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
Delaware corporations and are direct or indirect wholly owned subsidiaries of
BCC (together with BCC, collectively, the "Pledgor"), the parties listed on
Schedule 2 attached hereto, all of which are Delaware corporations
(individually, a "Company" and collectively, the "Companies"), and VXM
Investments Limited, a Cayman Islands corporation ("VXM"), HR Investments
Limited, a Cayman Islands corporation, and RH Investments Limited, a Cayman
Islands corporation (collectively, the "Lenders"), amends the Stock Pledge
Agreement, dated as of April 4, 2001 by and, among the parties hereto (as so
amended and as may be further amended, modified or supplemented from time to
time, the "Stock Pledge Agreement"). Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed to them in the Stock Pledge
Agreement.
WHEREAS, in connection with an advance being made by the Lenders to
BCC on the date hereof pursuant to the Tenth Amendment Agreement, dated the date
hereof, to the Loan Agreement, the parties hereto desire to amend the Stock
Pledge Agreement to add a corporation as an additional Pledgor and to add
certain corporations as additional Companies; and
WHEREAS, the parties hereto will execute and deliver such other
documents and instruments necessary to carry out the terms of the Stock Pledge
Agreement.
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and subject to the fulfillment of
the conditions set forth below, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO STOCK PLEDGE AGREEMENT.
1.1 Schedule 2 to the Stock Pledge Agreement is hereby amended and
restated in its entirety as attached hereto.
1.2 Schedule 3 to the Stock Pledge Agreement is hereby amended and
restated in its entirety as attached hereto.
SECTION 2. MISCELLANEOUS.
2.1 The Pledgor and each Company jointly and severally represent and
warrant to the Lenders and the Agent that:
(a) The Pledgor and each Company have the corporate power and
authority to execute, deliver and carry out the terms and provisions of this
Amendment and the transactions contemplated hereby and has taken or caused to be
taken all necessary corporate action to authorize the execution, delivery and
performance of this Amendment and the transactions contemplated hereby;
(b) No consent of any other person (including, without limitation,
shareholders or creditors of the Pledgor or any Company, and no action of, or
filing with, any governmental or public body or authority is required to
authorize, or is otherwise required in connection with the execution, delivery
and performance of this Amendment;
(c) This Amendment has been duly executed and delivered on behalf of
the Pledgor and each Company by a duly authorized officer , and constitutes a
legal, valid and binding obligation of the Pledgor and each Company enforceable
in accordance with its terms, subject to bankruptcy, reorganization, insolvency,
moratorium and other similar laws affecting the enforcement of creditors' rights
generally and the exercise of judicial discretion in accordance with general
principles of equity; and
(d) The execution, delivery and performance of this Amendment will
not violate any law, statute or regulation, or any order or decree of any court
or governmental instrumentality, or conflict with, or result in the breach of,
or constitute a default under any contractual obligation of any Pledgor or
Company.
2.2 Except as herein expressly amended, the Stock Pledge Agreement
is ratified and confirmed in all respects and shall remain in full force and
effect in accordance with its terms.
2.3 All references to the Stock Pledge Agreement in the Loan
Agreement, the Security Documents and the other documents and instruments
delivered pursuant to or in connection therewith shall mean such agreement as
amended hereby and as it may in the future be amended, restated, supplemented or
modified from time to time.
2
2.4 This Amendment may be executed by the parties hereto
individually or in combination, in one or more counterparts, each of which shall
be an original and all of which shall constitute one and the same agreement.
2.5 Delivery of an executed counterpart of a signature page by
telecopier shall be effective as delivery of a manually executed counterpart.
2.6 This Amendment shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.
2.7 The parties hereto shall, at any time and from time to time
following the execution of this Amendment, execute and deliver all such further
instruments and take all such further action as may be reasonably necessary or
appropriate in order to carry out the provisions of this Amendment.
* * * * *
3
IN WITNESS WHEREOF, Pledgor, each Company, the Lenders and the Agent have caused
this Amendment to be duly executed and delivered, all as of the day and year
first above written.
PLEDGOR:
BALANCED CARE CORPORATION
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President and Legal
Counsel
BALANCED CARE REALTY I, INC.
BALANCED CARE REALTY II, INC.
BALANCED CARE REALTY III, INC.
BALANCED CARE REALTY IV, INC.
BALANCED CARE REALTY V, INC.
BALANCED CARE REALTY VI, INC.
BALANCED CARE REALTY VII, INC.
BALANCED CARE REALTY VIII, INC.
BALANCED CARE REALTY IX, INC.
BALANCED CARE REALTY X, INC.
BALANCED CARE REALTY XI, INC.
BALANCED CARE REALTY XII, INC.
BALANCED CARE REALTY XIII, INC.
BALANCED CARE REALTY XIV, INC.
BALANCED CARE REALTY XV, INC.
BALANCED CARE REALTY XVI, INC.
BALANCED CARE REALTY XVII, INC.
BALANCED CARE REALTY XVIII, INC.
BALANCED CARE REALTY XIX, INC.
BALANCED CARE REALTY XX, INC.
BALANCED CARE REALTY XXI, INC.
BALANCED CARE REALTY XXII, INC.
BALANCED CARE REALTY XXIII, INC.
BALANCED CARE REALTY XXIV, INC.
BALANCED CARE REALTY XXV, INC.
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Secretary
4
PLEDGOR:
BALANCED CARE REALTY XXVI, INC.
BALANCED CARE REALTY XXVII, INC.
BALANCED CARE REALTY XXVIII, INC.
BALANCED CARE REALTY XXIX, INC.
BALANCED CARE REALTY XXX, INC.
BALANCED CARE REALTY XXXI, INC.
BALANCED CARE REALTY XXXII, INC.
BALANCED CARE REALTY XXXIII, INC.
BALANCED CARE REALTY XXXIV, INC.
BALANCED CARE REALTY XXXV, INC.
BALANCED CARE REALTY XXXVI, INC.
BALANCED CARE REALTY XXXVII, INC.
BALANCED CARE REALTY XXXVIII, INC.
BALANCED CARE REALTY XXXIX, INC.
