[COMPASS BANK LOGO]



                           CONSTRUCTION LOAN AGREEMENT



DATE:             May 30, 2003



LENDER:           Compass Bank

                  P.O. Box 10566

                  Birmingham, Alabama 35296

                  Attention: Commercial Real Estate Department



BORROWER:         Roberts Properties Residential, L.P.



                  Type of entity: Georgia limited partnership



                  Address:        8010 Roswell Road

                                  Suite 120

                                  Atlanta, Georgia 30350



GUARANTORS:       Those Guarantors as may be specified in the Commitment Letter.



PROJECT:          Addison Place Shoppes, located in Fulton County, Georgia on

                  the real property described on EXHIBIT A hereto



LOAN AMOUNT:      $6,500,000



COMMITMENT

LETTER:           Commitment Letter from Lender to Borrower dated May 21, 2003.

                  A copy of the Commitment Letter is attached as EXHIBIT C

                  hereto and made a part hereof.



CONSTRUCTION LOAN AGREEMENT



                                                                          PAGE 1



{PAGE}



                                                                 Exhibit 10.12.2



WHEREAS, Lender has agreed to make the Loan to Borrower in accordance with the

terms and conditions set forth in the Commitment Letter.



NOW THEREFOR, in consideration of premises, the mutual promises hereinafter

contained and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the parties, intending to be legally bound

hereby, agree as follows:



1. COMMITMENT LETTER. The Loan shall be made, secured, guaranteed and disbursed

in accordance with the terms and conditions of the Commitment Letter, which

shall survive the closing of the Loan except to the extent modified in the Loan

Documents. Defined terms shall have the meanings given to them in the Commitment

Letter unless otherwise expressly set forth herein. The term "Deed to Secure

Debt" used herein and the term "mortgage" as used in the Commitment Letter shall

both mean and refer to that certain Future Advance Deed to Secure Debt,

Assignment of Rents and Leases and Security Agreement of even date herewith by

Borrower in favor of Lender.



2. CONSTRUCTION. Borrower shall construct and complete the Project as set forth

in the Commitment Letter.



3. CONDITIONS FOR FINAL DISBURSEMENT. In addition to the conditions contained in

the Commitment Letter, prior to and as a condition precedent to Lender's

obligation to make the final disbursement under the Loan, each of the following

conditions shall have been and continue to be fully satisfied:



         (a)      FINAL CERTIFICATES. Borrower shall have exhibited or caused to

                  be exhibited to Lender the final certificate of approval of

                  the various governmental authorities having jurisdiction,

                  including without limitation, a building shell certificate of

                  occupancy, any necessary construction certificates, and

                  certificates of the full payment and discharge of all costs,

                  expenses, contract payments and charges relating to

                  construction; and



         (b)      SUBSTANTIAL COMPLETION. Lender shall have received

                  certification from Lender's inspector of the substantial

                  completion of the Project.



4. ADDITIONAL REQUIREMENTS REGARDING DISBURSEMENTS. Lender may require five (5)

business days' notice in writing from Borrower prior to a disbursement under the

Loan. Unless otherwise agreed by Borrower and Lender, all disbursements are to

be made at the office of Lender or at such other place as Lender shall designate

and are to be credited to a construction account with Lender and disbursements

made therefrom upon written request of Borrower and satisfaction of all other

conditions precedent thereto.



5. CERTAIN DISBURSEMENTS. Prior to the satisfaction of the conditions set forth

herein and in the Commitment Letter, Lender may at its sole option, but shall

have no obligation to, disburse such sums as Lender may elect, including without

limitation amounts owed for expenses to Lender by Borrower.



6. REPRESENTATIONS AND WARRANTIES OF BORROWER. In order to induce Lender to

enter into this Agreement and to make the Loan for which provision is made

herein, the Borrower represents and warrants to Lender that:



         (a)      BORROWER'S ORGANIZATION AND AUTHORITY. The Borrower, if not an

                  individual, is a legal entity of the type set forth at the top

                  of page 1 hereof, duly organized, validly existing and in good

                  standing in its state of organization and is qualified or

                  registered, as required by law, and in good standing in all

                  jurisdictions where qualification or registration is

                  necessary. The Borrower and any Guarantor have all requisite

                  corporate, partnership, association, trust, or other power and

                  authority, and have taken or caused to be taken all necessary

                  corporate, partnership, association, trust, or other action

                  (including any necessary shareholder, partner, member or

                  beneficiary action) necessary to execute, deliver, enter into

                  and perform in accordance with the Loan Documents. Upon

                  execution and delivery hereof and thereof, the Loan Documents

                  will constitute valid and binding obligations of the Borrower,

                  any Guarantor, and the other parties thereto, enforceable in

                  accordance with their respective terms, and the Note will be

                  entitled to the benefits of this Agreement, the Commitment and

                  the other Loan Documents.



         (b)      ADVERSE CHANGE. There has been no material adverse change in

                  the business, properties, or condition (financial or

                  otherwise) of Borrower, any Guarantor or any of the Collateral

                  since the date of the last financial statements furnished to

                  Lender.



         (c)      LITIGATION. Except for any litigation or claims specifically

                  described on EXHIBIT B hereto, there is no action, suit or

                  proceeding at law or in equity or by or before any

                  governmental instrumentality or other agency now pending, or,

                  to the knowledge of the Borrower threatened or in prospect

                  against or affecting the Borrower, any Guarantor, or any

                  properties or rights of the Borrower or any Guarantor which,

                  if adversely determined, would materially or adversely affect

                  the business, properties, or financial condition of the

                  Borrower, any Guarantor or any of the Collateral. Borrower is

                  not currently affected by any strike or other labor

                  disturbance, nor is the Borrower or any Guarantor in default

                  in any respect under any judgment, order, injunction, rule,

                  ruling or regulation of any court or governmental commission,

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC