EXHIBIT 10.15
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 ALABAMA )
COUNTY OF MADISON )
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 WINDSOR HOUSE, 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 2780,
Page 756 with the Madison County Judge of Probate (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 WINDSOR HOUSE, 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 ALABAMA )
_________ COUNTY )
I, the undersigned, a Notary Public in and for said County in said
State, hereby certify that ___________________, whose name as _________________
of Diversicare Leasing Corp., a Tennessee corporation, sole member of
Diversicare Windsor House, LLC, a Delaware limited liability company, is signed
to the foregoing instrument and who is known to me, acknowledged before me on
this day that, being informed of the contents of said _________ , he/she, as
such officer and with full authority, executed the same voluntarily for and as
the act of said limited liability company.
Given under my hand and official seal this the ____ day of _________,
2006.
-------------------------
Notary Public
AFFIX SEAL
My commission expires: _________
STATE OF ALABAMA )
_________ COUNTY )
I, the undersigned, a Notary Public in and for said County in said
State, hereby certify that ___________________, whose name as _________________
of GMAC Commercial Mortgage Corporation, a California corporation, , is signed
to the foregoing instrument and who is known to me, acknowledged before me on
this day that, being informed of the contents of said _________ , she, as such
officer and with full authority, executed the same voluntarily for and as the
act of said corporation.
Given under my hand and official seal this the ____ day of _________,
2006.
-------------------------
Notary Public
AFFIX SEAL
My commission expires: _________
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