EXHIBIT 10.9
(Xxxxx Xxxx)
TENTH AMENDMENT TO PROMISSORY NOTE
This Tenth Amendment to Promissory Note (this "Tenth
Amendment") is effective as of April 1, 2006, by DIVERSICARE XXXXX XXXX, LLC, a
Delaware limited liability company (the "Borrower"), and GMAC COMMERCIAL
MORTGAGE CORPORATION, a California corporation (the "Lender").
Recitals
A. Diversicare Management Services Co., ("DMSC") executed to
the order of Lender that certain Promissory Note dated December 27, 1996, in the
original principal amount of $3,750,000, as amended by that certain Amendment to
Promissory Note dated November 30, 1999, by that certain Second Amendment to
Promissory Note dated April 30, 2000, by that certain Third Amendment to
Promissory Note dated June 30, 2000, by that certain Memorandum of Lender dated
September 8, 2000, by that certain Fourth Amendment to Promissory Note dated
September 29, 2000, by that certain Fifth Amendment to Promissory Note dated
December 31, 2000, by that certain Memorandum of Lender dated January 26, 2001,
by that certain Sixth Amendment to and Assumption of Promissory Note dated
February 28, 2001, by that certain Seventh Amendment to Promissory Note dated
December 23, 2002, by that certain Eighth Amendment to Promissory Note dated
March 31, 2004, and by that certain Ninth Amendment to Promissory Note dated
April 1, 2005 (the "Note"). Pursuant to the terms of the Sixth Amendment to and
Assumption of the Promissory Note dated February 28, 2001, the Note was assumed
by the Borrower. Unless otherwise defined herein, capitalized terms shall have
the meanings assigned to them in the Note.
B. The Note matures on April 1, 2006.
C. The Borrower has requested that the Lender renew the debt
evidenced by the Note and extend the maturity date of the Note, and the Lender
has agreed to such renewal and extension on certain conditions, one of which is
the execution of this Tenth Amendment by the Borrower.
Agreement
NOW, THEREFORE, in consideration of the above Recitals, the
Borrower and the Lender hereby amend the Note as follows:
1. Section 4 of the Note, Maturity Date, is hereby amended to extend
the Maturity Date to July 1, 2006. All references in the Note to the "Maturity
Date" are hereby amended to mean July 1, 2006.
Except as expressly amended herein, the Note shall remain in full force
and effect in accordance with its terms and conditions.
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Notwithstanding the execution of this Tenth 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, 2005, and signed by
Borrower's Chief Financial Officer and Vice President.
[SIGNATURES BEGIN ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Borrower and Lender have caused this
Tenth Amendment to be executed by their respective duly authorized
representatives, as of the date first set forth above.
BORROWER:
DIVERSICARE XXXXX XXXX, LLC, a Delaware
limited liability company
By: Diversicare Leasing Corp., its sole member
/s/ Xxxxx Xxxxxx
--------------------------------------------
Xxxxx Xxxxxx,
Chief Financial Officer
LENDER:
GMAC COMMERCIAL MORTGAGE CORPORATION,
a California corporation
By /s/ Xxxxx X. XxXxxxxx
-----------------------------------------
Its Senior Vice President
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The Guarantor joins in the execution of this Tenth Amendment to confirm
its acknowledgment and agreement to the terms contained herein.
GUARANTOR:
ADVOCAT INC., a Delaware corporation
By: /s/ Xxxxx Xxxxxx
--------------------------------
Its: _________________________
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