Exhibit
10.3

     

    FIFTH AMENDMENT TO CREDIT
AGREEMENT

     

    THIS
FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Fifth Amendment”),
dated effective as of October 30, 2009, 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, the Second Amendment to Credit Agreement (the “Second Amendment”)
dated as of August 30, 2008, the Third Amendment to Credit Agreement (the “Third Amendment”)
dated as of October 30, 2008, and the Fourth Amendment to Credit Agreement (the
“Fourth
Amendment”) dated as of October 30, 2009 (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, the Second Amendment, the Third Amendment, and the Fourth 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, Second Amendment, the Third Amendment, and the Fourth 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 Subsidiary Guarantor 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
by the First Amendment, the Second Amendment, the Third Amendment, and the
Fourth Amendment the “Deed of Trust”),
covering real property more particularly described on Exhibit A attached
hereto.

     

    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, 2009 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 three (3) years and,
subject to the terms and conditions of this Fifth Amendment, Administrative
Agent and the Lenders have agreed to such extension.

     

    
      
        	
                FIFTH
      AMENDMENT TO CREDIT AGREEMENT

              	
                Page
      1

              


      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
10.3

     

    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:

     

    1.           DEFINITIONS.  The
following definitions are hereby added to Section 1 of Exhibit B of the Loan
Agreement:

     

    (a)           “Excess Cash Flow”
means an amount equal to (i) the actual cash receipts collected by each
Subsidiary Guarantor from the operation of the Projects in the Collateral Pool
during the second (2nd)
preceding calendar month, but excluding amounts paid by tenants as security or
other deposits, less (ii) the actual cash operating expenses of the Projects in
the Collateral Pool paid to third parties for the operation and maintenance of
such Projects for the applicable month, including debt service payments on the
Loan, accruals for periodic expenses such as property taxes and insurance, the
actual amount paid for tenant inducements (other than payments of leasing
commissions and tenant improvement work) required under Approved Leases, and the
amount required to be paid by Borrower on existing non-Property leases which are
being paid by Borrower to induce such tenants to move to the
Property.

     

    (b)           “Mockingbird Loan”
means that certain $41,246,440.00 loan from Bank of America, N.A., as
administrative agent and letter of credit issuing agent, and the Lenders from
time to time a party to the Mockingbird Loan Agreement to Behringer Harvard
Mockingbird Commons, LLC.

     

    (c)           “Mockingbird Loan
Agreement” means that certain Loan Agreement dated September 6, 2007,
executed by and between Behringer Harvard Mockingbird Commons, LLC and Bank of
America, N.A., as administrative agent, letter of credit issuing agent, and a
lender.

     

    (d)           “Mockingbird Property”
means the “Property” as such
term is defined in the Mockingbird Loan Agreement.

     

    2.           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 December 21, 2012.  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.

     

    3.           INTENTIONALLY
DELETED.

     

    4.           EXTENSION
OPTIONS.  Borrower shall have two options to extend the
Maturity Date of the Loan for a period of twelve (12) months each (each twelve
month period, an “Extension Period”),
at which time the term “Maturity Date” shall mean the Maturity Date, as extended
pursuant to this Section
4.  The exercise of each extension option shall be effective
only if all of the following conditions have been satisfied as to each extension
on or before the applicable Maturity Date:

    
       

      
        
          	
                  FIFTH
      AMENDMENT TO CREDIT AGREEMENT

                	
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      2

                


        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
10.3

     

    (a)           There
shall then exist no Default or Potential Default.

     

    (b)           Administrative
Agent shall have received a new Appraisal of the Collateral Pool prepared within
ninety (90) days preceding the existing Maturity Date and in accordance with the
terms of Section
2.13 of the Loan Agreement, as applicable, showing the outstanding
principal balance as of the first day of the Extension Period is not greater
than 50% of the “as is” value of the Collateral Pool.

     

    (c)           The
Mockingbird Loan shall be extended to a date coterminous with the extended
Maturity Date for the Loan.

