EXHIBIT 10.125
EIGHTH AMENDMENT TO PROMISSORY NOTE
THIS EIGHTH AMENDMENT TO PROMISSORY NOTE (this "Eighth Amendment") is
entered into as of the 1st day of January, 2005, by and between DIVERSICARE
ASSISTED LIVING SERVICES NC I, LLC, a Delaware limited liability company (the
"Borrower"), and 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 June 4, 1999, in the principal amount of $12,770,000 as
amended by that certain First Amendment to Promissory Note dated July 1, 2002,
as amended by that Second Amendment to Promissory Note dated as of October 1,
2002, as amended by that Third Amendment to Promissory Note dated as of
December 1, 2002, as amended by that certain Fourth Amendment to Promissory Note
dated January 1, 2003, as amended by that certain Fifth Amendment to Promissory
Note dated as of June 18, 2003, as amended by that certain Sixth Amendment to
Promissory Note dated July 1, 2003, and as further amended by that certain
Seventh Amendment to Promissory Note June 30, 2004 (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 Eighth 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 4.1 of the Note, Maturity Date, is hereby amended to extend the
Maturity Date from January 1, 2005 until April 1, 2005. All references in the
Note to the "Maturity Date" are hereby amended to mean April 1, 2005.
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 Eighth 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 any such default has been expressly waived in writing by the
Beneficiary, or the Beneficiary has provided an express written forbearance.
Notwithstanding the execution of this Eighth 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 September 30, 2004, and signed by
Borrower's Chief Financial Officer and Vice President.
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IN WITNESS WHEREOF, the Borrower and Lender have caused this Eighth
Amendment to be executed by their respective duly authorized representatives, as
of the date first set forth above.
BORROWER:
DIVERSICARE ASSISTED LIVING SERVICES
NC I, LLC, a Delaware limited
liability company
By: Diversicare Assisted Living
Services NC, LLC
Its: Sole Member
By: /s/ Xxxxx Xxxxxx
---------------------------------
Xxxxx Xxxxxx, Vice President and
Chief Financial Officer
LENDER:
GMAC COMMERCIAL MORTGAGE CORPORATION,
a California corporation
By: /s/ Xxxxx X. XxXxxxxx
--------------------------------
Its: Senior Vice President
--------------------------------
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