BCC AT HARRISBURG, INC.
BALANCED CARE AT TALLAHASSEE, INC.
BALANCED CARE AT PENSACOLA, INC.
BALANCED CARE AT ▇▇▇▇▇▇▇▇, INC.
BALANCED CARE AT AKRON, INC.
BALANCED CARE AT YORK, INC.
BALANCED CARE AT HAGERSTOWN, INC.
BALANCED CARE AT BRISTOL, INC.
BALANCED CARE AT ▇▇▇▇▇▇▇ CITY, INC.
BALANCED CARE AT MURFREESBORO, INC.
BALANCED CARE AT TEAY'S VALLEY, INC.
BALANCED CARE AT LAKEMONT FARMS, INC.
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Secretary
5
COMPANIES:
BALANCED CARE REALTY AT ALTOONA, INC.
BALANCED CARE REALTY AT BERWICK, INC.
BALANCED CARE REALTY AT LEWISTOWN, INC.
BALANCED CARE REALTY AT MANSFIELD, INC.
BALANCED CARE REALTY AT MARTINSBURG, INC.
BALANCED CARE REALTY AT MAUMELLE, INC.
BALANCED CARE REALTY AT MOUNTAIN HOME, INC.
BALANCED CARE REALTY AT PECKVILLE, INC.
BALANCED CARE REALTY AT READING, INC.
BALANCED CARE REALTY AT SCRANTON, INC.
BALANCED CARE REALTY AT SHERWOOD, INC.
BALANCED CARE REALTY AT STATE COLLEGE, INC.
BCC AT WEST VIEW, INC.
BCC AT MID-VALLEY, INC.
BCC AT OLD FORGE, INC.
BCC AT BLOOMSBURG, INC.
BCC AT KINGSTON I, INC.
BCC AT KINGSTON II, INC.
BCC AT ▇▇▇▇▇▇▇, INC.
EXTENDED CARE OPERATORS OF
HARRISBURG, L.L.C.
BCC AT HARRISBURG, INC.
C & G HEALTHCARE AT TALLAHASEE,
L.L.C.
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Secretary
6
COMPANIES:
C & G HEALTHCARE AT PENSACOLA L.L.C.
ELDER CARE OPERATORS OF LAKEMONT FARMS, LLC
ELDER CARE OPERATORS OF ▇▇▇▇▇▇▇▇, LLC
ELDER CARE OPERATORS OF AKRON, LLC ELDER
CARE OPERATORS OF YORK, LLC C & G HEALTHCARE
AT HAGERSTOWN LLC ELDER CARE OPERATORS OF
BRISTOL LLC C & G HEALTH CARE AT ▇▇▇▇▇▇▇
CITY, L.C.C.
ELDER CARE OPERATORS OF MURFREESBORO LLC
C & G HEALTHCARE AT TEAY'S VALLEY L.C.C.
BALANCED CARE AT TALLAHASSEE, INC.
BALANCED CARE AT PENSACOLA, INC.
BALANCED CARE AT LAKEMONT FARMS, INC.
BALANCED CARE AT ▇▇▇▇▇▇▇▇, INC.
BALANCED CARE AT AKRON, INC.
BALANCED CARE AT YORK, INC.
BALANCED CARE AT HAGERSTOWN, INC.
BALANCED CARE AT BRISTOL, INC.
BALANCED CARE AT ▇▇▇▇▇▇▇ CITY, INC.
BALANCED CARE AT MURFREESBORO, INC.
BALANCED CARE AT TEAY'S VALLEY, INC.
BCC AT DARLINGTON, INC.
BALANCED CARE AT ▇▇▇▇▇▇, INC.
BALANCED CARE AT EYERS GROVE, INC.
BALANCED CARE AT NORTH RIDGE, INC.
BALANCED CARE AT ▇▇▇▇▇▇, INC.
BALANCED CARE REALTY (OFC), INC.
BALANCED CARE AT ▇▇▇▇▇▇, INC.
BALANCED CARE AT CENTERVILLE, INC.
BALANCED CARE AT SHIPPENSBURG, INC.
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Secretary
7
AGENT:
VXM INVESTMENTS LIMITED, as Agent
By: /s/▇.▇. ▇▇▇▇▇▇▇▇
Name: ▇.▇. ▇▇▇▇▇▇▇▇
Title: Director
LENDERS:
VXM INVESTMENTS LIMITED, as Lender
By: /s/▇.▇. ▇▇▇▇▇▇▇▇
Name: ▇.▇. ▇▇▇▇▇▇▇▇
Title: Director
HR INVESTMENTS LIMITED
By: /s/▇.▇. ▇▇▇▇▇▇▇▇
Name: ▇.▇. ▇▇▇▇▇▇▇▇
Title: Director
RH INVESTMENTS LIMITED
By: /s/▇.▇. ▇▇▇▇▇▇▇▇
Name: ▇.▇. ▇▇▇▇▇▇▇▇
Title: Director
8
SCHEDULE 2
COMPANIES
BALANCED CARE REALTY AT ALTOONA, INC.
BALANCED CARE REALTY AT BERWICK, INC.
BALANCED CARE REALTY AT LEWISTOWN, INC.
BALANCED CARE REALTY AT MANSFIELD, INC.
BALANCED CARE REALTY AT MARTINSBURG, INC.
BALANCED CARE REALTY AT MAUMELLE, INC.
BALANCED CARE REALTY AT MOUNTAIN HOME, INC.
BALANCED CARE REALTY AT PECKVILLE, INC.
BALANCED CARE REALTY AT READING, INC.
BALANCED CARE REALTY AT SCRANTON, INC.
BALANCED CARE REALTY AT SHERWOOD, INC.
BALANCED CARE REALTY AT STATE COLLEGE, INC.
BCC AT WEST VIEW, INC.
BCC AT MID-VALLEY, INC.
BCC AT OLD FORGE, INC.
BCC AT BLOOMSBURG, INC.
BCC AT KINGSTON I, INC.
BCC AT KINGSTON II, INC.
BCC AT ▇▇▇▇▇▇▇, INC.
