Exhibit 10.5
RELEASE AGREEMENT
THIS RELEASE AGREEMENT ("Agreement") is made effective as of
January 31, 2002 ("Effective Date") by and among the following:
[i] HEALTH CARE REIT, INC., a corporation organized under the laws of
the State of Delaware ("HCRI"), having its principal office located
at One SeaGate, Suite 1500, P. O. Xxx 0000, Xxxxxx, Xxxx
00000-0000;
[ii] PENNSYLVANIA BCC PROPERTIES, INC., a corporation organized under
the laws of the Commonwealth of Pennsylvania ("HCRI - PA/BCC" and a
"Landlord"), having its principal office located at One SeaGate,
Suite 1500, P. O. Xxx 0000, Xxxxxx, Xxxx 00000-0000;
[iii] HCN BCC HOLDINGS, INC., a corporation organized under the laws of
the State of Delaware ("HCRI - HCN/BCC" and a "Landlord"), having
its principal office located at One SeaGate, Suite 1500, P. O. Xxx
0000, Xxxxxx, Xxxx 00000-0000;
[iv] HCRI INDIANA PROPERTIES, LLC, a limited liability company organized
under the laws of the State of Indiana ("HCRI-IN" and a
"Landlord"), having its principal office located at One SeaGate,
Suite 1500, P. O. Xxx 0000, Xxxxxx, Xxxx 00000-0000;
[v] FINANCIAL CARE INVESTORS OF LEBANON, LLC, a limited liability
company organized under the laws of the State of Delaware ("FCI -
Lebanon" and a "Tenant"), having its principal office located at
0000 Xxxxx Xxxxx, Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000;
[vi] FINANCIAL CARE INVESTORS OF LOYALSOCK, LLC, a limited liability
company organized under the laws of the State of Delaware ("FCI -
Loyalsock" and a "Tenant"), having its principal office located at
0000 Xxxxx Xxxxx, Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000;
[vii] FINANCIAL CARE INVESTORS OF MORRISTOWN, LLC, a limited liability
company organized under the laws of the State of Delaware ("FCI -
Morristown" and a "Tenant"), having its principal office located at
0000 Xxxxx Xxxxx, Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000;
[viii] FINANCIAL CARE INVESTORS OF OAK RIDGE, LLC, a limited liability
company organized under the laws of the State of Delaware ("FCI -
Oak Ridge" and a "Tenant"), having its principal office located at
0000 Xxxxx Xxxxx, Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000;
[ix] FINANCIAL CARE INVESTORS OF SAGAMORE HILLS, LLC, a limited
liability company organized under the laws of the State of Delaware
("FCI - Sagamore Hills" and a "Tenant"), having its principal
office located at 0000 Xxxxx Xxxxx, Xxxxxxxxxxxxx, Xxxxxxxxxxxx
00000;
[x] FINANCIAL CARE INVESTORS OF WESTERVILLE, LLC, a limited liability
company organized under the laws of the State of Delaware ("FCI -
Westerville" and a "Tenant"), having its principal office located
at 0000 Xxxxx Xxxxx, Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000;
[xi] BALANCED CARE AT SAXONBURG, INC., a corporation organized under the
laws of the State of Delaware ("Saxonburg" and a "Tenant"), having
its principal office located at 0000 Xxxxx Xxxxx, Xxxxxxxxxxxxx,
Xxxxxxxxxxxx 00000;
[xii] BALANCED CARE AT BLOOMSBURG II, INC., a corporation organized under
the laws of the State of Delaware ("Bloomsburg" and a "Tenant"),
having its principal office located at 0000 Xxxxx Xxxxx,
Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000;
[xiii] BALANCED CARE AT MERRILLVILLE, INC., a corporation organized under
the laws of the State of Delaware ("Merrillville" and a "Tenant"),
having its principal office located at 0000 Xxxxx Xxxxx,
Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000;
[xiv] BALANCED CARE AT LEBANON, INC., a corporation organized under the
laws of the State of Delaware ("BCC - Lebanon" and a "Manager"),
having its principal office located at 0000 Xxxxx Xxxxx,
Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000;
[xv] BALANCED CARE AT LOYALSOCK, INC., a corporation organized under the
laws of the State of Delaware ("BCC-Loyalsock" and a "Manager"),
having its principal office located at 0000 Xxxxx Xxxxx,
Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000;
[xvi] BALANCED CARE AT MORRISTOWN, INC., a corporation organized under
