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Exhibit 10.6
Loan No. 99-407
SUBORDINATION AGREEMENT
THIS SUBORDINATION AGREEMENT (this "Agreement") is made as of
April 18, 2000, by and among the entities listed on Exhibit A hereto, each a
Delaware corporation (collectively, "Borrowers"), BALANCED CARE CORPORATION, a
Delaware corporation ("BCC"), the entities listed on Exhibit D hereto, each a
Delaware corporation, which are direct or indirect subsidiaries of BCC and
shareholders of one or more of the Borrower's (collectively "BCC Subs", and
collectively with BCC, "Pledgor"), FRR Investments Limited, a Cayman Island
corporation ("FRR"), IPC Advisors, S.a.r.l., a Luxembourg corporation ("IPC"),
(FRR and IPC together with any successors or assigns in such capacity, are
collectively referred to herein as the "Junior Lender"), and XXXXXX HEALTHCARE
FINANCE, INC., a Delaware corporation, (together with any successors or assigns
in such capacity, "Senior Creditor").
W I T N E S S E T H:
WHEREAS, Borrowers have executed and delivered a Promissory
Note A in the principal amount of Twenty Five Million Six Hundred Thousand and
No/100 Dollars ($25,600,000.00) in favor of Senior Creditor (the "Senior Note
A") and a Subordinated Promissory Note B in the principal amount of Six Million
Four Hundred Thousand and No/100 Dollars ($6,400,000.00) in favor of Senior
Creditor (the "Senior Note B"; Senior Note A and Senior Note B being referred to
herein collectively as the "Senior Notes") (all amounts owed by Borrowers to the
Senior Creditor under the Senior Notes, or otherwise under the Senior Security
Documents (as defined below) being hereinafter referred to as the "Senior
Debt");
WHEREAS, the Senior Debt is secured by, among other things,
those certain mortgages and deeds of trust, each dated December 30, 1999 listed
on Exhibit B hereto (collectively, the "Senior Mortgages"), covering certain
real property as more particularly described on Exhibit C attached hereto and
incorporated herein by reference (collectively, the "Properties");
WHEREAS, (i) FRR agreed to loan an amount not to exceed Seven
Million and No/100 Dollars ($7,000,000.00) to BCC, which loan is evidenced by a
Series One 1999 BCC Discount Note dated December 29, 1999 (the "Junior Note"),
executed by BCC in favor of FRR and (ii) BCC has executed and delivered in favor
of IPC that certain Indemnification, Defense, Hold Harmless and Reimbursement
Agreement dated as of December 29, 1999 (the "Indemnification Agreement") (the
indebtedness and other
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obligations of BCC to each Junior Lender under the Junior Note and
Indemnification Agreement being hereinafter referred to as the "Junior Debt");
WHEREAS, the Junior Debt is secured by a Pledge Agreement
pursuant to which Pledgor is pledging the capital stock of Borrowers (the
"Stock") to Junior Lender as security for the Junior Debt (the "Pledge
Agreement", and together with the Junior Note and Indemnification Agreement, the
"Junior Loan Documents");
WHEREAS, Junior Lender has agreed to fully subordinate the
Junior Debt and the Junior Loan Documents to the Senior Debt and Senior Security
Documents;
WHEREAS, that certain Loan Agreement dated December 30, 1999
among Lender and Borrowers (the "Loan Agreement"), the Senior Mortgages, the
Senior Notes and all other documents evidencing, securing or otherwise executed
in connection with the Senior Notes or the Senior Debt (other than this
Agreement) are referred to herein as the "Senior Security Documents"; and
WHEREAS, all capitalized terms used herein and not defined
herein shall have the meanings assigned to them in the Loan Agreement.