EXTENDED CARE OPERATORS OF HARRISBURG, L.L.C.
BCC AT HARRISBURG, INC.
C & G HEALTHCARE AT TALLAHASEE, L.L.C.
C & G HEALTHCARE AT PENSACOLA L.L.C.
ELDER CARE OPERATORS OF LAKEMONT FARMS, LLC
ELDER CARE OPERATORS OF ▇▇▇▇▇▇▇▇, LLC
▇▇▇▇▇ CARE OPERATORS OF AKRON, LLC
ELDER CARE OPERATORS OF YORK, LLC
C & G HEALTHCARE AT HAGERSTOWN LLC
ELDER CARE OPERATORS OF BRISTOL LLC
C & G HEALTH CARE AT ▇▇▇▇▇▇▇ CITY, L.C.C.
ELDER CARE OPERATORS OF MURFREESBORO LLC
C & G HEALTHCARE AT TEAY'S VALLEY L.C.C.
BALANCED CARE AT TALLAHASSEE, INC.
BALANCED CARE AT PENSACOLA, INC.
BALANCED CARE AT LAKEMONT FARMS, INC.
BALANCED CARE AT ▇▇▇▇▇▇▇▇, INC.
BALANCED CARE AT AKRON, INC.
BALANCED CARE AT YORK, INC.
BALANCED CARE AT HAGERSTOWN, INC.
BALANCED CARE AT BRISTOL, INC.
BALANCED CARE AT ▇▇▇▇▇▇▇ CITY, INC.
9
BALANCED CARE AT MURFREESBORO, INC.
BALANCED CARE AT TEAY'S VALLEY, INC.
BCC AT DARLINGTON, INC.
BALANCED CARE AT ▇▇▇▇▇▇, INC.
BALANCED CARE AT EYERS GROVE, INC.
BALANCED CARE AT NORTH RIDGE, INC.
BALANCED CARE AT ▇▇▇▇▇▇, INC.
BALANCED CARE REALTY (OFC), INC.
BALANCED CARE AT ▇▇▇▇▇▇, INC.
BALANCED CARE AT CENTERVILLE, INC.
BALANCED CARE AT SHIPPENSBURG, INC.
10
SCHEDULE 3
CERTIFICATES
ISSUER HOLDER CERTIFICATE No.
NO. Shares/Units
Balanced Care Realty Balanced Care 1 25
at Altoona, Inc. Corporation
Balanced Care Realty Balanced Care 2 25
at Altoona, Inc. Realty I,
Inc.
Balanced Care Realty Balanced Care 3 25
at Altoona, Inc. Realty II,
Inc.
Balanced Care Realty Balanced Care 4 25
at Altoona, Inc. Realty III,
Inc.
Balanced Care Realty Balanced Care 5 25
at Altoona, Inc. Realty IV,
Inc.
Balanced Care Realty Balanced Care 6 25
at Altoona, Inc. Realty V,
Inc.
Balanced Care Realty Balanced Care 7 25
at Altoona, Inc. Realty VI,
Inc.
Balanced Care Realty Balanced Care 8 25
at Altoona, Inc. Realty VII,
Inc.
Balanced Care Realty Balanced Care 9 25
at Altoona, Inc. Realty VIII,
Inc.
Balanced Care Realty Balanced Care 10 25
at Altoona, Inc. Realty IX,
Inc.
Balanced Care Realty Balanced Care 11 25
at Altoona, Inc. Realty X,
Inc.
Balanced Care Realty Balanced Care 12 25
at Altoona, Inc. Realty XI,
Inc.
Balanced Care Realty Balanced Care 13 25
at Altoona, Inc. Realty XII,
Inc.
Balanced Care Realty Balanced Care 14 25
at Altoona, Inc. Realty XIII,
Inc.
Balanced Care Realty Balanced Care 15 25
at Altoona, Inc. Realty XIV,
Inc.
11
Balanced Care Realty Balanced Care 16 25
at Altoona, Inc. Realty XV,
Inc.
Balanced Care Realty Balanced Care 17 25
at Altoona, Inc. Realty XVI,
Inc.
Balanced Care Realty Balanced Care 18 25
at Altoona, Inc. Realty XVII,
Inc.
Balanced Care Realty Balanced Care 19 25
at Altoona, Inc. Realty XVIII,
Inc.
Balanced Care Realty Balanced Care 20 25
at Altoona, Inc. Realty XIX,
Inc.
Balanced Care Realty Balanced Care 21 25
at Altoona, Inc. Realty XX,
Inc.
Balanced Care Realty Balanced Care 22 25
at Altoona, Inc. Realty XXI,
Inc.
Balanced Care Realty Balanced Care 23 25
at Altoona, Inc. Realty XXII,
Inc.
Balanced Care Realty Balanced Care 24 25
at Altoona, Inc. Realty XXIII,
Inc.
Balanced Care Realty Balanced Care 25 25
at Altoona, Inc. Realty XXIV,
Inc.
Balanced Care Realty Balanced Care 26 25
at Altoona, Inc. Realty XXV,
Inc.
Balanced Care Realty Balanced Care 27 25
at Altoona, Inc. Realty XXVI,
Inc.
Balanced Care Realty Balanced Care 28 25
at Altoona, Inc. Realty XXVII,
Inc.
Balanced Care Realty Balanced Care 29 25
at Altoona, Inc. Realty
XXVIII, Inc.
Balanced Care Realty Balanced Care 30 25
at Altoona, Inc. Realty XXIX,
Inc.
Balanced Care Realty Balanced Care 31 25
at Altoona, Inc. Realty XXX,
Inc.
Balanced Care Realty Balanced Care 32 25
at Altoona, Inc. Realty XXXI,
Inc.
12
Balanced Care Realty Balanced Care 33 25
at Altoona, Inc. Realty XXXII,
Inc.
Balanced Care Realty Balanced Care 34 25
at Altoona, Inc. Realty
XXXIII, Inc.
Balanced Care Realty Balanced Care 35 25
at Altoona, Inc. Realty XXXIV,
Inc.
Balanced Care Realty Balanced Care 36 25
at Altoona, Inc. Realty XXXV,
Inc.
