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Previous: BALANCED CARE CORP, 8-K, EX-10.1, 2000-11-13 |
Next: BALANCED CARE CORP, 8-K, EX-10.3, 2000-11-13 |
<PAGE> 1
Exhibit 10.2
AMENDMENT AND JOINDER TO STOCK PLEDGE AGREEMENT
This Amendment and Joinder Agreement (the "Amendment") to that
certain the Stock Pledge Agreement (the "Stock Pledge Agreement") entered into
as of April 18, 2000 by and among Balanced Care Corporation, a Delaware
corporation ("BCC"), the other parties listed in Schedule "1" attached hereto,
all of which are Delaware corporations and are wholly-owned subsidiaries of BCC
(collectively referred to herein as "Subsidiaries", and together with BCC,
collectively the "Pledgor"), the parties listed on Schedule "2" attached hereto,
all of which are Delaware corporations (individually, a "Company" and
collectively, the "Companies"), FRR Investments Limited, a Cayman Islands
corporation ("FRR"), and IPC Advisors S.A.R.L., a Luxembourg corporation
("IPC"), is entered into as of this 6th day of November, 2000 by and among the
Pledgor, the Companies, FRR, IPC, HR Investments Limited, a Cayman Islands
corporation ("HR"), RH Investments Limited, a Cayman Islands corporation ("RH")
and VXM Investments Limited, a Cayman Islands corporation ("VXM") (FRR, IPC, HR,
RH and VXM are collectively referred to as the "Secured Party").
WITNESSETH:
WHEREAS BCC is issuing certain Promissory Notes (the
"Promissory Notes") dated November 6, 2000 in favour of HR, RH and VXM in the
original principal amounts of $2,166,666.67, $2,166,666.67 and $2,166,666.66
respectively, evidencing an aggregate loan (the "Loan") to BCC by HR, RH and VXM
of $6,500,000, the proceeds of which have been advanced to BCC;
AND WHEREAS Pledgor, being all of the shareholders of the
Companies, have received a direct benefit from the consummation of the
transactions evidenced by the Promissory Notes;
AND WHEREAS it is a condition precedent to the willingness of
the Secured Party to provide the Loan that Pledgor execute and deliver this
Amendment in favour of the Secured Party;
NOW THEREFORE, the parties hereby agree as follows:
1. Incorporation of Recitals; Definitions.
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The recitals set forth above are incorporated herein by
reference and are made a part hereof to the same extent as if such recitals were
set forth herein. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Stock Pledge Agreement.
2. Equity Pledge.
Section 1 of the Stock Pledge Agreement is hereby amended and
restated in its entirety as follows:
"Pledgor hereby pledges, grants a security interest in,
mortgages, assigns, transfers, delivers, sets over and
confirms unto Secured Party, its successors and assigns, all
of Pledgor's right, title and interest in and to all Equity
Interests owned by Pledgor (collectively, the "Pledged
Interests"), and delivers to FRR, as agent for itself, IPC, HR
Investments Limited ("HR"), RH Investments Limited ("RH") and
VXM Investments Limited ("VXM"), the certificates representing
or evidencing the Pledged Interests on the date hereof, which
certificates are listed on Schedule 3 attached hereto
(collectively, the "Certificates"), with equity powers
attached duly endorsed in blank by each Pledgor, receipt of
which is acknowledged by FRR, as agent for itself, IPC, HR, RH
and VXM, as security for: (a) Pledgor's complete payment and
performance of Pledgor's obligations under the promissory
notes dated November 6, 2000 in favour of HR, RH and VXM,
respectively, in the original principal amounts of
$2,166,666.67, $2,166,666.67 and $2,166,666.66 and the
Indemnification Agreement and, (b) all other past, present and
future obligations of Pledgor to any Secured Party which the
Secured Party makes subject to this Agreement in its sole
discretion (collectively, the "Secured Obligations"). Upon the
payment and satisfaction in full of the Secured Obligations,
this Agreement and the security interests granted hereby in
the Pledged Interests shall be released (with FRR, as agent
for itself, IPC, HR, RH and VXM returning all certificates
evidencing Pledged Interests and the Secured Party taking such
other action as Pledgor may reasonably request to release the
security interests granted hereby)."
3. Joinder.
By executing and delivering this Amendment, each of HR, RH and
VXM hereby becomes a party to the Stock Pledge
<PAGE> 3
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Agreement, as amended hereby, and each party hereto acknowledges and agrees that
each of HR, RH and VXM shall be considered for all purposes of the Stock Pledge
Agreement to be a Secured Party and shall be entitled to the rights and
privileges of the Secured Party and that each of HR, RH and VXM is bound by all
of the provisions of the Stock Pledge Agreement, as amended, hereby applicable
to the Secured Party thereunder.
4. Miscellaneous.
(a) Wherever it is stated in the Stock Pledge Agreement that FRR
acts as agent for itself and IPC, this phrase is amended to
read as follows: "FRR, as agent for itself, IPC, HR, RH and
VXM".
(b) Except as expressly amended or modified by this Amendment, the
terms and condition of the Stock Pledge Agreement shall remain
in full force and effect.
(c) This Amendment may be executed in one or more counterparts,
each of which shall constitute an original but all of which
shall constitute one and the same instrument.
(d) This Amendment may be amended only by a writing signed by all
of the parties hereto.
IN WITNESS WHEREOF, Pledgor, each Company and Secured Party
have caused this Amendment to be duly executed and delivered under hand and
seal, all as of the day and year first above written.
