SECOND MODIFICATION AGREEMENT
This SECOND MODIFICATION AGREEMENT (this "Agreement") dated as of the
_____ day of __________________, 2000 by and between CAPITAL SENIOR LIVING
PROPERTIES, INC., a Texas corporation (hereinafter called"Borrower"), and BANK
ONE, TEXAS, N.A., as Agent (hereinafter called "Agent") for the Lenders under
the Loan Agreement (as hereinafter defined);
W I T N E S S E T H:
WHEREAS, Borrower, Agent and the Lenders (as such term is defined
therein) entered into that certain 1999 Amended and Restated Loan Agreement
dated April 8, 1999, as modified by Modification Agreement dated March 28, 2000
(as the same may be modified, amended, restated or supplemented from time to
time, the "Loan Agreement");
WHEREAS, the Notes payable to Comerica Bank - Texas and Guaranty
Federal Bank, F.S.B. have been paid in full and the Note payable to Bank One,
Texas, N.A. has been paid in part;
WHEREAS, Borrower has requested and Lender has agreed to make certain
revisions to the Loan Agreement as more particularly set forth below;
NOW, THEREFORE, for and in consideration of the mutual covenants
contained herein and for other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Capitalized terms not otherwise defined herein shall have the
meaning assigned to such terms in the Loan Agreement.
2. The Loan Agreement is modified as follows:
a. Sections 1.5, 1.10, 1.19, 1.54, 1.61, 1.62, 1.65,
1.67, 1.80 and 1.84 are deleted and the following are substituted in
lieu thereof:
1.5 Applicable LIBOR Margin. The term "Applicable
LIBOR Margin" shall mean (i) two and one-quarter percent
(2.25%) per annum, or (ii) at such time as the Cash Flow
Coverage is at least 1.25 to 1 for a calendar quarter, two
percent (2%) per annum, provided, however, that if the Cash
Flow Coverage should thereafter fall below 1.25 to 1 for a
calendar quarter, the percentage in this clause (ii) shall
increase to two and one-quarter percent (2.25%) until such
time as the Cash Flow Coverage is again at 1.25 to 1 for a
calendar quarter, it being understood and agreed that the
Applicable LIBOR Margin will be continuously adjusted based on
the current Cash Flow Coverage.
1.10 Base Rate. The term "Base Rate" shall mean
the Agent's Prime Rate plus one-quarter percent (.25%). As
used in this paragraph, Agent's "Prime
Rate" means the base commercial rate of interest as announced
from time to time by Agent (which may not be the lowest, best
or most favorable rate of interest which Agent may charge on
loans to its customers). If Agent's Prime Rate changes after
the date hereof the Base Rate shall be automatically increased
or decreased, as the case may be, without notice to Borrower
from time to time as of the effective time of each change in
Agent's Prime Rate. The Base Rate shall in no event, however,
exceed the Highest Lawful Rate.
1.19 Commitment. The term "Commitment" shall mean the
amount of $9,000,000.
1.54 Lenders. The term "Lenders" shall mean each
signatory hereto (other than Borrower) including Bank One and
any Eligible Transferee as holder of a Note.
1.61 Loan. The term "Loan" shall mean the Loan by
Lenders to Borrower, in an amount not to exceed $9,000,000.
1.62 Loan Documents. The term "Loan Documents" shall
mean this Loan Agreement, the Mortgages, the Notes, the
Assignments of Landlord's Interest in Leases, the Financing
Statements, the Security Agreement, the Environmental
Indemnity Agreements, the Notice of Final Agreement dated
April 8, 1999 between Borrower and Agent, the Specific
Assignment, Subordination and Attornment Agreement dated
__________________, 2000 between Borrower, Agent and Manager,
all other documents executed by Borrower and CSLC in
connection with this Loan Agreement and the Loan as shall,
from time to time, be executed and delivered by Borrower and
CSLC, or any other party to Agent or the Lenders pursuant to
this Loan Agreement, including, without limitation, each
Affidavit of Borrower.
1.65 Management Agreements. The term "Management
Agreements" shall mean the management agreement between
Borrower and Manager pertaining to Cottonwood Village dated
November 3, 1997.
1.67 Maturity Date. The term "Maturity Date" shall
mean January 15, 2003.