Balanced Care Realty Balanced Care 37 25
at Altoona, Inc. Realty XXXVI,
Inc.
Balanced Care Realty Balanced Care 38 25
at Altoona, Inc. Realty
XXXVII, Inc.
Balanced Care Realty Balanced Care 39 25
at Altoona, Inc. Realty
XXXVIII, Inc.
Balanced Care Realty Balanced Care 40 25
at Altoona, Inc. Realty XXXIX,
Inc.
Balanced Care Realty Balanced Care 1 25
at Berwick, Inc. Corporation
Balanced Care Realty Balanced Care 2 25
Berwick, Inc. Realty I,
Inc.
Balanced Care Realty Balanced Care 3 25
Berwick, Inc. Realty II,
Inc.
Balanced Care Realty Balanced Care 4 25
Berwick, Inc. Realty III,
Inc.
Balanced Care Realty Balanced Care 5 25
at Berwick, Inc. Realty IV,
Inc.
Balanced Care Realty Balanced Care 6 25
at Berwick, Inc. Realty V,
Inc.
Balanced Care Realty Balanced Care 7 25
at Berwick, Inc. Realty VI,
Inc.
Balanced Care Realty Balanced Care 8 25
at Berwick, Inc. Realty VII,
Inc.
Balanced Care Realty Balanced Care 9 25
at Berwick, Inc. Realty VIII,
Inc.
Balanced Care Realty Balanced Care 10 25
at Berwick, Inc. Realty IX,
Inc.
13
Balanced Care Realty Balanced Care 11 25
at Berwick, Inc. Realty X,
Inc.
Balanced Care Realty Balanced Care 12 25
at Berwick, Inc. Realty XI,
Inc.
Balanced Care Realty Balanced Care 13 25
at Berwick, Inc. Realty XII,
Inc.
Balanced Care Realty Balanced Care 14 25
at Berwick, Inc. Realty XIII,
Inc.
Balanced Care Realty Balanced Care 15 25
at Berwick, Inc. Realty XIV,
Inc.
Balanced Care Realty Balanced Care 16 25
at Berwick, Inc. Realty XV,
Inc.
Balanced Care Realty Balanced Care 17 25
at Berwick, Inc. Realty XVI,
Inc.
Balanced Care Realty Balanced Care 18 25
at Berwick, Inc. Realty XVII,
Inc.
Balanced Care Realty Balanced Care 19 25
at Berwick, Inc. Realty XVIII,
Inc.
Balanced Care Realty Balanced Care 20 25
at Berwick, Inc. Realty XIX,
Inc.
Balanced Care Realty Balanced Care 21 25
at Berwick, Inc. Realty XX,
Inc.
Balanced Care Realty Balanced Care 22 25
at Berwick, Inc. Realty XXI,
Inc.
Balanced Care Realty Balanced Care 23 25
at Berwick, Inc. Realty XXII,
Inc.
Balanced Care Realty Balanced Care 24 25
at Berwick, Inc. Realty XXIII,
Inc.
Balanced Care Realty Balanced Care 25 25
at Berwick, Inc. Realty XXIV,
Inc.
Balanced Care Realty Balanced Care 26 25
at Berwick, Inc. Realty XXV,
Inc.
Balanced Care Realty Balanced Care 27 25
at Berwick, Inc. Realty XXVI,
Inc.
Balanced Care Realty Balanced Care 28 25
at Berwick, Inc. Realty XXVII,
Inc.
14
Balanced Care Realty Balanced Care 29 25
at Berwick, Inc. Realty
XXVIII, Inc.
Balanced Care Realty Balanced Care 30 25
at Berwick, Inc. Realty XXIX,
Inc.
Balanced Care Realty Balanced Care 31 25
at Berwick, Inc. Realty XXX,
Inc.
Balanced Care Realty Balanced Care 32 25
at Berwick, Inc. Realty XXXI,
Inc.
Balanced Care Realty Balanced Care 33 25
at Berwick, Inc. Realty XXXII,
Inc.
Balanced Care Realty Balanced Care 34 25
at Berwick, Inc. Realty
XXXIII, Inc.
Balanced Care Realty Balanced Care 35 25
at Berwick, Inc. Realty XXXIV,
Inc.
Balanced Care Realty Balanced Care 36 25
at Berwick, Inc. Realty XXXV,
Inc.
Balanced Care Realty Balanced Care 37 25
at Berwick, Inc. Realty XXXVI,
Inc.
Balanced Care Realty Balanced Care 38 25
at Berwick, Inc. Realty
XXXVII, Inc.
Balanced Care Realty Balanced Care 39 25
at Berwick, Inc. Realty
XXXVIII, Inc.
Balanced Care Realty Balanced Care 40 25
at Berwick, Inc. Realty XXXIX,
Inc.
Balanced Care Realty Balanced Care 1 25
at Lewistown, Inc. Corporation
Balanced Care Realty Balanced Care 2 25
at Lewistown, Inc. Realty I,
Inc.
Balanced Care Realty Balanced Care 3 25
at Lewistown, Inc. Realty II,
Inc.
Balanced Care Realty Balanced Care 4 25
at Lewistown, Inc. Realty III,
Inc.
Balanced Care Realty Balanced Care 5 25
at Lewistown, Inc. Realty IV,
Inc.
15
Balanced Care Realty Balanced Care 6 25
at Lewistown, Inc. Realty V,
Inc.
Balanced Care Realty Balanced Care 7 25
at Lewistown, Inc. Realty VI,
Inc.
Balanced Care Realty Balanced Care 8 25
at Lewistown, Inc. Realty VII,
Inc.
Balanced Care Realty Balanced Care 9 25
at Lewistown, Inc. Realty VIII,
Inc.
Balanced Care Realty Balanced Care 10 25
at Lewistown, Inc. Realty IX,
Inc.
Balanced Care Realty Balanced Care 11 25
at Lewistown, Inc. Realty X,
Inc.
Balanced Care Realty Balanced Care 12 25
at Lewistown, Inc. Realty XI,
Inc.
Balanced Care Realty Balanced Care 13 25
at Lewistown, Inc. Realty XII,
Inc.