<PAGE> 4
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PLEDGOR:
BALANCED CARE CORPORATION
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Senior Vice President
and Legal Counsel
BALANCED CARE REALTY I, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY II, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY III, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY IV, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
<PAGE> 5
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BALANCED CARE REALTY V, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY VI, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY VII, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY VIII, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY IX, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
<PAGE> 6
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BALANCED CARE REALTY X, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY XI, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY XII, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY XIII, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY XIV, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
<PAGE> 7
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BALANCED CARE REALTY XV, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY XVI, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY XVII, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY XVIII, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY XIX, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
<PAGE> 8
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BALANCED CARE REALTY XX, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY XXI, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY XXII, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY XXIII, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY XXIV, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
<PAGE> 9
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BALANCED CARE REALTY XXV, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY XXVI, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY XXVII, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY XXVIII, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY XXIX, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
<PAGE> 10
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BALANCED CARE REALTY XXX, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY XXXI, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY XXXII, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY XXXIII, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY XXXIV, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
<PAGE> 11
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BALANCED CARE REALTY XXXV, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY XXXVI, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY XXXVII, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY XXXVIII, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
<PAGE> 12
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BALANCED CARE REALTY XXXIX, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
COMPANIES:
BALANCED CARE REALTY AT ALTOONA, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY AT BERWICK, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY AT LEWISTOWN, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
<PAGE> 13
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BALANCED CARE REALTY AT MANSFIELD, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY AT MARTINSBURG, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY AT MAUMELLE, INC.
By: /s/Robin L. Barber
Name:
Title:
BALANCED CARE REALTY AT MOUNTAIN HOME, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
<PAGE> 14
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BALANCED CARE REALTY AT PECKVILLE, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY AT READING, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY AT SCRANTON, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY AT SHERWOOD, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
BALANCED CARE REALTY AT STATE COLLEGE, INC.
By: /s/Robin L. Barber
Name: Robin L. Barber
Title: Vice President and
Secretary
<PAGE> 15
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SECURED PARTY:
FRR INVESTMENTS LIMITED
By: /s/J.B. Unsworth
Name: J.B. Unsworth
Title: Director
IPC ADVISORS S.A.R.L.
By: /s/J.B. Unsworth
Name: J.B. Unsworth
Title: Manager
HR INVESTMENTS LIMITED
By: /s/J.B. Unsworth
Name: J.B. Unsworth
Title: Director
RH INVESTMENTS LIMITED
By: /s/J.B. Unsworth
Name: J.B. Unsworth
Title: Director
VXM INVESTMENTS LIMITED
By: /s/J.B. Unsworth
Name: J.B. Unsworth
Title: Director
<PAGE> 16
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The undersigned, Heller Healthcare Finance, Inc., hereby consents to
the foregoing Amendment.
HELLER HEALTHCARE FINANCE, INC.
By: /s/David G. Moore
Name: David G. Moore
Title: SVP
<PAGE> 17
SCHEDULE 1
SUBSIDIARIES
1. Balanced Care Realty I, Inc.
2. Balanced Care Realty II, Inc.
3. Balanced Care Realty III, Inc.
4. Balanced Care Realty IV, Inc.
5. Balanced Care Realty V, Inc.
6. Balanced Care Realty VI, Inc.
7. Balanced Care Realty VII, Inc.
8. Balanced Care Realty VIII, Inc.
9. Balanced Care Realty IX, Inc.
10. Balanced Care Realty X, Inc.
11. Balanced Care Realty XI, Inc.
12. Balanced Care Realty XII, Inc.
13. Balanced Care Realty XIII, Inc.
14. Balanced Care Realty XIV, Inc.
15. Balanced Care Realty XV, Inc.
16. Balanced Care Realty XVI, Inc.
17. Balanced Care Realty XVII, Inc.
18. Balanced Care Realty XVIII, Inc.
19. Balanced Care Realty XIX, Inc.
20. Balanced Care Realty XX, Inc.
21. Balanced Care Realty XXI, Inc.
22. Balanced Care Realty XXII, Inc.
23. Balanced Care Realty XXIII, Inc.
24. Balanced Care Realty XXIV, Inc.
25. Balanced Care Realty XXV, Inc.
26. Balanced Care Realty XXVI, Inc.
27. Balanced Care Realty XXVII, Inc.
28. Balanced Care Realty XXVIII, Inc.
29. Balanced Care Realty XXIX, Inc.
30. Balanced Care Realty XXX, Inc.
<PAGE> 18
2
31. Balanced Care Realty XXXI, Inc.
32. Balanced Care Realty XXXII, Inc.
33. Balanced Care Realty XXXIII, Inc.
34. Balanced Care Realty XXXIV, Inc.
35. Balanced Care Realty XXXV, Inc.
36. Balanced Care Realty XXXVI, Inc.
37. Balanced Care Realty XXXVII, Inc.
38. Balanced Care Realty XXXVIII, Inc.
39. Balanced Care Realty XXXIX, Inc.
<PAGE> 19
SCHEDULE 2
COMPANIES
1. Balanced Care Realty at Altoona, Inc.
2. Balanced Care Realty at Berwick, Inc.
3. Balanced Care Realty at Lewistown, Inc.
4. Balanced Care Realty at Mansfield, Inc.
5. Balanced Care Realty at Martinsburg, Inc.
6. Balanced Care Realty at Maumelle, Inc.
7. Balanced Care Realty at Mountain Home, Inc.
8. Balanced Care Realty at Peckville, Inc.
9. Balanced Care Realty at Reading, Inc.
10. Balanced Care Realty at Scranton, Inc.
11. Balanced Care Realty at Sherwood, Inc.
12. Balanced Care Realty at State College, Inc.
<PAGE> 20
SCHEDULE 3
CERTIFICATES
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