NTS Mortgage Income Fund Sample Contracts

AGREEMENT
Loan Agreement • January 14th, 1998 • NTS Mortgage Income Fund • Real estate investment trusts • Kentucky
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FIRST AMENDMENT TO PROMISSORY NOTE
Promissory Note • September 20th, 2010 • NTS Mortgage Income Fund • Real estate investment trusts

THIS FIRST AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is made and entered into as of September 15, 2010 by and between [i] NTS/VIRGINIA DEVELOPMENT COMPANY, a Virginia corporation, having an address of 10172 Linn Station Road, Louisville, Kentucky 40223 (“Borrower”), and [ii] RESIDENTIAL MANAGEMENT COMPANY, a Kentucky corporation, having an address of 10172 Linn Station Road, Louisville, Kentucky 40223 (“Lender”).

FIRST AMENDMENT TO CONSOLIDATED AND AMENDED AND RESTATED PROMISSORY NOTE
Promissory Note • September 20th, 2010 • NTS Mortgage Income Fund • Real estate investment trusts

THIS FIRST AMENDMENT TO CONSOLIDATED AND AMENDED AND RESTATED PROMISSORY NOTE (the “Amendment”) is made and entered into as of September 15, 2010 by and between [i] ORLANDO LAKE FOREST JOINT VENTURE, a Florida joint venture, having an address of 10172 Linn Station Road, Louisville, Kentucky 40223 (“Borrower”), and [ii] NTS DEVELOPMENT COMPANY, a Kentucky corporation, having an address of 10172 Linn Station Road, Louisville, Kentucky 40223 (“Lender”).

FIRST AMENDMENT TO CONSOLIDATED AND AMENDED AND RESTATED PROMISSORY NOTE
Promissory Note • September 20th, 2010 • NTS Mortgage Income Fund • Real estate investment trusts

THIS FIRST AMENDMENT TO CONSOLIDATED AND AMENDED AND RESTATED PROMISSORY NOTE (the “Amendment”) is made and entered into as of September 15, 2010 by and between [i] NTS MORTGAGE INCOME FUND, a Delaware corporation, having an address of 10172 Linn Station Road, Louisville, Kentucky 40223 (“Borrower”), and [ii] NTS DEVELOPMENT COMPANY, a Kentucky corporation, having an address of 10172 Linn Station Road, Louisville, Kentucky 40223 (“Lender”).

PROMISSORY NOTE MODIFICATION AGREEMENT
Promissory Note Modification Agreement • May 15th, 2009 • NTS Mortgage Income Fund • Real estate investment trusts • Ohio

This Promissory Note Modification Agreement (“Agreement”) is entered into this 15th day of May, 2009 (“Effective Date”) by and between NATIONAL CITY BANK, a national banking association (successor by merger with The Provident Bank) (the “Lender”), having an office at One East Fourth Street, Cincinnati, Ohio 45202, NTS/VIRGINIA DEVELOPMENT COMPANY (“NTS/Virginia”), a Virginia corporation, and NTS/LAKE FOREST II RESIDENTIAL CORPORATION, a Kentucky corporation (“NTS/Lake Forest II”; NTS/Virginia and NTS/Lake Forest II are sometimes hereinafter collectively referred to as the “Borrowers”), ORLANDO LAKE FOREST JOINT VENTURE, a Florida joint venture “Orlando Lake Forest”), NTS MORTGAGE INCOME FUND, a Delaware corporation and NTS GUARANTY CORPORATION, a Kentucky corporation (collectively, the “Guarantors”).

UNCONDITIONAL AND CONTINUING GUARANTY
Unconditional and Continuing Guaranty • August 25th, 2009 • NTS Mortgage Income Fund • Real estate investment trusts • Ohio

THIS UNCONDITIONAL AND CONTINUING GUARANTY (the “Guaranty”) is made this 18th day of August, 2009, by NTS GUARANTY CORPORATION,a Kentucky corporation, whose address for all purposes relevant to this Guaranty is 10172 Linn Station Road, Louisville, Kentucky 40223 (“Guarantor”) in favor of NATIONAL CITY BANK, a national banking association having an address at One East Fourth Street, Cincinnati, Ohio 45202 (the “Bank”).

