EXHIBIT 10.2
FIRST AMENDMENT TO LEASE TERMINATION AND
OPERATIONS TRANSFER AGREEMENT
This FIRST AMENDMENT TO LEASE TERMINATION AND OPERATIONS TRANSFER
AGREEMENT (the "Amendment") is made and entered into as of this 31st day of May,
2002 by and between (i) DIVERSICARE ASSISTED LIVING SERVICES, INC., a Tennessee
corporation ("DALS") and DIVERSICARE ASSISTED LIVING SERVICES NC, LLC, a
Tennessee limited liability company ("DALSNC") and (ii) XXX X. XXXXXX, an
individual ("Xxxxxx").
RECITALS
A. DALS and Xxxxxx have entered into that certain Lease Termination and
Operations Transfer Agreement dated as of the 31st day of March, 2002 (the
"Transfer Agreement") relating to the transfer and assignment by DALS to Xxxxxx
of all of the right, title and interest of the Lessee in, to and under (i) that
certain Lease and Option to Purchase dated April 28, 1999 with Pleasant Care
Associates, LP, a Virginia Limited Partnership, as Lessor, for an adult care
facility located in Chesapeake, Virginia and known as "Oakcrest Manor" and (ii)
that certain Lease and Option to Purchase dated April 28, 1999 with Xxxxx
Investment Company, LP, a North Carolina General Partnership, as Lessor, for an
adult care facility located in Williamston, North Carolina and known as "Vintage
Inn" (each a "Lease" and collectively the "Leases").
B. The Transfer Agreement describes DALS as the "Lessee" under each of
the Leases and DALS is the "Lessee" referred to in the Transfer Agreement.
DALSNC is currently not a party to the Transfer Agreement.
C. The parties have discovered that the correct Lessee of the Lease for
the Vintage Inn facility is DALSNC and desire to amend the Transfer Agreement to
add DALSNC as a party thereto with respect to the Vintage Inn facility.
NOW THEREFORE, in consideration of the foregoing premises, the mutual
covenants and agreements the parties set forth herein, and other good and
valuable consideration, the parties hereto agree as follows:
1. DALSNC, as the Lessee under the Lease for the Vintage Inn facility,
is hereby added as a party to the Transfer Agreement to the same extent and with
the same effect as though the Transfer Agreement had been originally made,
executed and delivered by DALSNC. The term "Lessee", as and where used in the
Transfer Agreement, shall mean DALSNC when referring to the Vintage Inn
facility. The term "Lessee", as and where used in the Transfer Agreement, shall
mean DALS when referring to the Oakcrest Manor facility.
2. DALSNC hereby assumes and agrees to perform, keep, observe, and
discharge all of the representations, covenants, agreements, undertakings,
liabilities and obligations to be performed, kept, observed and discharged by
the Lessee under the Transfer Agreement with respect to the Vintage Inn
facility.
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3. The terms, covenants, conditions, representations, agreements and
other provisions of the Transfer Agreement shall, when referring to the Vintage
Inn facility, be binding upon and shall inure to the benefit of, and shall be
enforceable by and against, DALSNC and not DALS. The terms, covenants,
conditions, representations, agreements and other provisions of the Transfer
Agreement shall, when referring to the Oakcrest Manor facility, be binding upon
and shall inure to the benefit of, and shall be enforceable by and against, DALS
and not DALSNC.
4. This Amendment shall be binding upon and inure to the benefit of the
parties hereto, their respective legal representatives, heirs, successors and
assigns.
5. Except as set forth herein, the Transfer Agreement remains
unmodified and in full force and effect and its terms and provisions, as amended
herein, are hereby ratified and affirmed by the parties hereto.
6. Signatures to this Amendment transmitted by facsimile or telecopy
shall be valid and effective to bind the party so signing, it being expressly
agreed that each party to this Amendment shall be bound by its own facsimile or
telecopied signature and shall accept the facsimile or telecopied signature of
the other party to this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
DIVERSICARE ASSISTED LIVING SERVICES, INC.,
a Tennessee corporation
By: /s/ Xxxxxxx Xxxxx
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Its: President & COO
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DIVERSICARE ASSISTED LIVING SERVICES NC, LLC,
a Tennessee limited liability company
By: /s/ Xxxxxxx Xxxxx
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Its: President
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/s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx
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