the laws of the State of Delaware ("BCC - Morristown"
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and a "Manager"), having its principal office located at 0000 Xxxxx
Xxxxx, Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000;
[xvii] BALANCED CARE AT OAK RIDGE, INC., a corporation organized under the
laws of the State of Delaware ("BCC-Oak Ridge" and a "Manager"),
having its principal office located at 0000 Xxxxx Xxxxx,
Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000;
[xviii] BALANCED CARE AT SAGAMORE HILLS, INC., a corporation organized
under the laws of the State of Delaware ("BCC-Sagamore Hills" and a
"Manager"), having its principal office located at 0000 Xxxxx
Xxxxx, Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000;
[xix] BALANCED CARE AT WESTERVILLE, INC., a corporation organized under
the laws of the State of Delaware ("BCC-Westerville" and a
"Manager"), having its principal office located at 0000 Xxxxx
Xxxxx, Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000;
[xx] BCC DEVELOPMENT AND MANAGEMENT CO., a corporation organized under
the laws of the State of Delaware ("BCC-Development" and a
"Manager"), having its principal office located at 0000 Xxxxx
Xxxxx, Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000;
[xxi] BALANCED CARE CORPORATION, a corporation organized under the laws
of the State of Delaware ("Company"), having its principal office
located at 0000 Xxxxx Xxxxx, Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000; and
[xxii] IPC ADVISORS S.A.R.L., a corporation organized under the laws of
Luxembourg ("IPC"), having its principal office located at 00 xxx
Xxxx Xxxxxxx Xxxxxx, X-0000, Xxxxxxxxxx.
Hereinafter, HCRI and Landlords may be collectively called "HCN",
and Company, Tenants, Managers, and IPC may be collectively called the "BCC
Group".
R E C I T A L S
A. Each Tenant was or is the tenant of certain leased property
under separate Lease Agreements described on Exhibit A attached hereto and
incorporated herein ("Leases"). All documents evidencing the obligations between
HCN, Tenants, Managers or Company in connection with the Leases may be called
collectively "Lease Documents". HCRI - PA/BCC terminated the Lebanon, Loyalsock,
Saxonburg and Bloomsburg Leases as of February 26, 2001, and HCRI - HCN/BCC
terminated the Morristown, Oak Ridge, Sagamore Hills, and Westerville Leases as
of February 26, 2001. HCRI conveyed the
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property located in Merrillville, Indiana and assigned the Merrillville Lease to
HCRI-IN as of June 16, 2001.
B. HCRI - PA/BCC and HCRI - HCN/BCC also extended to
FCI-Lebanon, FCI-Loyalsock, FCI-Morristown, FCI-Oak Ridge, FCI-Sagamore Hills,
and FCI-Westerville ("FCI Borrowers") loans in the amounts specified on Exhibit
A ("FCI Loans") subject to the terms of the Loan Agreements described on Exhibit
A ("FCI Loan Agreements"). The FCI Loans are each evidenced by Notes described
on Exhibit A ("FCI Notes"). The FCI Loans are secured by leasehold mortgages
("FCI Leasehold Mortgages") against the Lebanon, Loyalsock, Morristown, Oak
Ridge, Sagamore Hills, and Westerville Leases ("FCI Leases") and security
interests in substantially all the personal property of the FCI Borrowers. All
documents executed by the FCI Borrowers as evidence of or security for the FCI
Loans may be called collectively the "FCI Loan Documents".
C. HCRI extended to Merrillville a loan in the amount
specified on Exhibit A ("Merrillville Loan") subject to the terms of the Loan
Agreement described on Exhibit A ("Merrillville Loan Agreement"). The
Merrillville Loan is evidenced by the Note described on Exhibit A ("Merrillville
Note"). The Merrillville Loan is secured by a leasehold mortgage against the
Merrillville Lease and a security interest in substantially all the personal
property of Merrillville. All documents executed by Merrillville as evidence of
or security for the Merrillville Loan may be called collectively the
"Merrillville Loan Documents".
