Exhibit 10.1


 


LOAN EXTENSION AGREEMENT


 


This Loan
Extension Agreement is dated as of this 28th day of December, 2005, by and
between Wachovia  Bank, National Association, a
national banking association with a place of business at One Boston Place, Boston,
Massachusetts (the “Lender”), ALLTX, LLC,
a Delaware limited liability company with an office at One Boston Place,
Boston, Massachusetts  02108 (the “Borrower”),
in consideration of the mutual covenants contained herein and the benefits to
be derived herefrom.


 


W I T N E S S E T H:


 


WHEREAS,
the Lender and the Borrower have entered into a certain loan arrangement (the “Loan
Arrangement”), which Loan Arrangement is evidenced by, among other documents
and instruments, a certain Loan Agreement dated as of September 15, 2005
(the “Loan Agreement”; capitalized terms used herein shall have the meanings
given in the Loan Agreement) and that certain Promissory Note dated as of September 15,
2005 made by the Borrower payable to the Lender in the original principal amount
of $5,556,347.50 (the “Note”); and


 


WHEREAS,
the Borrower has requested that the Lender extend the maturity date of the Note
as set forth herein and the Lender has agreed to do so upon the terms and
conditions set forth herein.


 


NOW,
THEREFORE, it is agreed by and between the Lender and
the Borrower as follows:


 


1.             The Lender and the Borrower hereby
agree that the maturity date of the Note is extended until July 3, 2006.  Until the Maturity Date, the Borrower shall
continue to pay, as and when due, all principal and accrued and unpaid interest
required pursuant to the terms of the Loan Agreement and the Note.


 


2.             The Borrower acknowledges and
agrees that, as of the date herein, the outstanding principal balance due under
the Note is $5,556,347.50.


 


3.             Upon the execution hereof, the
Borrower shall provide the Lender with written evidence that the maturity dates
of the BCP Loan and the REIT Line have been extended for a term ending no
earlier than January 1, 2007.


 


4.             Upon the execution hereof, the
Borrower shall pay to the Lender an extension fee of $23,280.00, in addition to
all fees and expenses incurred by the Lender in connection with the Loan
Arrangement.


 


5.             Provided no Default or Event of Default
shall then be in existence, the Lender shall extend the Maturity Date for an
additional period through January 1, 2007, upon the satisfaction of the
following conditions:


 





















 


5.1           Payment by the Borrower of an
extension fee equal to 42 basis points of the outstanding balance of the Note
as of July 3, 2006; and


 


5.2           The Borrower provides written notice
to the Lender of its request for an extension of the Maturity Date no later
than June 3, 2006.


 


6.             The Borrower acknowledges and
agrees that any and all collateral granted by the Borrower or any other party
to secure the obligations of the Borrower under the Note and the Loan Agreement
shall remain in full force and effect and shall continue to secure the
obligations of the Borrower to the Lender.


 


7.             It is intended that this Extension
Agreement take effect as an instrument under the seal of the laws of the
Commonwealth of Massachusetts.  This
Extension Agreement constitutes the entire agreement of the parties with
respect to the matters set forth herein and shall not be modified by any prior
oral or written discussions.


 


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  ALLTX, LLC, a
  Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Boston Capital Real Estate Investment
  Trust, Inc., a

  
	
   

  	
   

  	
   

  	
  Maryland corporation, its sole member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Jeffrey H. Goldstein

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Jeffrey H. Goldstein

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Peter D. Leahy

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Peter D. Leahy

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ACKNOWLEDGED, CONSENTED TO AND AGREED:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BCP FUNDING, LLC, a Delaware limited
  liability

  company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Boston Capital Companion Limited
  Partnership,

  
	
   

  	
   

  	
   

  	
  a Delaware limited partnership, its sole
  member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Boston Capital Partners II Corporation, a

  Delaware corporation, its sole general

  partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Jeffrey H. Goldstein

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Jeffrey H. Goldstein

  
	
   

  	
   

  	
   

  	
   

  	
  Title

  	
  Senior Vice President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ALLTX GP, LLC,
  a Delaware limited 

  
	
   

  	
   

  	
   

  	
   

  	
  liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  Boston Capital Real Estate 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Investment    Trust, Inc.,
  a

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Maryland corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Jeffrey H. Goldstein

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Jeffrey H. Goldstein

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  President

  
													



 


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