1.80 Property. The term "Property" shall mean
Cottonwood Village, as well as the Land and Improvements and
all other property (real and personal, fixture or otherwise)
related thereto which is subject to the Mortgages, and (b) the
Collateral (as such term is defined in the Security
Agreement). The term "any of the Properties" shall mean
Cottonwood Village and the term "any of the Property" shall
mean any of the Land, Improvements and Collateral.
1.84 Security Agreement. The term "Security
Agreement" shall mean the Amended and Restated Security
Agreement dated June 30, 1997 between ▇▇▇▇▇▇ and Original
Borrower, as modified by Modification and Assumption
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of Amended and Restated Security Agreement dated December 10,
1997 between Borrower and Bank One, Modification of Amended
and Restated Security Agreement dated September 1, 1998
between Agent and Borrower, Second Modification of Amended and
Restated Security Agreement dated April 8, 1999 between Agent
and Borrower, and Third Modification of Amended and Restated
Security Agreement dated _________________, 2000 between Agent
and Borrower.
b. The following is added to the end of Article I:
1.101 Cash Flow Coverage. The term "Cash Flow
Coverage" has the meaning assigned such term in Section 5.15
(e).
c. The last sentence of Section 2.1 is deleted and the
following is substituted in lieu thereof:
Subject to the terms and conditions hereof, Borrower may
borrow and repay but not reborrow hereunder.
d. Section 2.3(d) is deleted and the following is
substituted in lieu thereof:
(d) On or before June 30, 2001, the Property shall
have achieved a Cash Flow Coverage of at least 1.0 to 1
calculated based on three (3) months of operation, it being
agreed that, for purposes of this Section 2.3(d), the debt
service component of Cash Flow Coverage shall be calculated
assuming the Loan is fully advanced (i.e., a loan of
$9,000,000); and
e. The following is added to the end of Section 2.11:
Nothing contained in this Section 2.11 shall alter, affect,
impair or relieve CSLC from its obligations under that certain
Unlimited Guaranty dated March 28, 2000 in favor of Agent.
f. Sections 5.15(d) and (e) are deleted and the following
are substituted in lieu thereof:
(d) Leverage Ratio. CSLC shall maintain a
Leverage Ratio of 0.70 to 1.0 or less at all times. The
Leverage Ratio shall be computed as of the last day of the
fiscal quarter being measured.
(e) Cash Flow Coverage. The Property shall
maintain a minimum Cash Flow Coverage, calculated based on the
prior three (3) months of operation, as follows:
.45 to 1 As of June 30, 2000
.55 to 1 As of September 30, 2000
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.65 to 1 As of December 31, 2000
.75 to 1 As of March 31, 2001
1.0 to 1 As of June 30, 2001
1.15 to 1 As of September 30, 2001
1.25 to 1 As of December 31, 2001 and
the end of each quarter
thereafter.
"Cash Flow Coverage" is a ratio, the first number of which is
net income from the normal operations of the Property (without
deduction for actual management fees paid or incurred), plus
interest expense (to the extent deducted in calculating net
income) and allowances for depreciation and amortization of
the Property for said period, less (i) the greater of actual
capital expenditures for that period or $250 per unit per
year, and (ii) the greater of actual management fees during
that period or a five percent (5%) management fee, and the
second number of which is an amount equivalent to the sum of
(i) interest on the Loan during such period at a rate of
interest equal to 2.50% per annum above the Treasury Note Rate
and (ii) an amount equivalent to the monthly installment of
principal payable under the Loan during such period assuming a
25-year amortization.
g. Section 5.15(f) is deleted and the following is
substituted in lieu thereof:
(f) CSLC shall continuously maintain Liquid Assets
of at least $3,000,000, to be measured quarterly.
h. The following is added to Article 5:
5.27 Appraisals. For so long as the Loan remains
outstanding, Agent may cause the Property to be appraised by
an appraiser selected by Agent, and in accordance with the
Lenders' appraisal guidelines and procedures then in effect,
and Borrower agrees to cooperate in all reasonable respects
with such appraisals and furnish to the appraisers all
reasonably requested information regarding the Property.
