Exhibit 10.137
THIRD AMENDMENT TO REDUCED AND MODIFIED RENEWAL
REVOLVING PROMISSORY NOTE
THIS THIRD AMENDMENT TO REDUCED AND MODIFIED RENEWAL REVOLVING
PROMISSORY NOTE is made and entered into by and among AMSOUTH BANK (the "Bank")
and DIVERSICARE MANAGEMENT SERVICES CO., a Tennessee corporation (the
"Borrower").
W I T N E S S E T H :
WHEREAS, Borrower executed to Bank that certain Reduced and Modified
Renewal Revolving Promissory Note dated December 15, 2002, in the original
principal amount of TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 ($2,500,000.00)
DOLLARS, as amended by that First Amendment to Reduced and Modified Renewal Note
executed by Borrower and Bank on July 11, 2003, which Reduced and Modified
Renewal Revolving Promissory Note was further amended pursuant to that Second
Amendment to Reduced and Modified Renewal Note executed by Borrower and Bank on
_________, 2003 (the "Note") and that Third Amendment to Master Amendment dated
as of July 11, 2003, executed by Bank and Debtors (as defined therein) (the
"Third Amendment").
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, including payment
of a restructure fee to AmSouth Bank in the sum of Twenty Thousand and No/100
Dollars ($20,000.00) said sum to be paid by Borrower to Bank upon execution of
this Agreement, the sufficiency of which consideration is 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, and the Loan
Documents as defined in the Third Amendment, 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.
IN WITNESS WHEREOF, this instrument has been executed on the ___ day of
January, 2004.
DIVERSICARE MANAGEMENT SERVICES CO.,
a Tennessee corporation
By: /s/ Xxxxxxx X. Council, III
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Xxxxxxx X. Council, III
Title:
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BANK:
AMSOUTH BANK
By: /s/ Xxx XxXxxxxx
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Xxx XxXxxxxx, Vice President
