Exhibit 10.138
SECOND AMENDMENT TO RENEWAL PROMISSORY NOTE
THIS SECOND AMENDMENT TO RENEWAL PROMISSORY NOTE is made and entered
into by and among AMSOUTH BANK (the, "Bank") and ADVOCAT, INC., a Delaware
corporation (the "Borrower").
W I T N E S S E T H :
WHEREAS, Borrower executed to Bank that certain Renewal Promissory Note
dated December 15, 2002, in the original principal amount of TWO MILLION SIX
HUNDRED NINETEEN THOUSAND TWO HUNDRED FIFTY ONE AND 53/100 ($2,619,251.53)
DOLLARS, which Renewal Promissory Note renewed and replaced the Reimbursement
Promissory Note dated October 1, 2000 executed by Borrower in the original
principal amount of $3,000,000.00, which Renewal Promissory Note was amended
pursuant to the First Amendment to Renewal Promissory Note dated as of July 11,
2003, and executed by Borrower and Bank (the "Note"); and
WHEREAS, Bank has agreed to further modify the Note in accordance with
the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. The Note is amended to provide that the Maturity Date, as defined
in the Note, shall be changed from January 9, 2004 to April 16, 2004.
2. The Note is amended as stated herein, but no further or otherwise,
and the terms and provisions of the Note, as hereby amended, shall be and
continue to be in full force and effect. Nothing herein is intended to operate
to release or diminish any right of Bank under the Note or with respect to any
collateral securing the Note or with respect to any guaranty or suretyship
agreement for the Note, all of which shall remain in full force and effect. This
instrument constitutes the entire agreement of the parties with respect to the
subject matter hereof.
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IN WITNESS WHEREOF, this instrument has been executed on the ___ day of
____________________, 2004 to be effective on the 9th day of January, 2004.
BORROWER:
ADVOCAT, INC.,
a Delaware corporation
By: /s/ Xxxxxxx X. Council, III
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Name: Xxxxxxx X. Council, III
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Title: CEO
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BANK:
AMSOUTH BANK
By: /s/ Xxx XxXxxxxx
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Xxx XxXxxxxx, Vice President
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