EXHIBIT 10.126
FIRST AMENDMENT TO CONSOLIDATED
AMENDED AND RESTATED MASTER LEASE
THIS FIRST AMENDMENT TO CONSOLIDATED AMENDED AND RESTATED MASTER LEASE
("Amendment") is executed and delivered as of this 30th day of September, 2001
by and between STERLING ACQUISITION CORP., a Kentucky corporation ("Lessor"),
and DIVERSICARE LEASING CORPORATION, a Tennessee corporation ("Lessee").
RECITALS:
A. Lessor and Lessee have entered into that certain Consolidated Amended
and Restated Master Lease dated as of November 8, 2000 to be effective as of
October 1, 2000 (the "Lease"), providing for the amendment, restatement and
consolidation of the "Existing Leases" as more particularly described therein.
X. Xxxxxx and Lessee desire to mutually amend and modify the Lease as more
particularly set forth herein.
X. Xxxxxx and Lessee agree that for and in consideration of the mutual
covenants of the parties hereto, and other good and valuable consideration to
the parties hereto, the receipt and sufficiency of which is hereby acknowledged
and confessed by the parties, and for the benefit which will inure to each party
from the execution of this Amendment, Lessor and Lessee hereby agree to amend
and modify the Lease as follows, with each amendment and modification to be
effective as of the date above.
The parties agree as follows:
1. Amendment Definitions. Any capitalized term used but not defined in this
Amendment will have the meaning assigned to such term in the Lease. In addition
to the other definitions contained herein, when used in this Amendment the
following term shall have the following meaning:
Transaction Documents: The Lease and the security agreements, pledge
agreements, subordination agreements, guaranties and other documents which
evidence, secure or otherwise relate to the Lease.
2. New Facility to Exhibits A and Exhibit B. Exhibit A to the Lease is
amended by the addition of Exhibit A-29 to this Amendment. Effective as of the
date hereof, the real property described on Exhibit A-29 to this Amendment and
the improvements thereon commonly known as Xxxxxx Manor Care Center shall
constitute a Leased Property and comprise a part of the Leased Properties
described in and subject to the lease. Exhibit B
to the Lease is amended by the addition of the items listed in Exhibit B to
this Amendment.
3. Amended and Restated Security Agreement. Lessor and Lessee agree
that Schedule 1 of that certain Amended and Restated Security Agreement by and
between the parties hereto and dated November 8, 2000 shall be amended to
include the new facility added in Exhibit A-29 to this Amendment.
4. Execution and Counterparts. This Amendment may be executed in
any number of counterparts, each of which, when so executed and delivered,
shall be deemed to be an original, but when taken together shall constitute one
and the same Amendment.
5. Headings. Section headings used in this Amendment are for
convenience of reference only and shall not affect the construction of the
Amendment.
6. Enforceability of Transaction Documents. Except as expressly and
specifically set forth herein, the Transaction Documents remain unmodified and
in full force and effect. In the event of any discrepancy between any other
Transaction Document and this Amendment, the terms and conditions of this
Amendment will control and such other Transaction Document is deemed amended to
conform hereto.
SIGNATURE PAGES FOLLOW
IN WITNESS WHEREOF, the parties have executed this Amendment by their
duly authorized officers as of the date first above written.
