Omnibus Amendment Agreement No. 1 to Development Agreements among Capstone Entities, BCC, and Balanced Care Corporation

Summary

This agreement amends several existing development agreements between Capstone Capital of Pennsylvania, Inc., HR Acquisition I Corporation, Capstone Capital of Virginia, Inc. (the Owners), and BCC Development and Management Co., with Balanced Care Corporation consenting. The amendments adjust the approved budget costs and project amounts for the development and construction of assisted living facilities in Pennsylvania, Ohio, and Virginia. The agreement also updates notice addresses and confirms that all other terms of the original agreements remain in effect. BCC waives any claims or defenses against the Owners regarding these agreements.

EX-10.20 21 w44671ex10-20.txt OMNIBUS AMENDMENT AGREEMENT NO. 1 1 Exhibit 10.20 OMNIBUS AMENDMENT AGREEMENT NO. 1 TO DEVELOPMENT AGREEMENTS Dated as of October 25, 2000 CAPSTONE CAPITAL OF PENNSYLVANIA, INC., a Pennsylvania corporation ("Capstone Pennsylvania"), HR ACQUISITION I CORPORATION, f/k/a Capstone Capital Corporation, a Maryland corporation ("HRAIC"), CAPSTONE CAPITAL OF VIRGINIA, INC., an Alabama corporation ("Capstone Virginia" and, together with Capstone Pennsylvania and HRAIC, the "Owners"), and BCC DEVELOPMENT AND MANAGEMENT CO., a Delaware corporation ("BCC"), and BALANCED CARE CORPORATION, a Delaware corporation ("Parent Company"), agree as follows: 1. Preliminary Statements. (a) Capstone Pennsylvania, as owner, and BCC, as developer, entered into that certain Development Agreement dated as of March 28, 1997 (the "Harrisburg Development Agreement"), for the development and construction of an assisted living facility in Harrisburg, Dauphin County, Pennsylvania. (b) HRIAC's predecessor-in-interest, Capstone Capital Corporation, as owner, and BCC, as developer, entered into that certain Development Agreement dated as of March 28, 1997 (the "Ravenna Development Agreement" and, together with the Harrisburg Development Agreement, the "1997 Development Agreements"), for the development and construction of an assisted living facility in Ravenna, Portage County, Ohio. (c) ALCO III, a North Carolina limited liability company ("ALCO III"), as owner, and BCC, as developer, entered into that certain Development Agreement dated as of June 30, 1997, as assigned by ALCO III to Capstone Virginia by that certain Assignment, Assumption and Amendment Agreement dated as of June 15, 1998 (as assigned and amended, the "Danville Development Agreement"), for the development and construction of an assisted living facility in Danville, Pittsylvania County, Virginia. (d) ALCO I, a North Carolina limited liability company ("ALCO I"), as owner, and BCC, as developer, entered into that certain Development Agreement dated as of June 30, 1997, as assigned by ALCO I to Capstone Virginia by that certain Assignment, Assumption and Amendment Agreement dated as of June 15, 1998 (as assigned and amended, the "Harrisonburg Development Agreement"), for the development and construction of an assisted living facility in Harrisonburg, Rockingham County, Virginia. (e) ALCO II, a North Carolina limited liability company ("ALCO II"), as owner, and BCC, as developer, entered into that certain Development Agreement dated as of June 30, 1997, as assigned by 2 ALCO II to Capstone Virginia by that certain Assignment, Assumption and Amendment Agreement dated as of June 15, 1998 (as assigned and amended, the "Roanoke Development Agreement" and, together with the Danville Development Agreement and the Harrisonburg Development Agreement, the "Virginia Development Agreements" and, together with the 1997 Development Agreements and the other Virginia Development Agreements, the "Development Agreements"), for the development and construction of an assisted living facility in Roanoke, Roanoke County, Virginia. The Owners and BCC have agreed to reallocate the Approved Budget Costs for the 1997 Development Agreements and the Project Amounts for the Virginia Development Agreements and to make further amendments in the manner set forth in this Omnibus Amendment Agreement No. 1 to Development Agreements (this "Amendment") effective as of the date hereof, unless otherwise indicated. Developer's affiliate, Parent Company, has entered into various agreements with respect to the Development Agreements and the facilities being developed pursuant thereto, including guaranties, shortfall funding agreements, working capital assurance agreements and options to purchase the equity interests of certain parities and joins in the execution of this Amendment to acknowledge its consent to the transactions contemplated hereby. 