NOW, THEREFORE, in consideration of the premises, and for
other good and valuable consideration, the parties agree as follows:
1. The Junior Loan Documents and the Junior Debt and the
liens, security interests and assignments created thereunder (including without
limitation the Pledge Agreement and any liens created thereby) are and shall
continue to be expressly subject and subordinate to (a) the liens, security
interests and assignments created by the Senior Security Documents (regardless
of the relative times and method of attachment or perfection thereof or the
order of filing of financing statements, mortgages, deeds of trust, assignments
or other security agreements or documents, or anything in the Junior Loan
Documents or this Agreement to the contrary); (b) all the terms, covenants and
conditions contained in the Senior Security Documents and any extensions,
replacements, consolidation, modifications and supplements thereto, including
without limitation any and all advances (whether or not obligatory), in whatever
amounts and whenever made, with interest thereon, and to any expenses, charges
and fees incurred thereby, including any and all advances, interest, expenses,
charges and fees which may increase the indebtedness secured by the Senior
Security Documents above the original principal amount thereof and any
post-petition
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interest which accrues, or would have accrued but for such filing, after the
commencement of any case under the Federal Bankruptcy Code, to the full extent
of all of the foregoing; and (c) any amounts advanced or incurred, in the sole
judgment of Senior Creditor whether or not in accordance with the Senior
Security Documents, for the benefit of the Properties or for costs and expenses
associated with the Senior Debt or otherwise. In foreclosing on the Senior
Creditor's security interests and liens, Senior Creditor may proceed to
foreclose on its security interests and liens in any manner which Senior
Creditor, in its sole discretion, chooses, even though a higher price might have
been realized if Senior Creditor had proceeded to foreclose on its security
interests and liens in another manner. Notwithstanding the foregoing to the
contrary, nothing in this Agreement shall be construed to prevent Junior Lender
from receiving payment of the Junior Debt at any time from BCC.
2. (a)Until the Senior Debt has been satisfied in full, Junior
Lender shall not be entitled to receive or retain any payment made by any of the
Borrowers or any of the BCC Subs with respect to the Junior Debt or under the
Junior Loan Documents. The BCC Subs and Borrowers agree that they shall not,
directly or indirectly, make any payments (whether of principal, interest or
otherwise) on account of the Junior Debt or redeem, purchase or otherwise
acquire, directly or indirectly, any Junior Debt, and Junior Lender agrees that
it will not accept any such payment (or, except with respect to payments from
BCC, payment from any other source including, without limitation, proceeds of
insurance or any condemnation award) or participate in any such redemption,
purchase or other acquisition.
(b) Until the Senior Debt has been satisfied in full, Junior
Lender agrees that it shall not exercise any remedies whatsoever with respect to
the capital shares of any of the Borrowers or of any of the Pledgors, whether
under the Junior Loan Documents or otherwise.
(c) Until the Senior Debt has been fully satisfied, Junior
Lender shall not take, require or accept from any Borrower or any BCC Sub any
security or collateral for the Junior Debt or any guaranty of the Junior Debt
(except for pledges of shares by the BCC Subs and other security granted by the
BCC Subs under the Pledge Agreement).
3. At all times during which the Senior Debt is outstanding,
Junior Lender agrees that it shall not (i) vote for any plan of reorganization
of Borrowers or Pledgor without the written consent of the Senior Creditor; (ii)
commence or join
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with any other creditor or creditors of Borrowers or Pledgor in commencing any
bankruptcy, reorganization or insolvency proceeding against Borrowers or
Pledgor; (iii) object to any motion filed in any bankruptcy proceeding that
rents from the Properties, or any of them, shall constitute cash collateral of
the Senior Creditor; (iv) oppose any motion filed by the Senior Creditor to lift
the automatic stay in a bankruptcy proceeding; or (v) take any action to appoint
a receiver for Pledgor, Borrowers or any of the Properties.
4. Nothing contained in this Agreement is intended to or shall
impair the obligations of Borrowers, which are absolute and unconditional, to
pay to Senior Creditor the principal of, the prepayment premium, if any, and the
interest on the Senior Debt as and when the same shall become due and payable in
accordance with its terms, or to affect the relative rights of Senior Creditor
and creditors of Borrowers or Pledgor, other than Junior Lender.