     

    (d)           Borrower
shall cause to be delivered to Administrative Agent at Borrower’s expense an
endorsement to the Title Insurance reflecting that the coverage afforded by the
Title Insurance has not been adversely affected as a result of the modification
and extension of the Loan and the documents referred to in paragraph (e)
below.

     

    (e)           Borrower
and Subsidiary Guarantor shall have executed and delivered to Administrative
Agent a modification and extension agreement, providing for, among other things
(1) the extension of the Maturity Date, (2) the reaffirmation by Borrower and
Subsidiary Guarantor of their respective obligations under the Loan Documents,
and (3) the waiver and release by Borrower and Guarantor of any defenses,
claims, counterclaims, and rights of offset, if any, which Borrower or
Subsidiary Guarantor may then have in respect of Administrative Agent and the
Indebtedness and Obligations, together with such other agreements, documents or
amendments to the Loan Documents as are reasonably requested by Administrative
Agent to properly document the extension, all in form and content satisfactory
to Administrative Agent in its good faith business judgment.  During
any Extension Period, unless noted above, all terms and conditions of the Loan
Documents (including but not limited to interest rates and payments) pertaining
to the Loan shall continue to apply.

     

    (f)           The
request for extension must be made to Administrative Agent in writing not more
than one hundred twenty (120) days, and not less than forty-five (45) days,
prior to the applicable Maturity Date.

     

    (g)           Borrower
shall have paid to Administrative Agent, for the ratable benefit of Lenders, as
a condition to such extension on or before the first day of the applicable
Extension Period, an extension fee of 0.50% of the then Deemed Principal Balance
of the Loan as of the first day of each Extension Period.

     

    (h)           Administrative
Agent shall have determined, in its commercially reasonable judgment, that no
material adverse change has occurred with respect to the Project or the
financial condition or creditworthiness of Borrower or Subsidiary
Guarantor.

     

    
      
        	
                FIFTH
      AMENDMENT TO CREDIT AGREEMENT

              	
                Page
      3

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
10.3

     

    If all of
the foregoing conditions are not satisfied strictly in accordance with their
terms, the extension shall not be or become effective.  Upon the
execution and delivery by Borrower, Subsidiary Guarantor and Administrative
Agent of the modification and extension agreement referred to in subparagraph
(e) above, the extension shall be deemed to be effective.  Each
extension option is exercisable separately only and not together and the second
extension option shall be void and not exercisable unless the first extension
option was properly exercised.  Whether or not the extension becomes
effective, Borrower shall pay all out-of-pocket costs and expenses incurred by
Administrative Agent in connection with the proposed extension (pre- and
post-closing), including, without limitation, appraisal fees, environmental
audit and legal fees; all such costs and expenses incurred up to the time of
Administrative Agent’s written agreement to the extension shall be due and
payable prior to Administrative Agent’s execution of that agreement (or if the
proposed extension does not become effective, then upon demand by Administrative
Agent).

     

    5.           DEFAULT.  The
following provision is hereby added as subsection (p) to Section 4.1 of the Loan
Agreement:

     

    “(p)    Mockingbird
Default.  The occurrence of a default under the Mockingbird
Loan Agreement or any other document evidencing or guaranteeing the Mockingbird
Loan that is not cured within any applicable notice or cure period.

     

    6.           CASH
FLOW.  On the 1st
Business Day of each month beginning on January 1, 2010, all Excess Cash Flow
from the Projects in the Collateral Pool will be used to make a principal
payment on the Loan; provided, however, the first $500,000.00 of Excess Cash
Flow will first be deposited in an account (the “Reserve Account”)
held and controlled by Administrative Agent.  Notwithstanding anything
herein to the contrary, the Reserve Account shall always be funded to
$500,000.00 from Excess Cash Flow prior to using such Excess Cash Flow to make a
principal payment on the Loan.  Prior to the occurrence of a Potential
Default or a Default, should the actual cash receipts from the Projects in the
Collateral Pool (the “Cash Flow”) for such
month not be sufficient to pay the actual cash operating expenses owed to third
parties for the operation and maintenance of the Projects in the Collateral Pool
(including debt service payments on the Loan, expenses such as property taxes
and insurance, the actual amount paid for tenant inducements (other than
payments of leasing commissions and tenant improvement work) required under
Approved Leases and the amount required to be paid by Borrower on existing
non-Property leases of tenants which are being paid by Borrower to induce such
tenants to move to the Property) (the “Operating Expenses”),
Borrower shall have the right one time per month to request the Administrative
Agent advance funds from the Reserve Account to pay for the difference between
the Operating Expenses and the Cash Flow for such month.  On or prior
to the date of this Fifth Amendment, Borrower or Subsidiary Guarantor shall
execute a Security Agreement (Deposit Account), in form and substance acceptable
to Administrative Agent, assigning the Reserve Account to Administrative
Agent.

