UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) November 16, 2021 (November 12, 2021)

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in Charter)

Massachusetts	0-12138	04-2619298
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification Number)

39 Brighton Avenue, Allston, Massachusetts	02134
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (617) 783-0039

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
CLASS A LIMITED PARTNERSHIP UNITS		NEN		NYSE AMERICAN

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry Into a Material Definitive Agreement.

On November 12, 2021, New England Realty Associates Limited Partnership (the “Partnership”) and certain affiliates of the Partnership entered into a Rate Lock Authorization Agreement ( the “Agreement”) with KeyBank National Association (“KeyBank”) dated as of November 10, 2021, and paid the requisite deposit of $3,120,000. The agreement calls for a loan of approximately $156,000,000 at a fixed interest rate of 2.97%. The Partnership intends to use the proceeds to pay down approximately $65,000,000 of existing debt secured by 11 properties, along with approximately $5,000,000 in prepayment penalties. The remaining balance of the facility of approximately $86,000,000 will be used for general partnership purposes. The description of the terms of the agreement is qualified by reference to the text of the Rate Lock Authorization Agreement, which is filed as Exhibit 10.1 with this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

10.1 Rate Lock Authorization Agreement dated as of November 12, 2021, by and between KeyBank National Association as the Lender, and New England Realty Associates Limited Partnership as the Borrower.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEW ENGLAND REALTY ASSOCIATES

	LIMITED PARTNERSHIP


	By:	NewReal, Inc., its General Partner


		By	/s/ Jameson Brown

			Jameson Brown, its Treasurer
Date November 16, 2021

Exhibit 10.1

RATE LOCK AUTHORIZATION AGREEMENT -
(Hamilton Company NERA Portfolio - Credit Facility)

This Rate Lock Authorization Agreement dated as of November __, 2021 (“Effective Date”) is entered into pursuant to the terms and provisions of that certain Term Sheet accepted August 23, 2021 (the “Term Sheet”) issued by KEYBANK NATIONAL ASSOCIATION, a national banking association (“Lender”), to the undersigned sponsor New England Realty Associates Limited Partnership, a Massachusetts limited partnership (“Sponsor”). Pursuant to the Term Sheet, the undersigned Borrowers (each individually a “Borrower”) intend to enter into a loan transaction with Lender for delivery of loan advances to Fannie Mae under a structured credit facility transaction (“Credit Facility”). The Credit Facility is to be evidenced by a Master Credit Facility Agreement that will be entered into by and between Lender and Borrower (“Master Agreement”) in the form attached hereto as Exhibit C. All capitalized terms not otherwise defined herein shall have the meaning ascribed to such term in the Master Agreement.

By executing this Rate Lock Authorization Agreement, Borrowers authorize Lender to obtain an Initial Advance funding commitment for the Portfolio (named below) with the terms summarized below:

Portfolio Name	Hamilton Company NERA Fannie Mae Credit Facility
Name of Property and Address	See Exhibit A
Borrower(s)	See Exhibit A
Guarantor(s)	N/A
Key Principal(s)	New England Realty Associates Limited Partnership; Jameson Brown
Amount of Initial Advance	$156,000,000
Term of Initial Advance	120 months
Amortization Period	N/A
Interest Only Term	120 months
Yield Maintenance Period	114 months
Prepayment Premium/Yield Maintenance Period Term	Yield Maintenance: Calculated by formula set forth in Schedule 4.1 of the Master Agreement (but in no event less than 1% of the outstanding principal balance) for the number of years set forth above. Prepayment is permitted at par during the last 3 months prior to the maturity date of the Loan.
Fixed Interest Rate	2.91% (Estimate Only – Final Interest Rate to be determined at the time of Rate Lock)
Accrual Basis	Actual/360
Closing Deadline	November 30, 2021
Rate Lock Expiration Date	November 12, 2021
Good Faith Deposit	2.00% of the Initial Advance
Origination Fee	0.55% of the Initial Advance (0.10% of which is due to Fannie Mae)
Replacement Reserve Funding Requirement	See SCHEDULE 5 TO MCFA, attached
Repairs and Required Repair Escrow Funding	See SCHEDULE 6 TO MCFA, attached
Tax and Insurance Escrow Funding	See MCFA Article 12, attached