SIXTH MORTGAGE LOAN MODIFICATION AGREEMENT
Mortgage Loan Modification Agreement • September 25th, 2008 • NTS Mortgage Income Fund • Real estate investment trusts • Ohio

THIS SIXTH MORTGAGE LOAN MODIFICATION AGREEMENT (the “Agreement”) is entered into as of the 1st day of September, 2008 by and among NATIONAL CITY BANK, a national banking association, successor by merger with The Provident Bank, One East Fourth Street, Cincinnati, Ohio 45202 (the “Lender”), NTS/VIRGINIA DEVELOPMENT COMPANY (“NTS/Virginia”), a Virginia corporation, and NTS/LAKE FOREST II RESIDENTIAL CORPORATION, a Kentucky corporation (“NTS/Lake Forest II”; NTS/Virginia and NTS/Lake Forest II are sometimes hereinafter collectively referred to as the “Borrowers”), ORLANDO LAKE FOREST JOINT VENTURE, a Florida joint venture “Orlando Lake Forest”), and NTS MORTGAGE INCOME FUND, a Delaware corporation (the “Guarantor”).

CONTRACT OF SALE
Contract of Sale • December 30th, 2008 • NTS Mortgage Income Fund • Real estate investment trusts • Kentucky
DEVELOPMENT LOAN DISBURSING AGREEMENT
Development Loan Disbursing Agreement • August 25th, 2009 • NTS Mortgage Income Fund • Real estate investment trusts

Re: $1,385,544.00 Development Loan to NTS/VIRGINIA DEVELOPMENT COMPANY, a Virginia corporation and NTS/LAKE FOREST II RESIDENTIAL CORPORATION, a Kentucky corporation for the Development of Eighteen (18) Single Family Residential Lots in Section 21A of the Fawn Lake Community, Spotsylvania County, Virginia

FIRST AMENDMENT TO PROMISSORY NOTE
Promissory Note • September 20th, 2010 • NTS Mortgage Income Fund • Real estate investment trusts

THIS FIRST AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is made and entered into as of September 15, 2010 by and between [i] NTS MORTGAGE INCOME FUND, a Delaware corporation, having an address of 10172 Linn Station Road, Louisville, Kentucky 40223 (“Borrower”), and [ii] NTS DEVELOPMENT COMPANY, a Kentucky corporation, having an address of 10172 Linn Station Road, Louisville, Kentucky 40223 (“Lender”).

FIRST AMENDMENT TO CONSOLIDATED AND AMENDED AND RESTATED PROMISSORY NOTE
Promissory Note • September 20th, 2010 • NTS Mortgage Income Fund • Real estate investment trusts

THIS FIRST AMENDMENT TO CONSOLIDATED AND AMENDED AND RESTATED PROMISSORY NOTE (the “Amendment”) is made and entered into as of September 15, 2010 by and between [i] NTS/VIRGINIA DEVELOPMENT COMPANY, a Virginia corporation, having an address of 10172 Linn Station Road, Louisville, Kentucky 40223 (“Borrower”), and [ii] RESIDENTIAL MANAGEMENT COMPANY, a Kentucky corporation, having an address of 10172 Linn Station Road, Louisville, Kentucky 40223 (“Lender”).

FIRST AMENDMENT TO CONSOLIDATED AND AMENDED AND RESTATED PROMISSORY NOTE
Promissory Note • March 22nd, 2010 • NTS Mortgage Income Fund • Real estate investment trusts

THIS FIRST AMENDMENT TO CONSOLIDATED AND AMENDED AND RESTATED PROMISSORY NOTE (the “Amendment”) is made and entered into as of March 31, 2010 by and between [i] ORLANDO LAKE FOREST JOINT VENTURE, a Florida joint venture, having an address of 10172 Linn Station Road, Louisville, Kentucky 40223 (“Borrower”), and [ii] RESIDENTIAL MANAGEMENT COMPANY, a Kentucky corporation, having an address of 10172 Linn Station Road, Louisville, Kentucky 40223 (“Lender”).

