Exhibit 10.119
SEVENTH AMENDMENT TO RENEWAL PROMISSORY NOTE
(OVERLINE FACILITY)
THIS SEVENTH AMENDMENT TO RENEWAL PROMISSORY NOTE (the "Overline
Facility") 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 Renewal Promissory Note
(Overline Facility) dated October 1, 2000, in the original principal amount of
THREE MILLION FIVE HUNDRED THOUSAND AND NO/100 ($3,500,000.00) DOLLARS as
amended by the First Amendment to Renewal Promissory Note (Overline Facility)
executed by Borrower in December, 2000, as further amended by the Second
Amendment to Renewal Promissory Note (Overline Facility) executed by Borrower
and Bank to be effective as of December 15, 2002, as further amended by that
Third Amendment to Renewal Promissory Note (Overline Facility) executed by
Borrower and Bank to be effective on July 11, 2003, as further amended by that
Fourth Amendment to Renewal Promissory Note (Overline Facility) executed by
Borrower and Bank to be effective on January 4, 2004, as further amended by that
Fifth Amendment to Renewal Promissory Note (Overline Facility) executed by
Borrower and Bank to be effective on April 16, 2004, as further amended by that
Sixth Amendment to Renewal Promissory Note to be effective on July 16, 2004 (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, and in accordance with the terms
and conditions of that Fifth Amendment to Master Amendment and Loan Documents
executed by Bank, and Debtors, as defined therein, to be effective as of October
29, 2004, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. That as of the effective date hereof, the Note has a principal
balance of $3,214,253.63.
2. The Note is amended to provide that the Maturity Date, as defined in
the Note, shall be changed from October 29, 2004 to January 29, 2005.
3. 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
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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.
IN WITNESS WHEREOF, this instrument has been executed to be effective
on the 29th day of October, 2004.
BORROWER:
DIVERSICARE MANAGEMENT SERVICES CO.,
a Tennessee corporation
By: /s/ Xxxxxxx X. Council
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Xxxxxxx X. Council, President
BANK:
AMSOUTH BANK
By: /s/ Xxx XxXxxxxx
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Xxx XxXxxxxx, Vice President
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