Balanced Care Realty Balanced Care 14 25
at Lewistown, Inc. Realty XIII,
Inc.
Balanced Care Realty Balanced Care 15 25
at Lewistown, Inc. Realty XIV,
Inc.
Balanced Care Realty Balanced Care 16 25
at Lewistown, Inc. Realty XV,
Inc.
Balanced Care Realty Balanced Care 17 25
at Lewistown, Inc. Realty XVI,
Inc.
Balanced Care Realty Balanced Care 18 25
at Lewistown, Inc. Realty XVII,
Inc.
Balanced Care Realty Balanced Care 19 25
at Lewistown, Inc. Realty XVIII,
Inc.
Balanced Care Realty Balanced Care 20 25
at Lewistown, Inc. Realty XIX,
Inc.
Balanced Care Realty Balanced Care 21 25
at Lewistown, Inc. Realty XX,
Inc.
Balanced Care Realty Balanced Care 22 25
at Lewistown, Inc. Realty XXI,
Inc.
16
Balanced Care Realty Balanced Care 23 25
at Lewistown, Inc. Realty XXII,
Inc.
Balanced Care Realty Balanced Care 24 25
at Lewistown, Inc. Realty XXIII,
Inc.
Balanced Care Realty Balanced Care 25 25
at Lewistown, Inc. Realty XXIV,
Inc.
Balanced Care Realty Balanced Care 26 25
at Lewistown, Inc. Realty XXV,
Inc.
Balanced Care Realty Balanced Care 27 25
at Lewistown, Inc. Realty XXVI,
Inc.
Balanced Care Realty Balanced Care 28 25
at Lewistown, Inc. Realty XXVII,
Inc.
Balanced Care Realty Balanced Care 29 25
at Lewistown, Inc. Realty
XXVIII, Inc.
Balanced Care Realty Balanced Care 30 25
at Lewistown, Inc. Realty XXIX,
Inc.
Balanced Care Realty Balanced Care 31 25
at Lewistown, Inc. Realty XXX,
Inc.
Balanced Care Realty Balanced Care 32 25
at Lewistown, Inc. Realty XXXI,
Inc.
Balanced Care Realty Balanced Care 33 25
at Lewistown, Inc. Realty XXXII,
Inc.
Balanced Care Realty Balanced Care 34 25
at Lewistown, Inc. Realty
XXXIII, Inc.
Balanced Care Realty Balanced Care 35 25
at Lewistown, Inc. Realty XXXIV,
Inc.
Balanced Care Realty Balanced Care 36 25
at Lewistown, Inc. Realty XXXV,
Inc.
Balanced Care Realty Balanced Care 37 25
at Lewistown, Inc. Realty XXXVI,
Inc.
Balanced Care Realty Balanced Care 38 25
at Lewistown, Inc. Realty
XXXVII, Inc.
Balanced Care Realty Balanced Care 39 25
at Lewistown, Inc. Realty XXXVIII, Inc.
Balanced Care Realty Balanced Care
at Lewistown, Inc. Realty XXXIX, 40 25
Inc.
17
Balanced Care Realty Balanced Care 1 25
at Peckville, Inc. Corporation
Balanced Care Realty Balanced Care 2 25
at Peckville, Inc. Realty I,
Inc.
Balanced Care Realty Balanced Care 3 25
at Peckville, Inc. Realty II,
Inc.
Balanced Care Realty Balanced Care 4 25
at Peckville, Inc. Realty III,
Inc.
Balanced Care Realty Balanced Care 5 25
at Peckville, Inc. Realty IV,
Inc.
Balanced Care Realty Balanced Care 6 25
at Peckville, Inc. Realty V,
Inc.
Balanced Care Realty Balanced Care 7 25
at Peckville, Inc. Realty VI,
Inc.
Balanced Care Realty Balanced Care 8 25
at Peckville, Inc. Realty VII,
Inc.
Balanced Care Realty Balanced Care 9 25
at Peckville, Inc. Realty VIII,
Inc.
Balanced Care Realty Balanced Care 10 25
at Peckville, Inc. Realty IX,
Inc.
Balanced Care Realty Balanced Care 11 25
at Peckville, Inc. Realty X,
Inc.
Balanced Care Realty Balanced Care 12 25
at Peckville, Inc. Realty XI,
Inc.
Balanced Care Realty Balanced Care 13 25
at Peckville, Inc. Realty XII,
Inc.
Balanced Care Realty Balanced Care 14 25
at Peckville, Inc. Realty XIII,
Inc.
Balanced Care Realty Balanced Care 15 25
at Peckville, Inc. Realty XIV,
Inc.
Balanced Care Realty Balanced Care 16 25
at Peckville, Inc. Realty XV,
Inc.
Balanced Care Realty Balanced Care 17 25
at Peckville, Inc. Realty XVI,
Inc.
18
Balanced Care Realty Balanced Care 18 25
at Peckville, Inc. Realty XVII,
Inc.
Balanced Care Realty Balanced Care 19 25
at Peckville, Inc. Realty XVIII,
Inc.
Balanced Care Realty Balanced Care 20 25
at Peckville, Inc. Realty XIX,
Inc.
Balanced Care Realty Balanced Care 21 25
at Peckville, Inc. Realty XX,
Inc.
Balanced Care Realty Balanced Care 22 25
at Peckville, Inc. Realty XXI,
Inc.
Balanced Care Realty Balanced Care 23 25
at Peckville, Inc. Realty XXII,
Inc.
Balanced Care Realty Balanced Care 24 25
at Peckville, Inc. Realty XXIII,
Inc.
Balanced Care Realty Balanced Care 25 25
at Peckville, Inc. Realty XXIV,
Inc.
Balanced Care Realty Balanced Care 26 25
at Peckville, Inc. Realty XXV,
Inc.
Balanced Care Realty Balanced Care 27 25
at Peckville, Inc. Realty XXVI,
Inc.
Balanced Care Realty Balanced Care 28 25
at Peckville, Inc. Realty XXVII,
Inc.
Balanced Care Realty Balanced Care 29 25
at Peckville, Inc. Realty
XXVIII, Inc.