Borrower agrees to pay all reasonable costs incurred by the
Agent in connection with such appraisal, which costs shall be
secured by the Mortgages and shall accrue interest at the Late
Payment Rate until paid. Provided no Event of Default shall
have occurred hereunder, Agent shall not order more than one
(1) appraisal in any twelve (12) month period.
i. Each of the following is deleted and the phrase
"Intentionally Omitted" is substituted in lieu thereof:
Sections 1.14, 1.16, 1.45, 1.92, 5.3, 5.16(a) and Article 8.
j. The Lender Schedule, Exhibit A, Exhibit B and Exhibit I are
deleted and the Lender Schedule, Exhibit A, Exhibit B and
Exhibit I attached hereto are substituted in lieu thereof.
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3. Borrower and Agent agree that hereafter the Loan shall be a term
loan, not a revolving loan, and the outstanding principal balance of the Loan on
the date hereof is $8,352,500. The Loan is evidenced by the Note (hereinafter
defined).
4. In consideration of the agreements made herein, Borrower shall (i)
pay Agent a modification fee of $32,500, and (ii) execute and deliver to Agent
that certain (a) $9,000,000 Third Amended and Restated Promissory Note (the
"Note") payable by Borrower to the order of Bank One, Texas, N.A., (b)
Modification Agreement (herein called the "Mortgage Modification Agreement")
between Borrower and Agent, and (c) Third Modification of Amended and Restated
Security Agreement (herein so called) between Borrower and Agent, each dated as
of the date hereof.
5. The terms of that certain letter agreement dated April 8, 1999
between Borrower and Bank One, Texas, N.A., regarding the payment of certain
fees described therein is hereby terminated.
6. Borrower hereby represents and warrants that (a) Borrower is duly
organized and legally existing under the laws of the State of Texas; (b) the
execution and delivery of, and performance under this Agreement are within
Borrower's power and authority without the joinder or consent of any other party
and have been duly authorized by all requisite corporate action and are not in
contravention of law or the powers of Borrower's organizational documents; (c)
this Agreement constitutes the legal, valid and binding obligations of Borrower
enforceable in accordance with its terms, subject to laws regarding creditor's
rights and general principles of equity; and (d) the execution and delivery of
this Agreement by Borrower do not contravene, result in a breach of or
constitute a default under any deed of trust, loan agreement, indenture or other
contract, agreement or undertaking to which Borrower is a party or by which
Borrower or any of its properties may be bound (nor would such execution and
delivery constitute such a default with the passage of time or the giving of
notice or both) and do not violate or contravene any law, order, decree, rule or
regulation to which Borrower is subject.
7. Borrower, upon request from Agent, agrees to execute such other and
further documents as may be reasonably necessary or appropriate to consummate
the transactions contemplated herein or to perfect the liens and security
interests intended to secure the payment of the Obligations.
8. Except as provided herein, the terms and provisions of the Loan
Documents shall remain unchanged and shall remain in full force and effect. Any
modification herein of the Loan Documents, shall in no way affect the security
of the Loan Documents for the payment of the Obligations. The Loan Documents as
modified and amended hereby are hereby ratified and confirmed in all respects.
All references to the Loan Agreement in the Loan Documents shall hereafter refer
to the Loan Agreement as modified by this Agreement.
9. Borrower hereby acknowledges that the liens, security interests and
assignments created and evidenced by the Loan Documents are valid and subsisting
and further acknowledges and agrees that there are no offsets, claims or
defenses to the Obligations or any Loan Documents.
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10. Upon execution of this Agreement, Borrower shall deliver to Lenders
and Agent in form and substance satisfactory to Agent, an opinion of counsel to
Borrower and CSLC stating that this Agreement, the Note, the Mortgage
Modification Agreement and Third Modification of Amended and Restated Security
Agreement are valid and binding upon Borrower and CSLC, as applicable, and
enforceable in accordance with their terms, subject to laws regarding creditor's
rights and general principles of equity.
11. Contemporaneously with the execution and delivery hereof, Borrower
shall pay, or cause to be paid, all reasonable costs and expenses incident to
the preparation hereof and the consummation of the transactions specified
herein, including, without limitation, fees and expenses of legal counsel to
Agent and the Lenders.
