EXHIBIT 10.12
Indexing Instructions:
Prepared by and after Recording Return To:
Shannon B. Lisenby
Bradley Arant Rose & White LLP
One Federal Place
1819 Fifth Avenue North
Birmingham, AL 35203-2104
Telephone: (205) 521-8000
Facsimile: (205) 521-8800
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STATE OF ARKANSAS )
COUNTY OF JACKSON )
FIRST AMENDMENT
TO
MORTGAGE AND SECURITY AGREEMENT
This First Amendment to Mortgage and Security Agreement is
dated and is effective as of April 1, 2006, and is by and between DIVERSICARE
ASSISTED PINEDALE, LLC, a Delaware limited liability company (together with its
successors and assigns, the "Mortgagor"), whose address is 1621 Galleria
Boulevard, Brentwood, Tennessee 37027 and GMAC COMMERCIAL MORTGAGE CORPORATION,
a California corporation (together with its successors and assigns, the
"Mortgagee"), whose address is 200 Witmer Road, P.O. Box 809, Horsham,
Pennsylvania 19044.
RECITALS:
A. The Mortgagor executed in favor of Mortgagee that certain
Mortgage and Security Agreement dated March 29, 2001, and recorded in Book 321,
Page 39 with the Jackson County Chancery and Circuit Clerk (the "Mortgage").
Unless otherwise defined in this First Amendment, capitalized terms shall have
the meaning given to them in the Mortgage.
B. The Mortgagor and the Mortgagee desire to amend the
Mortgage to extend the maturity date and have agreed to execute this First
Amendment to evidence such modification.
AGREEMENT
NOW, THEREFORE, in consideration of the above Recitals, the
Mortgagor and the Mortgagee hereby amend the Mortgage as follows:
The final maturity date, as reflected in Recital A on page 1,
is hereby changed from April 1, 2006 to July 1, 2006.
Except as expressly amended hereby, the Mortgage shall remain
in full force and effect in accordance with its terms.
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The Mortgagor represents and warrants that the representations
and warranties set forth in the Mortgage are as true and correct on the date
hereof as when initially made, except as such representation or warranty
expressly relates to another date.
The Mortgagor acknowledges and agrees that there are no
offsets or defenses to the obligations set forth in the Mortgage, as hereby
amended, and represents that there are no Events of Default existing on the date
hereof, nor are there any facts or consequences which will or could lead to an
Event of Default under the Mortgage, as hereby amended, except as disclosed by
Mortgagor and Diversicare Management Services Co. in that certain Quarterly
Compliance Statement & Census Data report and that certain Compliance
Certificate, each for the period ending September 30, 2005, and signed by
Mortgagor's Chief Financial Officer and Vice President.
[SIGNATURES BEGIN ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Mortgagor and the Mortgagee have
caused this First Amendment to be properly executed by their respective duly
authorized officers as of the date first above written.
MORTGAGOR:
DIVERSICARE PINEDALE, LLC, a Delaware
limited liability company
(seal)
By: Diversicare Leasing Corp., a Tennessee
corporation (Seal)
Its: Sole Member
By: /s/ Glynn Riddle
-------------------------------
WITNESS: (seal) Glynn Riddle,
Chief Financial Officer
- -----------------------------
MORTGAGEE:
GMAC COMMERCIAL MORTGAGE
CORPORATION
WITNESS:
By: /s/ Laura Y. McDonald
----------------------------------------
- ----------------------------- Its: Senior Vice President
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STATE OF ____________ )
) SS. ACKNOWLEDGEMENT
COUNTY OF __________ )
On this day before me, a Notary Public, duly commissioned, qualified
and acting within and for said County and State, appeared in person the within
named ___________________, being the _________________________ of Diversicare
Leasing Corp., a Tennessee corporation and the sole member of Diversicare
Pinedale, LLC, a Delaware limited liability company, who has been designated by
said institution to execute the foregoing instrument, to me personally well
known, who stated he was the _______________________ of Diversiace Leasing
Corp., a Tennessee corporation and the sole member of Diversicare Pinedale, LLC,
a Delaware limited liability company and was duly authorized in his respective
capacity to execute the foregoing instrument for and in the name and behalf of
said instritution, and further stated and acknowledged that he had so signed,
executed, and delivered said foregoing instrument for the consideration, uses
and purposes therein mentioned and set forth.
IN TESTIMONY WHEREOF, I have hereunto set my hand and seal this _____
day, April, 2006.
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Notary Public
My Commission Expires:
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STATE OF ALABAMA )
) SS. ACKNOWLEDGMENT
COUNTY OF JEFFERSON )
On this day before me, a Notary Public, duly commissioned, qualified
and acting within and for said County and State, appeared in person the within
named ___________________, being the _________________________ of GMAC
Commercial Mortgage Corporation, a California corporation, who has been
designated by said institution to execute the foregoing instrument, to me
personally well known, who stated she was the _______________________ of GMAC
Commercial Mortgage Corporation, a California corporation and was duly
authorized in his respective capacity to execute the foregoing instrument for
and in the name and behalf of said instritution, and further stated and
acknowledged that she had so signed, executed, and delivered said foregoing
instrument for the consideration, uses and purposes therein mentioned and set
forth.
IN TESTIMONY WHEREOF, I have hereunto set my hand and seal this _____
day, April, 2006.
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Notary Public
My Commission Expires:
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