     

    
      
        	
                FIFTH
      AMENDMENT TO CREDIT AGREEMENT

              	
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    Exhibit
10.3

     

    7.           OPERATING
STATEMENTS.  Notwithstanding anything to the contrary in the
Loan Agreement, within thirty (30) days after the end of each month, Borrower
shall deliver to Administrative Agent for each Project, monthly operating
reports in respect of each Project, which reports shall be in form and substance
reasonably acceptable to Administrative Agent and shall contain, at a minimum, a
statement of all income and expenses in connection with such Project for the
month.  The Loan Agreement is hereby amended to provide that the
quarterly Financial Statements and operating reports described in Section 2 of Exhibit
“B” to the Loan Agreement shall be delivered no later than seventy-five (75)
days (rather than sixty (60) days) after the close of each fiscal quarter of
Borrower.

     

    8.           COVENANTS.

     

    (a)           Section 2.16 of the
Loan Agreement is hereby deleted.

     

    (b)           Borrower
shall not make any Distribution or Investments without the prior written consent
of Administrative Agent.  As used herein, “Distribution” by any person
means (a) with respect to any stock of any class issued by such person or any
partnership, joint venture or other beneficial ownership or equity interest of
such person, the retirement, redemption, repurchase, or other acquisition for
value of such stock, partnership, joint venture or other equity interest, (b)
the declaration or payment (without duplication) of any dividend or other
distribution, whether monetary or in kind, on or with respect to any stock,
partnership, joint venture or other equity interest of any Person, and (c) any
other payment or distribution of assets of a similar nature or in respect of an
equity investment.  As used herein, “Investments ” means with respect
to any person, all shares of capital stock, evidences of debt and other
securities issued by any other person, all loans, advances, or extensions of
credit to, or contributions to the capital of, any other person, all purchases
of the securities or business or integral part of the business of any other
person and commitments and binding options to make such purchases, all interests
in real property, and all other investments; provided, however, that the term
“Investment” shall not include (i) contributions or payments made in respect of
assets or indebtedness (or refinancing of indebtedness) of Borrower, its
subsidiaries or any entity directly or indirectly controlled by Borrower and
existing as of the date of this Agreement, (ii) equipment, inventory and other
tangible personal property acquired in the ordinary course of business, or (iii)
current trade and customer accounts receivable for services rendered in the
ordinary course of business and payable in accordance with customary trade
terms.”

     

    9.           CONSENT
TO TRANSACTION BY SUBORDINATE LENDER.  Reference is made to that
certain Subordination Agreement dated as of October 30, 2008 (the “Subordination
Agreement”) between Administrative Agent, Borrower and Behringer Harvard
Holdings, LLC, a Delaware limited liability company (“Subordinate
Lender”).  Notwithstanding anything to the contrary contained
in this Agreement or the Subordination Agreement, Lender hereby grants its
consent to the following transactions:  (a) the purchase by
Subordinate Lender of property owned by (or partnership interests in) Behringer
Harvard 1221 Coit LP, a Texas limited partnership that is a subsidiary of
Borrower, and (b) as part of the purchase price therefore, reduction in the
principal amount of the debt owed by Borrower to Subordinate Lender pursuant to
the Subordinated Note (as defined in the Subordination Agreement) in the amount
of at least Seven Million Five Hundred Thousand Dollars
($7,500,000.00).