5. Should any payment on account of or any Stock as collateral
for any part of the Junior Debt be paid to Junior Lender in violation of the
terms of this Agreement, such payment or collateral shall be delivered forthwith
to Senior Creditor by the recipient for application to the Senior Debt, in the
form received. Senior Creditor is irrevocably authorized to supply any required
endorsement or assignment which may have been omitted. Until so delivered, any
such payment or collateral shall be held by Junior Lender in trust for Senior
Creditor and shall not be commingled with other funds or property of Junior
Lender.
6. Each of FRR and IPC represents that it has not transferred
or assigned its rights under the Junior Note, in the case of FRR, and the
Indemnification Agreement, in the case of IPC, and no part thereof has been
subordinated in favor of anyone except Senior Creditor. Junior Lender may not
sell, assign or transfer its collateral interest in the Stock without Senior
Creditor's consent.
7. The rights in favor of Senior Creditor created hereunder
are solely for its benefit and protection and for the benefit and protection of
its participants, successors and assigns. Nothing herein contained shall impose
on Senior Creditor any duties with respect to any property of Borrowers, Pledgor
or the Junior Lender.
8. Senior Creditor is hereby authorized to demand specific
performance of this Agreement, whether or not Borrowers or Pledgor shall have
complied with the provisions hereof
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applicable to it, at any time when Junior Lender shall have failed to comply
with any provision hereof applicable to it. Junior Lender hereby irrevocably
waives any defense based on the adequacy of a remedy at law which might be
asserted as a bar to the remedy of specific performance hereof in any action
brought therefor by Senior Creditor. Junior Lender consents that, without the
necessity of any reservation of rights against Junior Lender, and without notice
to or further assent by Junior Lender:
(a) any demand for payment of any Senior Debt may be rescinded
in whole or in part, and any Senior Debt may continue;
(b) the Senior Debt, or the liability of Borrowers or any
other party upon or for any part thereof, or any collateral security therefor or
guaranty thereof or right of offset with respect thereto, may, from time to
time, in whole or in part, be renewed, extended, modified, compromised, waived,
surrendered or released;
(c) the Senior Notes and any other agreement or instrument
evidencing the Senior Debt or governing the terms of the Senior Debt, and any
collateral security documents or guaranties or documents signed in connection
therewith, may be amended, modified, supplemented or terminated, in whole or in
part, as Senior Creditor may deem advisable from time to time; and
(d) any collateral security at any time held by the Senior
Creditor for the payment of any of the Senior Debt may be sold, waived,
surrendered or released, and Senior Creditor may take any other action it deems
desirable with respect to the collateral for the Senior Debt.
9. Junior Lender shall execute and deliver to the Senior
Creditor such further instruments and shall take such further action as the
Senior Creditor may reasonably request from time to time in order to carry out
the provisions and intent of this Agreement or to enable Senior Creditor to
exercise and enforce its rights and remedies hereunder.
10. Junior Lender and Senior Creditor agree to provide to each
other estoppel certificates current to the date of such request within thirty
(30) business days of the request of the other party, but not more frequently
than three times per year, which estoppel certificate shall provide that the
Junior Loan or Senior Debt (as the case may be) is in full force and effect,
that, to the affirming party's knowledge, no defaults have
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occurred and are continuing thereunder, and as to any other matters reasonably
requested by the requesting party.
11. Junior Lender agrees that in the event of a casualty to
one or more of the Properties or a condemnation or taking under a power of
eminent domain of all or any portion of one or more of the Properties, or a
threat of such a condemnation or taking, all adjustments of insurance claims,
condemnation claims and settlements in anticipation of such a condemnation or
taking shall be prosecuted, at Senior Creditor's election, by Senior Creditor or
at Senior Creditor's direction pursuant to the terms and provisions of the
Senior Security Documents, and all payments and settlements of insurance claims
or condemnation awards or payments in anticipation of condemnation or a taking
shall be paid to Senior Creditor or at Senior Creditor's direction for use and
application pursuant to the terms and provisions of the Senior Security
Documents. Junior Lender irrevocably assigns to Senior Creditor all of its
interest, if any, in any such claims, settlements or awards and irrevocably
grants to Senior Creditor authorization to execute any and all documents on
Junior Lender's behalf necessary in connection with the prosecution or
settlement of such claims, awards and payments.
