CAPITAL SENIOR LIVING CORP
<DOCUMENT>
<TYPE>EX-10.100
<SEQUENCE>4
<FILENAME>thirdamendtopromnote-c.txt
<TEXT>
Exhibit 10.100
                                                                        [Pool C]

                       THIRD AMENDMENT TO PROMISSORY NOTE
                               AND LOAN AGREEMENT


         THIS  THIRD  AMENDMENT  TO  PROMISSORY  NOTE AND LOAN  AGREEMENT  (this
"Amendment")  is dated as of October 15,  2002,  by and between  CAPITAL  SENIOR
LIVING P-C,  INC., a Delaware  corporation  (together  with its  successors  and
assigns, "Borrower"),  CAPITAL SENIOR LIVING ILM-C, INC., a Delaware corporation
(together  with its  successors  and  assigns,  "Owner"),  and NEWMAN  FINANCIAL
SERVICES,  INC.,  a  Delaware  corporation  (together  with its  successors  and
assigns,  "Lender"),  and is consented  to and  acknowledged  by CAPITAL  SENIOR
LIVING  CORPORATION,  a Delaware  corporation  (together with its successors and
assigns,  "Guarantor")  and by CAPITAL SENIOR LIVING  PROPERTIES,  INC., a Texas
corporation (together with its successors and assigns, "Pledgor").

                                    RECITALS:

         A.  Lender  made  a loan  (the  "Loan")  to  Borrower  in the  original
principal loan amount of  $10,300,000.  The Loan is more fully  described in and
evidenced by (i) that certain  Mezzanine Loan  Agreement  dated as of August 15,
2000,  by and  between  Borrower,  Owner  and  Lender,  as  amended  (the  "Loan
Agreement"),  and (ii) that certain  Promissory Note dated as of August 15, 2000
in the amount of the Loan,  executed  by  Borrower  and  payable to the order of
Lender, as amended (the "Note"). The Note and the Loan Agreement were amended by
that certain  Amendment to Promissory Note and Loan Agreement dated as of August
14,  2001,  and  that  certain  Second  Amendment  to  Promissory  Note and Loan
Agreement dated as of September 15, 2001.

         B. The Note is secured  by,  among  other  things,  (i) a Stock  Pledge
Agreement dated as of August 15, 2000 from Borrower in favor of Lender,  (ii) an
Assignment of Net Proceeds dated as of August 15, 2000 from Borrower in favor of
Lender,  (iii) an Owner's Assignment of Net Proceeds dated as of August 15, 2000
from Owner in favor of Lender with respect to the real property  described  more
fully therein  (collectively,  the  "Properties"),  (iv) a Partnership  Interest
Security  Agreement dated as of August 15, 2000 from Pledgor in favor of Lender,
and (v) a Promissory  Notes Security  Agreement dated as of August 15, 2000 from
Pledgor in favor of Lender.

         C. Repayment of the Loan is guaranteed by Guarantor pursuant to, and as
set forth in, that certain Payment and Performance  Guaranty  Agreement dated as
August 15, 2000 given by Guarantor for the benefit of Lender ("Guaranty").

         D.  Borrower  and Owner  have  requested  that  Lender  modify  certain
covenants in the Loan Agreement and further extend the maturity date of the Loan
to October  15,  2004.  Lender has agreed to consent to such  modifications  and
extension,  subject to the payment of the Extension Fee (described below) and to
the terms and conditions of this Amendment, as set forth below.

<PAGE>

                                   AGREEMENT:

         NOW,  THEREFORE,  for and in consideration of the foregoing,  and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,  the Borrower,  Owner and Lender,  intending to be legally  bound,
agree that the Note and Loan Agreement are hereby further amended as follows:

         1. The foregoing Recitals are hereby ratified and made a part hereof.

         2. All capitalized terms used herein shall have the meanings given them
in the  Note or  Loan  Agreement,  as  applicable,  unless  they  are  otherwise
specifically defined herein.

         3. Section 4 of the Note, as amended, is hereby deleted in its entirety
and the following Section 4 is hereby substituted therefor:

                  Section 4.  Maturity  Date.  Unless  sooner  paid,  the entire
         unpaid balance of the principal  amount hereof and all interest accrued
         thereon (including  interest at the Default Rate), to and including the
         Maturity Date (as defined below),  and all Late Fees (as defined below)
         shall become due and payable on October 15, 2004 (the "Maturity Date").

         4.  The  definition  of  "Maturity  Date"  in  Section  1.1 of the Loan
Agreement,  as amended,  is hereby  deleted in its  entirety,  and the following
definition is hereby substituted therefor:

                  "Maturity  Date" means  October  15,  2004,  unless  Mezzanine
         Lender sooner  accelerates  the maturity of the Loan in accordance with
         the Loan Documents.