SERVICES AND DEVELOPMENT AGREEMENT by and between NTS MORTGAGE INCOME FUND and RESIDENTIAL MANAGEMENT COMPANY Effective January 1, 2009
Services and Development Agreement • December 30th, 2008 • NTS Mortgage Income Fund • Real estate investment trusts • Kentucky

THIS SERVICES AND DEVELOPMENT MANAGEMENT AGREEMENT (the “Agreement”), entered into as of the 24 th day of December, 2008 and effective as of January 1, 2009, by and between NTS MORTGAGE INCOME FUND, a Delaware corporation (“Fund”) and RESIDENTIAL MANAGEMENT COMPANY, a Kentucky corporation (collectively, the “Residential”).

TERMINATION OF ADVISORY AGREEMENT
Termination of Advisory Agreement • May 1st, 2012 • NTS Mortgage Income Fund • Real estate investment trusts

This TERMINATION OF ADVISORY AGREEMENT (“Agreement”) is entered into this 30th day of April, 2012, by and between NTS MORTGAGE INCOME FUND, a Delaware corporation (the “Fund”) and NTS ADVISORY CORPORATION, a Delaware corporation (the “Advisor”), under the following circumstances:

AMENDED AND RESTATED CONSOLIDATED AND AMEMDED AND RESTATED PROMISSORY NOTE
Promissory Note • June 29th, 2010 • NTS Mortgage Income Fund • Real estate investment trusts

WHEREAS, NTS FINANCIAL PARTNERSHIP, a Kentucky general partnership having an address of 10172 Linn Station Road, Louisville, Kentucky, 40223 (the “Lender”) has made certain loans and advances to NTS/VIRGINIA DEVELOPMENT COMPANY, a Virginia corporation having an address of 10172 Linn Station Road, Louisville, Kentucky 40223 (the “Borrower”), which loans and advances are evidenced by that certain Consolidated and Amended and Restated Promissory Note dated February 1, 2010 made by Borrower payable to the order of Lender in the face principal amount of Six Hundred Sixty Three Thousand Four Hundred Fifty Dollars and Twenty Five Cents ($663,450.25), as amended pursuant to that certain First Amendment to Consolidated and Amended and Restated Promissory Note, dated as of March 31, 2010 between Borrower and Lender (collectively, “Note 2010-1”); and

FIRST AMENDMENT TO CONSOLIDATED AND AMENDED AND RESTATED PROMISSORY NOTE
Promissory Note • March 22nd, 2010 • NTS Mortgage Income Fund • Real estate investment trusts

THIS FIRST AMENDMENT TO CONSOLIDATED AND AMENDED AND RESTATED PROMISSORY NOTE (the “Amendment”) is made and entered into as of March 31, 2010 by and between [i] NTS/VIRGINIA DEVELOPMENT COMPANY, a Virginia corporation, having an address of 10172 Linn Station Road, Louisville, Kentucky 40223 (“Borrower”), and [ii] NTS DEVELOPMENT COMPANY, a Kentucky corporation, having an address of 10172 Linn Station Road, Louisville, Kentucky 40223 (“Lender”).

