**Exhibit 10.5****REVOLVING CREDIT NOTE**     $21,000,000.00   August 10, 2007    Chicago, Illinois     FOR VALUE RECEIVED, those certain entities set forth on Schedule 1 hereto, which aresignatories hereto (such entities individually and collectively, the “Revolving LoanBorrower”), hereby jointly and severally promise to pay to the order of **LASALLE BANK NATIONALASSOCIATION**, a national banking association (the “Lender”), at its office at 135 SouthLaSalle Street, Chicago, Illinois 60603, or at such other place as the holder hereof may designatein writing, in lawful money of the United States of America, the principal sum of Twenty-OneMillion and No/100 Dollars ($21,000,000.00), or such lesser principal sum as may then be owed bythe Revolving Loan Borrower to the Lender hereunder, on or before August 10, 2010 (the “StatedMaturity Date”); provided, however, on February 10, 2008 (i) the Maximum Revolving Facility (asdefined in the Loan Agreement (as defined below)) shall be reduced to Fifteen Million and No/100Dollars ($15,000,000.00) and (ii) the outstanding principal amount of all Revolving Loans in excessof $15,000,000.00 shall be immediately due and payable.     THE INDEBTEDNESS EVIDENCED HEREBY SHALL BECOME IMMEDIATELY DUE AND PAYABLE UPON THE EARLIESTTO OCCUR OF (X) THE STATED MATURITY DATE; (Y) THE ACCELERATION OF THE LIABILITIES (AS DEFINED INTHE LOAN AND SECURITY AGREEMENT OF EVEN DATE HEREWITH AMONG THE BORROWER (AS DEFINED IN THE LOANAGREEMENT (AS DEFINED BELOW)) AND THE LENDER (AS AMENDED OR MODIFIED FROM TIME TO TIME, THE“LOAN AGREEMENT”)) PURSUANT TO SECTION 11.2 OF THE LOAN AGREEMENT; AND (Z) THETERMINATION OF THE LOAN AGREEMENT (WHETHER BY PREPAYMENT OR OTHERWISE) IN ACCORDANCE WITH ITSTERMS. Capitalized terms used but not defined herein shall have the meanings ascribed to suchterms in the Loan Agreement.     This Revolving Credit Note shall bear interest on the unpaid principal amount hereof from timeto time outstanding from the date hereof until the Stated Maturity Date, or until maturity due toacceleration or otherwise and, after maturity, until paid, at the rates per annum and upon theterms specified in the Loan Agreement. Accrued interest on the Revolving Loans shall be due andpayable and shall be made by the Revolving Loan Borrower to the Lender in accordance withSection 2.7 of the Loan Agreement. Interest payments on such Revolving Loans shall becomputed using the interest rate then in effect pursuant to the Loan Agreement and based on theoutstanding principal balance of the Revolving Loans. Upon maturity, the outstanding principalbalance of the Revolving Loans shall be immediately due and payable, together with any remainingaccrued interest thereon.     All payments on account of indebtedness evidenced by this Revolving Credit Note shall be firstapplied to interest on the unpaid balance and the remainder to principal, unless otherwisespecified in the Loan Agreement. Payments of both principal and interest hereunder are to be madein same day or immediately available funds.