Balanced Care Realty Balanced Care 30 25
at Peckville, Inc. Realty XXIX,
Inc.
Balanced Care Realty Balanced Care 31 25
at Peckville, Inc. Realty XXX,
Inc.
Balanced Care Realty Balanced Care 32 25
at Peckville, Inc. Realty XXXI,
Inc.
Balanced Care Realty Balanced Care 33 25
at Peckville, Inc. Realty XXXII,
Inc.
Balanced Care Realty Balanced Care 34 25
at Peckville, Inc. Realty
XXXIII, Inc.
19
Balanced Care Realty Balanced Care 35 25
at Peckville, Inc. Realty XXXIV,
Inc.
Balanced Care Realty Balanced Care 36 25
at Peckville, Inc. Realty XXXV,
Inc.
Balanced Care Realty Balanced Care 37 25
at Peckville, Inc. Realty XXXVI,
Inc.
Balanced Care Realty Balanced Care 38 25
at Peckville, Inc. Realty
XXXVII, Inc.
Balanced Care Realty Balanced Care 39 25
at Peckville, Inc. Realty
XXXVIII, Inc.
Balanced Care Realty Balanced Care 40 25
at Peckville, Inc. Realty XXXIX,
Inc.
Balanced Care Realty Balanced Care 1 25
at Reading, Inc. Corporation
Balanced Care Realty Balanced Care 2 25
at Reading, Inc. Realty I,
Inc.
Balanced Care Realty Balanced Care 3 25
at Reading, Inc. Realty II,
Inc.
Balanced Care Realty Balanced Care 4 25
at Reading, Inc. Realty III,
Inc.
Balanced Care Realty Balanced Care 5 25
at Reading, Inc. Realty IV,
Inc.
Balanced Care Realty Balanced Care 6 25
at Reading, Inc. Realty V,
Inc.
Balanced Care Realty Balanced Care 7 25
at Reading, Inc. Realty VI,
Inc.
Balanced Care Realty Balanced Care 8 25
at Reading, Inc. Realty VII,
Inc.
Balanced Care Realty Balanced Care 9 25
at Reading, Inc. Realty VIII,
Inc.
Balanced Care Realty Balanced Care 10 25
at Reading, Inc. Realty IX,
Inc.
Balanced Care Realty Balanced Care 11 25
at Reading, Inc. Realty X,
Inc.
Balanced Care Realty Balanced Care 12 25
at Reading, Inc. Realty XI,
Inc.
20
Balanced Care Realty Balanced Care 13 25
at Reading, Inc. Realty XII,
Inc.
Balanced Care Realty Balanced Care 14 25
at Reading, Inc. Realty XIII,
Inc.
Balanced Care Realty Balanced Care 15 25
at Reading, Inc. Realty XIV,
Inc.
Balanced Care Realty Balanced Care 16 25
at Reading, Inc. Realty XV,
Inc.
Balanced Care Realty Balanced Care 17 25
at Reading, Inc. Realty XVI,
Inc.
Balanced Care Realty Balanced Care 18 25
at Reading, Inc. Realty XVII,
Inc.
Balanced Care Realty Balanced Care 19 25
at Reading, Inc. Realty XVIII,
Inc.
Balanced Care Realty Balanced Care 20 25
at Reading, Inc. Realty XIX,
Inc.
Balanced Care Realty Balanced Care 21 25
at Reading, Inc. Realty XX,
Inc.
Balanced Care Realty Balanced Care 22 25
at Reading, Inc. Realty XXI,
Inc.
Balanced Care Realty Balanced Care 23 25
at Reading, Inc. Realty XXII,
Inc.
Balanced Care Realty Balanced Care 24 25
at Reading, Inc. Realty XXIII,
Inc.
Balanced Care Realty Balanced Care 25 25
at Reading, Inc. Realty XXIV,
Inc.
Balanced Care Realty Balanced Care 26 25
at Reading, Inc. Realty XXV,
Inc.
Balanced Care Realty Balanced Care 27 25
at Reading, Inc. Realty XXVI,
Inc.
Balanced Care Realty Balanced Care 28 25
at Reading, Inc. Realty XXVII,
Inc.
Balanced Care Realty Balanced Care 29 25
at Reading, Inc. Realty
XXVIII, Inc.
21
Balanced Care Realty Balanced Care 30 25
at Reading, Inc. Realty XXIX,
Inc.
Balanced Care Realty Balanced Care 31 25
at Reading, Inc. Realty XXX,
Inc.
Balanced Care Realty Balanced Care 32 25
at Reading, Inc. Realty XXXI,
Inc.
Balanced Care Realty Balanced Care 33 25
at Reading, Inc. Realty XXXII,
Inc.
Balanced Care Realty Balanced Care 34 25
at Reading, Inc. Realty
XXXIII, Inc.
Balanced Care Realty Balanced Care 35 25
at Reading, Inc. Realty XXXIV,
Inc.
Balanced Care Realty Balanced Care 36 25
at Reading, Inc. Realty XXXV,
Inc.
Balanced Care Realty Balanced Care 37 25
at Reading, Inc. Realty XXXVI,
Inc.
Balanced Care Realty Balanced Care 38 25
at Reading, Inc. Realty
XXXVII, Inc.
Balanced Care Realty Balanced Care 39 25
at Reading, Inc. Realty
XXXVIII, Inc.
Balanced Care Realty Balanced Care 40 25
at Reading, Inc. Realty XXXIX,
Inc.
Balanced Care Realty Balanced Care 1 25
at Scranton, Inc. Corporation
Balanced Care Realty Balanced Care 2 25
Scranton, Inc. Realty I,
Inc.
Balanced Care Realty Balanced Care 3 25
Scranton, Inc. Realty II,
Inc.
Balanced Care Realty Balanced Care 4 25
at Scranton, Inc. Realty III,
Inc.
Balanced Care Realty Balanced Care 5 25
at Scranton, Inc. Realty IV,
Inc.
Balanced Care Realty Balanced Care 6 25
at Scranton, Inc. Realty V,
Inc.
