NEN New England Realty Associates Limited Partnership - 8-K

Item 1.01 Entry into a Material Definitive
Agreement.

On May 30, 2025, New England Realty Associates
Limited Partnership, a Massachusetts Limited Partnership (the “Partnership”), entered into two separate amendments (collectively,
the “Amendments”) to the Master Credit Facility Agreement, dated as of November 30, 2021 (as previously amended, supplemented,
or otherwise modified, the “Facility”) with KeyBank National Association (“KeyBank”).

Pursuant to the first amendment, KeyBank
agreed to provide the Partnership with an advance in the amount of $40,000,000, at a fixed interest rate of 5.99%. The Partnership’s obligations under the
Amendments and the Facility, including the above advances, are secured by mortgages on certain properties pursuant to certain Mortgage,
Assignment of Leases and Rents and Security Agreement and Fixture Filings (“Mortgages”).

Pursuant to the second amendment, the Bank provided
an additional advance in the amount of $18,664,000, at a fixed interest rate of 5.84%, secured by a mortgage on the Hamilton
Highlands property.

The Partnership intends to use the proceeds of
the $40,000,000 advance, together with existing cash on hand and a bridge loan from KeyBank, to purchase the Hill Estates property in
Belmont, Massachusetts.

The Partnership used the proceeds of the Hamilton
Highlands advance in the amount of $18,664,000, to refinance its existing loan with Brookline Bank.

The foregoing description of the Facility and
the Mortgages does not purport to be complete and is qualified in its entirety by reference to the text of the respective documents, which
are filed as Exhibit 10.1 and Exhibit 10.2, respectively, with this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 2.03.

As previously disclosed in the
Partnership’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, which was filed with the Securities and
Exchange Commission on May 9, 2025, the Partnership entered into a Rate Lock Authorization Agreement with the Bank in connection
with a proposed $18,759,000 refinancing of the Hamilton Highlands property and a $40,000,000 advance under the Facility. The
transactions were completed on May 30, 2025. The final principal amounts of the advances were $18,664,000 and $40,000,000,
respectively, and other material terms were consistent with the prior disclosure.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

104

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