<PAGE>
EXHIBIT 10.120
SIXTH AMENDMENT
TO
REVENUE BOND
LEASE AGREEMENT
and
MORTGAGE AND INDENTURE OF TRUST
THIS SIXTH AMENDMENT is entered into by and between THE MEDICAL
CLINIC
BOARD OF THE CITY OF HARTFORD, ALABAMA (the
"Board"), DIVERSICARE LEASING CORP.,
(the "Tenant"), COLONIAL BANK, N.A.
(FORMERLY COLONIAL BANK) ("Colonial"), CITY
BANK OF HARTFORD ("City Bank") and SLOCOMB
NATIONAL BANK ("Slocomb"), and is
effective as of November 2, 2004.
WHEREAS, on June 28, 1996 the Board executed and delivered to
Colonial
a $2,450,000.00 Mortgage and Indenture of
Trust (the "First Mortgage") on the
Project (as that term is defined in the
First Mortgage). This First Mortgage
pertains to the property described on
Exhibit "A" attached hereto and is
recorded in Official Record Book 273 at
Pages 105 to 139 in the Office of the
Judge of Probate of Geneva County, Alabama.
This First Mortgage secures the
obligations due under Revenue Bond - Series
1996 No. R1 (Diversicare Leasing
Corp. Project) issued by the Board in the
original principal amount of
$2,450,000.00 (the "Colonial Bond").
WHEREAS, on June 28, 1996 the Board executed and delivered to
Slocomb a
$83,500.00 Mortgage and Indenture of Trust
(the "Second Mortgage") on the
Project (as that term is defined in the
Second Mortgage). This Second Mortgage
pertains to the property described on
Exhibit "A" attached hereto and is
recorded in Official Record Book 273 at
Pages 140 to 174 in the Office of the
Judge of Probate of Geneva County, Alabama.
This Second Mortgage secures the
obligations due under a Revenue Bond -
Series 1996 No. R2 (Diversicare Leasing
Corp. Project) issued by the Board in the
original principal amount of
$83,500.00 (the "Slocomb Bond").
WHEREAS, on June 28, 1996 the Board executed and delivered to City
Bank
a $83,500.00 Mortgage and Indenture of
Trust (the "Third Mortgage") on the
Project (as that term is defined in the
Third Mortgage). This Third Mortgage
pertains to the property described on
Exhibit "A" attached hereto and is
recorded in Official Book 273 at Pages 175
to 209 in the Office of the Judge of
Probate of Geneva County, Alabama. This
Third Mortgage secures the obligations
due under a Revenue Bond - Series 1996 No.
R3 (Diversicare Leasing Corp.
Project) issued by the Board in the
1
<PAGE>
original principal amount of $83,500.00
(the "City Bank Bond").
WHEREAS, the Second Mortgage and the Third Mortgage and the
corresponding Slocomb Bond and the City
Bank Bond are in parity each with the
other.
WHEREAS, on June 28, 1996, the Board and Tenant entered into a
Lease
Agreement (the "Lease") pertaining to the
property described on Exhibit "A"
attached hereto ("the Leased Realty") and
the Project (as that term is defined
in the Lease). The Lease is recorded in
Official Book 273 at Pages 210 to 246 in
the Office of the Judge of Probate of
Geneva County, Alabama.
WHEREAS, on August 1, 2001 the Board, the Tenant, Colonial, City
Bank
and Slocomb entered into a First Amendment
to Revenue Bond, Lease Agreement and
Mortgage and Indenture of Trust (the "First
Amendment"). The First Amendment is
recorded in Official Book 413 at Pages 125
to 135 in the Office of the Judge of
Probate of Geneva County, Alabama.
WHEREAS, effective August 1, 2002 the Board, the Tenant, Colonial,
City
Bank and Slocomb entered into a Second
Amendment to Revenue Bond, Lease
Agreement and Mortgage and Indenture of
Trust (the "Second Amendment"). The
Second Amendment is recorded in Official
Book 445 at Pages 281 to 292 in the
Office of the Judge of Probate of Geneva
County, Alabama.
WHEREAS, effective November 2, 2002 the Board, the Tenant,
Colonial,
City Bank and Slocomb entered into a Third
Amendment to Revenue Bond, Lease
Agreement and Mortgage and Indenture of
Trust (the "Third Amendment"). The Third
Amendment is recorded in Official Book 453
at Pages 149 to 160 in the Office of
the Judge of Probate of Geneva County,
Alabama.
