Exhibit 10.5
THIRD AMENDMENT TO PROMISSORY NOTE
(Extending Term)
This Third Amendment to Promissory Note is executed as of this
30th day of August, 2002, by XXXXXXX PROPERTIES RESIDENTIAL, L.P., a Georgia
limited partnership (the "Borrower"), and AMSOUTH BANK, an Alabama banking
corporation (the "Bank").
Recitals
A. The Borrower executed to the order of the Bank that
certain Promissory Note, dated August 31, 2001, in the principal amount of
$2,700,000, as amended by that certain increased, amended and restated
promissory note, dated December 21, 2001, in the principal amount of $3,700,000,
as amended by that certain Second Amendment to Promissory Note, dated April 30,
2002 (the "Note").
B. The Note matures on August 30, 2002, and the Borrower
has requested that the Bank renew the debt evidenced by the Note and extend the
maturity date of the Note.
C. The Bank has agreed to such renewal and extension on
certain conditions, one of which is the execution of this Third Amendment by the
Borrower.
Agreement
NOW, THEREFORE, in consideration of the above Recitals, the
Borrower and the Bank hereby amend the Note as follows:
1. The Borrower acknowledges that the outstanding
principal balance under the Note is $3,700,000 on the
date hereof.
2. The maturity date is hereby extended from August 30,
2002, until May 30, 2003.
Notwithstanding the execution of this Third Amendment, the
indebtedness evidenced by the Note shall remain in full force and effect, and
nothing contained herein shall be interpreted or construed as resulting in a
novation of such indebtedness. The Borrower acknowledges and agrees that there
are no offsets or defenses to payment of the obligations evidenced by the Note,
as hereby amended, and hereby waives any defense, claim or counterclaim of the
Borrower regarding the obligations of the Borrower under the Note, as hereby
amended. The Borrower represents that there are no conditions of default or
facts or consequences which will or could lead to a default under the
obligations due from the Borrower under the Note, as amended herein.
Except as expressly amended hereby, the Note shall remain in
full force and effect in accordance with its terms, including, without
limitation, the security and the guaranty for the Note.
IN WITNESS WHEREOF, the Bank and the Borrower have caused this
Third Amendment to be executed by their respective duly authorized
representatives, all as of the date first set forth above.
XXXXXXX PROPERTIES RESIDENTIAL,
L.P., a Georgia limited partnership
By: RobertsRealty Investors, Inc., a Georgia
corporation, sole general partner
By: /s/ Xxxxxxx X. Xxxxxxx
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Its: Senior VP
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AMSOUTH BANK
By: /s/ Xxxxxxxx Xxxxx
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Its Vice President
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