Exhibit
10.5
FIRST AMENDMENT TO SECURED LINE
OF CREDIT PROMISSORY NOTE
This First
Amendment to Secured Line of Credit Promissory Note (this “
Amendment ”) effective as of the 26
th day of August, 2008 (the “ Effective
Date ”), is made and entered into by and between
UNITED DEVELOPMENT FUNDING X, L.P., a Delaware limited
partnership (“ Borrower ”), and UNITED
DEVELOPMENT FUNDING III, L.P. , a Delaware limited partnership
(“ Lender ”).
R E C I T A L S:
A. Lender
has committed to advance funds to Borrower pursuant to that certain
Secured Line of Credit Promissory Note dated November 12, 2007, in
the original principal amount of up to U.S. Seventy Million and
NO/100 Dollars ($70,000,000.00) (the “ Note
”; capitalized terms not defined in this Amendment shall have
the respective meanings given to such terms in the
Note).
B. Lender’s
maximum Commitment to Borrower under the Note is U.S. Seventy
Million and NO/100 Dollars ($70,000,000.00).
C. Pursuant
to this Amendment, Lender and Borrower desire that, effective as of
the Effective Date, Lender’s maximum Commitment to Borrower
under the Note shall be reduced to U.S. Twenty-Five Million and
NO/100 Dollars ($25,000,000.00).
A G R E E M E N T:
NOW, THEREFORE,
in consideration of the premises and the mutual covenants and
agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Lender and Borrower agree as follows:
1.
Reduction in Commitment . Effective as of the
Effective Date, the definition of “ Commitment ”
set forth in Section 1 of the Note is hereby deleted and
replaced in its entirety with the following:
“ Commitment ” shall mean the
aggregate amount of up to U.S. Twenty-Five Million and NO/100
Dollars ($25,000,000.00).
2.
Principal Amount . All references in the Note and the other
Loan Documents to the U.S. Seventy Million and NO/100 Dollars
($70,000,000.00) principal amount of the Note, whether in words or
numbers, are hereby deleted and deemed replaced with U.S.
Twenty-Five Million and NO/100 Dollars ($25,000,000.00).
3.
Renewal of Note and Liens . Borrower hereby
renews, but does not extinguish, the Note and promises to pay to
the order of Lender, all amounts due under the Note, or so much
thereof as may be outstanding, together with interest at the rate
and in
