1 EXHIBIT 10.59 ESCROW AGREEMENT THIS AGREEMENT is made as of the 31st day of December, 1997, by and among BALANCED CARE CORPORATION, a Delaware corporation, having its principal place of business at 5021 Louise Drive, Suite 200, Mechanicsburg, PA...Escrow Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities • Massachusetts
Witnesseth:Management Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities
WITNESSETH:Option Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities • Pennsylvania
R E C I T A L SLease Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities
PROMISSORY NOTEPromissory Note • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities
GUARANTYGuaranty • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities • Massachusetts
SECURITY AGREEMENT (LEWISBURG)Security Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities • Massachusetts
WITNESSETH:Stock Pledge Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities • Pennsylvania
RECITALS:Non-Competition Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities • Tennessee
2- 3 penalties and other costs and fees assessed or incurred in connection therewith, are referred to herein as the "BORROWINGS"), the Borrowings shall be repaid in full from the Purchase Price at the Closing. Optionor shall give BCC prior written...Option Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities
WITNESSETH:Right of First Refusal Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities • Maryland
ENVIRONMENTAL INDEMNITY AGREEMENT (LEWISBURG)Environmental Indemnity Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities
1 EXHIBIT 10.60 ASSIGNMENT AND SECURITY AGREEMENT THIS ASSIGNMENT AND SECURITY AGREEMENT, made as of the 6th day of February, 1998, by and between EXTENDED CARE OPERATORS OF HARRISBURG, LLC, a Delaware limited liability company ("Lessee") and CAPSTONE...Assignment and Security Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities • Alabama
2 3 of default under any Lease, Development Agreement or other Transaction Document delivered under the Facility Agreement.Right of First Offer Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities • Pennsylvania
2- 3 Proceeding", and the laws applied during such Bankruptcy Proceedings being referred to herein as "Bankruptcy Laws") be instituted by or against either Lessee or any member owing equity interests in Lessee (collectively a "Member"), and, upon...Working Capital Assurance Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities
1 EXHIBIT 10.75 SHORTFALL FUNDING AGREEMENT THIS AGREEMENT ("AGREEMENT") is made as of January 30, 1998, by and among ASSISTED CARE OPERATORS OF ANDERSON, LLC., a Delaware limited liability company (the "LESSEE"), the members of Lessee listed on...Shortfall Funding Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities • Pennsylvania
1 EXHIBIT 10.72 ASSIGNMENT AND ASSUMPTION OF LEASES This ASSIGNMENT AND ASSUMPTION OF LEASES ("Assignment") is entered into as of this 30th day of December, 1997 by and among BCC at Ravenna, Inc., a Delaware corporation, BCC at Greensboro, Inc., a...Assignment and Assumption of Leases • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities
1 EXHIBIT 10.47 LEASEHOLD IMPROVEMENT AGREEMENTLeasehold Improvement Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities
1 EXHIBIT 10.67 This Instrument was prepared and should be returned after recording to: Steven J. Adelkoff, Esq. Kirkpatrick & Lockhart, LLP 1500 Oliver Building Pittsburgh, PA 15222. OPEN END LEASEHOLD MORTGAGE THIS INSTRUMENTS SECURES FUTURE...Open End Leasehold Mortgage • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities
1 EXHIBIT 10.63 SUBORDINATION AND STANDSTILL AGREEMENT THIS SUBORDINATION AND STANDSTILL AGREEMENT is made as of the 6th day of February, 1998 by and between BALANCED CARE CORPORATION, a Delaware corporation, having its place of business at 5021...Subordination and Standstill Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities • Alabama
R E C I T A L S:Consent and Subordination Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities
1 EXHIBIT 10.57 OPEN-END LEASEHOLD MORTGAGE AND SECURITY AGREEMENT THIS INSTRUMENT SECURES FUTURE ADVANCES MADE AS OF THE 19TH DAY OF DECEMBER, 1997,Open-End Leasehold Mortgage and Security Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities
1 EXHIBIT 10.74 DEVELOPMENT AGREEMENT by and between AHP OF INDIANA, INC., an Indiana corporation ("Owner")Development Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities • Indiana
1 EXHIBIT 10.73 =============================================================== ================= FACILITY AGREEMENT by and between AMERICAN HEALTH PROPERTIES, INC., a Delaware corporation ("American Health")Facility Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities • Colorado
ASSIGNMENT OF SUBLEASES AND RENTS (LEWISBURG)Assignment of Subleases and Rents • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities
4- 5 to which Indemnitor may otherwise be entitled under any industrial or worker's compensation laws. In the event Landlord shall suffer or incur any such Costs, Indemnitor shall pay to Landlord the total of all such Costs suffered or incurred by...Environmental Indemnification Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities • Indiana
RECITALS:Stock Subscription and Capitalization Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities • Pennsylvania
1- 2 payment and performance of all Obligations; (b) waives notice of and consents and agrees that, without notice to or by Guarantor and without affecting or impairing in any way the obligations of Guarantor hereunder, Owner may do any one or more of...Completion Guaranty and Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities • Indiana