The parties agree to lock the rate for the fixed rate Loan to be issued under the Master Agreement upon receipt of a 2.00% good faith deposit based on the Initial Advance for each fixed rate Loan in accordance with the above terms. Sponsor acknowledges that, upon Sponsor’s instruction to Rate Lock, Lender will also promptly lock the rate on the Initial Advance. Borrower and Sponsor acknowledge that the Rate Lock cannot occur until legal counsel to Fannie Mae has confirmed that all Rate Lock conditions have been satisfied. Borrower and Sponsor further acknowledge that if Rate Lock occurs and Lender fails to close and deliver the Initial Advance on or before the Closing Deadline, Fannie Mae will suffer substantial damages for locking the rate and taking a position in the financial market under a corresponding MBS transaction, and Fannie Mae will seek reimbursement of its damages from Lender. Should the Initial Advance not close for any reason other than arising from Lender’s sole default, or if Lender is unable to satisfy any post-delivery purchase conditions raised by Fannie Mae which requires action or cooperation from Borrower that Borrower does not fulfill (and Lender has otherwise used good faith efforts to close), Borrowers and Sponsor will be liable for all actual damages suffered by Lender and Fannie Mae and any Fannie Mae MBS investor relating to interest rate and other breakage costs incurred in connection with such Rate Lock together with all enforcement costs and expenses incurred by Lender and Fannie Mae in collecting such damages (including without limitation, actual and documented out of pocket third party fees and costs and reasonable and documented out of pocket legal fees and expenses incurred in connection with such enforcement). Lender shall apply the Good Faith Deposit to payment of such damages, plus Lender’s documented out of pocket expenses described above, and Borrower and Sponsor will be liable for any deficiency which will be immediately payable upon Lender’s demand therefor. Lender may also assign to Fannie Mae any claim for such damages that Lender may have against Borrower and Sponsor. The Lender will credit to the Borrower the full amount of the Good Faith Deposit at Closing. Any return of the Good Faith Deposit to Borrowers prior to Lender’s assertion of a claim for damages does not affect Borrower’s and Sponsor’s obligations hereunder.

This Rate Lock Authorization Agreement shall not be binding unless the enclosed copy hereof is signed by Borrower and Sponsor and returned via electronic delivery, along with a wire transfer of funds, pursuant to the wiring instructions set forth on Exhibit C attached hereto, and in the amount of the Good Faith Deposit, to Lender on or before the Effective Date. Upon closing of the Initial Advance, Lender will refund the Good Faith Deposit to Borrower. If the Initial Advance has not closed by 5:00 p.m. (EST) by the Closing Deadline, the Good Faith Deposit shall be deemed earned and retained by Lender unless such failure is the sole default of Lender.

A scanned and emailed copy of a duly executed and accepted counterpart of this Rate Lock Authorization Agreement (together with Lender’s receipt of the Good Faith Deposit) shall be sufficient to evidence the binding agreement of each party to the terms hereof. Borrower and Lender each agree to promptly return to the other an original, duly executed counterpart of this Rate Lock Authorization Agreement following the delivery of a scanned and emailed copy hereof.

Borrower hereby requests Lender to lock an interest rate for the Initial Advance that is no higher than the Interest Rate set forth above. If you have any questions, please contact your Lender representative Michael T. Johnson at 770-510-2135 or by email at [email protected].

	Very truly yours,

	KEYBANK NATIONAL ASSOCIATION, a national banking association

	By:
	Name:	Michael T. Johnson
	Title:	Senior Vice President

	AGREED AND ACCEPTED:


	BORROWER:

	COMMONWEALTH 1144 LIMITED PARTNERSHIP, a Massachusetts limited partnership

	By:	Commonwealth Apartments, Inc.,
	a Massachusetts corporation,
	its General Partner

By: