EXHIBIT 10.7
(Windsor)
SECOND AMENDMENT TO PROMISSORY NOTE
THIS SECOND AMENDMENT TO PROMISSORY NOTE (this "Second Amendment") is
entered into as of the 1st day of July, 2006, by and between DIVERSICARE WINDSOR
HOUSE, 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. The Borrower executed to the order of the Lender that certain Promissory
Note dated March 29, 2001, in the principal amount of $4,709,000, as amended by
that certain First Amendment to Promissory Note dated April 1, 2006 (the
"Note"). Unless otherwise defined herein, capitalized terms shall have the
meaning assigned to them in the Note.
B. The Borrower has requested that the Lender extend the Maturity Date of
the Note, and the Lender has agreed, upon certain conditions, one of which is
the execution of this Second Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the above Recitals and other good and
valuable consideration, the Borrower and the Lender hereby amend the Note as
follows:
Section 4 of the Note, Maturity Date, is hereby amended to extend the
Maturity Date from July 1, 2006 until 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 Second 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.
IN WITNESS WHEREOF, the Borrower and Lender have caused this Second
Amendment to be executed by their respective duly authorized representatives, as
of the date first set forth above.
BORROWER:
DIVERSICARE WINDSOR HOUSE, LLC, a
Delaware limited liability company
By: Diversicare Leasing Corp., a
Tennessee corporation
Its: Sole Member
By: /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
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