Exhibit 10.2
This instrument prepared by
and upon recording return to:
Xxxx Xxxxx Xxxxxx, Esq.
Walston, Wells, Xxxxxxxx & Bains, LLP
000 00xx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
000-000-0000
STATE OF GEORGIA )
XXXXXX COUNTY )
FIRST AMENDMENT TO DEED TO SECURE DEBT,
SECURITY AGREEMENT AND ASSIGNMENT OF RENTS AND LEASES
This First Amendment to Deed to Secure Debt, Security
Agreement and Assignment of Rents and Leases ( this "First Amendment") is
executed as of this 21st day of December, 2002, by and between XXXXXXX
PROPERTIES RESIDENTIAL, L.P., a Georgia limited partnership (the "Grantor"), and
AMSOUTH BANK, a state banking corporation (the "Bank").
Recitals
A. The Grantor executed in favor of the Bank that
certain Deed to Secure Debt, Security Agreement and Assignment of Rents and
Leases dated as of August 31, 2001, recorded in the Office of the Clerk of
Superior Court of Xxxxxx County, Georgia, in Deed Book 30956, at page 194 (the
"Agreement"). Unless otherwise defined herein, capitalized terms shall have the
meaning assigned to them in the Agreement.
B. The parties desire to increase the amount of the loan
evidenced by the Note and to extend the maturity date described therein, and
have agreed to execute this First Amendment to reflect such increase and
extension.
Agreement
NOW, THEREFORE, in consideration of the Recitals, the Grantor
and the Bank hereby amend the Agreement as follows:
1. Recital A is hereby deleted in its entirety and replaced with
the following:
A. The Grantor is justly indebted to the Bank in the
principal sum of $3,700,000, as evidenced by an increased, amended and restated
promissory note executed by the Grantor, which note is payable in full on April
30, 2002, and bears interest as provided therein (the "Note").
2. The third paragraph of page 4 of the Agreement is hereby
deleted in its entirety and replaced with the following:
THIS INSTRUMENT is a deed passing the title to the Property to
the Bank and is made under the laws of the State of Georgia relating to deeds to
secure debt, and is not a mortgage, and is given to secure the payment of the
Debt, as described above, which includes, without limitation: (a) the debt
evidenced by the Note dated December 21, 2001, made by Grantor to the order of
the Bank in the principal amount of $3,700,000, with the final payment being due
on or before April 30, 2002, together with any and all renewals, modifications,
consolidations, replacements and extensions thereof; and (b) any and all
additional advances made or costs or expenses incurred by the Bank to protect or
preserve the Property or the security interest created hereby, or for taxes,
assessments or insurance premiums as hereinafter provided, or for performance of
any Grantor's obligations
hereunder, or for any other purpose provided herein (whether or not the original
Grantor remains the owner of the Property at the time such advances are made or
costs or expenses incurred).
Except as expressly amended hereby, the Agreement shall remain
in full force and effect in accordance with its terms.
The Grantor represents and warrants that the representations
and warranties set forth in the Agreement are as true and correct on the date
hereof as when initially made, except as such representation or warranty
expressly relates to another date.
The Grantor acknowledges and agrees that there are no offsets
or defenses to the obligations set forth in the Agreement, as hereby amended,
and represents that there are no Events of Default existing on the date hereof,
nor are there any facts or consequences which will or could lead to an Event of
Default under the Agreement.
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IN WITNESS WHEREOF, the Grantor and the Bank have caused this
First Amendment to be executed by their duly authorized respective
representatives as of the date first set forth above.
Signed, sealed and XXXXXXX PROPERTIES RESIDENTIAL, L.P., delivered
in the a Georgia limited partnership
presence of:
By: RobertsRealty Investors, Inc., a Georgia
corporation, sole general partner
/s/ Xxxxx X. Xxxxxx
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Unofficial Witness By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Secretary and Treasurer
/s/ Xxxxxx X. Xxxxxxx (CORPORATE SEAL)
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Notary Public
AFFIX SEAL
My Commission expires:
8/16/02
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Signed, sealed AMSOUTH BANK, an Alabama banking a
and delivered corporation
In the presence of:
/s/ Xxxx St. Xxxx By: /s/ Xxxxxxxx Xxxxx
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Unofficial Witness Its Vice President
/s/ Xxxxx X. Xxxxx
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Notary Public
AFFIX SEAL
My commission expires:
10/27/02
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