12. Borrower hereby releases, remises, acquits and forever discharges
Lenders and Agent, together with their employees, agents, representatives,
consultants, attorneys, fiduciaries, servants, officers, directors, partners,
predecessors, successors and assigns, subsidiary corporations, parent
corporations, and related corporate divisions (all of the foregoing hereinafter
called the "Released Parties"), from any and all actions and causes of action,
judgments, executions, suits, debts, claims, demands, liabilities, obligations,
damages and expenses of any and every character, known or unknown, direct and/or
indirect, at law or in equity, of whatsoever kind or nature, whether heretofore
or hereafter accruing, for or because of any matter or things done, omitted or
suffered to be done by any of the Released Parties prior to and including the
date hereof, and in any way directly or indirectly arising out of or in any way
connected to this Agreement, the Loan Agreement or any other Loan Document, or
any of the transactions associated therewith, including specifically but not
limited to claims of usury.
13. This Agreement may be executed in any number of counterparts with
the same effect as if all parties hereto had signed the same document. All such
counterparts shall be construed together and shall constitute one instrument,
but in making proof hereof it shall only be necessary to produce one such
counterpart.
14. If any covenant, condition, or provision herein contained is held
to be invalid by final judgment of any court of competent jurisdiction, the
invalidity of such covenant, condition, or provision shall not in any way affect
any other covenant, condition or provision herein contained.
15. It is expressly agreed by the parties hereto that time is of the
essence with respect to this Agreement.
16. The parties acknowledge and confirm that each of their respective
attorneys have participated jointly in the review and revision of this Agreement
and that it has not been written solely by counsel for one party. The parties
hereto therefore stipulate and agree that the rule of construction to the effect
that any ambiguities are to or may be resolved against the drafting party shall
not be employed in the interpretation of this Agreement to favor either party
against the other.
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17. This Agreement and the rights and duties of the parties hereunder
shall be governed for all purposes by the law of the State of Texas and the law
of the United States applicable to transactions within said State.
18. The terms and provisions hereof shall be binding upon and inure to
the benefit of the parties hereto, their successors and assigns.
19. Borrower and Agent hereby take notice of and agree to the
following:
A. PURSUANT TO SUBSECTION 26.02(b) OF THE TEXAS BUSINESS AND
COMMERCE CODE, A LOAN AGREEMENT IN WHICH THE AMOUNT INVOLVED THEREIN
EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN
WRITING AND SIGNED BY THE PARTY TO BE BOUND OR BY THAT PARTY'S
AUTHORIZED REPRESENTATIVE.
B. PURSUANT TO SUBSECTION 26.02(c) OF THE TEXAS BUSINESS AND
COMMERCE CODE, THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO THE LOAN
DOCUMENTS SHALL BE DETERMINED SOLELY FROM THE LOAN DOCUMENTS, AND ANY
PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED
INTO THE LOAN DOCUMENTS.
C. THE LOAN AGREEMENT, THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES THERETO AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES THERETO. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, this Agreement is executed on the respective dates
of acknowledgment, to be effective as of the date first above written.
CAPITAL SENIOR LIVING PROPERTIES, INC., a
Texas corporation
By:
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
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BANK ONE, TEXAS, N.A., as Agent
By:
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: First Vice President
THE STATE OF TEXAS ss.
ss.
COUNTY OF DALLAS ss.
This instrument was acknowledged before me on ________________, 2000, by
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President of Capital Senior Living Properties, Inc., a
Texas corporation, on behalf of said corporation.
-----------------------------------
Notary Public, State of Texas
-----------------------------------
(printed name)
My Commission Expires:
---------------------
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THE STATE OF TEXAS ss.
ss.
COUNTY OF DALLAS ss.
This instrument was acknowledged before me on ________________, 2000, by
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, First Vice President of Bank One, Texas, N.A., a national
banking association, on behalf of said banking association, as Agent.
-----------------------------------
Notary Public, State of Texas
-----------------------------------
(printed name)
My Commission Expires:
---------------------
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CONSENT OF GUARANTOR
For a valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, CAPITAL LIVING SENIOR CORPORATION, the Guarantor (herein so
called) under that certain Unlimited Guaranty (herein so called) dated March 28,
2000 hereby consents to and acknowledges the above modification, the Note, the
Mortgage Modification Agreement and the Third Modification of Amended and
Restated Security Agreement and hereby declares to and agrees with Lender that
all of the obligations of the Guarantor under the Unlimited Guaranty are and
shall be unaffected by said transactions and that the Unlimited Guaranty is
hereby ratified and confirmed in all respects.