LESSOR:
STERLING ACQUISITION CORP., a Kentucky
corporation
By: /s/ Xxxxx Xxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxx
-----------------------------
Title: COO
-----------------------------
LESSEE:
DIVERSICARE LEASING CORPORATION,
a Tennessee corporation
By: /s/ Xxxxxxx X. Council III
-----------------------------------
Name: Xxxxxxx X. Council III
-----------------------------
Title: Executive Vice President
-----------------------------
THE STATE OF Michigan )
--------
:ss
COUNTY OF Washtenaw )
---------
This instrument was acknowledged before me on the 20th day of
September 2001, by Xxxxx Xxxxxxx, the Chief Operating Officer of Sterling
Acquisition Corp., a Delaware corporation, on behalf of the corporation
/s/ Xxxxxxxxxx X. March
---------------------------------
Notary Public (Notary Stamp):
, County,
--------------- --------
My commission expires:
THE STATE OF Tennessee )
:ss
COUNTY OF Xxxxxxxxxx )
This instrument was acknowledged before me on the 19th day of
September, 2001, by Xxxxxxx X. Council III, the Executive Vice President of
Diversicare Leasing Corporation, a Tennessee corporation, on behalf of the
corporation
/s/ Xxxxxx Xxxxxxxxxx
---------------------------------
Notary (Notary Seal)
, County,
--------------- --------
My commission expires:
ACKNOWLEDGMENT
The undersigned consents to the transactions contemplated by this
Amendment, ratifies and affirms its Guaranty dated as of November 8, 2000 and
acknowledges and agrees that the performance of the Transaction Documents,
including the Lease, is secured by its Guaranty on the same terms and conditions
in effect prior to this Amendment.
GUARANTORS:
ADVOCAT, INC. a Delaware corporation
By: /s/ Xxxxxxx X. Council III
------------------------------
Name: XXXXXXX X. COUNCIL III
------------------------
Title: EXECUTIVE VICE PRESIDENT
------------------------
ADVOCAT FINANCE, INC. a Delaware
corporation
By: /s/ Xxxxxxx X. Council III
------------------------------
Name: XXXXXXX X. COUNCIL III
------------------------
Title: EXECUTIVE VICE PRESIDENT
------------------------
DIVERSICARE MANAGEMENT SERVICES
CO., a Tennessee corporation
By: /s/ Xxxxxxx X. Council III
------------------------------
Name: XXXXXXX X. COUNCIL III
------------------------
Title: EXECUTIVE VICE PRESIDENT
------------------------
EXHIBIT A TO AMENDMENT
EXHIBIT A-29
DESCRIPTION OF LAND
Name of Facility: Xxxxxx Manor Care Center
Facility Address: 000 Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxx 00000
Legal Description:
All of Blocks E and F of MOONLIGHT PARK SUBDIVISION, to the City of Wauchula,
in Xxxxxxx 0, Xxxxxxxx 00 Xxxxx, Xxxxx 25 East and in Plat Book 4, page 9,
public records of Xxxxxx County, Florida.
Being the same property conveyed to Grantor herein by Warranty Deed recorded in
Book 244, Page 522, in the Office of Circuit Court Clerk, Xxxxxx County,
Florida.
AND
That portion of Ninth Avenue lying between Orange Place and Grove Street and
between Blocks E and F of MOONLIGHT PARK SUBDIVISION to the City of Wauchula,
public records Xxxxxx County, Florida.
Being the same property conveyed to Grantor herein by Warranty Deed recorded in
Book 257, Page 497, in the Office of Circuit Court Clerk, Xxxxxx County,
Florida.
EXHIBIT B TO AMENDMENT
EXHIBIT B
PERMITTED EXCEPTIONS
39. Taxes for the year 2001 and subsequent years. (Affects Xxxxxx, Xxxxxx
County, Florida)
40. Applicable zoning ordinances. (Affects Xxxxxx, Xxxxxx County, Florida)
41. Xxxx of Sale Absolute recorded in O.R. Book 200, page 278 of the public
records of Xxxxxx County, Florida. (Transfers ownership from First Xxxxxx
Service Corporation to City of Wauchula, of all rights and privileges of
water main, fire hydrants service, meter and accessories, sanitary sewers,
lift station pumps and accessories and easements as shown on the plans
thereof) both blocks in Xxxxxx County, Florida. (Affects Xxxxxx, Xxxxxx
County, Florida)
42. Rights of patients under unrecorded resident agreements. (Affects Xxxxxx,
Xxxxxx County, Florida)
