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EXHIBIT 10.20
FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (the "AMENDMENT")
is
made and entered into as of March 29, 2006, by and among
DIVERSICARE ASSISTED
LIVING SERVICES NC I, LLC, A DELAWARE LIMITED LIABILITY COMPANY
("DALS I"),
DIVERSICARE ASSISTED LIVING SERVICES NC II, LLC, A DELAWARE LIMITED
LIABILITY
COMPANY ("DALS II") (DALS I AND DALS II ARE COLLECTIVELY,
"SELLERS"), AND
AGEMARK ACQUISITION, LLC, A NORTH CAROLINA LIMITED LIABILITY
COMPANY ("BUYER").
RECITALS:
A. Buyer and Sellers are parties to that certain Asset Purchase
Agreement dated November 28, 2005 (the "AGREEMENT").
B. Buyer and Sellers now desire to amend the terms set forth in
the
Agreement as provided in this Amendment.
C. Capitalized terms not otherwise defined in this Amendment shall
have
the meanings set forth in the Agreement.
AGREEMENT:
NOW, THEREFORE, for and in consideration of the premises and the
mutual
agreements, covenants, representations, and warranties set forth
herein and in
the Agreement and other good and valuable consideration, the
receipt and
adequacy of which are forever acknowledged and confessed, the
parties hereto
agree as follows:
1. Section 2.4 of the Agreement is hereby deleted in its entirety
and
replaced with the following:
2.4 Escrow Deposit. Buyer has previously deposited with Chicago
Title
("ESCROW AGENT") the sum of One Hundred Thousand and No/100
Dollars
($100,000.00) (together with all interest thereon, the
"ESCROWED
AMOUNT"). The Escrowed Amount shall be held by Escrow Agent and
paid,
disbursed or applied as a credit against the Purchase Price as
provided
in this Agreement. The Escrowed Amount shall be held or placed
by
Escrow Agent in an interest bearing account and the term
"Escrowed
Amount" shall include any interest thereon. If the Closing occurs,
the
Escrowed Amount will be credited against the Purchase Price. If
the
Closing does not occur or the Agreement is otherwise terminated (i)
by
reason of Seller's default, Escrow Agent shall be irrevocably
authorized and directed to release the Escrowed Amount t
