AMENDMENT AND MODIFICATION
TO PROMISSORY NOTE
THIS AMENDMENT AND MODIFICATION TO PROMISSORY NOTE (this "Amendment")
is made as of December 1, 1997, by and between DIALYSIS CORPORATION OF
AMERICA, a Florida corporation (the "Borrower"), having an address at 0000
Xxxx 00xx Xxxxxx, Xxxxxxx, XX 00000, and MERCANTILE-SAFE DEPOSIT AND TRUST
COMPANY, a Maryland banking institution (the "Bank").
RECITALS
Pursuant to a certain Loan Agreement (which Loan Agreement, as the
same has or may at any time and from time to time be amended, restated,
supplemented or otherwise modified, is herein called the "Loan Agreement")
dated November 30, 1988, between the Borrower and the Bank, the Borrower
obtained a loan (the "Loan") from the Bank in accordance with and subject
to the provisions of the Loan Agreement. The Borrower's obligation to
repay the Loan with interest is evidenced by a Promissory Note dated
November 30, 1988 in the principal amount of $480,000.00 from the Borrower
to the Bank (the "Note").
The Note is secured by a Mortgage and Security Agreement from the
Borrower for the benefit of the Bank, covering certain real property as
described therein (the "Mortgage"). The Note is also secured by an Assign-
ment of Rents and Leases dated November 30, 1988 by and between the
Borrower and the Bank (the "Assignment of Rents and Leases").
The Borrower has requested the Bank to delete the call provisions of
the Note and to make certain other accommodations and the Bank has agreed
to do so provided that, among other things, the provisions of the Note are
amended and modified in accordance with the provisions of this Agreement.
AGREEMENTS
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the Bank and the Borrower agree as
follows:
1. Recitals. The Bank and the Borrower acknowledge that the above
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Recitals to this Amendment are true and correct, and agree that the same
are incorporated by reference into the body of this Amendment. Unless
otherwise specifically defined herein, all terms defined by the provisions
of the Note or the Loan Agreement (including, without limitation, the
terms "Loan Documents" and "Event of Default" shall have the same meanings
ascribed to such terms by the provisions of the Note or the Loan Agreement
(as the case may be) when used herein.
2. Unpaid Balance of Note. The unpaid balance of the principal
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amount of the Note as of December 1, 1997 is $194,631.00.
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3. Amendments and Modifications to Note.
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The Note is hereby amended and modified by deleting Section 6 in its
entirety.
4. Fees, Costs and Expenses. The Borrower shall pay to the Bank on
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demand all costs and expenses both now and hereafter paid or incurred with
respect to the preparation, negotiation, execution, administration and
enforcement of this Amendment and all documents related thereto,
including, without limitation, attorney's fees and expenses, recording
costs, recordation and other taxes, appraisal fees, costs of record
searches, title company premiums and costs, fees and expenses for environ-
mental audits and survey costs.
5. Amendment and Modification Only. This Amendment is only an
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agreement amending and modifying certain provisions of the Note. All of
the provisions of the Note are incorporated herein by reference and shall
remain and continue in full force and effect as amended by this Amendment.
The Borrower hereby ratifies and confirms all of its obligations, liabil-
ities and indebtedness under the provisions of the Note as amended by this
Amendment and under the provisions of the Loan Agreement. The Bank and
the Borrower agree it is their intention that nothing herein shall be
construed to extinguish, release or discharge or constitute, create or
effect a novation of, or an agreement to extinguish, any of the obliga-
tions, indebtedness and liabilities of the Borrower under the provisions
of the Note or of the Borrower or any other party under the provisions
of the other Loan Documents or any assignment or pledge to the Bank of,
or any security interest or lien granted to the Bank in or on, any col-
lateral and security for such obligations, indebtedness and liabilities.
6. Applicable Law, Etc. This Amendment shall be governed by the
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laws of the State of Maryland and may be executed in any number of
duplicate originals or counterparts, each of such duplicate originals or
counterparts shall be deemed to be an original and all taken together
shall constitute one and the same instrument.
7. Binding Effect. This Amendment shall be binding upon and inure
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to the benefit of the Bank and the Borrower and their respective successors
and assigns.
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IN WITNESS WHEREOF, the Borrower and the Bank have executed this
Amendment under their respective seals, the day and year first written
above.
ATTEST: DIALYSIS CORPORATION OF AMERICA
/s/ Xxxxxx X. Xxxxx
----------------------------- By:---------------------------- (Seal)
Secretary Xxxxxx X. Xxxxx, Vice President/Finance
WITNESS: MERCANTILE-SAFE DEPOSIT AND TRUST
COMPANY
/s/ Xxxxxxx X. Xxxxxx
----------------------------- By:---------------------------- (Seal)
Xxxxxxx X. Xxxxxx, Vice President