D. HCRI extended to Company a loan in the amount specified on
Exhibit A ("Company Loan"). The Company Loan is evidenced by the Note described
on Exhibit A ("Company Note"). The Company Loan is secured by the FCI Leasehold
Mortgages. All documents executed by Company as evidence of or security for the
Company Loan may be called collectively the "Company Loan Documents". The FCI
Loans, the Merrillville Loan, and the Company Loan may be collectively called
"Loans".
E. Company guaranteed [i] Tenants' obligations under the
Leases pursuant to the Unconditional and Continuing Lease Guaranties described
on Exhibit A; [ii] the repayment of the FCI Loans pursuant to Unconditional
Continuing Guaranties described on Exhibit A; and [iii] the repayment of the
Merrillville Loan pursuant to the Unconditional and Continuing Guaranty
described on Exhibit A (collectively called "Guaranties").
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F. Tenants currently operate the facilities identified on
Exhibit A ("Facilities"). The Facilities are managed by Managers under separate
management agreements between Managers and Tenants as described on Exhibit A
(collectively called "Management Agreements").
G. Tenants failed to pay rent and interest in full and failed
to satisfy financial covenants under the Lease Documents, the FCI Loan
Documents, and the Company Loan Documents (collectively called "Defaults"). As a
result, HCRI-PA/BCC and HCRI-HCN/BCC terminated the FCI Leases, the Saxonburg
Lease, and the Bloomsburg Lease ("Lease Terminations"). In addition, HCRI-PA/BCC
and HCR-HCN/BCC accelerated payment of the FCI Loans, and HCRI accelerated
payment of the Company Loan.
H. HCRI and Company attempted to resolve the Defaults by
entering into a Master Lease Offer dated March 12, 2001, as supplemented by
letters dated April 25, 2001 and June 13, 2001 (collectively called "Initial
Master Lease Offer"). In connection with the Initial Master Lease Offer, Company
executed and delivered to HCRI a note in the original principal amount of
$216,867.00 to fund, in part, the acquisition of personal property for the
Westerville Facility ("Westerville Note"). The Initial Master Lease Offer and
the Westerville Note may be collectively called the "Initial Settlement
Documents". Company was unable to perform its obligations under the Initial
Settlement Documents.
I. As a result of the failure of Company to perform its
obligations under the Initial Settlement Documents, HCRI, HCRI-PA/BCC, and
HCRI-HCN/BCC commenced actions against Tenants (excluding Merrillville) and
Company seeking, among other remedies, judgments for possession of the Property
(excluding the Merrillville Property) and collection of amounts due under the
FCI Loans, the Company Loan, and the Initial Settlement Documents (collectively
called "HCN Litigation").
J. Company and HCRI have now agreed to resolve the Defaults
and the HCN Litigation pursuant to the terms of a second Master Lease Offer
dated December 21, 2001 ("Second Master Lease Offer"). The Second Master Lease
Offer provides for [i] payment of funds to HCRI including delivery of a note in
the original principal amount of $1,500,000.00 ("Settlement Note"); [ii]
assignment of the FCI Loans, the Company Loan, and the Merrillville Loan from
HCN to IPC ("Assignment"); [iii] termination of the Merrillville Lease and
transfer of operations of the Merrillville, Westerville, Oak Ridge, and
Morristown Facilities to new operators designated by HCRI ("Facility
Transfers"); [iv] execution of a Master Lease between
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HCRI-PA/BCC and HCRI-HCN/BCC and Balanced Care Tenant (HCN), Inc. for the
Lebanon, Montoursville, Bloomsburg, Saxonburg, and Sagamore Hills Properties
("Master Lease"); and [v] a mutual release of liability in connection with the
Defaults under Lease Documents. HCN and the BCC Group shall perform their
obligations under the Second Master Lease Offer pursuant to the terms of a
Settlement Agreement between HCN and each member of the BCC Group. Any term used
in this Agreement that is not defined herein shall have the meaning set forth in
the Settlement Agreement.
NOW THEREFORE, in consideration of the obligations undertaken
by the BCC Group under this Agreement, the Settlement Agreement, the Master
Lease and for other good and valuable considerations, the receipt and
sufficiency of which are hereby acknowledged, HCN and each member of the BCC
Group agree to the following.