Balanced Care Realty Balanced Care 7 25
at Scranton, Inc. Realty VI,
Inc.
22
Balanced Care Realty Balanced Care 8 25
at Scranton, Inc. Realty VII,
Inc.
Balanced Care Realty Balanced Care 9 25
at Scranton, Inc. Realty VIII,
Inc.
Balanced Care Realty Balanced Care 10 25
at Scranton, Inc. Realty IX,
Inc.
Balanced Care Realty Balanced Care 11 25
at Scranton, Inc. Realty X,
Inc.
Balanced Care Realty Balanced Care 12 25
at Scranton, Inc. Realty XI,
Inc.
Balanced Care Realty Balanced Care 13 25
at Scranton, Inc. Realty XII,
Inc.
Balanced Care Realty Balanced Care 14 25
at Scranton, Inc. Realty XIII,
Inc.
Balanced Care Realty Balanced Care 15 25
at Scranton, Inc. Realty XIV,
Inc.
Balanced Care Realty Balanced Care 16 25
at Scranton, Inc. Realty XV,
Inc.
Balanced Care Realty Balanced Care 17 25
at Scranton, Inc. Realty XVI,
Inc.
Balanced Care Realty Balanced Care 18 25
at Scranton, Inc. Realty XVII,
Inc.
Balanced Care Realty Balanced Care 19 25
at Scranton, Inc. Realty XVIII,
Inc.
Balanced Care Realty Balanced Care 20 25
at Scranton, Inc. Realty XIX,
Inc.
Balanced Care Realty Balanced Care 21 25
at Scranton, Inc. Realty XX,
Inc.
Balanced Care Realty Balanced Care 22 25
at Scranton, Inc. Realty XXI,
Inc.
Balanced Care Realty Balanced Care 23 25
at Scranton, Inc. Realty XXII,
Inc.
Balanced Care Realty Balanced Care 24 25
at Scranton, Inc. Realty XXIII,
Inc.
23
Balanced Care Realty Balanced Care 25 25
at Scranton, Inc. Realty XXIV,
Inc.
Balanced Care Realty Balanced Care 26 25
at Scranton, Inc. Realty XXV,
Inc.
Balanced Care Realty Balanced Care 27 25
at Scranton, Inc. Realty XXVI,
Inc.
Balanced Care Realty Balanced Care 28 25
at Scranton, Inc. Realty XXVII,
Inc.
Balanced Care Realty Balanced Care 29 25
at Scranton, Inc. Realty
XXVIII, Inc.
Balanced Care Realty Balanced Care 30 25
at Scranton, Inc. Realty XXIX,
Inc.
Balanced Care Realty Balanced Care 31 25
at Scranton, Inc. Realty XXX,
Inc.
Balanced Care Realty Balanced Care 32 25
at Scranton, Inc. Realty XXXI,
Inc.
Balanced Care Realty Balanced Care 33 25
at Scranton, Inc. Realty XXXII,
Inc.
Balanced Care Realty Balanced Care 34 25
at Scranton, Inc. Realty
XXXIII, Inc.
Balanced Care Realty Balanced Care 35 25
at Scranton, Inc. Realty XXXIV,
Inc.
Balanced Care Realty Balanced Care 36 25
at Scranton, Inc. Realty XXXV,
Inc.
Balanced Care Realty Balanced Care 37 25
at Scranton, Inc. Realty XXXVI,
Inc.
Balanced Care Realty Balanced Care 38 25
at Scranton, Inc. Realty
XXXVII, Inc.
Balanced Care Realty Balanced Care 39 25
at Scranton, Inc. Realty
XXXVIII, Inc.
Balanced Care Realty Balanced Care 40 25
at Scranton, Inc. Realty XXXIX,
Inc.
Balanced Care Realty Balanced Care 1 25
at State College, Inc. Corporation
Balanced Care Realty Balanced Care 2 25
at State College, Inc. Realty I,
Inc.
24
Balanced Care Realty Balanced Care 3 25
at State College, Inc. Realty II,
Inc.
Balanced Care Realty Balanced Care 4 25
at State College, Inc. Realty III,
Inc.
Balanced Care Realty Balanced Care 5 25
at State College, Inc. Realty IV,
Inc.
Balanced Care Realty Balanced Care 6 25
at State College, Inc. Realty V,
Inc.
Balanced Care Realty Balanced Care 7 25
at State College, Inc. Realty VI,
Inc.
Balanced Care Realty Balanced Care 8 25
at State College, Inc. Realty VII,
Inc.
Balanced Care Realty Balanced Care 9 25
at State College, Inc. Realty VIII,
Inc.
Balanced Care Realty Balanced Care 10 25
at State College, Inc. Realty IX,
Inc.
Balanced Care Realty Balanced Care 11 25
at State College, Inc. Realty X,
Inc.
Balanced Care Realty Balanced Care 12 25
at State College, Inc. Realty XI,
Inc.
Balanced Care Realty Balanced Care 13 25
at State College, Inc. Realty XII,
Inc.
Balanced Care Realty Balanced Care 14 25
at State College, Inc. Realty XIII,
Inc.
Balanced Care Realty Balanced Care 15 25
at State College, Inc. Realty XIV,
Inc.
Balanced Care Realty Balanced Care 16 25
at State College, Inc. Realty XV,
Inc.
Balanced Care Realty Balanced Care 17 25
at State College, Inc. Realty XVI,
Inc.
Balanced Care Realty Balanced Care 18 25
at State College, Inc. Realty XVII,
Inc.
Balanced Care Realty Balanced Care 19 25
at State College, Inc. Realty XVIII,
Inc.
25
Balanced Care Realty Balanced Care 20 25
at State College, Inc. Realty XIX,
Inc.
Balanced Care Realty Balanced Care 21 25
at State College, Inc. Realty XX,
Inc.
Balanced Care Realty Balanced Care 22 25
at State College, Inc. Realty XXI,
Inc.
Balanced Care Realty Balanced Care 23 25
at State College, Inc. Realty XXII,
Inc.
Balanced Care Realty Balanced Care 24 25
at State College, Inc. Realty XXIII,
Inc.