FIRST AMENDMENT TO SERVICES AND DEVELOPMENT AGREEMENT
Services and Development Agreement • January 6th, 2010 • NTS Mortgage Income Fund • Real estate investment trusts

THIS FIRST AMENDMENT TO SERVICES AND DEVELOPMENT AGREEMENT (the “Agreement”) is made and entered into as of the 31st day of December, 2009, by and between NTS MORTGAGE INCOME FUND, a Delaware corporation (“Fund”), and RESIDENTIAL MANAGEMENT COMPANY, a Kentucky corporation (“Residential”)

PARTNERSHIP INTEREST PURCHASE AND SALE AGREEMENT
Partnership Agreement • May 1st, 2012 • NTS Mortgage Income Fund • Real estate investment trusts • Delaware

THIS PARTNERSHIP INTEREST PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of the 30th day of April, 2012, by and between (i) NTS MORTGAGE INCOME FUND, a Delaware corporation with principal office and place of business at 10172 Linn Station Road, Louisville, Kentucky 40223 (“Seller”) and (ii) BELLEMEADE DEVELOPMENT, LLC, a Delaware limited liability company, with principal office and place of business at 600 N. Hurstbourne Parkway, Suite 300, Louisville, Kentucky 40222 (“Purchaser”).

MORTGAGE LOAN MODIFICATION AGREEMENT
Mortgage Loan Modification Agreement • August 14th, 2003 • NTS Mortgage Income Fund • Real estate investment trusts

THIS MORTGAGE LOAN MODIFICATION AGREEMENT (the “Agreement”) is entered into as of the 16th day of May, 2003 by and among THE PROVIDENT BANK, an Ohio banking corporation, One East Fourth Street, Cincinnati, Ohio 45202 (the “Lender”), NTS/VIRGINIA DEVELOPMENT COMPANY (“NTS/Virginia”), a Virginia corporation, and NTS/LAKE FOREST II RESIDENTIAL CORPORATION, a Kentucky corporation (the “Borrowers”), NTS MORTGAGE INCOME FUND, A Delaware corporation and J.D. NICHOLS (the “Guarantors”).

SEVENTH MORTGAGE LOAN MODIFICATION AGREEMENT
Seventh Mortgage Loan Modification Agreement • August 25th, 2009 • NTS Mortgage Income Fund • Real estate investment trusts

THIS SEVENTH MORTGAGE LOAN MODIFICATION AGREEMENT (the “Agreement”) is entered into as of the 18th day of August, 2009 by and among NATIONAL CITY BANK, a national banking association, successor by merger with The Provident Bank, One East Fourth Street, Cincinnati, Ohio 45202 (the “Lender”), NTS/VIRGINIA DEVELOPMENT COMPANY (“NTS/Virginia”), a Virginia corporation, and NTS/LAKE FOREST II RESIDENTIAL CORPORATION, a Kentucky corporation (“NTS/Lake Forest II”; NTS/Virginia and NTS/Lake Forest II are sometimes hereinafter collectively referred to as the “Borrowers”), ORLANDO LAKE FOREST JOINT VENTURE, a Florida general partnership “Orlando Lake Forest”), NTS MORTGAGE INCOME FUND, a Delaware corporation and NTS GUARANTY CORPORATION, a Kentucky corporation (collectively, the “Guarantors”).

MORTGAGE INCOME FUND LIQUIDATING TRUST AGREEMENT
Liquidating Trust Agreement • May 1st, 2012 • NTS Mortgage Income Fund • Real estate investment trusts • Delaware

THIS LIQUIDATING TRUST AGREEMENT (this “Trust Agreement”), made as of the 30th day of April, 2012 among NTS MORTGAGE INCOME FUND, a dissolved corporation in the process of liquidating and winding up its affairs under the laws of the State of Delaware (the “Company”), CHRISTIANA TRUST, a division of Wilmington Savings Fund Society, FSB, as a trustee (the “Resident Trustee”), and ROBERT H. RICE, SR. as managing trustee (the “Managing Trustee” and, with the Resident Trustee, the “Trustees”). The parties hereto hereby agree as follows:

PROMISSORY NOTE
Promissory Note • August 25th, 2009 • NTS Mortgage Income Fund • Real estate investment trusts