1. Release of Claims.
(a) Release of HCN Group. Effective on the Effective
Date and subject to the exclusions in this section and the terms of Section 1(d)
below, each member of the BCC Group hereby jointly and severally releases,
quits, and forever discharges HCN and all of HCN's affiliates, and any of their
respective, former or existing officers, directors, agents, employees,
accountants, attorneys, and representatives, and all of their respective heirs,
personal representatives, successors, and assigns (collectively, the "HCN
Group") from any and all claims, demands, debts, actions, causes of action,
suits, contracts, agreements, obligations, accounts, defenses, offsets against
the judgment and liabilities of any kind or character whatsoever, known or
unknown, suspected or unsuspected, in contract or in tort, at law or in equity,
including without limitation, such claims and defenses as fraud, mistake,
duress, and usury, that any member of the BCC Group ever had, now have, or might
hereafter have against the HCN Group, jointly or severally, for or by reason of
any matter, cause, or thing whatsoever occurring or failing to occur prior to
the Effective Date, which relates, in whole or in part, directly or indirectly
to [i] the Leases; [ii] the Loans; [iii] the Lease Documents; [iv] the Sub-Debt
Documents; and [v] the Initial Settlement Documents (collectively called "BCC
Documents"). The release provided in this Section 1(a) may be called the "HCN
Release". The HCN Release does not release HCN from its obligations under this
Agreement, the Settlement Agreement, or the Master Lease.
(b) Release of BCC Group. Effective on the Effective
Date and subject to the exclusions in this section and the terms of Section 1(c)
below, [A] HCN hereby jointly and
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severally releases, quits and forever discharges each member of the BCC Group,
and any of their respective, former or existing officers, directors, agents,
employees, accountants, attorneys, and representatives, and all of their
respective heirs, personal representatives, successors, and assigns
(collectively, the "BCC Released Parties") from any and all claims, demands,
debts, actions, causes of action, suits, contracts, agreements, obligations,
accounts, defenses, offsets against the judgment and liabilities of any kind or
character whatsoever, known or unknown, suspected or unsuspected, in contract or
in tort, at law or in equity, including without limitation, such claims and
defenses as fraud, mistake, duress and usury that any member of HCN ever had,
now has, or might hereafter have against the BCC Released Parties, jointly or
severally, for or by reason of any matter, cause, or thing whatsoever occurring
or failing to occur prior to the Effective Date which relates, in whole or in
part, directly or indirectly to [i] the Leases; [ii] the Lease Documents; and
[iii] the Initial Settlement Documents; and [B] HCN agrees that the Lease
Documents that have not already been terminated are terminated and released. The
release and termination provided in this Section 1(b) may be called the "BCC
Release". The BCC Release does not release any member of the BCC Released
Parties from their respective obligations under this Agreement, the Settlement
Agreement, the Settlement Note, the documents executed in connection with the
Facility Transfers ("Transfer Documents") or the Master Lease, or release BCC
from its obligations to IPC under the Loans or the Sub-Debt Documents which were
assigned by HCN to IPC pursuant to the Assignment.
(c) Conditions Subsequent for BCC Release. The BCC
Release provided in Section 1(b) above will be void ab initio and will be of no
force or effect if the Master Lease or the release of the HCN Group contained
in Section 1(a) is ever rendered void, avoided or is rescinded, in whole or in
part, by operation of law, or by order of any state or federal court of
competent jurisdiction, by reason of any order arising out of any claim or
proceeding, including, without limitation, any fraudulent transfer or preference
action or any other bankruptcy, insolvency, creditor's rights or similar
proceeding, initiated or commenced by, on behalf of or in concert with, directly
or indirectly, any member of the BCC Released Parties, any affiliate of any such
member, any person claiming by or through any member of the BCC Released
Parties, or any of their agents, employees, representatives, officers,
directors, shareholders, subsidiaries, affiliates, heirs, personal
representatives, successors or assigns. It is the intent of the parties that the
rejection of the Master Lease pursuant to Section 365 of the U.S. Bankruptcy
Code (or similar proceedings under
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relevant insolvency statutes) shall in no way or manner be grounds for voiding
the BCC Release.