Balanced Care Realty Balanced Care 25 25
at State College, Inc. Realty XXIV,
Inc.
Balanced Care Realty Balanced Care 26 25
at State College, Inc. Realty XXV,
Inc.
Balanced Care Realty Balanced Care 27 25
at State College, Inc. Realty XXVI,
Inc.
Balanced Care Realty Balanced Care 28 25
at State College, Inc. Realty XXVII,
Inc.
Balanced Care Realty Balanced Care 29 25
at State College, Inc. Realty XXVIII,
Inc.
Balanced Care Realty Balanced Care 30 25
at State College, Inc. Realty XXIX,
Inc.
Balanced Care Realty Balanced Care 31 25
at State College, Inc. Realty XXX,
Inc.
Balanced Care Realty Balanced Care 32 25
at State College, Inc. Realty XXXI,
Inc.
Balanced Care Realty Balanced Care 33 25
at State College, Inc. Realty XXXII,
Inc.
Balanced Care Realty Balanced Care 34 25
at State College, Inc. Realty XXXIII,
Inc.
Balanced Care Realty Balanced Care 35 25
at State College, Inc. Realty XXXIV,
Inc.
Balanced Care Realty Balanced Care 36 25
at State College, Inc. Realty XXXV,
Inc.
Balanced Care Realty Balanced Care 37 25
at State College, Inc. Realty XXXVI,
Inc.
26
Balanced Care Realty Balanced Care 38 25
at State College, Inc. Realty XXXVII,
Inc.
Balanced Care Realty Balanced Care 39 25
at State College, Inc. Realty
XXXVIII, Inc.
Balanced Care Realty Balanced Care 40 25
at State College, Inc. Realty XXXIX,
Inc.
Balanced Care Realty Balanced Care 1 1,000
at Mansfield, Inc. Corporation
Balanced Care Realty Balanced Care 1 1,000
at Martinsburg, Inc. Corporation
Balanced Care Realty Balanced Care 1 1,000
at Maumelle, Inc. Corporation
Balanced Care Realty Balanced Care 1 1,000
at Mountain Home, Inc. Corporation
Balanced Care Realty Balanced Care 1 1,000
at Sherwood, Inc. Corporation
Extended Care BCC Harrisburg, 6 100
Operators of Inc.
Harrisburg, L.L.C.
C&G Healthcare at Balanced Care 002 100
Tallahassee, L.L.C. Tallahassee,
Inc.
C&G Healthcare at Balanced Care 002 100
Pensacola, L.L.C. Pensacola, Inc.
Elder Care Operators Balanced Care 006 100
of Lakemont Farms, LLC Lakemont Farms,
Inc.
Elder Care Operators Balanced Care 006 100
of ▇▇▇▇▇▇▇▇, LLC ▇▇▇▇▇▇▇▇, Inc.
Elder Care Operators Balanced Care 006 100
of Akron, LLC Akron, Inc.
Elder Care Operators Balanced Care 006 100
of York, LLC York, Inc.
C&G Healthcare at Balanced Care 002 100
Hagerstown, L.L.C. Hagerstown,
Inc.
Elder Care Operators Balanced Care 006 100
of Bristol, LLC Bristol, Inc.
C&G Healthcare of Balanced Care 002 100
▇▇▇▇▇▇▇ City, L.L.C. ▇▇▇▇▇▇▇ City,
Inc.
Elder Care Operators Balanced Care 006 100
of Murfreesboro, LLC Murfreesboro,
Inc.
C&G Healthcare at Balanced Care 002 100
Teay's Valley L.L.C. Teay's Valley,
Inc.
27
BCC at West View, Inc. Balanced Care 1 1,000
Corporation
BCC at Mid-Valley, Balanced Care 1 1,000
Inc. Corporation
BCC at Old Forge, Inc. Balanced Care 1 1,000
Corporation
Balanced Care 1 1,000
BCC at Bloomsburg, Corporation
Inc.
BCC at Kingston I, Balanced Care 1 1,000
Inc. Corporation
BCC at Kingston II, Balanced Care 1 1,000
Inc. Corporation
BCC at ▇▇▇▇▇▇▇, Inc. Balanced Care 1 1,000
Corporation
BCC at Harrisburg, Balanced Care 1 1,000
Inc. Corporation
Balanced Care at Balanced Care 1 1,000
Tallahassee, Inc. Corporation
Balanced Care at Balanced Care 1 1,000
Pensacola, Inc. Corporation
Balanced Care at Balanced Care 1 1,000
Lakemont Farms, Inc. Corporation
Balanced Care at Balanced Care 1 1,000
▇▇▇▇▇▇▇▇, Inc. Corporation
Balanced Care at Balanced Care 1 1,000
Akron, Inc. Corporation
Balanced Care at York, Balanced Care 2 1,000
Inc. Corporation
Balanced Care at Balanced Care 1 1,000
Hagerstown, Inc. Corporation
Balanced Care at Balanced Care 1 1,000
Bristol, Inc. Corporation
Balanced Care at Balanced Care 1 1,000
▇▇▇▇▇▇▇ City, Inc. Corporation
Balanced Care at Balanced Care 1 1,000
Murfreesboro, Inc. Corporation
Balanced Care at Balanced Care 1 1,000
Teay's Valley, Inc. Corporation
BCC at Darlington, Balanced Care 1 1,000
Inc. Corporation
Balanced Care at Balanced Care 1 1,000
▇▇▇▇▇▇, Inc. Corporation
Balanced Care at Eyers Balanced Care 1 1,000
Grove, Inc. Corporation
Balanced Care at North Balanced Care 1 1,000
Ridge, Inc. Corporation
Balanced Care at Balanced Care 1 1,000
▇▇▇▇▇▇, Inc. Corporation
28
Balanced Care Realty Balanced Care 1 1,000
(OFC), Inc. Corporation
Balanced Care at Balanced Care 1 1,000
▇▇▇▇▇▇, Inc. Corporation
Balanced Care at Balanced Care 1 1,000
Centerville, Inc. Corporation
Balanced Care at Balanced Care 1 1,000
Shippensburg, Inc. Corporation
29