As a result of the above modification, Guarantor and Lender hereby
agree that Schedule I of the Unlimited Guaranty is deleted and Schedule I
attached to this Consent is substituted in lieu thereof.
Executed on the date of acknowledgment, to be effective as of
________________, 2000.
CAPITAL SENIOR LIVING CORPORATION, a
Delaware corporation
By:_________________________________
Name:_______________________________
Title:______________________________
THE STATE OF TEXAS ss.
ss.
COUNTY OF DALLAS ss.
This instrument was acknowledged before me on ________________, 2000,
by _______________________, _______________ of Capital Senior Living
Corporation, a Delaware corporation, on behalf of said corporation.
-----------------------------------
Notary Public, State of Texas
-----------------------------------
(printed name)
My Commission Expires:
---------------------
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SCHEDULE I
$9,000,000 Third Amended and Restated Promissory Note dated ________________,
2000, made by Borrower, payable to the order of Bank One, Texas, N.A.
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LENDER SCHEDULE
Lender Percentage
Bank One, Texas, N.A. 100%
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EXHIBIT A
THIRD AMENDED AND RESTATED PROMISSORY NOTE
$9,000,000 Dallas, Texas ________________, 2000
FOR VALUE RECEIVED, the undersigned, CAPITAL SENIOR LIVING PROPERTIES,
INC., a Texas corporation (herein called "Borrower"), hereby promises to pay to
the order of BANK ONE, TEXAS, N.A. (herein called "Lender"), the principal sum
of Nine Million and No/100 Dollars ($9,000,000), or the aggregate unpaid
principal amount of the Advances made under this Note by Lender to Borrower
pursuant to the terms of the Loan Agreement (as hereinafter defined), together
with interest on the unpaid principal balance thereof as hereinafter set forth,
both principal and interest payable as herein provided in lawful money of the
United States of America at the offices of the Agent under the Loan Agreement,
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ or at such other place within Dallas County,
Texas, as from time to time may be designated by the holder of this Note.
This Note (a) is issued and delivered under that certain 1999 Amended and
Restated Loan Agreement dated April 8, 1999 among Borrower, Bank One, Texas,
N.A., as Agent, and the lenders (including Lender) referred to therein, as
modified by Modification Agreement dated March 28, 2000 and Second Modification
Agreement dated as of the date hereof (herein, as from time to time
supplemented, modified, amended or restated, called the "Loan Agreement"), and
is a "Note" as defined therein, (b) is subject to the terms and provisions of
the Loan Agreement, which contains provisions for payments hereunder and
acceleration of the maturity hereof upon the happening of certain stated events,
and (c) is secured by and entitled to the benefits of certain Loan Documents (as
identified and defined in the Loan Agreement). Payments on this Note shall be
made and applied as provided herein and in the Loan Agreement. Reference is
hereby made to the Loan Agreement for a description of certain rights,
limitations of rights, obligations and duties of the parties hereto and for the
meanings assigned to terms used and not defined herein and to the Loan Documents
for a description of the nature and extent of the security thereby provided and
the rights of the parties thereto.
For the purposes of this Note, the following terms have the meanings
assigned to them below:
"Base Rate Payment Date" means (i) the first day of each
calendar month, beginning August 1, 2000, and (ii) any day on which
past due interest or principal is owed hereunder and is unpaid. If the
terms hereof or of the Loan Agreement provide that payments of interest
or principal hereon shall be deferred from one Base Rate Payment Date
to another day, such other day shall also be a Base Rate Payment Date.
"LIBOR Rate Payment Date" means, with respect to any LIBOR
Advance: (i) the day on which the related Interest Period ends, and
(ii) any day on which past due interest or past due principal is owed
hereunder with respect to such LIBOR Advance and is unpaid. If the
terms hereof or of the Loan Agreement provide that payments of interest
or
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principal with respect to such LIBOR Advance shall be deferred from one
LIBOR Rate Payment Date to another day, such other day shall also be a
LIBOR Rate Payment Date.
The principal amount of this Note, together with all interest accrued
hereon, shall be due and payable in full on January 15, 2003.