(d) Conditions Subsequent for HCN Release. The HCN
Release provided in Section 1(a) above will be void ab initio and will be of no
force or effect if the Master Lease or the release of the BCC Group contained
in Section 1(b) is ever rendered void, avoided or is rescinded, in whole or in
part, by operation of law, or by order of any state or federal court of
competent jurisdiction, by reason of any order arising out of any claim or
proceeding, including, without limitation, any fraudulent transfer or preference
action or any other bankruptcy, insolvency, creditor's rights or similar
proceeding, initiated or commenced by, on behalf of or in concert with, directly
or indirectly, any member of HCN, any affiliate of any such member, any person
claiming by or through any member of HCN, or any of their agents, employees,
representatives, officers, directors, shareholders, subsidiaries, affiliates,
heirs, personal representatives, successors or assigns.
2. Covenant Not to Xxx.
(a) BCC Covenant Not to Xxx. So long as the HCN
Release is in effect, the BCC Group agrees to refrain and forbear from
commencing, instituting, joining, participating in or prosecuting any lawsuit,
action or other proceeding against the HCN Group (and any member thereof)
arising out of, or in connection with the BCC Documents.
(b) HCN Covenant Not to Xxx. So long as the BCC
Release is in effect, the HCN Group agrees to refrain and forbear from
commencing, instituting, joining, participating in or prosecuting any lawsuit,
action or other proceeding against the BCC Released Parties (and any member
thereof) arising out of, or in connection with the BCC Documents.
3. Notices. All notices hereunder shall be in writing,
and delivered personally, or by nationally recognized overnight courier service,
or by United States mail, postage prepaid, to the addresses set forth below or
to such other address as may hereafter be provided in writing to the other
party:
HCN:
c/o Health Care REIT, Inc.
Xxx XxxXxxx, Xxxxx 0000
X.X. Xxx 0000
Xxxxxx, Xxxx 00000
Attention: Xxxx X. Xxxxx, Vice President
and Corporate Secretary
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BCC Group:
c/o Balanced Care Corporation
0000 Xxxxx Xxxxx
Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxx, Interim CEO
with a copy to:
Balanced Care Corporation
0000 Xxxxx Xxxxx
Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Esq.
Senior Vice President and Legal
Counsel
All notices shall be deemed to be given upon the
earlier of actual receipt or three days after deposit in the United States mail
or one day after deposit with a nationally recognized overnight courier.
4. Counterparts. This Agreement may be executed in
multiple counterparts each of which shall be deemed an original hereof.
5. Severability. Each provision of this Agreement shall
be valid and enforceable to the full extent of the law. If any provision of this
Agreement or the application of any provision is, to any extent, held or deemed
to be invalid or unenforceable, the remainder of this Agreement and the same
shall remain in full force and effect.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the Effective Date.
HCRI: HEALTH CARE REIT, INC.
By:/s/Xxxx X. Xxxxx
Title: Vice President and
Corporate Secretary
LANDLORDS: PENNSYLVANIA BCC PROPERTIES, INC.
By:/s/Xxxx X. Xxxxx
Title: Vice President and
Corporate Secretary
HCN BCC HOLDINGS, INC.
By:/s/Xxxx X. Xxxxx
Title: Vice President and
Corporate Secretary
HCRI INDIANA PROPERTIES, LLC
By:/s/Xxxx X. Xxxxx
Title:Vice President and
Corporate Secretary
TENANTS: FINANCIAL CARE INVESTORS OF LEBANON, LLC
By:/s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President and
Secretary
FINANCIAL CARE INVESTORS OF LOYALSOCK,
LLC
By:/s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President and
Secretary
FINANCIAL CARE INVESTORS OF MORRISTOWN,
LLC
By:/s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President and
Secretary
FINANCIAL CARE INVESTORS OF OAK RIDGE,
LLC
By:/s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President and
Secretary
FINANCIAL CARE INVESTORS OF SAGAMORE
HILLS, LLC
By:/s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President and
Secretary
FINANCIAL CARE INVESTORS OF WESTERVILLE,
LLC
By:/s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President and
Secretary
BALANCED CARE AT SAXONBURG, INC.
By:/s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President and
Secretary
BALANCED CARE AT BLOOMSBURG II, INC.
By:/s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President and
Secretary
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BALANCED CARE AT MERRILLVILLE, INC.
By:/s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President and
Secretary
MANAGERS: BALANCED CARE AT LEBANON, INC.
By:/s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President and
Secretary
BALANCED CARE AT LOYALSOCK, INC.
By:/s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President and
Secretary
BALANCED CARE AT MORRISTOWN, INC.
