Common use of Amended and Restated Promissory Note Clause in Contracts

Amended and Restated Promissory Note. The Corporation and the Employee acknowledge that the Employee is indebted to the Corporation in the principal amount of Three Million Dollars ($3,000,000.00), plus accrued interest thereon, pursuant to a Second Amended and Restated Secured Promissory Note, dated April 6, 2009 (the “Promissory Note”). Pursuant to the terms of the Promissory Note, among other things, (i) principal under the Promissory Note bears interest at the rate of six percent (6.0%) per annum, (ii) the Promissory Note matures on June 30, 2015 and (iii) the Employee’s obligations under the Promissory Note are secured by a pledge of 315,000 shares (the “Pledged Shares”) of common stock of the Corporation owned by the Employee. The terms of the Promissory Note shall be amended and an amended and restated promissory note substantially in the form of Exhibit C attached hereto (the “Restated Promissory Note”) shall be executed by the Employee reflecting the following: (a) the term of the Restated Promissory Note shall be extended through December 31, 2023; (b) effective January 1, 2012, interest on the principal amount under the Restated Promissory Note shall cease to be applicable and shall no longer accrue; and (c) commencing on December 31, 2014 and continuing, annually, on each December 31 through December 31, 2023, one-tenth (1/10th) of the aggregate principal amount under the Restated Promissory Note together with all accrued interest thereon shall be cancelled by the Corporation, and, concurrently with each such annual cancellation, the Corporation shall release a number of the Pledged Shares to be determined by the Board of Directors, in its sole discretion, generally to correlate with the amount cancelled without leaving the Corporation inadequately secured; provided, in each case, that the Employee continues to be employed by the Corporation on each such December 31st.

Amended and Restated Promissory Note. The Corporation (a) In view of Romanov's present inability to pay in full the matured and the Employee acknowledge outstanding obligations of that the Employee is indebted certain Promissory Note executed and delivered by Romanov, dated January 30, 1998, to the Corporation order of the Company in the principal amount of Three Million Dollars $3,600,000 ($3,000,000.00the "Original Note"), plus accrued interest thereonwhich Original Note the Company contributed to the capital of the Operating Partnership, pursuant the Operating Partnership has agreed to amend and restate the Original Note to reflect a Second new principal amount of $1,000,000, which amended and restated note shall be in the form attached as Exhibit A hereto (the "Amended and Restated Secured Promissory Note"). The Operating Partnership hereby acknowledges receipt from Romanov of the executed original of said Amended and Restated Note, dated April 6, 2009 (the “Promissory Note”). Pursuant to the terms and Romanov hereby acknowledges receipt of the Promissory canceled Original Note, among other thingsconcurrently with the execution and delivery by the Company, the Operating Partnership and Romanov of this Agreement. (b) Notwithstanding Section 3(a) above and the amendment and restatement of the Original Note in accordance therewith, (i) principal under on August 18, 1999 or on the Promissory fifth business day after the quarterly dividend payment is made for the quarter ended June 30, 1999, whichever is later, Romanov shall make an interest payment on the Original Note bears to the Operating Partnership in an amount equal to $62,827, which represents accrued interest at on the rate of six percent (6.0%) per annumOriginal Note for the quarter ended June 30, 1999 and (ii) on the Promissory Note matures fifth business day after the payment of the quarterly dividend payment on June ElderTrust common shares for the quarter ending September 30, 2015 and (iii) 1999, Romanov shall make an additional interest payment on the Employee’s obligations under Original Note to the Promissory Note are secured by a pledge of 315,000 shares (the “Pledged Shares”) of common stock of the Corporation owned by the Employee. The terms of the Promissory Note shall be amended and Operating Partnership in an amended and restated promissory note substantially in the form of Exhibit C attached hereto (the “Restated Promissory Note”) shall be executed by the Employee reflecting the following: (a) the term of the Restated Promissory Note shall be extended through December 31amount equal to $19,332, 2023; (b) effective January 1, 2012, which represents accrued interest on the principal amount Original Note from July 1, 1999 through the Effective Date. Any failure by Romanov to make either such interest payment to the Operating Partnership shall constitute an "Event of Default" (as such term is defined in the Amended and Restated Note) and shall entitle the Operating Partnership to exercise all of its rights and remedies under the Amended and Restated Promissory Note shall cease to be applicable and shall no longer accrue; and (c) commencing on December 31, 2014 and continuing, annually, on each December 31 through December 31, 2023, one-tenth (1/10th) of the aggregate principal amount under the Restated Promissory Note together with all accrued interest thereon shall be cancelled by the Corporation, and, concurrently with each such annual cancellationNote, the Corporation shall release a number of "Documents" (as such term is defined in the Pledged Shares to be determined by the Board of Directors, in its sole discretion, generally to correlate with the amount cancelled without leaving the Corporation inadequately secured; provided, in each case, that the Employee continues to be employed by the Corporation on each such December 31stAmended and Restated Note) or at law.