Exhibit 10.15
RENEWAL, MODIFICATION, EXTENSION AND CONSOLIDATIONS
DEED OF TRUST NOTE
(MULTIFAMILY)
$5,458,048.28 The Woodlands, Montgomery County , Texas
December 1 , 1993
FOR VALUE RECEIVED, the undersigned promise(s) to pay to the Secretary of
Housing and Urban Development, of Washington, D.C., and his successors in office
, or order, the principal sum of FIVE MILLION FOUR HUNDRED FIFTY-EIGHT
THOUSAND FORTY-EIGHT AND 28/100ths Dollars ($5,458,048.28-----), with interest
on the unpaid balance until paid at the rate of Six per centrum
(6.000-----------%) per annum. The principal and interest of this Note are to
be paid in monthly installments as follows:
Commencing on the first day of January, 1994, monthly installments of
interest and principal shall be paid in the sum of THIRTY-ONE THOUSAND
SIX HUNDRED EIGHTY-SIX AND 86/100THS DOLLARS ($31,686.86) each, such
payments to continue monthly thereafter on the first day of each
succeeding month until the entire indebtedness has been paid. In any
event, the balance of principal, if any, plus accrued interest, shall
be due and payable on December 1, 2026. The installments of interest
and principal shall be applied first to interest at the applicable
rate aforesaid upon the principal sum or so much thereof as shall from
time to time remain unpaid, and the balance thereof shall be applied
on account of principal.
THE ALLONGE TO THIS NOTE CONTAINS ADDITIONAL TERMS AND CONDITIONS AND
IS INCORPORATED HEREIN FOR ALL PURPOSES.
Both principal and interest under this Note, as well as the additional
payments set forth in the Deed of Trust, shall be payable at the office of the
Secretary of Housing and Urban Development in Washington, D.C., or
such other place as the holder may designate in writing.
Privilege is reserved to pay the debt in whole or in an amount equal to one
or more monthly payments on principal next due, on the first day of any month
prior to maturity upon at least thirty (30) days' prior written notice to the
holder. Notwithstanding any provision herein for a prepayment charge, such
charge shall be applicable only to the amount of prepayment in any one calendar
year which is in excess of fifteen per centum (15%) of the original principal
sum of this Note.
If default is made in the payment of any Installment under this Note, and
if such default is not made good prior to the due date of the next such
installment, the entire principal sum and accrued interest shall at once become
due and payable without notice, at the option of the holder of this Note.
Failure to exercise this option shall not constitute a waiver of the right to
exercise the same in the event of any subsequent default. In the event of
default in the payment of this Note, and if the same is collected by an attorney
at law, the undersigned hereby agree(s) to pay all costs of collection,
including a reasonable attorney's fee.
No default shall exist by reason of nonpayment of any required installment
of principal so long as the amount of optional additional prepayments of
principal already made pursuant to the privilege of prepayment act forth in this
Note equals or exceeds the amount of such required installment of principal.
All parties to this Note, whether principal, surety, guarantor or endorser,
hereby waive presentment for payment, demand, protest, notice of protest and
notice of dishonor.
HERITAGE MANOR NURSING CENTER
FHA Project No. 114-43034-PM and
FHA Project No. 114-15002-PM
THIS IS AN ALLONGE TO THE RENEWAL, MODIFICATION, EXTENSION AND CONSOLIDATION
DEED OF TRUST NOTE ("NOTE") DATED EFFECTIVE AS OF DECEMBER 1, 1993, FROM
WOODLANDS PLACE NURSING CENTER, INC. ("MAKER", WHETHER ONE OR MORE), TO THE
SECRETARY OF HOUSING AND URBAN DEVELOPMENT OR ORDER ("PAYEE"), IN THE ORIGINAL
PRINCIPAL SUM OF $5,458,048.28.
________________________________________________________________________________
1. THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS A RENEWAL, MODIFICATION,
EXTENSION AND CONSOLIDATION OF THE FOLLOWING INDEBTEDNESSES:
A. To the extent of $4,696,878.33, that certain Deed of Trust Note
(the "First Lien Note") dated March 6, 1985, in the original
principal amount of $4,762,200.00, executed by Maker, payable to
the order of Mitchell Mortgage Company ("Lender"), and secured,
inter alia, by the following:
1. Deed of Trust of even date therewith from the Maker to Dale
H. Andreas, Trustee, recorded under File No. 8509454 in the
Official Public Records of Real Property, Montgomery County,
Texas (the "Records"); as modified by Modification Agreement
dated August 13, 1986 (the "First Modification"), recorded
under File No. 8634286 in the Records; as further modified
by Modification Agreement dated August 13, 1991 (the "Second
Modification"), recorded under File No. 9136896 in the
Records; and as further modified by Modification Agreement
dated August 16, 1991 (the "Third Modification"), recorded
under File No. 9148131 in the Records; the Deed of Trust, as
previously modified, being hereafter called the "First
Lien".
2. Regulatory Agreement (the "Regulatory Agreement") of even
date therewith between the Maker and the Payee herein,
wherein the Lender is mortgagee, recorded under File No.
8509455 in the Records, which Regulatory Agreement is
incorporated into the First Lien by reference.
Said First Lien Note and First Lien having been subsequently
assigned to payee by instruments recorded under File No. 9259715
and File No. 9259716 in the Records.
B. To the extent of $761,169.95, that certain Deed of Trust Note
(the "Second Lien Note") dated January 19, 1989, in the original
amount of $768,000.00, executed by the Maker, payable to the
order of the Lender, and secured, inter alia, by the following
instrument:
Deed of Trust of even date therewith from the Maker to Dale
H. Andreas, Trustee, recorded under File No. 8903245 in the
Records, hereinafter called the "Second Lien".
Said Second Lien Note and Second Lien having been subsequently
assigned to Payee by instrument recorded under File No. 9259131
in the Records.
This Note is in renewal, modification, extension and consolidation but not
extinction of the First Lien Note and the Second Lien Note and the liens
securing them as listed above.
Payee has signed in the space provided below for the sole purpose of
evidencing his consent to the renewal, modification, extension and consolidation
of the First Lien Note and the Second Lien Note.
Maker's Initials: [SIG]
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2. This Note is secured by that certain Renewal, Modification, Extension
and Supplemental Deed of Trust of even date herewith being recorded in the
Records, covering the property described therein and commonly known as Heritage
Manor Nursing Center, and by that certain Security Agreement of even date
herewith.
3. Maker, its successors and assigns, agrees to pay to the Payee, its
successors and assigns, an amount equal to two cents ($0.02) of each dollar of
payment of principal and interest in arrears more than fifteen (15) days, as a
late charge to cover the expense involved in handling delinquent payments.
4. Notwithstanding any other provision contained in this Note, it is
agreed that the execution of this Note shall impose no personal liability on the
Maker hereof for payment of the indebtedness evidenced hereby and in the event
of a default, the holder of this Note shall look solely to the property
described in the Deed of Trust, and other security instruments given to secure
the indebtedness, and to the rents, issues and profits therefrom in satisfaction
of the indebtedness evidenced hereby and will not seek or obtain any deficiency
or personal judgment against the Maker hereof except such judgment or decree as
may be necessary to foreclose and bar its interest in the property and all other
property mortgaged, pledged, conveyed or assigned to secure payment of this Note
except as set out in the Deed of Trust of even date given to secure this
indebtedness.
5. In the event any item, items, terms or provisions contained in this
instrument are in conflict with the laws of the State of Texas, this instrument
shall be affected only as to its application to such item, items, terms or
provisions, and shall in all other respects remain in full force and effect. It
is understood and agreed that in no event and upon no contingency shall the
Maker or Makers of this Note, or any party liable thereon or therefor, be
required to pay interest in excess of the rate allowed by the laws of the State
of Texas. The intention of the parties is to conform strictly to the Usury Laws
as now or hereafter construed by the courts having jurisdiction, and reference
is here made to the Deed of Trust securing the payment of this Note which
relates to the reduction of Interest if from any circumstances whatsoever
fulfillment of this Note or any instrument securing its payment shall involve
transcending the limits of validity prescribed by the usury statutes or any
other law.
WOODLANDS PLACE NURSING CENTER, INC.
By: /s/ Daniel Glick
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Daniel Glick, President
APPROVED:
SECRETARY OF HOUSING AND URBAN DEVELOPMENT
By: [Signature]
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Authorized Agent