FORM OF AMENDED AND RESTATED MANAGEMENT AGREEMENT [ ] THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (the "Agreement") is made as of the 14th day of March, 2002 between [ ], a Delaware corporation (the "Management Firm") and BALANCED CARE TENANT (MT),...Management Agreement • May 10th, 2002 • Balanced Care Corp • Services-nursing & personal care facilities
WITNESSETH:Balanced Care Corp • May 10th, 2002 • Services-nursing & personal care facilities
WITNESSETH:Stock Pledge Agreement • May 10th, 2002 • Balanced Care Corp • Services-nursing & personal care facilities
Exhibit 10.54 March 1, 2002 PRIVATE AND CONFIDENTIAL Dick Richardson 1215 Manor Drive Mechanicsburg, PA 17055 Dear Mr. Richardson: Re: Balanced Care Corporation(the "Company") Further to our recent discussions, the Company is pleased to offer...Balanced Care Corp • May 10th, 2002 • Services-nursing & personal care facilities
Exhibit 10.20 AMENDED, RESTATED AND CONSOLIDATED AFFILIATED PARTY SUBORDINATION AGREEMENT THIS AGREEMENT is made as of the 14th day of March, 2002 by and among (i) BALANCED CARE TENANT (MT), INC., a Delaware corporation, having its principal place of...Subordination Agreement • May 10th, 2002 • Balanced Care Corp • Services-nursing & personal care facilities
Exhibit 10.17 AMENDED, RESTATED AND CONSOLIDATED ASSIGNMENT OF SUBLEASES AND RENTS THIS AGREEMENT is made as of the 14th day of March, 2002 by and between (i) BALANCED CARE TENANT (MT), INC., a Delaware corporation, having its principal address at...Agreement • May 10th, 2002 • Balanced Care Corp • Services-nursing & personal care facilities
Exhibit 10.49 REIMBURSEMENT AGREEMENT REIMBURSEMENT AGREEMENT, dated as of March 25, 2002, made by BALANCED CARE CORPORATION, a Delaware corporation ("Balanced Care") and LMR HOLDINGS LIMITED, a Cayman Islands corporation ("LMR"). PRELIMINARY...Reimbursement Agreement • May 10th, 2002 • Balanced Care Corp • Services-nursing & personal care facilities • New York
WITNESSETH:Balanced Care Corp • May 10th, 2002 • Services-nursing & personal care facilities
WITNESSETH:Security and Pledge Agreement • May 10th, 2002 • Balanced Care Corp • Services-nursing & personal care facilities
Exhibit 10.18 AMENDED, RESTATED AND CONSOLIDATED ENVIRONMENTAL INDEMNITY AGREEMENT THIS AGREEMENT is made as of the 14th day of March, 2002 by and among BALANCED CARE TENANT (MT), INC., a Delaware corporation, having its principal place of business at...Environmental Indemnity Agreement • May 10th, 2002 • Balanced Care Corp • Services-nursing & personal care facilities • Massachusetts
Exhibit 10.10 FORM OF MANAGEMENT AGREEMENT THIS AGREEMENT ("Agreement") is made as of January 1, 2002 between Balanced Care at [ ], Inc., a Delaware corporation, and Financial Care Investors of [ ], LLC, a Delaware limited liability company...Form of Management Agreement • May 10th, 2002 • Balanced Care Corp • Services-nursing & personal care facilities
Exhibit 10.50 TENTH AMENDMENT AGREEMENT This TENTH AMENDMENT AGREEMENT (this "Amendment"), dated as of March 25, 2002, among Balanced Care Corporation, a Delaware corporation (the "Company"), VXM Investments Limited, a Cayman Islands corporation...Tenth Amendment Agreement • May 10th, 2002 • Balanced Care Corp • Services-nursing & personal care facilities • New York
NOTEBalanced Care Corp • May 10th, 2002 • Services-nursing & personal care facilities
THIS NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW. NEITHER THIS NOTE NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND BALANCED CARE CORPORATION SHALL HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO BALANCED CARE CORPORATION (WHICH MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF COUNSEL SATISFACTORY TO BALANCED CARE CORPORATION).
OPEN-END MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND RENTS (Medina, OH)Balanced Care Corp • May 10th, 2002 • Services-nursing & personal care facilities • Ohio
GUARANTYBalanced Care Corp • May 10th, 2002 • Services-nursing & personal care facilities • Massachusetts
Exhibit 10.16 AMENDED, RESTATED AND CONSOLIDATED COLLATERAL ASSIGNMENT OF PERMITS, LICENSES, APPROVALS AND CONTRACTS THIS AGREEMENT is made as of the 14th day of March, 2002 by and among (i) BALANCED CARE TENANT (MT), INC., a Delaware corporation,...Balanced Care Corp • May 10th, 2002 • Services-nursing & personal care facilities
WITNESSETH:Lockbox and Blocked Account Agreement • May 10th, 2002 • Balanced Care Corp • Services-nursing & personal care facilities
Exhibit 10.7 LEASEHOLD MORTGAGE THIS LEASEHOLD MORTGAGE (the "Mortgage") is made effective as of January 1, 2002 (the "Effective Date") by BALANCED CARE TENANT (HCN), INC., a corporation organized under the laws of the State of Delaware ("Tenant"),...Leasehold Mortgage • May 10th, 2002 • Balanced Care Corp • Services-nursing & personal care facilities • Ohio
Exhibit 10.52 AMENDMENT AGREEMENT This AMENDMENT AGREEMENT (this "Amendment"), dated as of March 25, 2002, by and among Balanced Care Corporation, a Delaware corporation ("BCC"), the other parties listed on Schedule 1 attached hereto, all of which are...Amendment Agreement • May 10th, 2002 • Balanced Care Corp • Services-nursing & personal care facilities • New York
NOTEBalanced Care Corp • May 10th, 2002 • Services-nursing & personal care facilities
THIS NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW. NEITHER THIS NOTE NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND BALANCED CARE CORPORATION SHALL HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO BALANCED CARE CORPORATION (WHICH MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF COUNSEL SATISFACTORY TO BALANCED CARE CORPORATION).
W I T N E S S E T HCross-Default Agreement • May 10th, 2002 • Balanced Care Corp • Services-nursing & personal care facilities
THIS TERMINATION OF CROSS-DEFAULT AGREEMENT is made as of the 14th day of March, 2002 by and among (i) BALANCED CARE AT STAFFORD, INC., a Delaware corporation (the "Potomac Point Lessee"); (ii) MEDITRUST ACQUISITION COMPANY II LLC, a Delaware limited liability company (the "Lessor"); (iii) MEDITRUST MORTGAGE INVESTMENTS, INC., a Delaware corporation ("MMI") and (iv) BALANCED CARE CORPORATION, a Delaware corporation ("BCC").
WITNESSETH:Environmental Condition and Indemnity Agreement • May 10th, 2002 • Balanced Care Corp • Services-nursing & personal care facilities
Exhibit 10.43 OPEN-END MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND RENTS (Shippensburg, PA) THIS DOCUMENT SECURES FUTURE ADVANCES THIS OPEN- END MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND RENTS (herein "Instrument") is...Open-End Mortgage, Security Agreement • May 10th, 2002 • Balanced Care Corp • Services-nursing & personal care facilities • Ohio
Exhibit 10.14 AMENDED, RESTATED AND CONSOLIDATED SECURITY AGREEMENT THIS AGREEMENT entered into as of the 14th day of March, 2002, by and between BALANCED CARE TENANT (MT), INC., a Delaware corporation, with its principal place of business at 1215...And Consolidated Security Agreement • May 10th, 2002 • Balanced Care Corp • Services-nursing & personal care facilities • Massachusetts
Exhibit 10.36 OPEN-END MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND RENTS (Centerville, OH) THIS OPEN-END MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND RENTS (herein "Instrument") is made as of the 31st day of March, 2002 by...Mortgage, Security Agreement • May 10th, 2002 • Balanced Care Corp • Services-nursing & personal care facilities • Ohio