Base Rate Advances (exclusive of any past due principal or interest)
from time to time outstanding shall bear interest on each day outstanding at the
Base Rate in effect on such day. On each Base Rate Payment Date, Borrower shall
pay to the holder hereof all unpaid interest which has accrued on the Base Rate
Advances to but not including such Base Rate Payment Date. Each LIBOR Advance
(exclusive of any past due principal or interest) shall bear interest on each
day during the related Interest Period at the related LIBOR Adjusted Rate in
effect on such day. On each LIBOR Rate Payment Date relating to such LIBOR
Advance, Borrower shall pay to the holder hereof all unpaid interest which has
accrued on such LIBOR Advance to but not including such LIBOR Rate Payment Date.
All past due principal of and past due interest on the Advances shall bear
interest on each day outstanding at the Late Payment Rate in effect on such day,
and such interest shall be due and payable daily as it accrues. Notwithstanding
the foregoing provisions of this paragraph: (a) this Note shall never bear
interest in excess of the Highest Lawful Rate, and (b) if at any time the rate
at which interest is payable on this Note is limited by the Highest Lawful Rate
(by the foregoing clause (a) or by reference to the Highest Lawful Rate in the
definitions of Base Rate, LIBOR Adjusted Rate, and Late Payment Rate), this Note
shall bear interest at the Highest Lawful Rate and shall continue to bear
interest at the Highest Lawful Rate until such time as the total amount of
interest accrued hereon equals (but does not exceed) the total amount of
interest which would have accrued hereon had there been no Highest Lawful Rate
applicable hereto.
Notwithstanding the foregoing paragraph and all other provisions of
this Note, in no event shall the interest payable hereon, whether before or
after maturity, exceed the maximum amount of interest which, under applicable
law, may be charged on this Note, and this Note is expressly made subject to the
provisions of the Loan Agreement which more fully set out the limitations on how
interest accrues hereon. The term "applicable law" as used in this Note shall
mean the laws of the State of Texas or the laws of the United States, whichever
laws allow the greater interest, as such laws now exist or may be changed or
amended or come into effect in the future.
If this Note is placed in the hands of an attorney for collection after
default, or if all or any part of the indebtedness represented hereby is proved,
established or collected in any court or in any bankruptcy, receivership, debtor
relief, probate or other court proceedings, Borrower and all endorsers, sureties
and guarantors of this Note jointly and severally agree to pay reasonable
attorneys' fees and collection costs to the holder hereof in addition to the
principal and interest payable hereunder.
Borrower and all endorsers, sureties and guarantors of this Note hereby
severally waive demand, presentment, notice of demand and of dishonor and
nonpayment of this Note, protest, notice of protest, notice of intention to
accelerate the maturity of this Note, declaration or notice of acceleration of
the maturity of this Note, diligence in collecting, the bringing of any suit
against any party and any notice of or defense on account of any extensions,
renewals, partial payments or changes in any manner of or in this Note or in any
of its terms, provisions and covenants, or
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any releases or substitutions of any security, or any delay, indulgence or other
act of any trustee or any holder hereof, whether before or after maturity.
This Note amends, restates and supersedes in its entirety that certain
Second Amended and Restated Promissory Note dated April 8, 1999 in the original
principal amount of $17,000,000 made by Borrower payable to the order of Lender
(the "Original Note"). This Note is in no way intended to constitute, and does
not constitute, a novation of the indebtedness evidenced by the Original Note.
CAPITAL SENIOR LIVING PROPERTIES, INC.,
a Texas corporation
By:____________________________________
Name:__________________________________
Title:_________________________________
THE STATE OF TEXAS ss.
ss.
COUNTY OF DALLAS ss.
This instrument was acknowledged before me on ________________, 2000,
by _______________________, _______________ of Capital Senior Living Properties,
Inc., a Texas corporation, on behalf of said corporation.
----------------------------------------
Notary Public, State of Texas
----------------------------------------
(printed name)
My Commission Expires:
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EXHIBIT B
Legal Description - Cottonwood
EXHIBIT I
Yavapai County, Arizona
Deed of Trust, Assignment of Leases and Rents, Security Agreement and
Fixture Filing recorded in the office of the Recorder of Yavapai
County, Arizona in Book 3655, Page 223, as modified by Modification
Agreement dated _________________, 2000.
