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EXHIBIT 2.15
AGREEMENT OF AMENDMENT
THIS AGREEMENT OF AMENDMENT (the "AGREEMENT") is made and entered into
as of the 6th day of February, 1997, to be effective on and as of December 27,
1996, by and between Keystone Development Group, Inc., a Pennsylvania
corporation ("SELLER") and Balanced Care Corporation, a Delaware corporation
(together with its permitted assigns, "PURCHASER"),
WITNESSETH:
WHEREAS, Purchaser and Seller entered into that certain Purchase and
Sale Agreement dated as of December 27, 1996 (the "PURCHASE AND SALE
AGREEMENT"), whereby Purchaser agreed to purchaser certain assets and rights
owned by Seller, and Seller agreed to sell to Purchaser such assets and rights;
and
WHEREAS, Purchaser and Seller now desire to amend the terms of the
Purchase and Sale Agreement subject to the terms and conditions set forth
below.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and promises contained herein, the parties hereby agree as follows:
1. RECITALS INCORPORATED; DEFINITIONS. The foregoing recitals
constitute a part of this Agreement and are expressly incorporated herein by
reference. Any term used but not defined herein shall have the meaning ascribed
to such term in the Purchase and Sale Agreement.
2. AMENDMENT OF SECTION 2.1. Section 2.1 of the Purchase and Sale
Agreement is hereby amended and restated in its entirety as follows:
2.1 PURCHASE PRICE. The purchase price (the "PURCHASE PRICE") for the
Projects and the Documents shall be in an amount equal to $2,000,000,
plus (i) an amount equal to the actual costs and expenses heretofore
incurred and to be incurred through the Closing by or on behalf of
Seller or its Affiliate in connection with the development and
construction of the Projects for the types of expenses set forth on
Exhibit B attached hereto and incorporated herein, and (ii) 250,000
shares of common stock of Purchaser. The Purchase Price shall be due
and payable from Buyer as follows:
2.1.1 At Closing, $1,500,000 to be paid to Seller by
certified or cashier's check drawn on a national bank or by wire
transfer;
2.1.2 At Closing, 125,000 shares of common stock of Purchaser
to be delivered to each of Xxxxx and Xxxxxx; and
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2.1.3 At closing on the financing for each of the first five
(5) of the Projects to close, $50,000 to be paid to Xxxxx and
$50,000 to be paid to Xxxxxx.
3. PURCHASE AND SALE AGREEMENT UNAFFECTED. Except as expressly amended
by this Agreement, the Purchase and Sale Agreement is hereby ratified and
confirmed and shall remain in full force and effect.
4. BINDING EFFECT. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors,
assigns, heirs, executors and administrators. If any provision of this
Agreement shall be or become illegal or unenforceable in whole or in part for
any reason whatsoever, the remaining provisions shall nevertheless be deemed
valid, binding and enforceable.
5. APPLICABLE LAW. This Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania, including its
statutes of limitations, but without regard to its conflict of laws provisions.
6. HEADINGS. The Section headings used in this Agreement are for the
convenience of reference only, and shall not control or affect the meaning or
construction, or limit the scope or intent, of any provisions of this
Agreement.
7. COUNTERPARTS. This Agreement may be executed in several
counterparts or with counterpart signature pages, each of which shall be deemed
an original, but such counterparts shall together constitute but one and the
same Agreement.
[THIS PORTION OF THE PAGE INTENTIONALLY LEFT BLANK]
[THE NEXT FOLLOWING PAGE IS THE SIGNATURE PAGE]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written to be effective on and as of December 27, 1996.
BALANCED CARE CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
KEYSTONE DEVELOPMENT GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx, Xx.
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Name: Xxxxx X. Xxxxxx, Xx.
Title: President
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