12. The execution of this Agreement shall not create or be
construed as creating a partnership, joint venture or other joint enterprise
between the Senior Creditor and the Junior Lender, and shall not be construed as
creating any special relationship between Senior Creditor and Junior Lender.
Except as provided in Sections 5 and 15, nothing in this Agreement shall be
construed to constitute the Senior Creditor or the Junior Lender as trustee or
other fiduciary for the other or to impose on either of them any duty,
responsibility or obligation other than those expressly provided for herein,
including, without limitation, any duty of good faith and fair dealing. Each of
the Senior Creditor and the Junior Lender has, independently and without
reliance on the other and based on such documents and information as it has
deemed appropriate, made its own credit analysis of the Borrowers and/or
Pledgor, as applicable, and agrees that it will, independently and without
reliance upon the other, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own independent analysis and
decisions in taking or not taking action under this Agreement, the Senior
Security Documents or the Junior Loan Documents, respectively.
13. In the event there exists a conflict between the terms and
provisions of the Senior Security Documents, the Junior
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Loan Documents and this Agreement, the terms and provisions of this Agreement
will prevail. Senior Lender hereby consents to, and waives any default under the
Senior Security Documents in connection with, the execution and delivery of the
Junior Loan Documents, and the performance thereunder of the parties thereto,
subject to the terms and conditions of this Agreement.
14. If Junior Lender shall acquire by subrogation or
otherwise, any lien, estate, right, or other interest in the Properties which is
or may be prior in right to the Senior Creditor, including, but not limited to,
advances made by the Junior Lender for real estate taxes and assessments, such
lien, estate, right or other interest shall be subordinate to the Senior
Security Documents and Junior Lender shall not exercise any such subrogation or
other rights until all amounts due under the Senior Security Documents are paid
in full and all obligations thereunder are fully satisfied.
15. Upon any distribution of the assets of one or more of the
Borrowers in connection with any dissolution, winding up, liquidation or
reorganization of one or more of the Borrowers (whether in bankruptcy
proceedings or upon an assignment for the benefit of creditors or any other
marshaling of the assets and liabilities of a Borrower or otherwise), or the
distribution of insurance proceeds or condemnation awards received with respect
to one or more of the Properties in the event of a casualty or condemnation,
Senior Creditor shall first be entitled to receive payment in full of all Senior
Creditor claims which claims shall include, without limitation, the right to
payment in full of the Senior Debt (the "Senior Claims") before Junior Lender
shall be entitled to receive any payment from such proceeds in respect of the
claims of the Junior Lender (the "Junior Claims"). Upon any such dissolution,
winding up, liquidation or reorganization, any payment or distribution of assets
of Borrower of any kind or character, whether in cash, property or securities,
to which Senior Creditor is entitled shall be made directly to Senior Creditor
by the liquidating trustee or agent or other persons making such payment or
distribution (whether a trustee in bankruptcy, a receiver or liquidating trustee
or otherwise) (a "Paying Party"). If the aggregate amount of such payments or
distributions on the Senior Claims is insufficient to pay the Senior Claims in
full, then Junior Lender hereby irrevocably authorizes the Paying Party to remit
promptly to Senior Creditor, and Junior Lender hereby assigns to Senior
Creditor, the lesser of the proceeds Junior Lender is entitled to receive by
reason of any payment or distribution on the Junior Claims, or the difference
between the aggregate amount of the Senior Claims and the proceeds Senior
Creditor receives by reason of any payment on
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distribution on the Senior Claims. In furtherance of the foregoing, but not by
way of limitation thereof, if one or more of the Borrowers are subject to any
proceeding, with the result that such Borrower or Borrowers are excused from the
obligation to pay all or part of the interest otherwise payable in respect of
the Senior Claims during the period subsequent to the commencement of any such
Proceedings, Junior Lender agrees that such interest (calculated at the rate of
interest set forth in the Senior Security Documents) shall be payable out of
payments or distributions made by the Paying Party in respect of the Junior
Claims.
