EXHIBIT 10.11
(XXXXX XXXX)
EIGHTH AMENDMENT TO PROMISSORY NOTE
This Eighth Amendment to Promissory Note (this "Eighth Amendment")
is effective as of March 31, 2004, by DIVERSICARE XXXXX XXXX, LLC, a Delaware
limited liability company (the "Borrower"), and GMAC COMMERCIAL MORTGAGE
CORPORATION, a California corporation (the "Lender").
Recitals
A. Diversicare Management Services Co., ("DMSC") executed to the
order of Lender that certain Promissory Note dated December 27, 1996, in the
original principal amount of $3,750,000, as amended by that certain Amendment to
Promissory Note dated November 30, 1999, by that certain Second Amendment to
Promissory Note dated April 30, 2000, by that certain Third Amendment to
Promissory Note dated June 30, 2000, by that certain Memorandum of Lender dated
September 8, 2000, by that certain Fourth Amendment to Promissory Note dated
September 29, 2000, by that certain Fifth Amendment to Promissory Note dated
December 31, 2000, by that certain Memorandum of Lender dated January 26, 2001,
by that certain Sixth Amendment to and Assumption of Promissory Note dated
February 28, 2001, and by that certain Seventh Amendment to Promissory Note
dated December 23, 2002 (the "Note"). Pursuant to the terms of the Sixth
Amendment to and Assumption of the Promissory Note dated February 28, 2001, the
Note was assumed by the Borrower. Unless otherwise defined herein, capitalized
terms shall have the meanings assigned to them in the Note.
B. The Note has matured.
C. The Borrower has requested that the Lender renew the debt
evidenced by the Note and extend the maturity date of the Note, and the Lender
has agreed to such renewal and extension on certain conditions, one of which is
the execution of this Eighth Amendment by the Borrower.
Agreement
NOW, THEREFORE, in consideration of the above Recitals, the Borrower
and the Lender hereby amend the Note as follows:
1. By that certain Second Amendment to Promissory Note dated April 30,
2000, Section 2.2 of the Note was amended as follows: "2.2 Principal and
Interest Payments commencing on May 1, 2000, and continuing on the first day of
each calendar month thereafter through and including the Maturity Date (defined
below), monthly payments of principal and interest shall be made in such amount
as is necessary, taking into account the then effective LIBOR Rate, to fully
amortize the unpaid principal balance of the Note on the date that is
twenty-five (25) years after the first Rate Adjustment Date."
2. Section 4 of the Note, Maturity Date, is hereby amended to extend
the Maturity Date to April 1, 2005. All references in the Note to the "Maturity
Date" are hereby amended to mean April 1, 2005.
Except as expressly amended herein, the Note shall remain in full force
and effect in accordance with its terms and conditions.
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Notwithstanding the execution of this Eighth Amendment, the indebtedness
evidenced by the Note shall remain in full force and effect, and nothing
contained herein shall be interpreted or construed as resulting in a novation of
such indebtedness. The Borrower acknowledges and agrees that there are no
offsets or defenses to payment of the obligations evidenced by the Note, as
hereby amended, and hereby waives any defense, claim or counterclaim of the
Borrower regarding the obligations of the Borrower under the Note, as hereby
amended. The Borrower represents that there are no conditions of default or
facts or consequences which will or could lead to a default under the
obligations due from the Borrower under the Note, as amended herein, except as
disclosed by Borrower and Diversicare Management Services Co. in that certain
Quarterly Compliance Statement & Census Data report and that certain Compliance
Certificate, each for the period ending December 31, 2003, and signed by
Borrower's Chief Financial Officer and Vice President.
IN WITNESS WHEREOF, the Borrower and Lender have caused this Eighth
Amendment to be executed by their respective duly authorized representatives, as
of the date first set forth above.
BORROWER:
DIVERSICARE XXXXX XXXX, LLC, a Delaware
limited liability company
By: Diversicare Leasing Corp., its sole
member
/s/ Xxxxx Xxxxxx
_______________________________________
Xxxxx Xxxxxx, Vice President and
Chief Financial Officer
LENDER:
GMAC COMMERCIAL MORTGAGE CORPORATION,
a California corporation
By /s/ Xxxxx X. XxXxxxxx
____________________________________
Its Senior Vice President
___________________________________
The Guarantor joins in the execution of this Eighth Amendment to confirm
its acknowledgment and agreement to the terms contained herein.
GUARANTOR:
ADVOCAT, INC., a Delaware corporation
By: /s/ Xxxxx Xxxxxx
___________________________________
Its: Vice President and
Chief Financial Officer
________________________________
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