FOR VALUE RECEIVED, the undersigned, NTS/VIRGINIA DEVELOPMENT COMPANY, a Virginia corporation (“NTS Virginia”) and NTS/LAKE FOREST II RESIDENTIAL CORPORATION, a Kentucky corporation (collectively, the “Borrowers”), hereby unconditionally promise to pay to the order of NATIONAL CITY BANK, a national banking association (the “Bank”), as payee, having an office at One East Fourth Street, Cincinnati, Ohio 45202 or at such other place as the holder hereof may from time to time designate in writing, the principal sum of ONE MILLION THREE HUNDRED EIGHTY-FIVE THOUSAND FIVE HUNDRED FORTY-FOUR AND 00/100 DOLLARS ($1,385,544.00) or so much as is actually drawn by Borrowers hereunder in lawful money of the United States of America with interest thereon at the Libor Loan Rate in accordance with the terms of this Note.

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SECOND OMNIBUS AMENDMENT TO LOAN DOCUMENTS
Loan Agreement • June 2nd, 2011 • NTS Mortgage Income Fund • Real estate investment trusts • Kentucky

THIS SECOND OMNIBUS AMENDMENT TO LOAN DOCUMENTS (the “Amendment”) is made and entered into effective as of April 1, 2011, by and among: [i] NTS/VIRGINIA DEVELOPMENT COMPANY, a Virginia corporation having a mailing address of 10172 Linn Station Road, Louisville, Jefferson County, Kentucky 40223, and NTS/LAKE FOREST II RESIDENTIAL CORPORATION, a Kentucky corporation having an address of 10172 Linn Station Road, Louisville, Jefferson County, Kentucky 40223 (each a “Borrower”, and collectively, the “Borrowers”); [ii] ORLANDO LAKE FOREST JOINT VENTURE, a Florida general partnership having a mailing address at 10172 Linn Station Road, Louisville, Jefferson County, Kentucky 40223 (“Orlando Lake Forest”), and [iii] NTS MORTGAGE INCOME FUND, a Delaware corporation having a mailing address of 10172 Linn Station Road, Louisville, Jefferson County, Kentucky 40223, and NTS GUARANTY CORPORATION, a Kentucky corporation having an address at 10172 Linn Station Road, Louisville, Jefferson County, Kentuc

MUTUAL RELEASE AND SETTLEMENT AGREEMENT
Settlement Agreement • April 6th, 2011 • NTS Mortgage Income Fund • Real estate investment trusts • Florida

THIS MUTUAL RELEASE AND SETTLEMENT AGREEMENT (the “Agreement”), effective as of the date last signed by the “Parties” identified below, is entered into by and between LAKE FOREST MASTER COMMUNITY ASSOCIATION, INC. (“Association”); ORLANDO LAKE FOREST JOINT VENTURE, a Florida Joint Venture (“OLFJV”); ORLANDO LAKE FOREST, INC., a Florida corporation (“OLF”); NTS MORTGAGE INCOME FUND, a Delaware corporation (“NTSMIF”); OLF II CORPORATION, a Florida corporation (“OLFII”); and ORLANDO CAPITAL CORPORATION (“OCC”)(OLFJV, OLF, NTSMIF, OLFII, and OCC are sometimes collectively referred as the “OLFJV Entities”); and AMICK CONSTRUCTION, INC., a Florida corporation (“Amick”); ANDREYEV ENGINEERING, INC., a Florida corporation (“Andreyev”); BBM CLEARING & GRADING CONTRACTORS, LLC, a dissolved Florida limited liability company (“BBM”); DE WITT EXCAVATING, INC., a Florida corporation (“DeWitt”); DURA-STRESS, INC., a Florida corporation (“Dura-Stress”); DYER, RIDDLE, MILLS AND PRECOURT, INC., a Florida

FIRST AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTE
Promissory Note • March 22nd, 2010 • NTS Mortgage Income Fund • Real estate investment trusts

THIS FIRST AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTE (the “Amendment”) is made and entered into as of March 31, 2010 by and between [i] ORLANDO LAKE FOREST JOINT VENTURE, a Florida joint venture, having an address of 10172 Linn Station Road, Louisville, Kentucky 40223 (“Borrower”), and [ii] NTS DEVELOPMENT COMPANY, a Kentucky corporation, having an address of 10172 Linn Station Road, Louisville, Kentucky 40223 (“Lender”).

