EXHIBIT 10.142
FIRST AMENDMENT TO
SHARE PURCHASE AGREEMENT
This First Amendment to Share Purchase Agreement (the "Amendment") is
executed as of February 17, 2004, among
DIVERSICARE LEASING CORP., a corporation
incorporated under the laws of Tennessee,
(the "VENDOR")
- and -
ADVOCAT INC., a corporation incorporated under
the laws of Delaware, ("ADVOCAT")
- and -
DIVERSICARE CANADA MANAGEMENT SERVICES CO.,
INC., a corporation incorporated under the
laws of Ontario, (the "CORPORATION")
- and -
DCMS HOLDINGS INC., a corporation incorporated
under the laws of Ontario, (THE "PURCHASER")
WHEREAS, the Vendor, Advocat, the Corporation and the Purchaser entered
into that certain Share Purchase Agreement dated August 25, 2003 (the
"Agreement").
WHEREAS, the parties now desire to amend certain terms and provisions
of the Agreement as set forth herein.
NOW, THEREFORE, for and in consideration of the premises and the
agreements, covenants, representations and warranties hereinafter set forth and
for other good and valuable consideration, the receipt and adequacy of all of
which are acknowledged and agreed, the parties hereto agree as follows:
1. Section 3.01 of the Agreement is hereby deleted in its entirety and
replaced with the following:
SECTION 3.01 CLOSING
The transfer of the Purchased Shares and payments required
pursuant to Article Two hereof shall take place at Suite 5800, 40 King
Street West, Toronto, Ontario or such other place as Vendor and
Purchaser may mutually agree.
Unless otherwise agreed, Closing shall take place at 11:00
a.m. on the date (the "CLOSING DATE") that is the first Business Day
fifteen (15) days following the date on which all approvals necessary
in order to complete the transactions contemplated by this Agreement
have been received from the Ministry of Health and Long Term Care
pursuant to the Nursing Homes Act (Ontario). Unless the Vendor and
Purchaser mutually agree, the Closing Date shall not occur later than
March 31, 2004. Conditional upon completion of Closing, the effective
date for the Closing shall be the close of business on the last
Business Day of the month prior to the Closing Date (the "EFFECTIVE
DATE").
2. Except as set forth herein, the Agreement is unmodified and remains
in full force and effect.
IN WITNESS WHEREOF, the parties have duly executed this Amendment the
date and year first above written.
DIVERSICARE LEASING CORP.
Per: /s/ William R. Council III
-------------------------------------
Name: William R. Council III
Title: President
ADVOCAT INC.
Per: /s/ William R. Council III
-------------------------------------
Name: William R. Council III
Title: President
DIVERSICARE CANADA MANAGEMENT
SERVICES CO., INC.
Per: /s/ P. Richardson
-------------------------------------
Name: Paul Richardson
Title: President
DCMS HOLDINGS INC.
Per: /s/ D. Gesauldi
-------------------------------------
Name: Domenic Gesauldi
Title: President
Per:
------------------------------------
Name:
Title:
2