    
       

      
        
          	
                  FIFTH
      AMENDMENT TO CREDIT AGREEMENT

                	
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    Exhibit
10.3

     

    10.          DEFINITION OF LOAN
DOCUMENTS.  The term “Loan Documents”, as defined in the Credit
Agreement and as used in the Credit Agreement, the other Loan Documents and
herein, shall be, and hereby is, modified to include this Fifth
Amendment.  All references to the term “Loan Documents” contained in
the Credit Agreement and the other Loan Documents are hereby modified and
amended wherever necessary to reflect such modification of such
term.

     

    11.          CONDITIONS
PRECEDENT.  As conditions precedent to the effectiveness of
this Agreement, all of the following shall have been satisfied:

     

    (a)           Borrower
and Subsidiary Guarantor shall have executed and delivered to Administrative
Agent this Fifth Amendment.

     

    (b)           Subsidiary
Guarantor shall have executed and delivered to Administrative Agent the Security
Agreement (Deposit Account).

     

    (c)           Subsidiary
Guarantor shall have executed and delivered to Administrative Agent the Second
Lien Deed of Trust.

     

    (d)           Borrower
shall have paid to Administrative Agent, for the benefit of the Lenders, a
nonrefundable commitment fee in the amount of $96,500.00 in the consideration of
the extension of the commitment.

     

    (e)           Borrower
shall cause to be delivered to Administrative Agent at Borrower’s expense an
endorsement to the Title Insurance to show that policy coverage has not been
modified or terminated solely by virtue of this Agreement.

     

    (f)   
        Administrative Agent shall have
received and approved all resolutions, certificates or other documents as
Administrative Agent may request relating to the formation, existence and good
standing of Borrower and Subsidiary Guarantor, corporate authority for the
execution and validity of this Fifth Amendment, and all other documents,
instruments and agreements and any other matters relevant hereto or thereto, all
in form and substance satisfactory to Administrative Agent.

     

    (g)           All
documents required by Bank of America, N.A. relating to the modification of the
Mockingbird Loan shall have been executed.

     

    12.          COSTS, EXPENSES AND
FEES.  Borrower hereby agrees to pay all reasonable attorneys’
fees and other costs and expenses incurred by Administrative Agent in connection
with the preparation, negotiation, execution and/or recordation of this Fifth
Amendment.

    
       

      
        
          	
                  FIFTH
      AMENDMENT TO CREDIT AGREEMENT

                	
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      6

                


        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
10.3


     

    13.          RELEASE OF
CLAIMS.  In consideration of, among other things, the
accommodations which Agent and the Lenders have agreed to extend for the benefit
of Borrower and Subsidiary Guarantor pursuant to this Agreement, each of
Borrower and Subsidiary Guarantor hereby forever waives, releases and discharges
any and all claims (including, without limitation, cross-claims, counterclaims,
rights of setoff and recoupment), causes of action, demands, suits, costs,
expenses, and damages that they  now have or hereafter may have, of
whatsoever nature and kind, whether known or unknown, whether now existing or
hereafter arising, whether arising at law or in equity (collectively, the “Claims”), against
Administrative Agent and each Lender and each of their subsidiaries, affiliates,
successors, assigns, officers, directors, employees, agents, attorneys and other
representatives (collectively, the “Released Parties”),
based in whole or in part on facts, whether or not known, existing on or prior
to the date of this Fifth Amendment.  The acceptance by Borrower and
Subsidiary Guarantor of the accommodations and other consideration provided by
Agent and each Lender as set forth in this Agreement, shall constitute a
ratification, adoption and confirmation by Borrower and Subsidiary Guarantor of
the foregoing general release of all Claims against each Released party which is
based in whole or in part on facts, whether or not now known or unknown,
existing on or prior to the date of receipt of any such proceeds or other
financial accommodations.  The provisions of this Section 13 shall
survive the termination of the Loan Documents.

     

    14.          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 Fifth 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 properties of it may be bound; (b) this Fifth
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 Fifth 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.

     

    15.          RATIFICATION.  The
parties to this Fifth Amendment agree that the terms and provisions of this
Fifth Amendment shall modify and supersede all inconsistent terms and provisions
of the Credit Agreement and, except as expressly modified and superseded by this
Fifth 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.

