EXHIBIT 10.1
PROMISSORY NOTE MODIFICATION
AGREEMENT
This
Promissory Note Modification Agreement (“Agreement”) is
entered into this 21st day of November, 2008 (the
“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 (“MIF”), and NTS GUARANTY
CORPORATION , a Kentucky corporation (“Guaranty
Corp.”; MIF and Guaranty Corp. are sometimes hereinafter
collectively referred to as the
“Guarantors”).
WITNESSETH:
Whereas,
Borrowers executed and delivered to the Lender a Sixth Amended and
Restated Promissory Note in the principal amount of Seven Million
Three Hundred Fifty-Two Thousand and 00/100 Dollars ($7,352,000.00)
dated September 1, 2008 (the “Note”); and
Whereas,
Borrowers have requested and Lender has agreed to amend the
principal repayment provisions of said Note.
Now,
therefore, in consideration of the agreements contained herein, the
parties hereto do hereby agree as follows:
1.
Principal Repayment . Section 6, Principal Repayment
, of the Note shall be deleted in its entirety and the following
substituted in its place:
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Borrowers shall
make a one-time principal repayment of Four Hundred Thousand and
00/100 Dollars ($400,000.00) on or before December 1, 2008 and
shall make an additional one-time principal repayment of Two
Million and 00/100 Dollars ($2,000,000.00) on or before April 1,
2009, and upon making of each payment, Borrowers shall not be
entitled to reborrow such amounts.
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2.
Consent of Guarantors . The Guarantors hereby consent to the
foregoing modification and agree that nothing contained herein
shall impair their respective Unconditional Guaranties which will
continue in full force and effect.
3.
Consent of Orlando Lake Forest . Orlando Lake Forest hereby
consents to the foregoing modification.
4.
No Claims Against Lender. Borrowers represent and warrant
that Borrowers have no claims, counterclaims, setoffs, actions or
causes of actions, damages or liabilities of any kind or nature
whatsoever whether at law or in equity, in contract or
