Amendment Agreement to Stock Pledge Agreement among Balanced Care Corporation, Subsidiaries, and Lenders (March 25, 2002)

Summary

This agreement amends a previous Stock Pledge Agreement between Balanced Care Corporation (BCC), its subsidiaries, and several lender entities. The amendment adds new parties as pledgors and companies, updates schedules attached to the original agreement, and confirms that all parties have the authority to enter into this amendment. All other terms of the original Stock Pledge Agreement remain in effect. The agreement is governed by New York law and is part of a broader financing arrangement involving a loan advance to BCC.

EX-10.52 36 w60386ex10-52.txt AMENDMENT AGREEMENT DATED MARCH 25, 2002 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/Robin L. Barber Name: Robin L. Barber 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/Robin L. Barber Name: Robin L. Barber 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 HILLIARD, INC. BALANCED CARE AT AKRON, INC. BALANCED CARE AT YORK, INC. BALANCED CARE AT HAGERSTOWN, INC. BALANCED CARE AT BRISTOL, INC. BALANCED CARE AT JOHNSON CITY, INC. BALANCED CARE AT MURFREESBORO, INC. BALANCED CARE AT TEAY'S VALLEY, INC. BALANCED CARE AT LAKEMONT FARMS, INC. By: /s/Robin L. Barber Name: Robin L. Barber 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 BLAKELY, INC. EXTENDED CARE OPERATORS OF HARRISBURG, L.L.C. BCC AT HARRISBURG, INC. C & G HEALTHCARE AT TALLAHASEE, L.L.C. By: /s/Robin L. Barber Name: Robin L. Barber 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 HILLIARD, 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 JOHNSON 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 HILLIARD, INC. BALANCED CARE AT AKRON, INC. BALANCED CARE AT YORK, INC. BALANCED CARE AT HAGERSTOWN, INC. BALANCED CARE AT BRISTOL, INC. BALANCED CARE AT JOHNSON CITY, INC. BALANCED CARE AT MURFREESBORO, INC. BALANCED CARE AT TEAY'S VALLEY, INC. BCC AT DARLINGTON, INC. BALANCED CARE AT BUTLER, INC. BALANCED CARE AT EYERS GROVE, INC. BALANCED CARE AT NORTH RIDGE, INC. BALANCED CARE AT SARVER, INC. BALANCED CARE REALTY (OFC), INC. BALANCED CARE AT MEDINA, INC. BALANCED CARE AT CENTERVILLE, INC. BALANCED CARE AT SHIPPENSBURG, INC. By: /s/Robin L. Barber Name: Robin L. Barber Title: Vice President and Secretary 7 AGENT: VXM INVESTMENTS LIMITED, as Agent By: /s/J.B. Unsworth Name: J.B. Unsworth Title: Director LENDERS: VXM INVESTMENTS LIMITED, as Lender By: /s/J.B. Unsworth Name: J.B. Unsworth Title: Director HR INVESTMENTS LIMITED By: /s/J.B. Unsworth Name: J.B. Unsworth Title: Director RH INVESTMENTS LIMITED By: /s/J.B. Unsworth Name: J.B. Unsworth 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 BLAKELY, 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 HILLIARD, 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 JOHNSON 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 HILLIARD, INC. BALANCED CARE AT AKRON, INC. BALANCED CARE AT YORK, INC. BALANCED CARE AT HAGERSTOWN, INC. BALANCED CARE AT BRISTOL, INC. BALANCED CARE AT JOHNSON CITY, INC. 9 BALANCED CARE AT MURFREESBORO, INC. BALANCED CARE AT TEAY'S VALLEY, INC. BCC AT DARLINGTON, INC. BALANCED CARE AT BUTLER, INC. BALANCED CARE AT EYERS GROVE, INC. BALANCED CARE AT NORTH RIDGE, INC. BALANCED CARE AT SARVER, INC. BALANCED CARE REALTY (OFC), INC. BALANCED CARE AT MEDINA, INC. BALANCED CARE AT CENTERVILLE, INC. BALANCED CARE AT SHIPPENSBURG, INC. 10 SCHEDULE 3 CERTIFICATES

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 Hilliard, LLC Hilliard, 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 Johnson City, L.L.C. Johnson 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 Blakely, 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 Hilliard, 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 Johnson 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 Butler, 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 Sarver, Inc. Corporation

28 Balanced Care Realty Balanced Care 1 1,000 (OFC), Inc. Corporation Balanced Care at Balanced Care 1 1,000 Medina, Inc. Corporation Balanced Care at Balanced Care 1 1,000 Centerville, Inc. Corporation Balanced Care at Balanced Care 1 1,000 Shippensburg, Inc. Corporation

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