     

    16.          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.

    
       

      
        
          	
                  FIFTH
      AMENDMENT TO CREDIT AGREEMENT

                	
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    Exhibit
10.3


     

    17.          NON-WAIVER OF RIGHTS,
REMEDIES, CLAIMS AND DEFENSES.  This Fifth Amendment in no way
constitutes or shall be deemed (i) a release or relinquishment of any of the
liens and security interests created pursuant to the Loan Documents, and
Borrower and Subsidiary Guarantor, hereby expressly acknowledge and agree that
all such liens and security interests are and shall remain valid and subsisting,
and superior to all liens and security interests other than those exceptions
heretofore expressly approved by Lenders or their predecessors, (ii) a waiver
of, or consent by Lenders to, any default or event of default which may exist or
hereafter occur under any of the Loan Documents, or (iii) a waiver of any of
Borrower’s obligations under any of the Loan Documents.

     

    18.          COUNTERPARTS.  This
Fifth 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.

     

    19.          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.

     

    20.          APPLICABLE
LAW.  This Fifth 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]

     

    
      
        	
                FIFTH
      AMENDMENT TO CREDIT AGREEMENT

              	
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    Exhibit
10.3


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      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:

                                    	 
      
	 
      	 
      	
                                      Title:

                                    	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      	
              STATE
      OF TEXAS

            	
              §

            
	 
      	
              §

            
	
              COUNTY
      OF DALLAS

            	
              §

            


    

    


    The foregoing instrument was
acknowledged before me this _____ day of _________________, 2009, by
___________________________________________________,
_____________________________________ 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.

    
      
        
          
            
              
                
                  
                    
                      	 
	
                              Notary
      Public – State of Texas

                            
	
                               

                            
	 
      
	
                              Printed
      Notary’s Name

                            
	 
      
	
                              Notary’s
      Commission Expires:

                            
	
                               

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
        	
                FIFTH
      AMENDMENT TO CREDIT AGREEMENT

              	
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    Exhibit
10.3

    


    
      
        
          
            
              
                
                  
                    	ADMINISTRATIVE
      AGENT:
	 
	
                            BANK
      OF AMERICA, N.A.,

                          
	
                            a
      national banking association,

                          
	
                            as
      Administrative Agent

                          
	 
      	 
      
	
                            By:

                          	 
      
	
                            Name:

                          	 
      
	
                            Title:

                          	 
      


                  

                

              

            

          

        

      

    

    


    
      
        	
                STATE
      OF TEXAS

              	
                §

              
	 
      	
                §

              
	
                COUNTY
      OF DALLAS

              	
                §

              


      

    

    


    The foregoing instrument was
acknowledged before me this _____ day of December, 2009, by ___________,
_________ of Bank of America, N.A., a national banking association, on behalf of
said association.

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Witness
      my hand and official seal.

                            	 
	
                               

                            	 
      
	 
      	
                              Notary
      Public – State of Texas

                            
	 
      	 
      
	 
      	
                               

                            
	 
      	
                              Printed
      Notary’s Name

                            
	 
      	 
      
	 
      	Notary’s
      Commission Expires: 
	 
      	
                               

                            


                    

                  

                

              

            

          

        

      

    

    
       

      
        
          	
                  FIFTH
      AMENDMENT TO CREDIT AGREEMENT

                	
                  Page
      10

                


        

         

      

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
10.3

    


    
      
        
          
            
              
                	
                        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:

                      	 
      
	 
      	
                        Title:

                      	 
      


              

            

          

        

      

    

    


    
      
        	
                STATE
      OF TEXAS

              	
                §

              
	 
      	
                §

              
	
                COUNTY
      OF DALLAS

              	
                §

              


      

    

    


    The foregoing instrument was
acknowledged before me this _____ day of December, 2009, by
________________________________________, _____________________________ of
Behringer Harvard 250/290 Carpenter GP, LLC, a Delaware limited liability
company, general partner of Behringer Harvard 250/290 Carpenter LP, a Texas
limited partnership, on behalf of said partnership and company.

    


    
      
        
          
            
              
                
                  	
                          Witness
      my hand and official seal.

