1
Exhibit 10.5
FIRST AMENDMENT TO OPTION AGREEMENT
THIS FIRST AMENDMENT is executed as of February 9, 2000, is made by and
among IPC ADVISORS S.A.R.L., a Luxembourg corporation (hereinafter referred to
as "IPC"), having for the purposes of this Amendment, an address at 00-00 Xxx
Xxxxxx Xxxxx, Xxxxxxxxxx X-0000, BALANCED CARE CORPORATION, a Delaware
corporation (hereinafter referred to as "BCC"), having an address at 0000 Xxxxx
Xxxxx, Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000 (IPC and BCC are hereinafter
collectively referred to as the "Buyer") and NEW MEDITRUST COMPANY LLC, a
Delaware limited liability company (hereinafter referred to as the "Seller"),
having an address at 000 Xxxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxxxxxxxx 00000.
Reference is made to that certain Option Agreement, dated as of
December 30, 1999 (the "Option Agreement), by and among the Seller and the
Buyer.
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Buyer and the Seller hereby agree as follows:
1. The definition of Exercise Period as set forth in Section 1 of the
Option Agreement is hereby deleted in its entirety and restated as follows:
Exercise Period: The period from and
including January 2, 2000 through and
including September 30, 2000.
2. This Amendment shall be deemed to amend the Option Agreement solely
as expressly set forth herein and, as amended hereby, the Option Agreement is
hereby ratified, approved and confirmed in every aspect and is valid, binding
and in full force and effect.
3. This Amendment shall be binding upon the Buyer and the Seller and
all of their respective successors and assigns.
4. This Amendment shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.
2
IN WITNESS WHEREOF, the Buyer and the Seller have caused this Amendment
to be signed in their respective corporate names as an instrument under seal by
their respective duly authorized officers on the date and in the year first
above written.
BUYER:
WITNESS: IPC ADVISORS S.A.R.L., a Luxembourg
corporation
/s/Xxxxxx Xxxxx By:/s/X.X. Xxxxxxxx
Name: Xxxxxx Xxxxx Name: X.X. Xxxxxxxx
Title: Manager
WITNESS: BALANCED CARE CORPORATION, a
Delaware corporation
/s/Xxxxxxxx X. Xxxxxx By:/s/Xxxxx X. Xxxxxx
Name:Xxxxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx
Title:Senior Vice President
and Legal Counsel &
Assistant Secretary
WITNESS: SELLER:
NEW MEDITRUST COMPANY LLC, a
Delaware limited liability company
/s/Xxxxxxxxx Xxxxxxxxxx By:/s/Xxxxxxx X. Xxxxxxxx
Name:Xxxxxxxxx Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxx,
Esquire
Title:Senior Vice President