         5. Notwithstanding  paragraphs 3 and 4 above, Lender may accelerate the
Maturity  Date under the Note and Loan  Agreement on October 15, 2003 unless (a)
on such date no Event of Default shall have occurred and be continuing,  and (b)
on or before such date Borrower  shall have  curtailed the Loan pursuant to this
paragraph  in an  amount  not  less  than  $5,000,000.00.  Borrower  shall  make
quarterly  principal  curtailments  on the Loan,  unless such  amounts have been
previously prepaid (such prepayments shall be without penalty or premium) on the
15th day of January, April, July and October, commencing on January 15, 2003 and
through October 15, 2003, and, if the Maturity Date has not been  accelerated on
October 15, 2003  pursuant  to this  paragraph,  through  October 15,  2004,  as
follows:

                                    ----------------- ------------------------
                                    Amount            Date (on or before)
                                    ------            ----
                                    ----------------- ------------------------
                                    $1,000,000        January 15, 2003
                                    ----------------- ------------------------
                                    $1,000,000        April 15, 2003
                                    ----------------- ------------------------
                                    $1,500,000        July 15, 2003
                                    ----------------- ------------------------

                                       2
<PAGE>

                                    ----------------- ------------------------
                                    $1,500,000        October 15, 2003
                                    ----------------- ------------------------
                                    $500,000          January 15, 2004
                                    ----------------- ------------------------
                                    $500,000          April 15, 2004
                                    ----------------- ------------------------
                                    $1,000,000        July 15, 2004
                                    ----------------- ------------------------
                                    $3,300,000        October 15, 2004
                                    ----------------- ------------------------

                  The then existing balances in the reserve funds held under the
Debt Reserve Fund Agreement and the Operating Deficit Reserve Agreement (each as
defined in the Loan  Agreement) may be applied to the principal  curtailment due
October 15, 2004.

         6. Section 2.4 of the Loan Agreement is hereby deleted in its entirety,
except  that any term  defined in  Section  2.4 and used  elsewhere  in the Loan
Agreement shall continue to have the meaning set forth in Section 2.4.

         7. Effective as of October 15, 2002, the first clause (up to the colon)
of Section 1.4 of the Note is hereby  deleted in its entirety and the  following
clause is hereby substituted therefor:

                  The "Note  Rate"  shall mean (a) the  greater of (i) three and
         one half  percent  (3.5%)  per  annum,  or (ii) the  average  of London
         Interbank  Offered Rates  ("LIBOR") for a term of one month  determined
         solely by Holder as of each Rate Adjustment Date, plus (b) five hundred
         fifty (550) basis points per annum, determined in the following manner:

         8. The  foregoing  amendments 3 through 6 shall become  effective as of
the date hereof only if Borrower causes to be paid to Lender (i) one-half of the
Extension Fee (defined below) in  consideration  of Lender's  consent to further
extend the Maturity Date,  (ii) the Liquidity Fee pursuant to Section 2.6 of the
Loan  Agreement,  which  the  parties  agree  shall  now  be in  the  amount  of
$104,000.00  (minus  $18,200.00 which was previously paid to Lender),  and (iii)
all attorney's fees and expenses incurred by Lender in connection herewith.  The
Extension Fee shall be an amount equal to one and one-half percent (1.5%) of the
outstanding principal balance of the Loan as of the date hereof. One-half of the
Extension Fee is payable as of the date hereof as provided above.  The remaining
one-half of the Extension Fee is fully earned by Lender on the date hereof,  but
shall not be due and payable until the Maturity  Date.  This  Amendment may only
become  effective if that certain Third  Amendment to  Promissory  Note and Loan
Agreement of even date herewith among Capital  Senior Living P-B,  Inc.,  Lender
and Guarantor has been executed by all parties thereto and all fees and expenses
payable upon execution thereof have been paid.

         9. Lender has agreed to temporarily waive certain conditions  precedent
(itemized  below)  to the  effectiveness  of  this  Amendment.  Borrower  hereby
covenants  and agrees  that on or before  the  earlier to occur of (a) March 31,
2003  or  (b)  the  date  upon  which  Borrower   restructures  the  first  lien

                                       3
<PAGE>

indebtedness   secured  by  the  Properties   with  GMAC   Commercial   Mortgage
Corporation,  Borrower  shall  provide  to  Lender  the  following  to  Lender's
commercially  reasonable  satisfaction:  (i) UCC, judgment, tax lien, bankruptcy
and pending litigation  searches of the parties hereto other than Lender, (ii) a
bankruptcy  non-consolidation  opinion  substantially in the form of the opinion
rendered at the  closing of the Loan,  or an update of such  opinion,  and (iii)
zoning confirmation letters for each of the Properties substantially in the form
of the  letters  provided  at the  closing  of the  Loan,  or an  update of such
letters.