                        	 
      
	 
      	
                           

                        
	 
      	
                          Notary
      Public – State of Texas

                        
	 
      	 
      
	 
      	
                           

                        
	 
      	
                          Printed
      Notary’s Name

                        
	 
      	 
      
	 
      	Notary’s
      Commission Expires: 
	 
      	
                           

                        


                

              

            

          

        

      

    

    
       

      
        
          	
                  FIFTH
      AMENDMENT TO CREDIT AGREEMENT

                	
                  Page
      11

                


        

         

      

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
10.3

     

    CONSENT
OF SUBORDINATE LENDER

     

    Behringer
Harvard Holdings, LLC (“Subordinate Lender”) hereby:  (a) acknowledges
its consent to the extension of the Maturity Date of the Loan and to each and
every term of this Fifth Amendment, (b) ratifies, confirms and agrees that the
Subordination Agreement dated as of October 30, 2008, between Subordinate
Lender, Administrative Agent, and Borrower is still in full force and effect,
(c) confirms that the Subordinate Note, the subject of the Subordination
Agreement, now refers to that certain Fourth Amended and Restated Unsecured
Promissory Note dated _________, 2009, by Borrower in favor of Subordinate
Lender in the maximum principal amount of $40,000,000.00, and (d) acknowledges
that there are no claims or offsets against, or defenses or counterclaims to,
the terms and provisions of, and the obligations created and evidenced by, the
Subordinate Note or any other document evidencing the Subordinate Loan (as
defined in the Subordination Agreement).

     

    BEHRINGER
HARVARD HOLDINGS, LLC,

    a
Delaware limited liability company

     

    
      
        
          
            
              	
                      By:

                    	 
      
	
                      Name:

                    	 
      
	
                      Title:

                    	 
      


            

          

        

      

    

    


    
      
        	
                STATE
      OF TEXAS

              	
                §

              
	 
      	
                §

              
	
                COUNTY
      OF DALLAS

              	
                §

              


      

    

    


    The foregoing instrument was
acknowledged before me this _____ day of December, 2009, by
_____________________________________________, ______________________ of
Behringer Harvard Holdings, LLC, a Delaware limited liability company, on behalf
of said limited liability company.

    


    
      
        
          
            
              	
                      Witness
      my hand and official seal.

                    	 
      
	 
      	
                       

                    
	 
      	
                      Notary
      Public – State of Texas

                    
	 
      	 
      
	 
      	
                       

                    
	 
      	
                      Printed
      Notary’s Name

                    
	 
      	 
      
	 
      	Notary’s
      Commission Expires:
	 
      	
                       

                    


            

          

        

      

    

    
       

      
        
          	
                  FIFTH
      AMENDMENT TO CREDIT AGREEMENT

                	
                  Page
      12

                


        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
10.3

    


    Exhibit
A

    Legal
Description

     

    
      BEING all
of the re-plat of Site 5 of the Revision of Las Colinas, Area II, an addition to
the City of Irving, Dallas County, Texas, according to the plat thereof recorded
in Volume 81047, Page 1139, Map Records, Dallas County, Texas, together with
certificate of correction recorded in Volume 86158, Page 893, Deed Records,
Dallas County, Texas, and being more particularly described as
follows:

      


      Beginning
at a 5/8 inch iron rod set for corner at the intersection of the Southwest
right-of-way line of East John W. Carpenter Freeway (State Highway No. 114)
(variable width right-of-way) with the Southeast right-of-way line of Goodson
Drive (60 foot right-of-way) at the most Northern corner of said
addition;

      


      Thence
South 39 degrees 34 minutes 30 seconds East, along the Southwest right-of-way
line of said East John W. Carpenter Freeway a distance of 324.50 feet to a 1/2
inch iron rod found for corner (control monument);

      


      Thence
South 27 degrees 39 minutes 21 seconds East, continuing along said East John W.
Carpenter Freeway a distance of 408.98 feet to a 5/8 inch iron rod set for
corner;

      


