Exhibit 10.117
SEVENTH AMENDMENT TO RENEWAL PROMISSORY NOTE
THIS SEVENTH AMENDMENT TO RENEWAL PROMISSORY NOTE is made and entered
into by and among AMSOUTH BANK (the, "Bank") and DIVERSICARE ASSISTED LIVING
SERVICES, NC, LLC, a Tennessee limited liability company (the "Borrower").
W I T N E S S E T H :
WHEREAS, Borrower executed to Bank that certain Renewal Promissory Note
dated October 1, 2000, in the original principal amount of NINE MILLION FOUR
HUNDRED TWELVE THOUSAND THREE HUNDRED EIGHTY THREE AND 87/100 ($9,412,383.87)
DOLLARS, as amended by the First Amendment to Renewal Promissory Note executed
by Borrower in December, 2000, as amended by that Second Amendment to Renewal
Promissory Note executed by Borrower and Bank effective as of December 15, 2002,
as further amended by that Third Amendment to Renewal Promissory Note executed
by Borrower and Bank to be effective as of July 11, 2003, as further amended by
that Fourth Amendment to Renewal Promissory Note executed by Borrower and Bank
to be effective as of January 9, 2004, as further amended by that Fifth
Amendment to Renewal Promissory Note executed by Borrower and Bank to be
effective as of April 16, 2004, as further amended by that Sixth Amendment to
Renewal Promissory Note executed by Borrower and Bank to be effective as of 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, 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 $5,258,679.84.
2. The Note is amended to provide that the Maturity Date, as defined in
the Note, shall be changed from to 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 ASSISTED LIVING SERVICES, NC, LLC,
a Tennessee limited liability company
By: /s/ ▇▇▇▇▇▇▇ ▇. Council III
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▇▇▇▇▇▇▇ ▇. Council, President
BANK:
AMSOUTH BANK
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇▇▇, Vice President
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