By:/s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President and
Secretary
BALANCED CARE AT OAK RIDGE, INC.
By:/s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President and
Secretary
BALANCED CARE AT SAGAMORE HILLS, INC.
By:/s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President and
Secretary
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BALANCED CARE AT WESTERVILLE, INC.
By:/s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President and
Secretary
BCC DEVELOPMENT AND MANAGEMENT CO.
By:/s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President and
Secretary
COMPANY: BALANCED CARE CORPORATION
By:/s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Senior Vice President,
Legal Counsel,
and Assistant Secretary
IPC: IPC ADVISORS S.A.R.L.
By:/s/X.X. Xxxxxxxx
Title: Manager
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EXHIBIT A
Leases
Tenants Facility Types (Units, Facilities
Landlords Agreements (Date) Beds) Locations
Financial Care Investors of Lebanon, Lease Agreement Personal care facility Outlook Pointe at Lebanon
LLC (9/22/98); (56 units, 60 beds) 000 Xxxxxx Xxxxx
First Amendment Xxxxxxx, Xxxxxxxxxxxx 00000
Pennsylvania BCC Properties, Inc. (9/30/99) County: Lebanon
("Lebanon Facility")
Financial Care Investors of Loyalsock, Lease Agreement Personal care facility Outlook Pointe at Loyalsock
LLC (9/22/98); (56 units, 60 beds) 0000 Xxxx Xxxx Xxxxx
Xxxxx Xxxxxxxxx Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Pennsylvania BCC Properties, Inc. (9/30/99) County: Lycoming
("Loyalsock Facility")
Financial Care Investors of Lease Agreement Assisted care living Outlook Pointe at Morristown
Morristown, LLC (9/22/98); facility 0000 Xxxxxxx Xxxxx
First Amendment (60 units, 66 beds) Xxxxxxxxxx, Xxxxxxxxx 00000
HCN BCC Holdings, Inc. (9/30/99) County: Xxxxxxx
("Morristown Facility")
Financial Care Investors of Oak Ridge, Lease Agreement Assisted care living Outlook Pointe at Oak Ridge
LLC (9/22/98); facility 000 Xxxxx Xxxxxx Xxxx
First Amendment (58 units, 62 beds) Xxx Xxxxx, Xxxxxxxxx 00000
HCN BCC Holdings, Inc. (9/30/99) County: Xxxxxxxx
("Oak Ridge Facility")
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Leases
Tenants Facility Types (Units, Facilities
Landlords Agreements (Date) Beds) Locations
Financial Care Investors of Sagamore Lease Agreement Residential care Outlook Pointe at Sagamore Hills
Hills, LLC (9/22/98); facility 000 Xxxx Xxxxxx Xxxx
First Amendment (103 units, 214 beds) Xxxxxxxx Xxxxx, Xxxx 00000
HCN BCC Holdings, Inc. (9/30/99) County: Summit
("Sagamore Hills Facility")
Financial Care Investors of Lease Agreement Residential care Outlook Pointe at Westerville
Westerville, LLC (9/22/98); facility 000 Xxxxxx Xxxx
First Amendment (106 units, 106 beds) Xxxxxxxxxxx, Xxxx 00000
HCN BCC Holdings, Inc. (9/30/99) County: Franklin
("Westerville Facility")
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Leases
Tenants Facility Types (Units, Facilities
Landlords Agreements (Date) Beds) Locations
Balanced Care at Bloomsburg II, Inc. Lease Agreement Skilled nursing Balanced Care, Bloomsburg
(3/15/99); facility 0000 Xxxxx Xxxx
Xxxxxxxxxxxx BCC Properties, Inc. First Amendment (36 units, 66 beds) Xxxxxxxxxx, Xxxxxxxxxxxx 00000
(9/30/99) County: Columbia
("Bloomsburg Facility")
Balanced Care at Saxonburg, Inc. Lease Agreement Assisted living Outlook Pointe at Saxonburg
(3/15/99); (personal care 000 Xxxxx Xxxxx
Xxxxxxxxxxxx BCC Properties, Inc. First Amendment boarding home) Xxxxxxxxx, Xxxxxxxxxxxx 00000
(9/30/99) (77 units, 103 beds) County: Xxxxxx
("Saxonburg Facility")
Balanced Care at Merrillville, Inc. Master Lease Residential care Outlook Pointe at Merrillville
Agreement facility 000 Xxxx 00xx Xxxxxx