      Thence
South 51 degrees 15 minutes 27 seconds East, continuing along the Southwest
right-of-way line of said East John W. Carpenter Freeway a distance of 101.20
feet to a 5/8 inch iron rod set for corner at its intersection with the
Northwest right-of-way line of Wingren Drive (60 foot right-of-way), said point
being the most Eastern corner of said addition;

      


      Thence
South 50 degrees 20 minutes 43 seconds West, along the Northwest right-of-way
line of said Wingren Drive a distance of 75.33 feet to a 5/8 inch iron rod set
for corner at the beginning of a curve to the left having a radius of 999.59
feet, a central angle 16 degrees 55 minutes 41 seconds, and a chord which bears
South 42 degrees 22 minutes 34 seconds West, a distance of 294.26
feet;

      


      Thence in
a Southwesterly direction along the curving Northwest right-of-way line of said
Wingren Drive an arc distance of 295.33 feet to an “x” set for
corner;

      


      Thence
South 32 degrees 22 minutes 07 seconds West, continuing along the Northwest
right-of-way line of said Wingren Drive, a distance of 115.00 feet to a 1/2 inch
iron rod found for corner (control monument) at the beginning of a curve to the
left having a radius of 1225.68 feet, a central angle of 10 degrees 12 minutes
59 seconds, and a chord which bears South 28 degrees 15 minutes 26 seconds
West, a distance of 218.26 feet;

      


      Thence in
a Southwesterly direction along the curving right-of-way line of said Wingren
Drive an arc distance of 218.55 feet to a 5/8 inch iron rod set for corner at
its intersection with the Northeast right-of-way line of Decker Drive (60 foot
right-of-way) at the most southern corner of said addition;

       

      
        
          
            	
                    FIFTH
      AMENDMENT TO CREDIT AGREEMENT

                  	
                    Page
      13

                  


          

           

        

      

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
10.3

    


    
      Thence
North 68 degrees 19 minutes 38 seconds West, along the Northeast right-of-way
line of said Decker Drive a distance of 14.31 feet to a 5/8 inch iron rod set
for corner at the beginning of a curve to the right having a radius of 626.57
feet, a central angle of 21 degrees 31 minutes 54 seconds, and a chord which
bears North 57 degrees 27 minutes 13 seconds West, a distance of 234.08
feet;

      


      Thence in
a Northwesterly direction along the curving right-of-way of said Decker Drive an
arc distance of 235.46 feet to a 5/8 inch iron rod set for corner;

      


      Thence
North 46 degrees 41 minutes 46 seconds West, along the Northeast right-of-way
line of said Decker Drive a distance of 282.99 feet to a 5/8 inch iron rod set
for corner at the beginning of a curve to the left having a radius of 699.26
feet, a central angle of 19 degrees 29 minutes 33 seconds, and a chord which
bears North 56 degrees 29 minutes 29 seconds West, a distance of 236.75
feet;

      


      Thence in
a Northwesterly direction along the curving right-of-way of said Decker Drive an
arc distance of 237.90 feet;

      


      Thence
North 66 degrees 06 minutes 17 seconds West, along the Northeast right-of-way
line of said Decker Drive a distance of 24.19 of feet to a 5/8 inch iron rod set
for corner at its intersection with the Southeast right-of-way line of said
Goodson Drive, at the most Western corner of said addition;

      


      Thence
North 30 degrees 27 minutes 05 seconds East, along the Southeast right-of-way
line of said Goodson Drive a distance of 490.03 feet to a 5/8 inch iron rod set
for corner at the beginning of a curve to the right having a radius of 820.69
feet, a central angle of 19 degrees 59 minutes 59 seconds, and a chord which
bears North 40 degrees 25 minutes 30 seconds East, a distance of 285.02
feet;

      


      Thence in
a Northeasterly direction, along the curving right-of-way line of said Goodson
Drive an arc distance of 286.47 feet to a 5/8 inch iron rod set for
corner;

      


      Thence
North 50 degrees 25 minutes 30 seconds East, a distance of 195.00 feet to the
Place of Beginning and containing 15.407 acres of land.

    

    
       

      
        
          	
                  FIFTH
      AMENDMENT TO CREDIT AGREEMENT

                	
                  Page
      14