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Exhibit 10.25
FORM OF
FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE AGREEMENT ("Amendment") is made
effective as of the 30th day of September, 1999 ("Effective Date") between
PENNSYLVANIA BCC PROPERTIES, INC., a corporation organized under the laws of the
State of Pennsylvania ("Landlord"), having its principal office located at Xxx
XxxXxxx, Xxxxx 0000, X.X. Xxx 0000, Xxxxxx, Xxxx 00000, and BALANCED CARE AT
[ ], INC., a corporation organized under the laws of the State of Delaware
("Tenant"), having its principal office located at 0000 Xxxxx Xxxxx,
Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000.
R E C I T A L S
A. Landlord leased to Balanced Care at [ ], Inc., a
corporation organized under the laws of the State of Delaware ("Tenant")
property located in [ ], Pennsylvania ("Property") pursuant to a Lease
Agreement dated as of March 15, 1999 ("Lease"). Tenant is operating a [ ]-unit
([ ]-bed) [ ] facility ("Facility") on the Property.
B. The Lease is guaranteed by the Unconditional and Continuing
Lease Guaranty of Balanced Care Corporation ("Guarantor") dated as of March 15,
1999 ("Guaranty").
C. Tenant and Guarantor have requested certain changes to the
financial covenants contained in the Lease; Landlord has agreed to this request.
Tenant and Landlord now desire to amend the Lease to reflect these changes.
NOW THEREFORE, in consideration of the foregoing recitals and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and intending to be legally bound hereby, the parties
hereto agree as follows.
1. Definitions. Any capitalized terms not defined in this
Amendment shall have the meaning set forth in the Lease.
2. Financial Covenants.
(a) Section 15.7.3 of the Lease is amended to read in its
entirety as follows:
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15.7.3 Net Worth. Guarantor shall maintain for each
fiscal quarter a Net Worth and equity capitalization of not less than
$35,000,000.00.
(b) Section 15.7.5 of the Lease is amended to read in its
entirety as follows:
15.7.5 Debt to Equity Ratio. Guarantor shall maintain
for each fiscal quarter a ratio of total indebtedness to shareholders'
equity not to exceed 10.0 to 1.0. The aggregate lease amount under all
capitalized and operating leases shall be included as indebtedness and
all subordinated debt shall be included as equity. For purposes of this
section, "operating leases" shall include all future lease obligations
where Guarantor is not currently the tenant but has an option to
purchase the equity interest in or assets of the tenant or where
Guarantor otherwise has rights to purchase the assets or equity of the
tenant or where Guarantor has agreed to fund operating shortfalls in
connection with the operation of the facility by the tenant.
3. Affirmation. Except as specifically modified by this
Amendment, the terms and provisions of the Lease are hereby affirmed and shall
remain in full force and effect.
4. Binding Effect. This Amendment shall be binding upon and
inure to the benefit of the successors and permitted assigns of Landlord and
Tenant.
5. Representations and Warranties. Tenant affirms all
representations and warranties contained in the Lease as of the Effective Date.
6. Further Modification. The Lease may be further modified
only by a writing signed by Landlord and Tenant.
7. Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall be deemed an original hereof.
8. Consent of Guarantor. This Amendment shall have no force or
effect unless and until Guarantor has executed the Consent set forth below.
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[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, Landlord and Tenant have executed this
Amendment as of the date first set forth above.
Signed and acknowledged
in the presence of: PENNSYLVANIA BCC PROPERTIES, INC.
Signature /s/ Xxxx X. Xxxxx By: /s/ Xxxx X. Xxxxx
Print Name Xxxx X. Xxxxx Title: Vice President and
Secretary
Signature /s/ Xxx X. Xxxxxx
Print Name Xxx X. Xxxxxx
BALANCED CARE AT [ ], INC.
Signature /s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
Print Name Xxxxxxxx X. Xxxxxx Title: Vice President and
Secretary
Signature /s/ Xxxxxx X. Xxxxx
Print Name Xxxxxx X. Xxxxx
STATE OF OHIO )
) SS:
COUNTY OF XXXXX )
The foregoing instrument was acknowledged before me this 26th
day of October, 1999 by Xxxx X. Xxxxx, the Vice President and Corporate
Secretary of Pennsylvania BCC Properties, Inc., a Pennsylvania corporation, on
behalf of the corporation.
/s/ Xxxx X. Xxxxx
Notary Public
My Commission Expires: August 26, 2000 [SEAL]
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STATE OF PENNSYLVANIA )
) SS:
COUNTY OF CUMBERLAND )
The foregoing instrument was acknowledged before me this 27th
day of October, 1999 by Xxxxx X. Xxxxxx, the Vice President and Secretary of
Balanced Care at [ ], Inc., a Delaware corporation, on behalf of the
corporation.
/s/ Xxxxxxx X. Xxxxx
Notary Public
My Commission Expires: August 20,2002 [SEAL]
THIS INSTRUMENT PREPARED BY:
Xxxxxxx X. Xxxxxxx, Esq.
Xxxxxxxx, Loop & Xxxxxxxx, LLP
0000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxx 00000
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CONSENT OF GUARANTOR
Guarantor hereby [i] consents to the foregoing Amendment; [ii]
agrees to be bound by the terms and provisions of the Amendment to the extent
applicable to Guarantor pursuant to the Guaranty, as amended from time to time;
[iii] affirms the Guaranty which shall remain in full force and effect; and [iv]
waives any suretyship defenses arising in connection with the Amendment.
BALANCED CARE CORPORATION
By: /s/ Xxxxx X. Xxxxxx
Title: Senior Vice President and Counsel;
Assistant Secretary
