US $3,000,000.00 October 25, 1999
FOR VALUE RECEIVED, the undersigned, ROBERTS PROPERTIES RESIDENTIAL, L.P., a Georgia
limited partnership ("Borrower"), promises to pay to the order of FIRST UNION NATIONAL BANK, a
national banking association, its successors and assigns (hereinafter, together with all subsequent holders of this
Note, called "Lender"), whose address is Post Office Box 740074, Mail Code 9031, Atlanta, Georgia 30374,
on or before the Maturity Date (hereinafter defined), the principal sum of THREE MILLION AND NO/100
DOLLARS ($3,000,000.00), together with interest on the unpaid principal balance from time to time outstanding
at the "Interest Rate" (hereinafter defined).
ARTICLE I. DEFINED TERMS
For purposes hereof:
1.1 "Business Day" means a day on which commercial banks and foreign exchange markets settle payments in
United States dollars in New York, New York and London, England.
1.2 "Business Day Convention" means that an adjustment shall be made for any date that would otherwise fall on
a day that is not a Business Day, so that such date will be the next following Business Day.
1.3 "LIBOR Market Rate Index" means, for any day, the rate for 1-month U.S. dollar deposits as reported by
Telerate page 3750 as of 11:00 am, London time, on such day, or if such day is not a London Business Day,
then the immediately preceding London business day (or if not so reported, then as determined by Lender from
another recognized source or interbank quotation). In the event that the LIBOR Market Index Rate shall no
longer be published or is no longer available for any reason, then Lender shall designate a comparable reference
rate which shall be deemed to be the LIBOR Market Index Rate hereunder.
1.4 "Interest Rate" means the rate of interest established pursuant to Paragraph 2.2 below.
1.5 "Loan" means the loan advanced under this Note and evidenced hereby and by the other Loan Documents
1.6 "Loan Documents" shall have the