AGREEMENT REGARDING LAKE FOREST COUNTRY CLUB MEMBERSHIPS
Agreement Regarding Lake Forest Country Club Memberships • May 1st, 2012 • NTS Mortgage Income Fund • Real estate investment trusts • Kentucky

This AGREEMENT REGARDING LAKE FOREST COUNTRY CLUB MEMBERSHIPS (this “Agreement”) is made this 30th day of April, 2012 (the “Effective Date”) by and between NTS MORTGAGE INCOME FUND, a Delaware corporation (“MIF”), and NTS DEVELOPMENT COMPANY, a Kentucky corporation (“NTS”), under the following circumstances:

THIRD OMNIBUS AMENDMENT TO LOAN DOCUMENTS
Loan Agreement • December 27th, 2011 • NTS Mortgage Income Fund • Real estate investment trusts • Kentucky

THIS THIRD OMNIBUS AMENDMENT TO LOAN DOCUMENTS (the “Amendment”) is made and entered into effective as of November 30, 2011, by and among: [i] NTS/VIRGINIA DEVELOPMENT COMPANY, a Virginia corporation having a mailing address of 10172 Linn Station Road, Louisville, Jefferson County, Kentucky 40223, and NTS/LAKE FOREST II RESIDENTIAL CORPORATION, a Kentucky corporation having an address of 10172 Linn Station Road, Louisville, Jefferson County, Kentucky 40223 (each a “Borrower”, and collectively, the “Borrowers”); [ii] ORLANDO LAKE FOREST JOINT VENTURE, a Florida general partnership having a mailing address at 10172 Linn Station Road, Louisville, Jefferson County, Kentucky 40223 (“Orlando Lake Forest”), and [iii] NTS MORTGAGE INCOME FUND, a Delaware corporation having a mailing address of 10172 Linn Station Road, Louisville, Jefferson County, Kentucky 40223, and NTS GUARANTY CORPORATION, a Kentucky corporation having an address at 10172 Linn Station Road, Louisville, Jefferson County, Ken

SECOND AMENDMENT TO SERVICES AND DEVELOPMENT AGREEMENT
Services and Development Agreement • March 22nd, 2010 • NTS Mortgage Income Fund • Real estate investment trusts

THIS SECOND AMENDMENT TO SERVICES AND DEVELOPMENT AGREEMENT (the “Agreement”) is made and entered into as of the 31st day of March, 2010, by and between NTS MORTGAGE INCOME FUND, a Delaware corporation (“Fund”), and RESIDENTIAL MANAGEMENT COMPANY, a Kentucky corporation (“Residential”)

GUARANTY AGREEMENT
Guaranty Agreement • March 28th, 2008 • NTS Mortgage Income Fund • Real estate investment trusts • Kentucky

THIS GUARANTY AGREEMENT, (the “Agreement”) is made as of March 31, 1989 between NTS Mortgage Income Fund (the “Fund”) and NTS Guaranty Corporation (the “Guarantor”). All capitalized terms used herein shall have the meaning set forth in the Fund’s Registration Statement No. 33-25217, as amended, filed with the Securities and Exchange Commission on Form S-11.

STOCK PURCHASE AND SALE AGREEMENT
Stock Purchase and Sale Agreement • May 1st, 2012 • NTS Mortgage Income Fund • Real estate investment trusts • Delaware

THIS STOCK PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of the 30th day of April, 2012, by and between (i) NTS MORTGAGE INCOME FUND, a Delaware corporation with principal office and place of business at 10172 Linn Station Road, Louisville, Kentucky 40223 (“Seller”) and (ii) GLEN ARDEN DEVELOPMENT, LLC, a Delaware limited liability company, with principal office and place of business at 600 N. Hurstbourne Parkway, Suite 300, Louisville, Kentucky 40222 (“Purchaser”).

TERMINATION OF PROPERTY MANAGEMENT AGREEMENT
Termination of Property Management Agreement • December 30th, 2008 • NTS Mortgage Income Fund • Real estate investment trusts • Kentucky

This TERMINATION OF PROPERTY MANAGEMENT AGREEMENT (the “Agreement”) is made and entered as of the 31st day of December, 2008 by and between (i) RESIDENTIAL MANAGEMENT COMPANY, a Kentucky corporation, successor by assignment to NTS Residential Management Company) (“Residential”); (ii) NTS/LAKE FOREST II RESIDENTIAL CORPORATION, a Kentucky corporation (“Owner”); and (iii) NTS MORTGAGE INCOME FUND, a Delaware corporation (“Fund”). NTS RESIDENTIAL MANAGEMENT COMPANY, a Kentucky corporation (“NTS Residential”) joins in this Agreement for the purposes set forth in Paragraph 2 hereof.

FIFTH MORTGAGE LOAN MODIFICATION AGREEMENT
Fifth Mortgage Loan Modification Agreement • May 28th, 2008 • NTS Mortgage Income Fund • Real estate investment trusts

THIS FIFTH MORTGAGE LOAN MODIFICATION AGREEMENT (the “Agreement”) is entered into as of the 19th day of May, 2008 (“Effective Date”) by and among NATIONAL CITY BANK, a national banking association and successor by merger to The Provident Bank, One East Fourth Street, Cincinnati, Ohio 45202 (the “Lender”), NTS/VIRGINIA DEVELOPMENT COMPANY (“NTS/Virginia”), a Virginia corporation, and NTS/LAKE FOREST II RESIDENTIAL CORPORATION, a Kentucky corporation (the “Borrowers”), ORLANDO LAKE FOREST JOINT VENTURE, a Florida joint venture (“Orlando Lake Forest”) and NTS MORTGAGE INCOME FUND, a Delaware corporation (the “Guarantor”).

UNCONDITIONAL AND CONTINUING GUARANTY
Unconditional and Continuing Guaranty • August 25th, 2009 • NTS Mortgage Income Fund • Real estate investment trusts • Ohio

THIS UNCONDITIONAL AND CONTINUING GUARANTY (the “Guaranty”) is made this 18th day of August, 2009, by J.D. NICHOLS and NTS MORTGAGE INCOME FUND, a Delaware corporation, whose address for all purposes relevant to this Guaranty is 10172 Linn Station Road, Louisville, Kentucky 40223 (the “Guarantors”) in favor of NATIONAL CITY BANK, a national banking association having an address at One East Fourth Street, Cincinnati, Ohio 45202 (the “Bank”).

FIRST AMENDMENT TO AMENDED AND RESTATED CONSOLIDATED AND AMENDED AND RESTATED PROMISSORY NOTE
Promissory Note • September 20th, 2010 • NTS Mortgage Income Fund • Real estate investment trusts

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CONSOLIDATED AND AMENDED AND RESTATED PROMISSORY NOTE (the “Amendment”) is made and entered into as of September 15, 2010 by and between [i] NTS/VIRGINIA DEVELOPMENT COMPANY, a Virginia corporation, having an address of 10172 Linn Station Road, Louisville, Kentucky 40223 (“Borrower”), and [ii] NTS FINANCIAL PARTNERSHIP, a Kentucky general partnership, having an address of 10172 Linn Station Road, Louisville, Kentucky 40223 (“Lender”).

THIRD AMENDMENT TO SERVICES AND DEVELOPMENT AGREEMENT
Services and Development Agreement • June 29th, 2010 • NTS Mortgage Income Fund • Real estate investment trusts

THIS THIRD AMENDMENT TO SERVICES AND DEVELOPMENT AGREEMENT (the “Agreement”) is made and entered into as of the 30th day of June, 2010, by and between NTS MORTGAGE INCOME FUND, a Delaware corporation (“Fund”), and RESIDENTIAL MANAGEMENT COMPANY, a Kentucky corporation (“Residential”).

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