Bluerock Residential Growth REIT (BRG) 10-Q 2011 Q3 Quarterly report

EXHIBIT 10.2

SECURED PROMISSORY NOTE MODIFICATION AGREEMENT

THIS NOTE MODIFICATION AGREEMENT (this “Agreement”) is made and entered into on August 31, 2011,  by and among BLUEROCKSPECIAL OPPORTUNITY + INCOME FUND II, LLC, a Delaware limited liability company (together with its successors and assigns, the “Lender”), and BEMT AUGUSTA, LLC, a Delaware limited liability company (the “Borrower”).

WITNESSETH:

WHEREAS, the Lender and the Borrower entered into that certain Secured Promissory Note dated as of September 1, 2010 (the “Promissory Note’), which Promissory Note evidenced the obligation of the Borrower to repay the loan to the Lender in the aggregate principal amount of $1,931,484.17 (the “Loan”) plus interest, fees and costs; and

WHEREAS, the Promissory Note was extended on February 28, 2011 (“the Note Modification Agreement”), and all amounts owing thereunder, including without limitation all principal and interest, became automatically and immediately due and payable on August 31, 2011; and

WHEREAS, the Borrower has requested that Lender modify the Promissory Note to further extend the maturity date thereof to February 28, 2012; and

WHEREAS, the Lender is willing to grant such request, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Defined Terms. All capitalized terms used herein and not otherwise expressly defined herein shall have the respective meanings given to such terms in the Promissory Note.

2. Amendment to Promissory Note.  The Promissory Note is hereby amended and restated to read as follows:

All outstanding principal and interest shall be due and payable on February 28, 2012 (the “Due Date”).

3. Effectiveness. The modification provided in paragraph 2 hereof shall be effective as of August 31, 2011 upon the execution and delivery of this Agreement by the parties hereto.

4. Reaffirmation of Promissory Note.  All other provisions of the Promissory Note shall continue to be in effect.

IN WITNESS WHEREOF, Borrower and Lender have caused their duly authorized officers to set their hands and seals as of the day and year first above written.

Borrower:
BEMT AUGUSTA, LLC
a Delaware limited liability company
By:	Bluerock Enhanced Multifamily Holdings, L.P.,
	a Delaware limited partnership
Its:	Sole Member
	By:	Bluerock Enhanced Multifamily Trust, Inc.,
		a Maryland corporation
	Its:	General Partner
		By:	/s/ Jordan Ruddy
		Name:	Jordan Ruddy
		Title:	COO
Lender:
BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND II, LLC
a Delaware limited liability company
By:	BR SOIF II Manager, LLC
	a Delaware limited liability company
Its:	Manager
	By:	Bluerock Real Estate, L.L.C,
		a Delaware limited liability company
	Its:	Sole Member
		By:	/s/ Jordan Ruddy
		Name:	Jordan Ruddy
		Title:	President