If any payment or distribution of assets of a Borrower of any
kind or character (including any distribution of insurance proceeds or
condemnation awards received with respect to the Property owned by such Borrower
in the event of a casualty or condemnation), whether in cash, property or
securities, and whether or not pursuant to any dissolution, winding up,
liquidation or reorganization, not permitted by or in accordance with the
provisions of this Agreement shall be received by Junior Lender in connection
with the Junior Claims, such payment or distribution to Junior Lender shall be
held in trust for the benefit of, and shall be paid over or delivered to, Senior
Creditor, or to its representative, in precisely the form received (except for
the endorsement or assignment of Junior Lender where necessary). In the event of
any failure by Junior Lender to make any such endorsement or assignment, Senior
Creditor is hereby irrevocably authorized to make same.
16. This Agreement shall be binding upon the parties hereto
until all of the Senior Debt shall have been paid and fully satisfied.
17. Junior Lender agrees that: (a) Senior Creditor shall be
entitled to manage and supervise the Senior Debt and its relationship to
Borrowers and BCC as it deems appropriate under the circumstances; (b) Senior
Creditor shall not have any responsibility to Junior Lender to advise it of
information known to Senior Creditor regarding the financial condition of the
Borrowers or Pledgor or of any circumstances bearing upon the risk of
non-payment of the Senior Debt or any other indebtedness of Borrowers or
Pledgor; and (c) Senior Creditor shall have the right at all times to determine
the order in which any or all of the collateral for the Senior Debt shall be
subjected to the remedies provided by the Senior Security Documents. In any
event, Senior Creditor shall not have any liability to Junior Lender for, and
Junior Lender hereby waives any claim which it may now or hereafter have against
Senior Creditor arising out of any
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amendment to, waiver or departure from, any term of the Senior Security
Documents and any and all actions to which Senior Creditor, takes or omits to
take with respect to Borrowers, Pledgor, the Senior Security Documents or any
collateral (including, without limitation, (i) actions with respect to the
taking, perfection or release of liens or security interests in any other
collateral, (ii) actions with respect to the foreclosure upon sale of, release
of or failure to realize upon, any collateral or to the collection of the Senior
Debt or the valuation, use or protection of any collateral, and (iii) actions
under any guaranty of the Senior Debt.)
18. All notices or other written communications hereunder
shall be deemed to have been properly given (i) upon delivery, if delivered in
person or by facsimile transmission with receipt acknowledged by the recipient
thereof, (ii) one (1) Business Day (defined below) after having been deposited
for overnight delivery with any reputable overnight courier service, or (iii)
three (3) Business Days after having been deposited in any post office or mail
depository regularly maintained by the U.S. Postal Service and sent by
registered or certified mail, postage prepaid, return receipt requested,
addressed as follows:
If to Senior Creditor: Xxxxxx Healthcare Finance, Inc.
Loan No. 99-407
0 Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxx Xxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxx
Facsimile No. (000) 000-0000
with a copy to: Xxxxxx Financial, Inc.
Real Estate Financial Services
Loan No. 99-407
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 6066
Attn: Manager, Loan
Administration
Facsimile No. (000) 000-0000
with a copy to: Xxxxxx Financial, Inc.
Real Estate Financial Services
Loan No. 99-407
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 6066
Attn: Group General Counsel
Facsimile No. (000) 000-0000
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If to Junior Lender: IPC Advisors, S.a.r.l.