2. Definitions. As used herein, the term "Development Agreements" means the Development Agreements as hereby amended and modified. Unless the context otherwise requires, all capitalized terms used herein without definition shall have the definitions provided therefor in the referenced Development Agreement. 3. Amendment to the Harrisburg Development Agreement. The term "Approved Budget Costs" as set forth in the Harrisburg Development Agreement is changed from $3,965,000 to $3,834,706. 4. Amendment to the Ravenna Development Agreement. The term "Approved Budget Costs" as set forth in the Ravenna Development Agreement is changed from $3,785,000 to $3,709,656. 5. Amendments to the Danville Development Agreement. The term "Project Amount" as set forth in the Danville Development Agreement is changed from $4,755,000 to $4,690,815. 3 6. Amendments to the Harrisonburg Development Agreement. The term "Project Amount" as set forth in the Harrisonburg Development Agreement is changed from $4,660,000 to $4,348,242. 7. Amendments to the Roanoke Development Agreement. The term "Project Amount" as set forth in the Roanoke Development Agreement is changed from $4,970,000 to $4,719,736. 8. Modification to Addresses for Notices. The address for notices to Owners set forth in the Development Agreements is modified as follows: c/o HEALTHCARE REALTY TRUST INCORPORATED 3310 West End Avenue Suite 700 Nashville, Tennessee 37203 Attention: J.D. Carter Steele, Vice President Telephone: (615) 269-8175 Telecopier: (615) 269-8260 With a copy to: Mr. Thomas A. Ansley Sirote & Permutt 2311 Highland Avenue South Birmingham, Alabama 35205 Telephone: (205) 930-5300 Telecopier: (205) 930-5301 9. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be an original and taken together shall constitute one and the same document. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document. The failure of any party hereto to execute this Amendment or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder. 10. Waiver. BCC hereby (i) acknowledges that there is no default on the part of Owners under the Development Agreements, (ii) acknowledges that there are no offsets or defenses to payment or performance of the obligations of the BCC under the Development Agreements, and (iii) waives any defense, claim or 4 counterclaim of the BCC regarding the obligations of the Owners under the Development Agreements. 11. Entire Agreement. This Amendment sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relative to such subject matter. 12. Force and Effect of Amendment. Except as specifically amended, modified or supplemented as set forth in this Amendment, the Development Agreements remain in full force and effect. - SIGNATURES ARE ON THE FOLLOWING PAGES - 5 IN WITNESS WHEREOF, the parties hereto have caused this Amendment be executed as of the day and year first above written. "Capstone Pennsylvania:" CAPSTONE CAPITAL OF PENNSYLVANIA, INC. By/s/J.D. Carter Steele J.D. Carter Steele Vice President "HRAIC:" HR ACQUISITION I CORPORATION By/s/J.D. Carter Steele J.D. Carter Steele Vice President "Capstone Virginia:" CAPSTONE CAPITAL OF VIRGINIA, INC. By/s/J.D. Carter Steele J.D. Carter Steele Vice President "BCC:" BCC DEVELOPMENT AND MANAGEMENT CO. By:/s/Robin L. Barber Name: Robin L. Barber Title: Vice President and Secretary 6 CONSENT TO AMENDMENT The undersigned Parent Company joins in the execution of this Amendment for the purpose of consenting to the foregoing terms of this Amendment. "Parent Company:" BALANCED CARE CORPORATION By:/s/Robin L. Barber Name:Robin L. Barber Title:Senior Vice President, Legal Counsel & Assistant Secretary