EXHIBIT 10.2
FOURTH AMENDMENT TO REDUCED AND MODIFIED RENEWAL
REVOLVING PROMISSORY NOTE
THIS FOURTH AMENDMENT TO REDUCED AND MODIFIED RENEWAL REVOLVING
PROMISSORY NOTE is made and entered into by and among AMSOUTH BANK (the "Bank")
and DIVERSICARE MANAGEMENT SERVICES CO., a Tennessee corporation (the
"Borrower").
W I T N E S S E T H :
WHEREAS, Borrower executed to Bank that certain Reduced and Modified
Renewal Revolving Promissory Note dated December 15, 2002, in the original
principal amount of TWO MILLION FIVE HUNDRED THOUSAND AND N0/100 ($2,500,000.00)
DOLLARS, as amended by that First Amendment to Reduced and Modified Renewal Note
executed by Borrower and Bank on July 11, 2003, which Reduced and Modified
Renewal Revolving Promissory Note was further amended pursuant to that Second
Amendment to Reduced and Modified Renewal Note executed by Borrower and Bank on
August 2, 2003, and as further amended pursuant to that Third Amendment to
Reduced and Modified Renewal Revolving Promissory Note executed by Borrower and
Bank on January 9, 2004 (the "Note") and that Third Amendment to Master
Amendment dated as of July 11, 2003, executed by Bank and Debtors (as defined
therein) (the "Third Amendment").
WHEREAS, Bank has agreed to further modify the Note in accordance with
the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, and payment of an
extension fee in the amount of $5,000.00 by Borrower to Bank upon execution of
this Amendment, the sufficiency of which consideration is hereby acknowledged,
the parties agree as follows:
1. The Note is amended to provide that the Maturity Date, as
defined in the Note, shall be changed from April 16, 2004 to July 16, 2004.
2. The Note is amended as stated herein, but no further or
otherwise, and the terms and provisions of the Note, as hereby amended, and the
Loan Documents as defined in the Third Amendment, shall be and continue to be in
full force and effect. Nothing herein is intended to operate to release or
diminish any right of Bank under the Note or with respect to any collateral
securing the Note or with respect to any guaranty or suretyship agreement for
the Note, all of which shall remain in full force and effect.
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IN WITNESS WHEREOF, this instrument has been executed to be effective
on the 16th day of April, 2004.
DIVERSICARE MANAGEMENT SERVICES CO.,
a Tennessee corporation
By: /s/ Xxxxxxx X. Council, III
___________________________________
Xxxxxxx X. Council, III, Chief
Executive Officer
BANK:
AMSOUTH BANK
By: /s/ Xxx XxXxxxxx
___________________________________
Xxx XxXxxxxx, Vice President
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