EX-10.2 REDUCED AND MODIFIED RENEWAL REVOLVING PROMISSORY NOTE

EX-10.2 3 g90289exv10w2.txt EX-10.2 REDUCED AND MODIFIED RENEWAL REVOLVING PROMISSORY NOTE EXHIBIT 10.2 FOURTH AMENDMENT TO REDUCED AND MODIFIED RENEWAL REVOLVING PROMISSORY NOTE THIS FOURTH 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 N0/100 ($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 August 2, 2003, and as further amended pursuant to that Third Amendment to Reduced and Modified Renewal Revolving Promissory Note executed by Borrower and Bank on January 9, 2004 (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, and payment of an extension fee in the amount of $5,000.00 by Borrower to Bank upon execution of this Amendment, 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 April 16, 2004 to July 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. 1 IN WITNESS WHEREOF, this instrument has been executed to be effective on the 16th day of April, 2004. DIVERSICARE MANAGEMENT SERVICES CO., a Tennessee corporation By: /s/ William R. Council, III ___________________________________ William R. Council, III, Chief Executive Officer BANK: AMSOUTH BANK By: /s/ Tim McCarthy ___________________________________ Tim McCarthy, Vice President 2