00-00 Xxx Xxxxxx Xxxxx
Xxxxxxxxxx X-0000
Attn: X. X. Xxxxxxxx
Facsimile No.:
FRR Limited Investments
Xxxxxx House
Xxxx Street
Xxxxxx Town, Grand Cayman
Attn: X. X. Xxxxxxxx
Facsimile No.:
with copies to: Xxxxxxx, Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx X0X 0X0
Attn: Xxxxxxx Xxxxxx, Esq.
Facsimile No.: (000) 000-0000
Xxxxxxxx and Associates
Xxxxxxxxxxx 000, 0000 XX
Xxxxxxxxx, Xxxxxxxxxxx
Attn: X. X. Xxxxxxxx
Facsimile No.:
If to Borrowers, BCC or the Balanced Care Corporation
BCC Subs: 0000 Xxxxx Xxxxx
Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attn: Xxxxx Xxxxx, Chief Financial
Officer
Telecopy: (000) 000-0000
with a copy to: Balanced Care Corporation
0000 Xxxxx Xxxxx
Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attn: Xxxxx X. Xxxxxx, Esq.
Telecopy: (000) 000-0000
with a copy to: Xxxxxxxxxxx & Xxxxxxxx LLP
0000 Xxxxxx Xxxxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxxx, Esq.
Telecopy: (000) 000-0000
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or addressed as such party may from time to time designate by written notice to
the other parties.
Either party by notice to the other may designate additional
or different addresses for subsequent notices or communications.
For purposes of this Section, "Business Day" shall mean a day
on which commercial banks are not authorized or required by law to close in
Chicago, Illinois, and a day which is not any of the first, second, seventh or
eighth day of Passover, the first or second day of Shavuoth, the first or second
day of Rosh Hashanah, Yom Kippur, the first or second day of Sukkoth, Shemini
Azerth or Simchas Torah.
19. Time is of the essence with respect to the obligations
contained herein.
20. The Agreement shall be binding upon BCC, BCC Subs,
Borrowers, Senior Creditor, Junior Lender and their respective successors and
assigns, and shall inure to the benefit of Senior Creditor and its successors
and assigns. The term "Borrowers" as used herein shall also refer to the
successors and assigns of Borrowers, including, without limitation, a receiver,
trustee, custodian or debtor in possession.
21. This Agreement may be executed in any number of
counterparts, but all such counterparts shall together constitute but one
agreement. In making proof of this Agreement, it shall not be necessary to
produce or account for more than one counterpart signed by each of the parties
hereto.
22. This Agreement and the rights and obligations of the
parties hereunder shall in all respects be construed, governed, applied and
enforced in accordance with the laws of the State of Illinois (without regard to
conflicts of laws principles) and the applicable laws of the United States of
America. PLEDGOR, BORROWERS AND JUNIOR LENDER HEREBY CONSENT TO THE JURISDICTION
OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF XXXX, STATE OF
ILLINOIS AND IRREVOCABLY AGREE THAT, SUBJECT TO SENIOR CREDITOR'S ELECTION, ALL
ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE
LITIGATED IN SUCH COURTS. PLEDGOR, BORROWERS AND JUNIOR LENDER EXPRESSLY SUBMIT
AND CONSENT TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF
FORUM NON CONVENIENS. PLEDGOR, BORROWERS AND JUNIOR LENDER HEREBY WAIVE PERSONAL
SERVICE OF ANY AND ALL PROCESS AND AGREE THAT ALL SUCH SERVICE OF PROCESS MAY BE
MADE UPON PLEDGOR, BORROWERS AND JUNIOR LENDER BY CERTIFIED OR REGISTERED MAIL,
RETURN RECEIPT REQUESTED, ADDRESSED TO PLEDGOR,
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BORROWERS AND JUNIOR LENDER, AT THE ADDRESSES SET FORTH IN THIS AGREEMENT AND
SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.
