CAPITAL SENIOR LIVING CORP
<DOCUMENT>
<TYPE>EX-10.99
<SEQUENCE>3
<FILENAME>thirdamendtopromnote-b.txt
<TEXT>
Exhibit 10.99

                                                                        [Pool B]


                       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-B,  INC., a Delaware  corporation  (together  with its  successors  and
assigns, "Borrower"),  CAPITAL SENIOR LIVING ILM-B, 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  $9,700,000.  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) an Assignment of Net
Proceeds  (Canton  Regency)  dated as of August 15,  2000 from Owner in favor of
Lender, (ii) an Assignment of Net Proceeds (Towne Center) dated as of August 15,
2000  from  Owner in favor of  Lender,  (iii) a  Partnership  Interest  Security
Agreement  dated as of August 15, 2000 from  Pledgor in favor of Lender,  (iv) a
Promissory Notes Security  Agreement dated as of August 15, 2000 from Pledgor in
favor of Lender,  (v) an Open-End  Mortgage and Security  Agreement  dated as of
August 15, 2000 between Owner and Lender, and recorded on August 24, 2000 in the
land  records of Stark  County,  Ohio as  instrument  number  2000050551,  which
encumbers  the property  described in Exhibit "A-1"  attached  hereto and made a
part hereof by this  reference  (the "Ohio  Property"),  and (vi) a Mortgage and
Security Agreement dated as of August 15, 2000 between Mortgagor and Lender, and
recorded on September  6, 2000 in the land  records of Lake  County,  Indiana as
instrument number 2000064617,  which encumbers the property described in Exhibit
"A-2"  attached  hereto and made a part hereof by this  reference  (the "Indiana
Property" and together with the Ohio Property, the "Properties").

         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

<PAGE>

extension,  subject to the payment of the Extension Fee (described below) and to
the terms and conditions of this Amendment, as set forth below.


                                   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 on
such date Capital  Senior  Living P-C,  Inc.  ("P-C,  Inc.") has  satisfied  the
conditions  set  forth  in  paragraph  5 of  that  certain  Third  Amendment  to
Promissory Note and Loan Agreement of even date herewith among P-C, Inc., Lender
and Guarantor.

         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:

                                       2
<PAGE>

                  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 $96,000.00
(minus $16,800.00 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 P-C, 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
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.

                                       3
<PAGE>

         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-B, INC.,
                                   a Delaware corporation



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



                                  OWNER:

                                  CAPITAL SENIOR LIVING ILM-B, 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
<PAGE>


                                   EXHIBIT A-1

                                  OHIO PROPERTY


<PAGE>


                                   EXHIBIT A-2

                                INDIANA PROPERTY


</TEXT>
</DOCUMENT>