         10. Except as hereby expressly  amended,  each of the Note and the Loan
Agreement, as amended, shall otherwise be unchanged,  shall remain in full force
and  effect  and is hereby  expressly  approved,  ratified  and  confirmed.  All
representations  and  warranties  made by the Borrower and the Owner in the Loan
Documents  are true and correct in all material  respects as if made on the date
hereof.

         11. This  Amendment  shall be binding  upon and inure to the benefit of
the parties and their respective heirs,  legal  representatives,  successors and
assigns.

         12. This Amendment may be executed in any number of  counterparts  with
the same effect as if all parties hereto had signed the same document.  All such
counterparts  shall be construed  together and shall  constitute one instrument,
but in making  proof  hereof it shall  only be  necessary  to  produce  one such
counterpart.

         13.  Neither  the Note nor the Loan  Agreement  may be further  amended
except by an instrument in writing signed by each of the parties hereto.

                         [SIGNATURES BEGIN ON NEXT PAGE]




                                       4
<PAGE>


         IN WITNESS  WHEREOF,  the  Borrower,  Owner and Lender have caused this
Amendment to be executed by their duly authorized  representatives thereof as of
the date first written above.

                                    BORROWER:

                                    CAPITAL SENIOR LIVING P-C, INC.,
                                    a Delaware corporation



                                    By:  /s/ Paul T. Lee                 (Seal)
                                       ----------------------------------
                                    Name:   Paul T. Lee
                                         --------------------------------
                                    Title: Vice President, Finance
                                          -------------------------------



                                     OWNER:

                                     CAPITAL SENIOR LIVING ILM-C, INC.,
                                     a Delaware corporation



                                     By:  /s/ Paul T. Lee                (Seal)
                                        ---------------------------------
                                     Name:  Paul T. Lee
                                          -------------------------------
                                     Title: Vice President, Finance
                                           ------------------------------


                       [SIGNATURES CONTINUE ON NEXT PAGE]



                                       5
<PAGE>


                                     LENDER:

                                     NEWMAN FINANCIAL SERVICES, INC.,
                                     a Delaware corporation



                                     By: /s/ Jay N. Rollins              (Seal)
                                        ---------------------------------
                                     Name:  Jay N. Rollins
                                          -------------------------------
                                     Title: Senior Vice President
                                           ------------------------------


                       [SIGNATURES CONTINUE ON NEXT PAGE]





                                       6
<PAGE>


                    CONSENT AND ACKNOWLEDGMENT BY GUARANTOR:

         CAPITAL SENIOR LIVING CORPORATION, a Delaware corporation, as Guarantor
under that certain Payment and Performance Guaranty Agreement ("Guaranty") dated
as of August 15, 2000 in favor of Lender does hereby  acknowledge and consent to
the foregoing  Amendment,  confirms that all representations and warranties made
by the  Guarantor  in the Loan  Documents  are true and correct in all  material
respects as if made on the date hereof,  and does hereby  ratify and confirm the
Guaranty and acknowledges the same to be in full force and effect.

                                   GUARANTOR:

                                   CAPITAL SENIOR LIVING CORPORATION,
                                   a Delaware corporation



                                   By:                                   (Seal)
                                      -----------------------------------
                                   Name:
                                        ---------------------------------
                                   Title:
                                         --------------------------------


                       [SIGNATURES CONTINUE ON NEXT PAGE]




                                       7

<PAGE>


                     CONSENT AND ACKNOWLEDGMENT BY PLEDGOR:

         CAPITAL SENIOR LIVING PROPERTIES, INC., a Texas corporation, as Pledgor
under that certain  Partnership  Interest Security  Agreement dated as of August
15, 2000 from  Pledgor in favor of Lender,  and that  certain  Promissory  Notes
Security  Agreement  dated as of August 15, 2000 from Pledgor in favor of Lender
(collectively,  the "Pledge  Agreements") does hereby acknowledge and consent to
the foregoing  Amendment,  confirms that all representations and warranties made
by the  Pledgor  in the Loan  Documents  are true and  correct  in all  material
respects as if made on the date hereof,  and does hereby  ratify and confirm the
Pledge  Agreements  and  acknowledges  the same to be in full force and  effect.
Pledgor further confirms that the term "Mezzanine Loan Documents" as referred to
within the definition of "Mezzanine Loan Documents" in the Partnership  Interest
Security  Agreement  dated as of August 15, 2000 from Pledgor in favor of Lender
means and refers to the "Loan  Documents"  as defined in the Loan  Agreement  as
defined above.

                                    PLEDGOR:

                                    CAPITAL SENIOR LIVING PROPERTIES, INC.,
                                    a Texas corporation



                                    By:                                  (Seal)
                                       ----------------------------------
                                    Name:
                                         --------------------------------
                                    Title:
                                          -------------------------------






                                       8

</TEXT>
</DOCUMENT>