23. Pledgor and Borrowers are executing this Agreement for the
sole purpose of evidencing their consent to the terms hereof and the agreements
made between Senior Creditor and Junior Lender evidenced hereby; however,
neither Pledgor nor Borrowers shall be entitled to enforce any of the provisions
of this Agreement, but nonetheless are permitted to rely on (i) the consent by
Senior Creditor to the pledge to Junior Lender of the stock owned by Pledgor in
Borrowers, (ii) the waiver of any default under any Senior Security Document as
a result of entering into the Pledge Agreement and making the Junior Debt and
(iii) the Senior Creditor's assent to permit the repayment of the Junior Debt
(subject to the terms of this Agreement). There are no third party beneficiaries
to this Agreement.
{remainder of page intentionally left blank}
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
JUNIOR LENDER:
IPC Advisors, S.a.r.l.
By:/s/X.X. Xxxxxxxx
Name: X.X. Xxxxxxxx
Title: Manager
FRR Investment Limited
By:/s/X.X. Xxxxxxxx
Name: X.X. Xxxxxxxx
Title: Director
SENIOR CREDITOR:
XXXXXX HEALTHCARE FINANCE, INC.,
a Delaware corporation
By:/s/Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
BCC:
BALANCED CARE CORPORATION,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President and
Counsel; Assistant Secretary
BORROWERS:
BALANCED CARE REALTY AT STATE COLLEGE, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
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BALANCED CARE REALTY AT ALTOONA, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY AT LEWISTOWN, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title:Vice President and Secretary
BALANCED CARE REALTY AT READING, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title:Vice President and Secretary
BALANCED CARE REALTY AT BERWICK, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY AT PECKVILLE, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY AT SCRANTON, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
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BALANCED CARE REALTY AT MARTINSBURG, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY AT MAUMELLE, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY AT SHERWOOD, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY AT MOUNTAIN HOME, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY AT MANSFIELD, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BCC SUBS:
BALANCED CARE REALTY I, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
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BALANCED CARE REALTY II, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY III, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY IV, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY V, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY VI, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY VII, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY VIII, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
-16-
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BALANCED CARE REALTY IX, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY X, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY XI, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY XII, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY XIII, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY XIV, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY XV, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
-17-
18
BALANCED CARE REALTY XVI, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY XVII, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY XVIII, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY XIX, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY XX, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY XXI, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY XXII, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
-18-
19
BALANCED CARE REALTY XXIII, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY XXIV, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY XXV, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY XXVI, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY XXVII, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY XXVIII, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY XXIX, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
-19-
20
BALANCED CARE REALTY XXX, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY XXXI, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY XXXII, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY XXXIII, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY XXXIV, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY XXXV, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY XXXVI, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
-20-
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BALANCED CARE REALTY XXXVII, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY XXXVIII, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
