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EXHIBIT 5
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.
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
Page 42 of 60 Pages
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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 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.
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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 44 of 60 Pages
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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 45 of 60 Pages
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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
BALANCED CARE REALTY X, INC.
By: /s/ Robin L. Barber
-------------------------------------
Name: Robin L. Barber
Title: Vice President and Secretary
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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
BALANCED CARE REALTY XV, INC.
By: /s/ Robin L. Barber
-------------------------------------
Name: Robin L. Barber
Title: Vice President and Secretary
Page 47 of 60 Pages
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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
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
Page 48 of 60 Pages
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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
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
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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
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
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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
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
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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
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
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BALANCED CARE REALTY AT LEWISTOWN,
INC.
By: /s/ Robin L. Barber
-------------------------------------
Name: Robin L. Barber
Title: Vice President and Secretary
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: Robin L. Barber
Title: Vice President and Secretary
BALANCED CARE REALTY AT MOUNTAIN
HOME, INC.
By: /s/ Robin L. Barber
-------------------------------------
Name: Robin L. Barber
Title: Vice President and Secretary
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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
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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
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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: Senior Vice President
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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 XXXI, Inc.
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30. Balanced Care Realty XXX, Inc.
31. Balanced Care Really 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 58 of 60 Pages
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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 59 of 60 Pages
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SCHEDULE 3
CERTIFICATES
Page 60 of 60 Pages