 

 
     This Revolving Credit Note is the Revolving Credit Note referred to in the Loan Agreement, andis subject to all of the terms and conditions of the Loan Agreement, as such Loan Agreement mayfrom time to time be amended, supplemented, or modified, which terms and conditions are hereby madea part of this Revolving Credit Note to the same extent and with the same force and effect as ifthey were fully set forth herein.     Upon the occurrence or existence of any Event of Default (as such term is defined in the LoanAgreement), including the failure to pay any principal, interest and/or fees in accordance with theterms set forth in the Loan Agreement, which shall constitute an Event of Default under thisRevolving Credit Note, the Lender shall be entitled, at its sole option, to accelerate the thenoutstanding indebtedness hereunder and take such other action as may be provided for in the LoanAgreement, any Financing Agreement or otherwise by law.     The remedies of the holder hereof as provided in this Revolving Credit Note, in the LoanAgreement, and in any other Financing Agreement shall be cumulative and concurrent, and may bepursued singly, successively, or together against the Revolving Loan Borrower, and/or against anycollateral or guarantor (including, without limitation, the Guarantor), at the sole discretion ofthe holder hereof.     The Revolving Loan Borrower hereby waives presentment for payment, demand, notice ofnonpayment, notice of dishonor, protest of any dishonor, notice of protest, and protest of thisRevolving Credit Note and all other notices in connection with the delivery, acceptance,performance, default, or enforcement of the payment of this Revolving Credit Note, and agrees thatits liability shall be unconditional without regard to the liability of any other party or personand shall not in any manner be affected by any indulgence, extension of time, renewal, waiver ormodification granted or consented to by the holder hereof; and the Revolving Loan Borrower agreesthat additional makers, endorsers, guarantors, or sureties may become parties hereto without noticeto the Revolving Loan Borrower or affecting the Revolving Loan Borrower’s liability hereunder.     It being the intent of the Lender and the Revolving Loan Borrower that the rate of interestand all other charges to the Revolving Loan Borrower be lawful, if for any reason the payment of aportion of the interest or other charges otherwise required to be paid under this Revolving CreditNote would exceed the limit which the Lender may lawfully charge the Revolving Loan Borrower, thenthe obligation to pay interest or other charges shall automatically be reduced to such limit and,if any amounts in excess of such limit shall have been paid, then such amounts shall at the optionof the Lender either be refunded to the Revolving Loan Borrower or credited to the principal amountof this Revolving Credit Note so that under no circumstances shall the interest or other chargesrequired to be paid by the Revolving Loan Borrower hereunder exceed the maximum rate allowed bylaw.     The holder hereof shall not by any act of omission or commission be deemed to waive any of itsrights or remedies hereunder unless such waiver be in writing and signed by the holder hereof (andthen only to the extent specifically set forth therein). A waiver of any one event shall not beconstrued as continuing or as a bar to or waiver of such right or remedy on a subsequent event.
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     Whenever possible, each provision of this Revolving Credit Note and the Loan Agreement shallbe interpreted in such manner as to be effective and valid under Applicable Law, but if anyprovision of this Revolving Credit Note or the Loan Agreement shall be prohibited or invalid undersuch law, such provision shall be ineffective only to the extent of such prohibition or invalidity,without invalidating the remainder of such provisions of this Revolving Credit Note or the LoanAgreement.     This Revolving Credit Note shall not be amended, supplemented or modified except pursuant to awriting signed by both Lender and Revolving Loan Borrower.     Without limiting the expansiveness of any similar provision contained in the Loan Agreement,if at any time or times, Lender: (a) employs counsel in good faith for advice or otherrepresentation (i) with respect to this Revolving Credit Note, the Loan Agreement, any of the otherFinancing Agreements or any collateral securing this Revolving Credit Note, (ii) to representLender in any restructuring, workout, litigation, contest, dispute, suit or proceeding or tocommence, defend or intervene or to take any other action in or with respect to any litigation,contest, dispute or proceeding (whether instituted by Lender, Revolving Loan Borrower or any otherperson or entity) in any way or respect relating to this Revolving Credit Note, the Loan Agreement,any of the other Financing Agreements, any collateral securing this Revolving Credit Note orRevolving Loan Borrower’s affairs, or (iii) to enforce any rights of Lender against Revolving LoanBorrower; (b) takes any action to protect, collect, sell, liquidate or otherwise dispose of anycollateral securing this Revolving Credit Note; and/or (c) attempts to or enforces any of Lender’srights and remedies against Revolving Loan Borrower; the costs and expenses incurred by Lender inany manner or way with respect to the foregoing shall be part of the indebtedness evidenced by thisRevolving Credit Note, payable by Revolving Loan Borrower to Lender on demand. Without limitingthe generality of the foregoing, such expenses and costs include: court costs, reasonableattorneys’ fees and expenses, and accountants’ fees and expenses.     Payment of this Revolving Credit Note is secured by the Collateral.     Payment of this Note has been guaranteed by Advocat Inc., a Delaware corporation(“Guarantor”), under a certain Guaranty dated of even date herewith. It is a covenant andcondition hereof that in case Guarantor shall be declared a bankrupt, or shall file a petition involuntary bankruptcy, or under Title 11 of the United States Code, or under any similar State orFederal law, or Guarantor files any declaration, answer or pleading admitting Guarantor’sinsolvency or inability to pay or discharge Guarantor’s liabilities, or if a trustee or a receiveris appointed for Guarantor, or for the property or estate of Guarantor, or should any court takejurisdiction of Guarantor’s property or estate or should Guarantor make an assignment for thebenefit of Guarantor’s, then upon the occurrence of any such event, the Lender or the holder ofthis Revolving Credit Note may declare that a default has occurred hereunder, and in consequencesthereof the entire unpaid principal balance and all accrued and unpaid interest thereon shall beimmediately due and payable; and in addition, the Lender or the holder of this Revolving CreditNote may avail itself of any other right or remedy reserved to it under or identified in the LoanAgreement and the Financing Agreements securing this Revolving Credit Note, and as set forth in lawor equity.