BALANCED CARE REALTY XXXIX, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
-21-
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EXHIBIT A
Borrowers
1. Balanced Care Realty at State College, Inc.
2. Balanced Care Realty at Altoona, Inc.
3. Balanced Care Realty at Lewistown, Inc.
4. Balanced Care Realty at Reading, Inc.
5. Balanced Care Realty at Berwick, Inc.
6. Balanced Care Realty at Peckville, Inc.
7. Balanced Care Realty at Scranton, Inc.
8. Balanced Care Realty at Martinsburg, Inc.
9. Balanced Care Realty at Maumelle, Inc.
10. Balanced Care Realty at Sherwood, Inc.
11. Balanced Care Realty at Mountain Home, Inc.
12. Balanced Care Realty at Mansfield, Inc.
23
EXHIBIT B
Senior Mortgages
1. Open-End Mortgage, Assignment of Rents and Security Agreement executed by
Balanced Care Realty at State College, Inc. in favor of Senior Creditor
2. Open-End Mortgage, Assignment of Rents and Security Agreement executed by
Balanced Care Realty at Altoona, Inc. in favor of Senior Creditor
3. Open-End Mortgage, Assignment of Rents and Security Agreement executed by
Balanced Care Realty at Lewistown, Inc. in favor of Senior Creditor
4. Open-End Mortgage, Assignment of Rents and Security Agreement executed by
Balanced Care Realty at Reading, Inc. in favor of Senior Creditor
5. Open-End Mortgage, Assignment of Rents and Security Agreement executed by
Balanced Care Realty at Berwick, Inc. in favor of Senior Creditor
6. Open-End Mortgage, Assignment of Rents and Security Agreement executed by
Balanced Care Realty at Peckville, Inc. in favor of Senior Creditor
7. Open-End Mortgage, Assignment of Rents and Security Agreement executed by
Balanced Care Realty at Scranton, Inc. in favor of Senior Creditor
8. Credit Line Deed of Trust, Assignment of Rents and Security Agreement
executed by Balanced Care Realty at Martinsburg, Inc. in favor of Senior
Creditor
9. Mortgage, Assignment of Rents and Security Agreement executed by Balanced
Care Realty at Maumelle, Inc. in favor of Senior Creditor
10. Mortgage, Assignment of Rents and Security Agreement executed by Balanced
Care Realty at Sherwood, Inc. in favor of Senior Creditor
11. Mortgage, Assignment of Rents and Security Agreement executed by Balanced
Care Realty at Mountain Home, Inc. in favor of Senior Creditor
24
12. Open-End Mortgage, Assignment of Rents and Security Agreement executed by
Balanced Care Realty at Mansfield, Inc. in favor of Senior Creditor
-2-
25
EXHIBIT C
Properties
Borrower Property
Balanced Care Realty 0000 Xxxxxxxxxxx Xxxx (Xxx 0X,
xx Xxxxx College, Inc. Xxxxxx Xxxxx Xxxxx),
Xxxxx Xxxxxxx, XX 00000
Fergusun Township, Centre County
Balanced Care Realty 000 Xxx Xxx Xxxxx,
at Altoona, Inc. Xxxxxxxxxxxx, XX 00000
Allegheny Township, Xxxxx County
Balanced Care Realty 55 Carriage House Lane,
at Lewistown, Inc. Xxxxxxxxxx, XX 00000
Mifflin County
Balanced Care Realty 0 Xxxxx Xxxxx,
at Reading, Inc. Xxxxxxx, XX 00000
Exeter Township, Berks County
Balanced Care Realty 0000 Xxxx Xxxxx Xxxxxx (State
at Berwick, Inc. Xxxxx 00),
Xxxxxxx, XX 00000
Xxxxxxxx Xxxxxx
Balanced Care Realty Xxxxxxx Road,
at Peckville, Inc. Xxxxxxxxx, XX 00000
Mid Valley, Lackawanna County
Balanced Care Realty 815-819 Jeffersona Avenue,
at Scranton, Inc. Xxxxxxxx, XX 00000
Lackawanna County
Balanced Care Realty Gloucester Parkway,
at Martinsburg, Inc. Xxxxxxxxxxx Xxxxxxxx, XX 00000
Xxxxxxxx Xxxxxx
Balanced Care Realty 000 Xxxxxxxx Xxxxx,
at Maumelle, Inc. Xxxxxxxx, XX 00000
Pulaski County
Balanced Care Realty 0000 Xxxxxxxxxxx Xxxx,
at Sherwood, Inc. Xxxxxxxx, XX 00000
Pulaski County
-3-
26
Balanced Care Realty 000 Xxxx 0xx Xxxxxx,
at Mountain Home, Inc. Xxxxxxxx Xxxx, XX 00000
Xxxxxx County
Balanced Care Realty 0000 Xxxxxx Xxxx Xxxx,
at Mansfield, Inc. Xxxxxxxxx, XX 00000
Ontario Village, Richland County
-4-
27
EXHIBIT D
BCC Subs
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.
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.
