EXHIBIT 10.3
(Xxxxx Xxxx)
ELEVENTH AMENDMENT TO PROMISSORY NOTE
This Eleventh Amendment to Promissory Note (this "Eleventh Amendment")
is effective as of July 1, 2006, by DIVERSICARE XXXXX XXXX, LLC, a Delaware
limited liability company (the "Borrower"), and CAPMARK FINANCE INC., a
California corporation, formerly known as 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, by that certain Seventh Amendment to Promissory Note dated
December 23, 2002, by that certain Eighth Amendment to Promissory Note dated
March 31, 2004, by that certain Ninth Amendment to Promissory Note dated April
1, 2005, and by that certain Tenth Amendment to Promissory Note dated April 1,
2006 (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 matures on July 1, 2006.
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 Eleventh 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. Section 4 of the Note, Maturity Date, is hereby amended to extend the
Maturity Date to September 1, 2006. All references in the Note to the "Maturity
Date" are hereby amended to mean September 1, 2006.
Except as expressly amended herein, the Note shall remain in full force and
effect in accordance with its terms and conditions.
Notwithstanding the execution of this Eleventh 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 March 31, 2006, and signed by Borrower's
Chief Financial Officer and Executive Vice President.
[SIGNATURES BEGIN ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Borrower and Lender have caused this Eleventh
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,
Chief Financial Officer
LENDER:
CAPMARK FINANCE INC., a California
corporation, formerly known as GMAC
Commercial Mortgage Corporation, a
California corporation
By /s/ Xxxxx X. XxXxxxxx
-------------------------------------
Its Senior Vice President
The Guarantor joins in the execution of this Eleventh Amendment to confirm
its acknowledgment and agreement to the terms contained herein.
GUARANTOR:
ADVOCAT INC., a Delaware corporation
By Xxxxx Xxxxxx
-------------------------------------
Its: Executive Vice President &
Chief Financial Officer
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