Health Care REIT, Inc. (10/1/00); (63 units, 86 beds) Xxxxxxxxxxxx, Xxxxxxx 00000
Amendment to Master County: Lake
Lease Agreement ("Merrillville Facility")
(10/1/00)
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Loans
Borrowers Agreements Notes
Lenders (Date) (Date) Amount
Financial Care Investors of Lebanon, LLC Loan Agreement Amended and Restated $686,800.00
(9/22/98); Note (10/31/00)
Pennsylvania BCC Properties, Inc. First Amendment
(9/30/99);
Second Amended and
Restated Loan Agreement
(10/31/00)
Financial Care Investors of Loyalsock, LLC Loan Agreement; Amended and Restated $674,050.00
First Amendment Note (10/31/00)
Pennsylvania BCC Properties, Inc. (9/30/99);
Second Amended and
Restated Loan Agreement
(10/31/00)
Financial Care Investors of Morristown, LLC Loan Agreement; Amended and Restated $692,000.00
First Amendment Note (10/31/00)
HCN BCC Holdings, Inc. (9/30/99);
Second Amended and
Restated Loan Agreement
(10/31/00)
-8-
Loans
Borrowers Agreements Notes
Lenders (Date) (Date) Amount
Financial Care Investors of Oak Ridge, LLC Loan Agreement; Amended and Restated $697,948.00
First Amendment Note (10/31/00)
HCN BCC Holdings, Inc. (9/30/99);
Second Amended and
Restated Loan Agreement
(10/31/00)
Financial Care Investors of Sagamore Hills, LLC Loan Agreement; Amended and Restated $1,243,550.00
First Amendment Note (10/31/00)
HCN BCC Holdings, Inc. (9/30/99);
Second Amended and
Restated Loan Agreement
(10/31/00)
Financial Care Investors of Westerville, LLC Loan Agreement; Amended and Restated $1,313,675.00
First Amendment Note (10/31/00)
HCN BCC Holdings, Inc. (9/30/99);
Second Amended and
Restated Loan Agreement
(10/31/00)
Balanced Care at Merrillville, Inc. Loan Agreement Note $1,000,000.00
(10/1/00) (10/1/00)
Health Care REIT, Inc.
Balanced Care Corporation N/A Note $900,000.00
(10/31/00)
Health Care REIT, Inc.
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Guaranties
Guarantor Agreements
(Date) Guaranteed Obligations
Balanced Care Corporation Unconditional and Payment and performance of Bloomsburg's obligations
Continuing Lease Guaranty under the Bloomsburg Lease
(3/15/99)
Balanced Care Corporation Unconditional and Payment and performance of Saxonburg's obligations
Continuing Lease Guaranty under the Saxonburg Lease
(3/15/99)
Balanced Care Corporation Unconditional and Payment and performance of Merrillville's
Continuing Guaranty obligations under the Merrillville Lease and the
(10/1/00) Merrillville Loan
Balanced Care Corporation Unconditional and Payment and performance of FCI-Lebanon's obligations
Continuing Lease Guaranty under the Lebanon Lease
(10/31/00)
Balanced Care Corporation Unconditional and Payment and performance of FCI-Loyalsock's
Continuing Lease Guaranty obligations under the Loyalsock Lease
(10/31/00)
Balanced Care Corporation Unconditional and Payment and performance of FCI-Morristown's
Continuing Lease Guaranty obligations under the Morristown Lease
(10/31/00)
Balanced Care Corporation Unconditional and Payment and performance of FCI-Oak Ridge's
Continuing Lease Guaranty obligations under the Oak Ridge Lease
10/31/00)
Balanced Care Corporation Unconditional and Payment and performance of FCI-Sagamore Hills'
Continuing Lease Guaranty obligations under the Sagamore Hills Lease
(10/31/00)
Balanced Care Corporation Unconditional and Payment and performance of FCI-Westerville's
Continuing Lease Guaranty obligations under the Westerville Lease
(10/31/00)
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Balanced Care Corporation Unconditional and Payment and performance of FCI-Lebanon's obligations
Continuing Guaranty under the FCI Loan extended to FCI-Lebanon
(10/31/00)
Balanced Care Corporation Unconditional and Payment and performance of FCI-Loyalsock's
