 2, 2007, and that certain
First Amendment to Revolving Credit, Security and Guaranty Agreement, dated August 29,
2007 (the “Agreement”).


 


WHEREAS,
the Parties desire to terminate the Agreement on the terms set forth herein.


 


NOW THEREFORE, for the
reasons described above, in consideration of the promises and the mutual
covenants and representations herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby mutually
acknowledged, Borrower and Lender hereby agree as follows:


 


AGREEMENT:


 


1.             Capitalized Terms.  All capitalized terms used, but not defined
herein shall have the meanings set forth in the Agreement.


 


2.             Termination of Agreement.  Each of Borrower and Lender agree that the
Agreement be and hereby is terminated in accordance with Section 13.2
therein. Lender hereby waives Borrower’s requirement to provide 30-day written
notice of such termination.


 


3.             No Outstanding Obligations.  Borrower hereby represents and warrants that
there remain no Obligations outstanding to Lender under the Agreement or
otherwise and acknowledges and agrees that Borrower shall no longer be under
any obligation to make any Advances thereunder. 
Further, Lender hereby acknowledges receipt from Borrower of $67,456.03,
in satisfaction of all amounts due and payable under Section 3.4 of the
Agreement.


 


4.             Indemnification by Borrower.  Borrower does hereby indemnify Lender and
each of its officers, directors, Affiliates, employees and agents from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses and disbursements of any kind or
nature whatsoever (including, without limitation, fees and disbursements of
counsel) which may be imposed on, incurred by, or asserted against Lender in
any litigation, proceeding or investigation instituted or conducted by any
governmental agency 


 

















 


or
instrumentality or any other Person with respect to any aspect of, or any
transaction contemplated by, or referred to in, or any matter related to, the
Agreement or any Obligations created by the Agreement, the Other Documents,
whether or not Lender is a party thereto, except to the extent that any of the
foregoing arises out of the gross negligence or willful misconduct of the party
being indemnified.


 


5.             Release of Liens.  Lender hereby agrees to terminate and to take
all steps necessary to release any and all liens and security interests Lender
may have in any of the Collateral, including all Subsidiary Stock and Bank
Accounts. Lender hereby authorizes Borrower to file UCC termination statements
in each jurisdiction that Borrower deems necessary or desirable in order to
terminate Lender’s perfected security interests in any and all Collateral.


 


6.             Authority. Each individual
executing this Termination Agreement on behalf of an entity represents and
warrants that (a) he or she is duly authorized to execute and deliver this
Termination Agreement on behalf of the entity; (b) the entity has all
requisite power and authority to execute, deliver and perform under this
Termination Agreement; (c) the execution, delivery and performance by the
entity has been duly authorized by all necessary action, corporate or
otherwise, on the part of the entity; and (d) this Termination Agreement
is binding upon the entity.


 


 


[Rest of Page Left Blank; Signature Page to
Follow]


 


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IN WITNESS WHEREOF, the parties hereto have caused this
Termination Agreement to be duly executed on the day and year first above
written.


 


 


	
   

  	
  BORROWER:  

  
	
   

  	
   

  
	
   

  	
  BEHRINGER
  HARVARD MULTIFAMILY OP I LP,

  a Delaware limited partnership  

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BHMF, Inc.,
  its general partner  

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Gerald J. Reihsen, III

  
	
   

  	
   

  	
  Name:

  	
  Gerald
  J. Reihsen, III  

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President –

  
	
   

  	
   

  	
   

  	
  Corporate
  Development & Legal

  



 


 


	
   

  	
  REIT:

  
	
   

  	
   

  
	
   

  	
  BEHRINGER
  HARVARD MULTIFAMILY REIT I, INC.,

  a Maryland corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gerald J. Reihsen, III

  
	
   

  	
  Name:

  	
  Gerald
  J. Reihsen, III  

  
	
   

  	
  Title:

  	
  Executive
  Vice President – Corporate 

  
	
   

  	
   

  	
  Development &
  Legal

  



 


 


	
   

  	
  SPONSOR:

  
	
   

  	
   

  
	
   

  	
  BEHRINGER
  HARVARD HOLDINGS, LLC, 

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gerald J. Reihsen, III

  
	
   

  	
  Name:

  	
  Gerald
  J. Reihsen, III  

  
	
   

  	
  Title:

  	
  Executive
  Vice President – Corporate 

  
	
   

  	
   

  	
  Development &
  Legal

  



 


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  AGENT AND LENDER:

  
	
   

  	
   

  
	
   

  	
  BEHRINGER
  HARVARD OPERATING 

  
	
   

  	
  PARTNERSHIP
  I LP, a Texas limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BHR, Inc.

  
	
   

  	
  Its:

  	
  General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Gerald J. Reihsen, III

  
	
   

  	
   

  	
  Name:

  	
  Gerald
  J. Reihsen, III  

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President –

  
	
   

  	
   

  	
   

  	
  Corporate
  Development & Legal

  
					



 


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