Exhibit
10.23
KEYBANK NATIONAL ASSOCIATION
1200
Abernathy Road, NE
Suite
1550
Atlanta, Georgia 30328
As of May 8, 2006
Hartman REIT
Operating Partnership, L.P.
and Hartman
REIT Operating Partnership III, L.P.
1450 West Sam
Houston Parkway North
Suite
100
Houston, Texas
77043
Attn: Terry
Henderson
|
Re:
|
Waiver
and Amendment No. 1
Hartman REIT
Operating Partnership, L.P. and Hartman
REIT
Operating Partnership III, L.P. Revolving Credit
Facility
|
Dear
Terry:
Reference is made to that certain Revolving
Credit Agreement with respect to the financing of up to $50,000,000
(as from time to time amended and in effect, the “Loan
Agreement”), dated as of March 11, 2005, among KeyBank
National Association (“KeyBank” or the
“Agent”) and certain other financial institutions
acting as lenders thereunder (the “Lenders”) in
connection with the revolving credit facilities provided to Hartman
REIT Operating Partnership, L.P. and Hartman REIT Operating
Partnership III LP (together, the “Borrower”).
Capitalized terms not defined herein shall have the meanings set
forth in the Loan Agreement.
You have
informed us that the Borrower has failed to comply with and observe
the covenants contained in Section 9.6 of the Loan Agreement with
respect to Distributions for the annual rolling four-quarter period
ending December 31, 2005 (the “Distributions Default”),
which such failure constitutes an “Event of Default”
under Section 14.1(c) of the Loan Agreement.
You have
requested on behalf of the Borrower that the Lenders waive the
foregoing Distributions Default under the Loan Agreement and reset
the Distributions test under the Loan Agreement through the period
ending December 31, 2006. This
