Exhibit 10.6
TERM LOAN NOTE
$16,500,000.00
August 10, 2007
Chicago, Illinois
FOR VALUE RECEIVED, DIVERSICARE LEASING CORP., a Tennessee corporation,
DIVERSICARE ASSISTED LIVING SERVICES NC I, LLC, a Delaware limited liability
company, DIVERSICARE ASSISTED LIVING SERVICES NC II, LLC, a Delaware limited
liability company, DIVERSICARE LAMPASAS, LLC, a Delaware limited liability
company, DIVERSICARE YORKTOWN, LLC, a Delaware limited liability company,
DIVERSICARE BALLINGER, LLC, a Delaware limited liability company, DIVERSICARE
DOCTORS, LLC, a Delaware limited liability company, DIVERSICARE ESTATES, LLC, a
Delaware limited liability company, DIVERSICARE HUMBLE, LLC, a Delaware limited
liability company, DIVERSICARE KATY, LLC, a Delaware limited liability company,
DIVERSICARE NORMANDY TERRACE, LLC, a Delaware limited liability company,
DIVERSICARE TEXAS I, LLC, a Delaware limited liability company, DIVERSICARE
TREEMONT, LLC, a Delaware limited liability company, DIVERSICARE ROSE TERRACE,
LLC, a Delaware limited liability company (such entities individually and
collectively, the "Term Loan Borrower"), hereby jointly and severally promise to
pay to the order of LASALLE BANK NATIONAL ASSOCIATION, a national banking
association (the "Lender"), at its office at 135 South LaSalle Street, Chicago,
Illinois 60603, or at such other place as the holder hereof may designate in
writing, in lawful money of the United States of America, the principal sum of
Sixteen Million Five Hundred Thousand and No/100 Dollars ($16,500,000.00), or
such lesser principal sum as may then be owed by the Term Loan Borrower to the
Lender hereunder, on or before August 10, 2012 (the "Stated Maturity Date").
THE INDEBTEDNESS EVIDENCED HEREBY SHALL BECOME IMMEDIATELY DUE AND PAYABLE
UPON THE EARLIEST TO OCCUR OF (X) THE STATED MATURITY DATE; (Y) THE ACCELERATION
OF THE LIABILITIES (AS DEFINED IN THE LOAN AND SECURITY AGREEMENT OF EVEN DATE
HEREWITH AMONG THE BORROWER (AS DEFINED IN THE LOAN AGREEMENT (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) THE
TERMINATION OF THE LOAN AGREEMENT (WHETHER BY PREPAYMENT OR OTHERWISE) IN
ACCORDANCE WITH ITS TERMS. Capitalized terms used but not defined herein shall
have the meanings ascribed to such terms in the Loan Agreement.
This Term Loan Note shall bear interest on the unpaid principal amount
hereof from time to time outstanding from the date hereof until the Stated
Maturity Date, or until maturity due to acceleration or otherwise and, after
maturity, until paid, at the rates per annum and upon the terms specified in the
Loan Agreement. Accrued interest on the Term Loan shall be due and payable and
shall be made by the Term Loan Borrower to the Lender in accordance with
Section 2.2 of the Loan Agreement. Interest payments on such Term Loan shall be
computed using the interest rate then in effect pursuant to the Loan Agreement
and based on the outstanding principal balance of the Term Loan.
The principal balance of the Term Loan shall be amortized over a ten (10) year
period and shall be repaid in consecutive equal monthly installments of One
Hundred Thirty Seven Thousand