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Exhibit 10.4
FIRST AMENDMENT TO PROMISSORY NOTE
THIS FIRST AMENDMENT is executed as of February 9, 2000, is made by and
among IPC ADVISORS S.A.R.L., a Luxembourg corporation (hereinafter referred to
as "IPC"), having for the purposes of this Amendment, an address at 00-00 Xxx
Xxxxxx Xxxxx, Xxxxxxxxxx X-0000, BALANCED CARE CORPORATION, a Delaware
corporation (hereinafter referred to as "BCC"), having an address at 0000 Xxxxx
Xxxxx, Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000 (IPC and BCC are hereinafter
collectively referred to as the "Maker") and NEW MEDITRUST COMPANY LLC, a
Delaware limited liability company (hereinafter referred to as the "Lender"),
having an address at 000 Xxxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxxxxxxxx 00000.
Reference is made to that certain Promissory Note, dated as of December
30, 1999, in the original principal amount of SEVEN MILLION EIGHT HUNDRED ELEVEN
THOUSAND FIFTY-FOUR DOLLARS ($7,811,054), made by the Maker to the order of the
Lender (the Note).
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Maker and the Lender hereby agree as follows:
1. The Note is hereby amending by extending the Maturity Date, as
defined in the Note, from November 30, 2000 to April 3, 2001.
2. Paragraph 2 of the Note is hereby deleted in its entirety and
restated to read as follows:
2. Interest Rate. Except as otherwise expressly in Paragraph 4
or 5 hereof, interest shall accrue on the outstanding
principal balance hereunder as follows:
(i) no interest shall accrue hereunder from December
30, 1999 through and including October 31, 2000;
(ii) from November 1, 2000 through December 31, 2000,
interest shall accrue at 12% per annum; and
(iii) from January 1, 2001 through April 3, 2001,
interest shall accrue at 14% per annum.
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3. Paragraph 3 of the Note is hereby deleted in its entirety and
is restated to read as follows:
3. Prepayment. The indebtedness evidenced by this Note may be
prepaid, in whole or in part, at any time from December 30,
1999 through and including October 31, 2000, without
prepayment penalty fee or premium. Thereafter, the Maker may
not make any partial prepayments of the indebtedness evidenced
by this Note; provided, however, that notwithstanding the
foregoing, the indebtedness evidenced by this Note may be
prepaid in whole at any time without prepayment penalty, fee
or premium.
4. This Amendment shall be deemed to amend the Note solely as expressly
set forth herein and, as amended hereby, the Note is hereby ratified, approved
and confirmed in every aspect and is valid, binding and in full force and
effect.
5. This Amendment shall be binding upon the Maker and the Lender and
all of their respective successors and assigns.
6. This Amendment shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the Maker and the Lender have caused this Amendment
to be signed in their respective corporate names as an instrument under seal by
their respective duly authorized officers on the date and in the year first
above written.
MAKER:
WITNESS: IPC ADVISORS S.A.R.L., a Luxembourg
corporation
/s/Xxxxxx Xxxxx By:/s/X.X. Xxxxxxxx
Name: Xxxxxx Xxxxx Name: X.X. Xxxxxxxx
Title: Manager
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WITNESS: BALANCED CARE CORPORATION, a
Delaware corporation
/s/Xxxxxxxx X. Xxxxxx By:/s/Xxxxx X. Xxxxxx
Name:Xxxxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
and Legal Counsel &
Assistant Secretary
WITNESS: LENDER:
NEW MEDITRUST COMPANY LLC, a
Delaware limited liability company
/s/Xxxxxxxxx Xxxxxxxxxx By:/s/ Xxxxxxx X. Xxxxxxxx
Name:Xxxxxxxxx Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxx,
Esq.
Title:Senior Vice President