WHEREAS, effective May 2, 2003 the Board, the Tenant, Colonial,
City
Bank and Slocomb entered into a Fourth
Amendment to Revenue Bond, Lease
Agreement and Mortgage and Indenture of
Trust (the "Fourth Amendment"). The
Fourth Amendment is recorded in Official
Book 471 at Pages 308 to 319 in the
Office of the Judge of Probate of Geneva
County, Alabama.
WHEREAS, effective November 2, 2003 the Board, the Tenant,
Colonial,
City Bank and Slocomb entered into a Fifth
Amendment to Revenue Bond, Lease
Agreement and Mortgage and Indenture of
Trust (the "Fifth Amendment"). The Fifth
Amendment is recorded in Official Book 490
at Pages 450 to 461 in the Office of
the Judge of Probate of Geneva County,
Alabama.
WHEREAS, Tenant has requested Board, Colonial, City Bank and
Slocomb to
extend the maturity date of the Colonial
Bond, the City Bank Bond and the
Slocomb Bond to February 2, 2005, and the
Board, Colonial, City Bank, and
Slocomb are agreeable to do so provided
Tenant, Board, Colonial, City Bank and
Slocomb enter into this agreement and cause
the First Mortgage, Second Mortgage,
Third Mortgage, Colonial Bond, City Bank
Bond, Slocomb Bond, the Lease, and the
documents executed in connection therewith
to be modified as provided herein and
to be ratified and reconfirmed as so
modified.
2
<PAGE>
NOW THEREFORE, in consideration of the terms and conditions
contained
herein, and to induce Board, Colonial, City
Bank and Slocomb to extend the
maturity date of the Colonial Bond, the
City Bank Bond and the Slocomb Bond, the
First Mortgage, the Second Mortgage, the
Third Mortgage, the Colonial Bond, the
City Bank Bond, the Slocomb Bond, the Lease
and the agreements executed in
connection therewith are hereby amended as
follows:
1. The
maturity date or final payment date of the Colonial Bond
is hereby extended to February 2, 2005, the number of payments
due on the Colonial Bond is increased from fifty nine (59) to
one hundred two (102), and the second, third and fourth
sentence of the Colonial Bond are hereby amended to state:
"Such principal and interest shall mature and be
payable (unless duly redeemed prior thereto) in one
hundred two (102) consecutive monthly payments on the
second (2nd) day of each month from August 2, 1996,
through and including January 2, 2005, consisting of
the amount of principal and interest at the greater
of the Base Lending Rate of Bondholder plus one
percent (1.00%) or 6.50% that is necessary to
amortize the outstanding balance at such rate by
August 2, 2021, and a final payment due on February
2, 2005, in the amount of all principal and interest
outstanding on this obligation. Interest on the
outstanding balance shall be calculated on the
360-day accrual method by multiplying the product of
the principal amount outstanding by the applicable
rate stated herein by the actual number of days
elapsed divided by 360. The applicable interest rate
is the greater of the Base Lending Rate plus one
percent (1.00%), or 6.50%."
2. The
maturity date or final payment date of the Slocomb Bond is
hereby extended to February 2, 2005, the number of payments
due on the Slocomb Bond is increased from fifty nine (59) to
one hundred two (102), and the second, third and fourth
sentence of the Slocomb Bond is hereby amended to state:
"Such principal and interest shall mature and be
payable (unless duly redeemed prior thereto) in one
hundred two (102) consecutive monthly payments on the
second (2nd) day of each month from August 2, 1996,
through and including January 2, 2005, consisting of
the amount of principal and interest at the greater
of the Base Lending Rate of Bondholder plus one
percent
(1.00%) or 6.50% that is necessary to
amortize the outstanding balance at such rate by
August 2, 2021, and a final payment due on February
2, 2005, in the amount of all principal and interest
outstanding on this obligation. Interest on the
outstanding balance shall be calculated on the
360-day accrual method by multiplying the product of
the principal amount outstanding by the applicable
rate stated herein by the actual number of days
elapsed divided by 360. The applicable interest rate
is the greater of the Base Lending Rate plus one
percent (1.00%), or 6.50%."
3
<PAGE>
3. The
maturity date or final payment date of the City Bank Bond
is
hereby extended to February 2, 2005, the number of payments
due on the City Bank Bond is increased from fifty nine (59) to
one hundred two (102), and the second, third and fourth
sentence o