Continuing Guaranty obligations under the FCI Loan extended to
(10/31/00) FCI-Loyalsock
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Guaranties
Guarantor Agreements
(Date) Guaranteed Obligations
Balanced Care Corporation Unconditional and Payment and performance of FCI-Morristown's
Continuing Guaranty obligations under the FCI Loan extended to
(10/31/00) FCI-Morristown
Balanced Care Corporation Unconditional and Payment and performance of FCI-Oak Ridge's
Continuing Guaranty obligations under the FCI Loan extended to FCI-Oak
(10/31/00) Ridge
Balanced Care Corporation Unconditional and Payment and performance of FCI-Sagamore Hills'
Continuing Guaranty obligations under the FCI Loan extended to
(10/31/00) FCI-Sagamore Hills
Balanced Care Corporation Unconditional and Payment and performance of FCI-Westerville's
Continuing Guaranty obligations under the FCI Loan extended to
(10/31/00) FCI-Westerville
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Management Agreements
Managers Agreements Facility Types Facilities
(Date) (Units, Beds) Locations
Balanced Care at Lebanon, Inc. Management Agreement Personal care facility Outlook Pointe at Lebanon
(9/30/98) (56 units, 60 beds) 000 Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
County: Lebanon
("Lebanon Facility")
Balanced Care at Loyalsock, Inc. Management Agreement Personal care facility Outlook Pointe at Loyalsock
(9/30/98) (56 units, 60 beds) 0000 Xxxx Xxxx Xxxxx
Xxxxxxxxxxxxx,
Xxxxxxxxxxxx 00000
County: Lycoming
("Loyalsock Facility")
Balanced Care at Morristown, Inc. Management Agreement Assisted care living Outlook Pointe at Morristown
(9/30/98) facility 0000 Xxxxxxx Xxxxx
(60 units, 66 beds) Xxxxxxxxxx, Xxxxxxxxx 00000
County: Xxxxxxx
("Morristown Facility")
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Balanced Care at Oak Ridge, Inc. Management Agreement Assisted care living Outlook Pointe at Oak Ridge
(9/30/98) facility 000 Xxxxx Xxxxxx Xxxx
(58 units, 62 beds) Xxx Xxxxx, Xxxxxxxxx 00000
County: Xxxxxxxx
("Oak Ridge Facility")
Balanced Care at Sagamore Hills, Inc. Management Agreement Residential care Outlook Pointe at Sagamore
(9/30/98) facility Hills
(103 units, 214 beds) 000 Xxxx Xxxxxx Xxxx
Xxxxxxxx Xxxxx, Xxxx 00000
County: Summit
("Sagamore Hills Facility")
Balanced Care at Westerville, Inc. Management Agreement Residential care Outlook Pointe at
(9/30/98) facility Westerville
(106 units, 106 beds) 000 Xxxxxx Xxxx
Xxxxxxxxxxx, Xxxx 00000
County: Franklin
("Westerville Facility")
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Management Agreements
Managers Agreements Facility Types Facilities
(Date) (Units, Beds) Locations
BCC Development and Management Co. Agreement to Provide Skilled nursing Balanced Care, Bloomsburg
Management Services facility 0000 Xxxxx Xxxx
Between Balanced Care at (36 units, 66 beds) Bloomsburg, Pennsylvania
Bloomsburg II, Inc. and 17815
BCC Development and County: Columbia
Management Co. ("Bloomsburg Facility")
(1/2/98)
BCC Development and Management Co. Agreement to Provide Assisted living Outlook Pointe at Saxonburg
Management Services (personal care 000 Xxxxx Xxxxx
Between Balanced Care at boarding home) Saxonburg, Pennsylvania
Saxonburg, Inc. and BCC (77 units, 103 beds) 16056
Development and Management County: Xxxxxx
Co. ("Saxonburg Facility")
(10/31/97)
BCC Development and Management Co. Agreement to Provide Residential care Outlook Pointe at
Management Services facility Merrillville
Between Balanced Care at (63 units, 86 beds) 000 Xxxx 00xx Xxxxxx
Merrillville, Inc. and BCC Xxxxxxxxxxxx, Xxxxxxx 00000
Development and Management County: Lake
Co. ("Merrillville Facility")
(10/24/00)
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