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     The Revolving Loan Borrower shall use the proceeds represented by this Revolving Credit Notesolely for proper business purposes, and consistently with all Applicable Laws and statutes and theLoan Agreement. The Revolving Loan Borrower further covenants with the Lender that the RevolvingLoan Borrower is not in the business of extending credit for the purpose of purchasing or carryingmargin security (within the meaning of Regulation U issued by the Board of Governors of the FederalReserve System), and no proceeds represented by this Revolving Credit Note will be used to purchaseor carry any margin securities or to extend credit to others for the purpose of purchasing orcarrying any margin securities.     Any term or provision of this Revolving Credit Note, the Loan Agreement or any other FinancingAgreement to the contrary notwithstanding, the maximum aggregate amount of the Liabilities forwhich any of the Revolving Loan Borrowers (which Liabilities are not direct borrowings or directobligations of such Revolving Loan Borrower (the “Non-Direct Obligations”)) shall be liableshall not exceed the maximum amount for which such Revolving Loan Borrower can be liable withoutrendering such Non-Direct Obligations, as they relate to such Revolving Loan Borrower, voidableunder Applicable Law relating to fraudulent conveyance or fraudulent transfer. To the extent thatany Revolving Loan Borrower shall be required hereunder to pay a portion of its Non-DirectObligations which shall exceed the greater of (i) the amount of the economic benefit actuallyreceived by such Revolving Loan Borrower from any of the loans evidenced hereby in respect of suchNon-Direct Obligations, and (ii) the amount which such Revolving Loan Borrower would otherwise havepaid if such Revolving Loan Borrower had paid the aggregate amount of the Non-Direct Obligations ofsuch Revolving Loan Borrower (excluding the amount thereof repaid by the other Revolving LoanBorrowers) in the same proportion as such Revolving Loan Borrower’s net worth at the date of anyapplicable borrowing hereunder is sought bears to the aggregate net worth of all of the RevolvingLoan Borrowers at the date of such applicable borrowing hereunder is sought, then such RevolvingLoan Borrower shall be reimbursed by the other Revolving Loan Borrowers for the amount of suchexcess, pro rata based on the respective net worths of the Revolving Loan Borrowers at the date ofsuch applicable borrowing with respect hereto is sought.     This Revolving Credit Note shall inure to the benefit of Lender and its successors and assignsand shall be binding upon the Revolving Loan Borrower and its successors and permitted assigns. Asused herein the term “Lender” shall mean and include the successors and assigns of the identifiedpayee and the holder or holders of this Revolving Credit Note from time to time.     THIS REVOLVING CREDIT NOTE SHALL BE CONSTRUED IN ALL RESPECTS IN ACCORDANCE WITH, AND ENFORCEDAND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAWPRINCIPLES.     THE REVOLVING LOAN BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY:          (a) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THISREVOLVING CREDIT NOTE, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TOTHE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF
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ILLINOIS, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE NORTHERN DISTRICT OF ILLINOIS ANDAPPELLATE COURTS FROM ANY THEREOF;          (b) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND WAIVES TOTHE FULLEST EXTENT PERMITTED BY LAW IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING (i) ANYOBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANYSUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TOPLEAD OR CLAIM THE SAME, (ii) THE RIGHT TO ASSERT OR IMPOSE ANY CLAIM, NONCOMPULSORY SET-OFF,COUNTERCLAIM OR CROSS-CLAIM IN RESPECT THEREOF IN SUCH PROCEEDING; PROVIDED, HOWEVER, THIS WAIVERDOES NOT PRECLUDE THE RIGHT TO ASSERT A DEFENSE IN SUCH ACTION OR PROCEEDING OR TO ASSERT OR IMPOSEANY CLAIM, COUNTERCLAIM OR CROSS-CLAIM WHICH THE REVOLVING LOAN BORROWER WISHES TO PURSUE IN ASEPARATE PROCEEDING AT ITS SOLE COST AND EXPENSE, AND (iii) ALL STATUTES OF LIMITATIONS WHICH MAYBE RELEVANT THERETO; AND          (c) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILINGA COPY THEREOF BY CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID,RETURN RECEIPT REQUESTED, TO THE REVOLVING LOAN BORROWER AT ITS ADDRESS SET FORTH IN THE LOANAGREEMENT OR AT SUCH OTHER ADDRESS OF WHICH THE LENDER SHALL HAVE BEEN NOTIFIED PURSUANT THERETO.THE REVOLVING LOAN BORROWER AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW (i)SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE REVOLVING LOAN BORROWER INANY SUIT, ACTION OR PROCEEDING, AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPONAND PERSONAL DELIVERY TO THE REVOLVING LOAN BORROWER. SOLELY TO THE EXTENT PROVIDED BY APPLICABLELAW, SHOULD THE REVOLVING LOAN BORROWER, AFTER BEING SERVED, FAIL TO APPEAR OR ANSWER TO ANYSUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THE NUMBER OF DAYS PRESCRIBED BY LAW AFTERTHE DELIVERY OR MAILING THEREOF, THE REVOLVING LOAN BORROWER SHALL BE DEEMED IN DEFAULT AND ANORDER AND/OR JUDGMENT MAY BE ENTERED BY THE COURT AGAINST THE REVOLVING LOAN BORROWER AS DEMANDEDOR PRAYED FOR IN SUCH SUMMONS, COMPLAINT, PROCESS OR PAPERS. NOTHING HEREIN SHALL AFFECT THELENDER’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR LIMIT THE LENDER’S RIGHTTO BRING PROCEEDINGS AGAINST THE REVOLVING LOAN BORROWER OR ITS PROPERTY IN ANY COURT OR ANY OTHERJURISDICTION.     **THE REVOLVING LOAN BORROWER (AND THE LENDER) HEREBY IRREVOCABLY AND KNOWINGLY WAIVE (TO THEFULLEST EXTENT PERMITTED BY LAW) ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING(INCLUDING, WITHOUT LIMITATION, ANY COUNTERCLAIM) ARISING OUT OF THIS REVOLVING CREDIT NOTE, ANY OFTHE FINANCING**
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**AGREEMENTS OR ANY OTHER AGREEMENTS OR TRANSACTIONS RELATED HERETO OR THERETO, INCLUDING,WITHOUT LIMITATION, ANY ACTION OR PROCEEDING (A) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR INCONNECTION WITH THIS REVOLVING CREDIT NOTE OR ANY INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED ORWHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH, OR (B) ARISING FROM ANY DISPUTE ORCONTROVERSY IN CONNECTION WITH OR RELATED TO THIS REVOLVING CREDIT NOTE AND THE FINANCINGAGREEMENTS. THE LENDER AND THE REVOLVING LOAN BORROWER AGREE THAT ANY SUCH ACTION OR PROCEEDINGSHALL BE TRIED BEFORE A COURT AND NOT A JURY.**
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     **IN WITNESS WHEREOF**, each Revolving Loan Borrower has caused this Revolving Credit Note to beduly executed by its authorized officer as of the date first above written.         **ADVOCAT ANCILLARY SERVICES, INC.**, a Tennesseecorporation           By: