BALANCED CARE CORP
BRIDGE LOAN AGREEMENT
<DOCUMENT>
<TYPE>EX-10.167
<SEQUENCE>12
<FILENAME>w53456ex10-167.txt
<DESCRIPTION>BRIDGE LOAN AGREEMENT
<TEXT>
<PAGE>   1
Exhibit 10.167
                              BRIDGE LOAN AGREEMENT

         This BRIDGE LOAN AGREEMENT (this "Agreement") is made and entered into
as of this 4th day of April, 2001, among Balanced Care Corporation, a Delaware
corporation (the "Company"), VXM Investments Limited, a Cayman Islands
corporation ("VXM"), HR Investments Limited, a Cayman Islands corporation, and
RH Investments Limited, a Cayman Islands corporation (each, a "Lender" and
collectively, the "Lenders"), and VXM, as agent for the Lenders (in such
capacity, the "Agent").

                                    ARTICLE I
                                   DEFINITIONS

         In addition to terms defined elsewhere in this Agreement, the following
definitions shall apply for purposes of this Agreement:

         "1933 Act" means the Securities Act of 1933, as amended.

         "1934 Act" means the Securities Exchange Act of 1934, as amended.

         "Affiliate" of any Person means any other Person which, directly or
indirectly, controls or is controlled by or is under common control with such
Person. For the purposes of this definition, the term "control" (including, with
correlative meanings, the terms "controlled by" and "under common control
with"), as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities or
by contract or otherwise.

         "Bankruptcy Law" means Title 11, U.S. Code or any similar federal state
law for the relief of debtors.

         "Business Day" means a day other than (i) a Saturday, a Sunday or a day
on which banking institutions in the City of New York, New York are authorized
by law, regulation or executive order to remain closed or (ii) any of the first,
second, seventh or eighth day of Passover, the first or second day of Shavouth,
the first or second day of Rosh Hashanah or Yom Kippur, the first or second day
of Sukkoth, Shemini Azereth or Simchas Torah, and the day prior to any of the
foregoing days.
<PAGE>   2
If a payment date is not a Business Day, payment may be made on the next
succeeding day that is a Business Day.

         "Collateral" means (i) any and all shares of capital stock of the
entities identified on Schedule I hereto beneficially owned or otherwise held
from time to time, directly or indirectly, by the Company including, without
limitation, the shares of capital stock set forth on Schedule I hereto (the
"Pledged Stock") and (ii) all proceeds of the Pledged Stock, including, without
limitation, all cash, securities or other property at any time and from time to
time receivable or otherwise distributed in respect of or in exchange for any of
or all such Pledged Stock.

         "Common Stock" means the common stock, par value $0.001 per share, of
the Company.

         "Contract" means any contract, agreement, obligation, promise,
undertaking or commitment (written or oral, express or implied, formal or
informal, firm or contingent) to which the Company or any of its Subsidiaries is
a party or by which the Company or any of its Subsidiaries or any of their
respective assets are bound, and which has current operative or executory
effect.

         "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

         "Event of Default" has the meaning set forth in Section 3.5.

         "GAAP" means United States generally accepted accounting principles
applied on a consistent basis.

         "Governmental Authority" means any (a) nation, state, county, city,
town, village, district or other jurisdiction of any nature; (b) governmental or
quasi-governmental authority of any nature (including any governmental agency,
branch, department, official or entity and any court or other tribunal); (c)
multi-national organization or body; or (d) body exercising, or entitled to
exercise, any administrative, executive, judicial, legislative, police,
regulatory or taxing authority or power of any nature that has jurisdiction over
the Company, the Subsidiaries or their respective assets and operations.

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<PAGE>   3
         "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (i) currency exchange or interest rate swap
agreements, currency exchange or interest rate cap agreements and currency
exchange or interest rate collar agreements and (ii) other agreements or
arrangements designed to protect such Person against fluctuations in currency
exchange or interest rates.

         "Holder" means the Agent and any subsequent holder of any Note.

         "Indebtedness" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or banker's acceptances
or representing obligations in respect of a lease that would at such time be
required to be capitalized on a balance sheet in accordance with GAAP or the
balance deferred and unpaid of the purchase price of any property (other than
contingent or "earnout" payment obligations) or representing any Hedging
Obligations, except any such balance that constitutes an accrued expense or
trade payable, if and to the extent any of the foregoing indebtedness (other
than letters of credit and Hedging Obligations) would appear as a liability upon
a balance sheet of such Person prepared in accordance with GAAP, as well as all
indebtedness of others secured by a Lien on any asset of such Person (whether or
not such indebtedness is assumed by such Person) and, to the extent not
otherwise included, the guarantee, whether or not conditional, by such Person of
any indebtedness of any other Person.

         "Lien" means any charge, claim, community property interest, condition,
equitable interest, lien, option, pledge, security interest, right of first
refusal or restriction of any kind, including any restriction on use, voting,
transfer, receipt of income or exercise of any other attribute of ownership.

         "Loan" has the meaning set forth in Section 2.1.

         "Loan Commitment" means an aggregate amount equal to $27,853,524

         "Maturity Date" has the meaning set forth in Section 3.2.

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<PAGE>   4
         "Note" has the meaning set forth in Section 2.1.

         "Person" means any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability company, joint
venture, association, joint-stock company, estate, trust, labor union,
organization, government or any agency or political subdivision thereof or any
other entity.

         "SEC" means the Securities and Exchange Commission.

         "Security Documents" has the meaning set forth in Section 4.1(b)(ii).

         "Subsidiary" means any corporation or other Person of which securities
or other interests having the power to elect a majority of that corporation's or
other Person's board of directors or similar governing body, or otherwise having
the power to direct the business and policies of that corporation or other
Person (other than securities or other interests having such power only upon the
happening of a contingency that has not occurred) are held by the Company or one
or more of its Subsidiaries.

                                   ARTICLE II
                                  LOANS; NOTES

1.1. Loans; Notes. On the terms and conditions set forth in this Agreement, the
Lenders agree to make Loans to the Company in the aggregate amounts and on the
dates set forth below (each, an "Advance Date"):

<TABLE>
<CAPTION>
           Advance Date:                   Amount of Loan:
           <S>                             <C>
           April 4, 2001                     $26,003,524
             May 1, 2001                     $   750,000
            June 1, 2001                     $ 1,100,000
</TABLE>

Notwithstanding the foregoing, the aggregate principal amount of Loans
outstanding at any time shall not exceed the Loan Commitment. The aggregate
amount of each Loan shall be made by the Lenders, allocated among the Lenders in
such proportions as the Lenders may determine in their sole discretion, on each
Advance Date against delivery of a note in the form of Exhibit 2 hereto in the
original principal amount of the Loan made on such Advance Date, payable to the
order of the Agent and dated such


                                       4
<PAGE>   5
Advance Date (each, a "Note"). The Lenders shall make the Loans on each Advance
Date by advancing the amount of the applicable Loan by wire transfer of
immediately available funds to an account specified by the Company. The
outstanding principal balance of each Loan plus accrued and unpaid interest
thereon shall mature and be payable on the Maturity Date. Each Note shall bear
interest from its date on the outstanding principal balance thereof, as provided
in Section 3.1. The proceeds of the Loans shall be used for the purposes set
forth on Schedule 2.

                                   ARTICLE III
                             TERM OF LOANS AND NOTES

         3.1 Interest Rate; Payment; Usury.

         (a) Provided that no Event of Default has occurred and is continuing
beyond any applicable cure period and subject to the other provisions of this
Agreement, during the period from and after each Advance Date until the
principal and all interest on the Loan made on such Advance Date is paid in
full, each Loan shall bear and accrue interest at the rate of 12% per annum. The
outstanding principal amount of each Loan plus all accrued and unpaid interest
thereon shall be due and payable by the Company to the Agent on the Maturity
Date, by wire transfer of immediately available funds to an account specified by
the Agent.

         (b) During any period that an Event of Default shall have occurred and
be continuing beyond any applicable cure period, interest on each Loan shall
accrue at a rate equal to 14% per annum (the "Default Interest Rate").
Notwithstanding anything contained herein to the contrary, in no event shall the
interest rate on any Loan, including the Default Interest Rate, exceed the
highest rate permitted by applicable law. Interest on each Loan, including
interest at the Default Interest Rate, shall be based on a 360 day year and
interest shall accrue and be payable for the actual number of calendar days
elapsed.

         (c) It is the intention of the Company and the Lenders to conform
strictly to applicable usury laws now or hereafter in force, and any interest
payable under this Agreement or any Note shall be subject to reduction to an
amount not to exceed the maximum non-usurious amount for commercial loans
allowed under such applicable usury laws as now or hereafter construed by the
courts having jurisdiction over such matters. In the event such interest
(whether designated as


                                       5
<PAGE>   6
interest, service charges, points or otherwise) does exceed the maximum legal
rate, it shall be (i) canceled automatically to the extent that such interest
exceeds the maximum legal rate; (ii) if already paid, at the option of the
applicable Holder, either be rebated to the Company or credited to the
outstanding aggregate principal amount of the applicable Loan; or (iii) if the
Loans have been prepaid in full, then such excess shall be rebated to the
Company. It is further agreed, without limiting the foregoing, that all
calculations of the rate of interest contracted for, charged or received under
this Agreement and the Notes that are made for the purpose of determining
whether such rate exceeds the maximum legal rate shall be made, to the extent
permitted by applicable law, by amortizing, prorating, allocating and spreading
throughout the full stated term of each of the Loans (and any extensions of such
term that may be hereafter granted) all such interest at any time contracted
for, charged or received from the Company or otherwise by the Holders so that
the rate of interest on account of the Loans as so calculated is uniform
throughout the term thereof. If the Company is exempt or hereafter becomes
exempt from applicable usury statutes or for any other reason the rate of
interest to be charged on the Loans is not limited by law, none of the
provisions of this paragraph shall be construed so as to limit or reduce the
interest or other consideration payable under this Agreement or the Notes or
under the instruments securing payment thereof.

         3.2 Maturity. Unless the same shall become due earlier as a result of
acceleration of the maturity, the Loans shall mature on August 4, 2001 (the
"Maturity Date"), at which time the outstanding principal balance of all Loans
and all accrued and unpaid interest shall become due and payable.

         3.3 Prepayments. The Company may from time to time prepay any Loan, in
whole or in part, at any time without penalty or the payment of any fee or
charge. Any partial prepayment shall be applied first to interest which is
accrued and unpaid and then to principal.

         3.4 Manner of Payment. The Company shall make payments in respect of
the Loans (including principal and interest) by wire transfer of immediately
available funds to the account specified by the applicable Holder by notice
given to the Company.

         3.5 Events of Default. Each of the following constitutes an "Event of
Default":

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<PAGE>   7
         (i) default in payment when due of the principal of or accrued interest
on any Note;

         (ii) failure by the Company for 15 days after notice from any Holder to
comply with the provisions described in Article VI hereof;

         (iii) failure by the Company for 30 days after notice from any Holder
to comply with any of its other covenants or agreements in this Agreement or any
Note or any of the Security Documents;

         (iv) any of the representations or warranties of the Company set forth
in this Agreement or any of the Security Documents or incorporated herein or
therein by reference or set forth in any statement or schedule delivered
pursuant to this Agreement or any of the Security Documents was untrue or
incorrect in any material respect as of the date of execution of this Agreement
or as of any Advance Date as if made on such date;

         (v) default by the Company or any of its Subsidiaries under any
mortgage, indenture or instrument, other than those previously disclosed by the
Company in a periodic report heretofore filed by the Company with the SEC under
the 1934 Act or which are in excess of $25,000 and not covered by insurance (the
"Disclosed Defaults"), under which there may be issued or by which there may be
secured or evidenced any Indebtedness of the Company or any of its Subsidiaries,
whether such Indebtedness now exists, or is created after the date hereof, which
default results in the acceleration of such Indebtedness prior to its express
maturity and the principal amount of such Indebtedness, together with the
principal amount of any other such Indebtedness the maturity of which has been
so accelerated, aggregates more than $10,000,000;

         (vi) other than the Disclosed Defaults, default by the Company or any
of its Subsidiaries under any lease, which default results in the acceleration
of Indebtedness prior to its express maturity and the principal amount of such
Indebtedness, together with the principal amount of any other such Indebtedness
the maturity of which has been so accelerated, aggregates more than $10,000,000;


                                       7
<PAGE>   8
         (vii) failure by the Company or any of its Subsidiaries to pay final
judgments aggregating in excess of $1,000,000, which judgments are not paid,
discharged or stayed;

         (viii) the Company or any of its Subsidiaries pursuant to or within the
meaning of Bankruptcy Law:

                  (A) commences a voluntary proceeding or files any petition
         seeking relief,

                  (B) consents to the institution of, or fails to contravene in
         a timely and appropriate manner, any such proceeding or the filing of
         any such petition,

                  (C) applies for or consents to the appointment of a receiver,
         trustee, custodian, sequestrator or similar official,

                  (D) files an answer admitting the material allegations of a
         petition filed against it in such proceeding,

                  (E) makes a general assignment for the benefit of its
         creditors;

                  (F) becomes unable, admits in writing its inability or fails
         generally to pay its debts as they become due or

                  (G) takes corporate action for the purpose of effecting any of
         the foregoing; or

         (ix) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed in a court of competent jurisdiction against the Company
or any of its Subsidiaries seeking:

                  (A) relief under any Bankruptcy Law,

                  (B) the appointment of a receiver, trustee, custodian,
         sequestrator or similar official, or

                  (C) winding-up or liquidation; and

such proceeding or petition shall continue undismissed for 90 days or an order
or decree approving or ordering any of the foregoing shall continue unstayed and
in effect for 60 days.

                                       8
<PAGE>   9
         3.6 Acceleration.

         (a) Declaration of Acceleration. If any Event of Default occurs and is
continuing beyond any applicable cure period, any Holder may, upon written
notice to the Company, declare the Note held by such Holder to be due and
payable immediately; and upon any such declaration all principal and interest on
such Note shall become immediately due and payable; provided, however, in the
case of an Event of Default arising from any event described in clauses (viii)
or (ix) of Section 3.5 hereof, all Loans and Notes shall automatically become
due and payable without further action or notice on the part of any Holder.

         (b) Rescission. At any time after a declaration of acceleration with
respect to a Note, the Holder holding such Note may, in its sole discretion,
rescind and cancel such declaration and its consequences. No such rescission
shall affect any subsequent Default or impair any right with respect thereto.

         3.7 Other Remedies. If an Event of Default occurs and is continuing
beyond any applicable cure period, each Holder may pursue any available remedy
to collect the payment of principal and interest (including interest at the
Default Interest Rate) on the Note held by it or to enforce the performance of
any provision of such Note or this Agreement. A delay or omission by a Holder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. All remedies are cumulative to the extent permitted by law.

         3.8 Waiver of Past Defaults. Each Holder may waive any existing
Default or Event of Default and its consequences under this Agreement. Upon any
such waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Agreement; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

         3.9 Priorities. Any sums collected by a Holder hereunder or under the
Note held by it shall be applied first to all costs and expenses of collection,
including reasonable attorneys' fees, then to accrued and unpaid interest
(including


                                       9
<PAGE>   10
at the Default Interest Rate to the extent applicable) and then to principal due
on the applicable Note. 1.1.

                                   ARTICLE IV
                       CONDITIONS TO LENDERS' OBLIGATIONS

         4.1 Conditions. The Lenders' obligations to make Loans on each Advance
Date shall be subject to the satisfaction on or prior to each such Advance Date
of the following conditions, except to the extent waived by the Agent in
writing:

         (a) The Company shall have reimbursed the Agent for its fees and
expenses pursuant to the terms of Section 8.3 below;

         (b) With respect to the Collateral:

                  (i) The Collateral shall not be subject to any Lien
unacceptable to the Agent in its sole discretion, acting reasonably;

                  (ii) The Company and its applicable Subsidiaries shall have
executed and delivered and caused to be duly filed or recorded security
agreements, pledge agreements, financing statements, collateral assignments and
other related agreements in favor of the Agent (collectively, the "Security
Documents") in forms reasonably acceptable to the Agent and its counsel granting
the Lenders a first priority perfected security interest in the Collateral;

         (c) The Agent shall have received an opinion of Kirkpatrick & Lockhart
LLP, counsel to the Company, in form and substance reasonably acceptable to the
Agent and its counsel;

         (d) Each of the representations and warranties of the Company set forth
in this Agreement or incorporated herein by reference or set forth in any
statement or schedule delivered pursuant to this Agreement shall have been true
and correct in all material respects as of the date of execution of this
Agreement and as of each Advance Date as if made on such date;

         (e) The Company shall not be in default with respect to any of its
covenants and agreements set forth in Article VI of this Agreement or set forth
elsewhere in this Agreement;

                                       10
<PAGE>   11
         (f) No Default or Event of Default shall have occurred and be
continuing beyond any applicable cure period;

         (g) Each of the consents identified in Schedule 5.1(b) shall have been
obtained and shall be in full force and effect;

         (h) Other than as set forth on Schedule 4.1(h), since the date of this
Agreement, there must not have been commenced or threatened against the Company,
or against any Affiliate of the Company, any action, suit or proceeding (i)
involving any challenge to, or seeking damages or other relief in connection
with, any of the transactions contemplated hereby, or (ii) that may have the
effect of preventing, delaying, making illegal or otherwise interfering with any
of the transactions contemplated hereby;

         (i) Neither the consummation nor the performance of any of the
transactions contemplated hereby will, directly or indirectly (with or without
notice or lapse of time or both), contravene, conflict with or result in a
violation of, or cause the Company or any Affiliate of the Company to suffer any
material adverse consequence under, any applicable law or order;

         (j) Since December 31, 2000, there shall not have been a material
adverse change in the assets, properties, liabilities, condition (financial or
otherwise), results of operations or business of the Company and its
Subsidiaries, taken as a whole, and no event shall have occurred or circumstance
exist that may result in such a material adverse change; and

         (k) Between the date hereof and each Advance Date, there shall have
been no declaration of war by the Government of the United States; at any
Advance Date there shall not have occurred any material adverse change in the
financial or securities markets in the United States or in political, financial
or economic conditions in the United States or any outbreak or material
escalation of hostilities or other calamity or crisis, the effect of which is
such as to make it, in the reasonable judgment of the Agent, impracticable to
make a Loan; and no event shall have occurred resulting in (i) trading in
securities generally on the American Stock Exchange or in the Common Stock on
the principal securities exchange or market in which the Common Stock is then
listed or quoted being suspended or limited or minimum or maximum prices being
generally


                                       11
<PAGE>   12
established on such exchanges or market, or (ii) additional material
governmental restrictions, not in force on the date of this Agreement, being
imposed upon trading in securities generally by the American Stock Exchange or
in the Common Stock on the principal securities exchange or market in which the
Common Stock is then listed or quoted or by order of the SEC or any court or
other governmental authority or (iii) a general banking moratorium being
declared by either federal or New York authorities.

         4.2 Waiver; Termination. The Agent may waive in writing any of the
conditions to its obligations set forth in Section 4.1 with respect to each
Advance Date in its sole discretion. If the conditions to the Lenders'
obligations set forth in Section 4.1 shall not have been satisfied or waived by
the Agent on or before the applicable Advance Date, the Agent may, in its sole
discretion, terminate the Lenders' obligations and benefits pursuant to this
Agreement without any liability on the part of the Agent or any Lender to any
other Person. 1.2.

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

         5.1 Representations and Warranties of the Company. In order to induce
the Lenders to enter into this Agreement, the Company represents and warrants to
the Lenders on the date hereof, which representations and warranties shall be
unaffected by any investigation or lack of investigation of Company made by or
on behalf of the Lenders, as follows:

         (a) Organization and Standing. The Company is duly organized, validly
existing and in good standing under the laws of the State of Delaware, and has
all requisite corporate power and authority to own or lease its properties and
assets and to conduct its business as it has been and is proposed to be
conducted. The Company is qualified to do business and in good standing in each
jurisdiction in which the failure to so qualify could have a material adverse
effect upon its assets, properties, liabilities, condition (financial or
otherwise), results of operations or business.

         (b) Authority of the Company; Consents; Execution of Agreements. The
Company has all necessary corporate right, power and authority to execute and
deliver this Agreement, each Note, the Security Documents and the other
agreements contemplated hereby and thereby and to perform the


                                       12
<PAGE>   13
transactions and obligations to be performed by the Company hereunder and
thereunder. Except as described on Schedule 5.1(b) hereto, no consent,
authorization, approval, license, permit or order of, or filing with, any Person
or Governmental Authority is required in connection with the execution and
delivery of this Agreement, the Notes, the Security Documents and the other
agreements contemplated hereby and thereby, or the performance by the Company of
the transactions and obligations to be performed by it hereunder and thereunder.
The execution and delivery of this Agreement, the Notes, the Security Documents
and the other agreements contemplated hereby and thereby by the Company, and the
performance of the transactions and obligations contemplated hereby and thereby
by the Company, have been duly authorized by all requisite corporate action of
the Company, including, without limitation, by the approval of a Special
Committee of the Board of Directors of the Company consisting of independent
directors. This Agreement has been, and the Notes, the Security Documents and
the other agreements contemplated hereby will be, duly executed and delivered by
a duly authorized officer of the Company and constitutes, or when executed and
delivered will constitute, a valid and legally binding agreement of the Company,
enforceable in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally and
by general equitable principles or principles equivalent or similar to equity
(regardless of whether enforcement is sought in a proceeding at law or in
equity).

         (c) Valid Issuance. The Notes to be issued hereunder, when issued by
the Company to the Agent pursuant to the terms of this Agreement, will be duly
authorized and validly issued.

         (d) Conflicts; Defaults. The execution and delivery of this Agreement,
the Notes, the Security Documents and the other agreements contemplated hereby
and thereby by the Company, and the performance by the Company of the
transactions and obligations contemplated hereby and thereby to be performed
will not, directly or indirectly (i) contravene, conflict with, or result in a
violation of (A) any provision of the certificate or articles of incorporation
or by-laws or other organizational documents of the Company or any Subsidiary,
or (B) any resolution adopted by the board of directors or the stockholders of
the Company or any Subsidiary; (ii) except as set forth on Schedule 5.1(b),
contravene, conflict with, or result in a violation of, or give any Governmental
Authority or other Person


                                       13
<PAGE>   14
the right to challenge any of the transactions contemplated hereby or to
exercise any remedy or obtain any relief under, any law or order to which the
Company or any Subsidiary, or any of the assets owned or used by the Company or
any Subsidiary, may be subject; (iii) contravene, conflict with, or result in a
violation of any of the terms or requirements of, or give any Governmental
Authority the right to revoke, withdraw, suspend, cancel, terminate or modify,
any permit, license or other governmental authorization that is held by the
Company or any Subsidiary or that otherwise relates to the business of, or any
of the assets owned or used by, the Company or any Subsidiary; (iv) other than
those in favor of the Lenders, result in the creation or imposition of any Liens
or claims upon the assets of the Company or any Subsidiary or their issued and
outstanding shares of capital stock; or (v) constitute an event which, after
notice or lapse of time or both, would result in any of the foregoing. The
Company is not presently in violation of any provision of its certificate of
incorporation.

         (e) Periodic Reports. The Company has furnished to the Lenders true and
complete copies of each statement, report, registration statement (with the
prospectus in the form filed pursuant to Rule 424(b) of the 1933 Act),
definitive proxy statement and other filings filed with the SEC by the Company
since January 1, 2000 and, prior to each Advance Date, the Company will have
furnished the Agent with true and complete copies of any additional statements,
reports and documents filed with the SEC by the Company prior to each Advance
Date (collectively, the "SEC Documents"). All documents required to be filed as
exhibits to the SEC Documents have been filed. The SEC Documents include all
statements, reports and documents required to be filed by the Company pursuant
to the 1933 Act and the 1934 Act since January 1, 2000. As of their respective
filing dates, the SEC Documents complied in all material respects with the
requirements of the 1933 Act and the 1934 Act, as applicable, and none of the
SEC Documents contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances in which they were made,
not misleading, except to the extent corrected by a subsequently filed SEC
Document. The financial statements of the Company and its Subsidiaries,
including the notes thereto, included in the SEC Documents (the "Financial
Statements"), complied as to form in all material respects with applicable
accounting requirements and with the rules and regulations of the SEC with
respect thereto as of their respective dates (except as may be indicated in the
notes


                                       14
<PAGE>   15
thereto or, in the case of unaudited statements included in Quarterly Reports on
Form 10-Q, as permitted by Form 10-Q of the SEC). The Financial Statements
fairly present the consolidated financial condition, operating results and cash
flows of the Company and its Subsidiaries at the dates and during the periods
indicated therein in accordance with GAAP (subject, in the case of unaudited
statements, to normal recurring year-end adjustments and the absence of notes).

         (f) Compliance with Laws. To the best of the Company's knowledge, the
Company is not in violation of, nor do any of its operations violate in any
material respect, any statute, law or regulation of any Governmental Authority
applicable to the Company, any of its assets, or the conduct of its business
("Applicable Laws"), and no expenditures are or, based on present requirements,
will be required of the Company in order for it to comply or remain in
compliance with any Applicable Laws.

         (g) Litigation. The Company is not a party to any legal action, suit,
claim, investigation or proceeding which is not adequately described in a
periodic report heretofore filed by the Company with the SEC except in
connection with the Disclosed Defaults and except for the matters described on
Schedule 5.1(g), which, if required, will be disclosed by the Company in its
next filing with the SEC and, to the best of the Company's knowledge, there
exist no facts or circumstances which reasonably could be anticipated to result
in any such action, suit, claim, investigation or proceeding. Except as set
forth on Schedule 4.1(h), there is no legal, administrative, arbitral or other
action, suit or proceeding by or before any Governmental Authority pending or,
to the best of the Company's knowledge, threatened against the Company, nor is
there any pending investigation by any Governmental Authority which would give
any third party the right to enjoin or rescind the transactions contemplated
hereby or otherwise prevent the Company or the Lenders from complying with the
terms and provisions of this Agreement.

         (h) Taxes. The Company has prepared and duly and timely filed with each
appropriate Governmental Authority all federal, state, municipal, local and
foreign tax returns, information returns and other reports required to be filed
on or before the date of this Agreement, other than any such returns in respect
of taxes that in the aggregate are not material, and has paid all taxes required
to be paid by the Company prior to the date of this Agreement in respect of the
periods covered by


                                       15
<PAGE>   16
such returns and reports, except (i) such taxes as are being contested in good
faith and as to which adequate reserves (determined in accordance with GAAP)
have been established on the books and records of the Company, and (ii) taxes
other than income, capital or franchise taxes that in the aggregate are not
material and which would not, if unpaid, result in the imposition of any
material Lien on any property or assets of the Company or any of its
Subsidiaries.

         (i) Environmental Compliance. The Company and its Subsidiaries are in
compliance in all material respects with all applicable federal, state and local
laws and requirements (including permit requirements) relating to the protection
of health or the environment in connection with the ownership, operation and
condition of their respective properties and business.

         (j) Securities Laws. No consent, authorization, approval, permit or
order of or filing with any Governmental Authority is required in order for the
Company to execute and deliver this Agreement or to offer, issue, sell or
deliver the Notes. Based in part on the representations of the Lenders and under
the circumstances contemplated hereby and under current laws and regulations,
the offer, issuance, sale and delivery of the Notes to the Agent are exempt from
the prospectus delivery and registration requirements of the 1933 Act.

         (k) Hedging Obligations. The Company and its Subsidiaries do not have
any outstanding Hedging Obligations except to the extent entered into pursuant
to and in compliance with any credit agreements to which they may be a party.

         (l) Disclosure. The Company has fully responded to all requests for
information and has accurately answered all questions from the Lenders
concerning the assets, properties, liabilities, condition (financial or
otherwise), results of operations, business and prospects of the Company, and
has not withheld any material facts relating thereto with respect to the assets,
properties, liabilities, condition (financial or otherwise), results of
operations, business or prospects of the Company. No information in this
Agreement, or in any Schedule or Exhibit attached to this Agreement or delivered
to the Lenders in connection herewith, contains any untrue statement of a
material fact or omits to state any material fact necessary in order to make the
statements made, in the light of the circumstances under which they were made,
not misleading. The disclosures made in writing by the Company in connection
with


                                       16
<PAGE>   17
this Agreement do not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made therein not
misleading. There is no fact or circumstance now known by the Company relating
to the Company which materially and adversely affects or in the future may be
expected materially and adversely to affect the same which has not been set
forth in this Agreement or the Schedules hereto.

         (m) Contracts. Except for this Agreement and the agreements
contemplated hereby, the Company has filed with the SEC all material contracts
required to be filed by Item 601(b) (10) of Regulation S-K under the 1933 Act
and the 1934 Act as of January 1, 2001.

         5.2 Representations and Warranties of the Lenders. Each Lender (solely
as to itself and not as to any other Lender) represents and warrants to the
Company that:

         (a) Investment Intent. The Notes to be issued to the Agent on behalf of
such Lender are being acquired for its own account and not with the view to, or
for resale in connection with, any distribution or public offering thereof
within the meaning of the 1933 Act. Such Lender understands that such Notes have
not been registered under the 1933 Act by reason of their issuance in a
transaction exempt from the registration and prospectus delivery requirements of
the 1933 Act pursuant to Section 4(2) thereof. It further understands that each
Note will bear the following legend and agrees that it will hold such Note
subject thereto:

         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 THE COMPANY SHALL HAVE RECEIVED, AT
         THE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF SUCH EXEMPTION REASONABLY
         SATISFACTORY TO THE COMPANY (WHICH MAY INCLUDE, AMONG OTHER THINGS, AN
         OPINION OF COUNSEL SATISFACTORY TO THE COMPANY).

         (b) Authority of Each Lender; Execution of Agreement. Such Lender has
all requisite power and authority to enter into this Agreement, and to perform
the transactions and obligations to be performed by it hereunder. This Agreement
has


                                       17
<PAGE>   18
been duly authorized, executed and delivered by it and constitutes its valid and
legally binding obligation, enforceable in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles or principles
equivalent or similar to equity (regardless of whether enforcement is sought in
a proceeding at law or in equity).

         (c) Accredited Investor. Such Lender is an "accredited investor" as
defined in Rule 501(a) of Regulation D promulgated under the 1933 Act.


                                   ARTICLE VI
                            COVENANTS AND AGREEMENTS

         6.1 Affirmative Covenants. So long as any Indebtedness remains
outstanding under this Agreement and the Notes, the Company covenants and agrees
that it will, and will cause each Subsidiary to:

         (a) Certain Information and SEC Reports. Furnish to the Agent in form
and substance satisfactory to the Agent:

                  (i) within five (5) days after the Company learns of the
commencement or threatened commencement of any material claim or suit, legal or
equitable, or of any administrative, arbitration or other similar proceeding
against the Company or any of its Subsidiaries, or any of their respective
businesses, assets or properties, written notice of the nature and extent of
such suit or proceeding;

                  (ii) within five (5) days after the Company learns of any
circumstance or event which reasonably can be expected to have a material
adverse effect on the assets, properties, liabilities, condition (financial or
otherwise), results of operations, business or prospects of the Company, written
notice of the nature and extent of such circumstance or event;

                  (iii) simultaneously with the transmission thereof to the
Company's stockholders, copies (or notice from an EDGAR watch service) of all
financial statements, proxy statements, reports and any other general written


                                       18
<PAGE>   19
communications which the Company sends to its stockholders and copies (or notice
from an EDGAR watch service) of all registration statements and all regular,
special or periodic reports which the Company files with the SEC or with any
securities exchange on which any of its securities are then listed, and copies
of all press releases and other statements made available generally by the
Company to the public concerning material developments in the Company's
businesses; and

                  (iv) within ten (10) days after any Holder makes a reasonable
request therefor, such other data relating to the business, affairs and
condition (financial or otherwise) of the Company or any of its Subsidiaries.

         (b) Taxes. Pay and discharge all taxes and other governmental charges
before the same shall become overdue, unless and to the extent only that (i)
such payment is being contested in good faith and as to which adequate reserves
(determined in accordance with GAAP) have been established on the books and
records of the Company and (ii) the failure to so pay and discharge such taxes
and other governmental charges would give rise to Liens upon the Company's
properties or any part thereof.

         (c) Insurance. Maintain insurance coverage on its physical assets and
against other business risks in such amounts and of such types as are
customarily carried by companies similar in size and nature, and in the event of
acquisition of additional property, real or personal, or of incurrence of
additional risks of any nature, increase such insurance coverage in such manner
and to such extent as prudent business judgment and present practice would
dictate.

         (d) Examination of Books. Permit the Agent, through its attorneys,
accountants and representatives, to examine the Company's books, accounts,
records, ledgers and assets of every kind and description at all reasonable
times upon prior oral or written request of the Agent, at the Company's cost and
expense (provided that so long as the Company shall not be in Default, the
Company shall be obligated to pay for no more than one (1) such examination).

         (e) Notification of Events of Default, Acceleration or Material Adverse
Effect. Promptly notify the Agent of any condition or event which constitutes,
or with the passage of time and/or the giving of notice would constitute, a
Default or an Event of Default under this Agreement, or of any


                                       19
<PAGE>   20
default under any Contract, and promptly inform the Agent of the existence or
occurrence of any condition or event (other than conditions having an effect on
the economy in general) which could reasonably be anticipated to have a material
adverse effect upon the Company's condition (financial or otherwise).

         (f) Maintenance of Licenses. Maintain in good standing all material
licenses required by any Governmental Authority that may be necessary or
required for the Company and its Subsidiaries to carry on their respective
businesses.

         (g) ERISA Compliance. Comply with all material requirements imposed by
the Employee Retirement Income Security Act of 1974, as amended.

         (h) Compliance with Law. Comply with all applicable laws, rules,
regulations and orders of any Governmental Authority, except where the failure
to so comply will not have a material adverse effect on the financial condition,
business or operations of the Company and its Subsidiaries, taken as a whole,
such compliance to include, without limitation, paying before the same become
delinquent all taxes, assessments and governmental charges imposed upon the
Company or upon its property, except to the extent that compliance with any of
the foregoing is then being contested in good faith and as to which adequate
reserves (determined in accordance with GAAP) have been established on the books
and records of the Company.

         6.2 Negative Covenants . The Company covenants and agrees that so long
as any Indebtedness remains outstanding under this Agreement and any Note,
without the prior written consent of the Holder, which consent will not be
unreasonably withheld or delayed, the Company will not:

                  (a) No Mergers, Etc. Enter into any merger or consolidation or
sell, lease, transfer or dispose of all, substantially all, or any material part
of its assets, except for sales of inventory in the ordinary course of its
business.

                  (b) Limitations on Indebtedness. Become or remain obligated,
or suffer or permit any Subsidiary to become or remain obligated, for any
Indebtedness, except Indebtedness arising pursuant to this Agreement and except
as described on Schedule 6.2(b).

                  (c) Limitations on Mortgages. Create or


                                       20
<PAGE>   21
permit to exist any Lien on the Collateral, other than Liens in favor of the
Lenders.

                                   ARTICLE VII
                                      AGENT

         In order to expedite the transactions contemplated by this Agreement,
VXM is hereby appointed to act as Agent on behalf of the Lenders. Each of the
Lenders and each subsequent holder of any Note, by its acceptance thereof,
irrevocably authorizes the Agent to take such action on its behalf and to
exercise such powers hereunder and under the Security Documents as are
specifically delegated to or required of the Agent by the terms hereof and the
terms thereof together with such actions and powers as are reasonably incidental
thereto. Neither the Agent nor any of its directors, officers, employees or
agents shall be liable as such for any action taken or omitted to be taken by it
or them hereunder or under any of the Security Documents or in connection
herewith or therewith (a) at the request or with the approval of all the Lenders
or (b) in the absence of its or their own gross negligence or willful
misconduct.

         The Company shall be entitled to rely conclusively on the instructions
and decisions of the Agent as to any matter described herein, and no party
hereto shall have any cause of action against the Company for any action taken
by the Company in reliance upon the instructions or decisions of the Agent.
Payment by the Company of the principal balance of all Loans and all accrued
interest to the Agent shall constitute payment to all of the Lenders for all
purposes of this Agreement.

         The Agent is hereby expressly authorized on behalf of the Lenders,
without hereby limiting any implied authority, (a) to receive on behalf of each
of the Lenders any payment of principal of or interest on the Notes outstanding
hereunder and all other amounts accrued hereunder which are paid to the Agent,
and promptly to distribute to each Lender its proper share of all payments so
received, (b) to distribute to each Lender copies of all notices, agreements and
other material as provided for in this Agreement or in the Security Documents as
received by such Agent and (c) to take all actions with respect to this
Agreement and the Security Documents as are specifically delegated to the Agent.

         In the event that (a) the Company fails to pay when due the principal
of or interest on any Note or any fee payable hereunder or (b) the Agent
receives written notice of the occur-


                                       21
<PAGE>   22
rence of a Default or an Event of Default (the Agent being deemed not to have
knowledge of any Default or Event of Default unless and until written notice
thereof is given to the Agent by the Company or a Lender), the Agent within a
reasonable time shall give written notice thereof to the Lenders, and shall take
such action with respect to such Event of Default or other condition or event as
it shall be directed to take by the Lenders; provided, however, that, unless and
until the Agent shall have received such directions, the Agent may take such
action or refrain from taking such action hereunder or under the Security
Documents with respect to a Default or Event of Default as it shall deem
advisable in the best interests of the Lenders.

         The Agent shall not be responsible in any manner to any of the Lenders
for the effectiveness, enforceability, perfection, value, genuineness, validity
or due execution of this Agreement, the Notes or any of the other Security
Documents or Collateral or any other agreements or certificates, requests,
financial statements, notices or opinions of counsel or for any recitals,
statements, warranties or representations contained herein or in any such
instrument or be under any obligation to ascertain or inquire as to the
performance or observance of any of the terms, provisions, covenants,
conditions, agreements or obligations of this Agreement or any of the other
Security Documents or any other agreements on the part of the Company and,
without limiting the generality of the foregoing, the Agent shall, in the
absence of knowledge to the contrary, be entitled to accept any certificate
furnished pursuant to this Agreement or any of the other Security Documents as
conclusive evidence of the facts stated therein and shall be entitled to rely on
any note, notice, consent, certificate, affidavit, letter, statement, order or
other document which it believes in good faith to be genuine and correct and to
have been signed or sent by the proper Person or Persons. It is understood and
agreed that the Agent may exercise its rights and powers under other agreements
and instruments to which it is or may be a party, and engage in other
transactions with the Company, as though it were not Agent of the Lenders
hereunder.

         The Agent shall promptly give notice to the Lenders of the receipt or
sending of any notice, schedule, report, projection, financial statement or
other document or information pursuant to this Agreement or any of the other
Security Documents and shall promptly forward a copy thereof to each Lender.

         Neither the Agent nor any of its directors, officers, employees or
agents shall have any responsibility to the Company


                                       22
<PAGE>   23
on account of the failure or delay in performance or breach by any Lender other
than the Agent of any of its obligations hereunder or to any Lender on account
of the failure of or delay in performance or breach by any other Lender or the
Company of any of their respective obligations hereunder or in connection
herewith.

         The Agent may consult with legal counsel selected by it in connection
with matters arising under this Agreement or any of the other Security Documents
and any action taken or suffered in good faith by it in accordance with the
opinion of such counsel shall be full justification and protection to it. The
Agent may exercise any of its powers and rights and perform any duty under this
Agreement or any of the other Security Documents through agents or attorneys.

         The Agent and the Company may deem and treat the payee of any Note as
the holder thereof until written notice of transfer shall have been delivered as
provided herein by such payee to the Agent and the Company.

         With respect to the Loans made hereunder and the Notes issued to it,
the Agent in its individual capacity and not as an Agent shall have the same
rights, powers and duties hereunder and under any other agreement executed in
connection herewith as any other Lender and may exercise the same as though it
were not the Agent, and the Agent and its affiliates may accept deposits from,
lend money to and generally engage in any kind of business with the Company or
other Affiliate thereof as if it were not the Agent. Each of the Lenders hereby
acknowledges that the Agent and/or one or more Affiliates of the Agent may at
any time and from time to time be a holder of equity interests in the Company.

         Each Lender agrees (i) to reimburse the Agent in the amount of such
Lender's pro rata share (based on the applicable portion of the Loan Commitment
hereunder) of any expenses incurred for its own benefit and for the benefit of
the Lenders by the Agent, including counsel fees and compensation of agents and
employees paid for services rendered on behalf of the Lenders, not reimbursed by
the Company and (ii) to indemnify and hold harmless the Agent and any of its
directors, officers, employees or agents, on demand, in the amount of its pro
rata share, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever which may be imposed on, incurred by or
asserted against it in its capacity


                                       23
<PAGE>   24
as the Agent or any of them in any way relating to or arising out of this
Agreement or any of the other Security Documents or any action taken or omitted
by it or any of them under this Agreement or any of the other Security
Documents, to the extent not reimbursed by the Company; provided, however, that
no Lender shall be liable to the Agent for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgment, suits, costs,
expenses or disbursements resulting from the gross negligence or willful
misconduct of the Agent or any of its directors, officers, employees or agents.

         With respect to the release of Collateral, the Lenders hereby
irrevocably authorize the Agent, at its option and in its discretion, to release
any Lien granted to or held by the Agent upon any property covered by this
Agreement or the other Security Documents (i) upon termination of the Loan
Commitment and payment and satisfaction of all obligations; (ii) constituting
property being sold or disposed of in compliance with the provisions of this
Agreement (and the Agent may rely in good faith conclusively on any such
certificate, without further inquiry); or (iii) constituting property leased to
Company or any Subsidiary under a lease which has expired or been terminated in
a transaction permitted under this Agreement or is about to expire and which has
not been, and is not intended by Company or such Subsidiary to be, renewed or
extended; provided, however, that (x) the Agent shall not be required to execute
any release on terms which, in the Agent's opinion, would expose the Agent to
liability or create any obligation or entail any consequence other than the
release of such Liens without recourse or warranty, and (y) such release shall
not in any manner discharge, affect or impair the obligations of the Company or
any Liens upon (or obligations of the Company in respect of), all interests
retained by the Company, including (without limitation) the proceeds of any
sale, all of which shall continue to constitute part of the property covered by
this Agreement or the Security Documents.

         With respect to perfecting the Lenders' security interest in Collateral
which, in accordance with Article 9 of the Uniform Commercial Code in any
applicable jurisdiction, can be perfected only by possession, each Lender hereby
appoints each other Lender for the purpose of perfecting such interest. Should
any Lender (other than the Agent) obtain possession of any such Collateral, such
Lender shall notify the Agent, and, promptly upon the Agent's request, shall
deliver such Collateral to the Agent or in accordance with the Agent's
instructions. Each Lender agrees that it will not have any right individually to


                                       24
<PAGE>   25
enforce or seek to enforce this Agreement or any Security Document or to realize
upon any Collateral for the Loans, it being understood and agreed that such
rights and remedies may be exercised only by the Agent.

         In the event that a petition seeking relief under any Bankruptcy Law is
filed by or against the Company, the Agent is authorized to file a proof of
claim on behalf of itself and the Lenders in such proceeding for the total
amount owed by the Company. With respect to any such proof of claim which the
Agent may file, each Lender acknowledges that without reliance on such proof of
claim, such Lender shall make its own evaluation as to whether an individual
proof of claim must be filed in respect of amounts owed to such Lender and, if
so, take the steps necessary to prepare and timely file such individual claim.

         Each Lender acknowledges that it has, independently and without
reliance upon the Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement and any other Security Document to which
such Lender is party. Each Lender also acknowledges that it will, independently
and without reliance upon the Agent or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own decisions in taking or not taking action under or based upon this
Agreement, any other Security Document, any related agreement or any document
furnished hereunder.

         Subject to the appointment and acceptance of a successor Agent as
provided below, the Agent may resign at any time by notifying the Lenders and
the Company. Upon any such resignation, the Lenders shall have the right to
appoint a successor agent. If no successor agent shall have been so appointed by
such Lenders and shall have accepted such appointment within 30 days after the
retiring Agent gives notice of its resignation, then the retiring Agent may, on
behalf of the Lenders, appoint a successor agent which shall be a bank with an
office (or an affiliate with an office) in New York, New York, having a combined
capital and surplus of at least $500,000,000. Upon the acceptance of any
appointment as agent hereunder by a successor, such successor shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Agent and the retiring Agent shall be discharged from its duties
and obligations hereunder and under each of the other Security Documents. After
any agent's resignation hereunder, the


                                       25
<PAGE>   26
provisions of this Article shall continue in effect for its benefit in respect
of any actions taken or omitted to be taken by it while it was acting as agent.

         The Lenders hereby acknowledge that the Agent shall be under no duty to
take any discretionary action permitted to be taken by the Agent pursuant to the
provisions of this Agreement or any of the other Security Documents unless it
shall be requested in writing to do so by all the Lenders. The Lenders hereby
further acknowledge that the Agent is not acting as the fiduciary of, or the
trustee for, any of the Lenders and except as expressly set forth herein, the
Agent shall not have any duty to disclose, and shall not be liable for the
failure to disclose, any information communicated to the Agent by or relating to
the Company or any of its Subsidiaries.

                                  ARTICLE VIII
                                  MISCELLANEOUS

         8.1 Waiver and Amendments. No failure or delay on the part of the
Agent in the exercise of any power or right, and no course of dealing between
the Company and the Agent, shall operate as a waiver of such power or right, nor
shall any single or partial exercise of any power or right preclude other or
further exercise thereof or the exercise of any other power or right. Remedies
provided for herein are cumulative and not exclusive of any remedies which may
be available to the Lenders at law or in equity. No notice to or demand on the
Company required hereunder or under any Note shall in any event entitle the
Company to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the right of the Lenders to any other or
further action and any circumstances without notice or demand. Except as may
otherwise be specifically provided in this Agreement, no amendment, modification
or waiver of, or consent with respect to, any provision of this Agreement or any
Note shall in any event be effective with respect to any Lender unless the same
shall be in writing and signed and delivered by the Agent on behalf of such
Lender. Any waiver of any provision of this Agreement or any Note, and any
consent to any departure by the Company from the terms of any provision of this
Agreement or any Note, shall be effective only in the specific instance and for
the specific purpose for which given.

         8.2 Notices. All notices and other communications required or
permitted under this Agreement shall be in writing and, if mailed by prepaid
registered or certified mail, return


                                       26
<PAGE>   27
receipt requested, shall be deemed to have been received on the earlier of the
date shown on the receipt or three (3) Business Days after the post-mark date
thereof. Notices may be given by recognized overnight courier services and shall
be deemed to have been received as of the regularly scheduled time for delivery
established by such courier service. Notices may be given by telecopier (receipt
confirmed) and shall be deemed to have been received upon transmission. In
addition, notices hereunder may be delivered by hand in which event the notice
shall be deemed effective when delivered or by telecopy in which case it shall
be deemed effective upon confirmation of transmission. All notices and other
communications under this Agreement shall be given to the parties hereto at the
following addresses:

                  If to the Company:

                           Balanced Care Corporation
                           1215 Manor Drive
                           Mechanicsburg, Pennsylvania 17055
                           Attention: Robin L. Barber, Senior Vice President
                           and Counsel
                           Fax: (717) 796-6294

                  With a copy to:

                           Kirkpatrick & Lockhart LLP
                           1500 Oliver Building
                           Pittsburgh, Pennsylvania  15222
                           Attention:  Steven J. Adelkoff, Esq.
                           Fax:  (412) 355-6501

                  If to any Lender or the Agent:

                           c/o Unsworth & Associates
                           Herengracht 483
                           Amsterdam, The Netherlands
                           Attention:  Brad Unsworth
                           Fax:  011-31-20-623-2285

                                       27
<PAGE>   28
                  With a copy to:

                           Kaye Scholer LLP
                           425 Park Avenue
                           New York, New York  10022
                           Attention:  Rory A. Greiss, Esq.
                           Fax:  (212) 836-7152

Any party hereto may change the address to which notices shall be directed under
this Section by giving written notice of such change to the other parties.

         8.3 Expenses. The Company shall reimburse the Agent for all of its
reasonable out-of-pocket expenses incurred in the negotiation, preparation,
execution and delivery of this Agreement, the Notes and related matters, and all
related due diligence, including, without limitation, the expenses of legal
counsel and accountants. The Company shall also reimburse each Holder for all of
its out-of-pocket expenses incurred in the administration, waiver, modification
and enforcement of any of its rights under this Agreement and the Note held by
it, including, without limitation, the reasonable expenses of legal counsel and
accountants. In addition, the Company shall be responsible for any documentary
taxes incurred in connection with the transactions contemplated by this
Agreement and the Notes.

         8.4 Severability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.

         8.5 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York without giving effect to
any choice or conflict of law provision or rule (whether of the State of New
York or any other jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of New York.

         8.6 Successors and Assigns. This Agreement shall be binding upon the
Company, the Lenders and the Agent and their respective successors and assigns,
and shall inure to the benefit of Company, the Lenders and the Agent and their
successors and assigns.

                                       28
<PAGE>   29
         8.7 Headings. Headings used in this Agreement are for convenience only
and shall not be used in connection with the interpretation of any provision
hereof.

         8.8 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
separate counterparts shall together constitute one and the same instrument.

         8.9 Withholding Tax. The Lenders acknowledge that the Company will be
required to comply with the requirements of the Internal Revenue Service and
other taxing authorities relative to backup withholding and the Lenders may be
subject to backup withholding depending on their status and compliance with
applicable filing requirements of the Internal Revenue Service and other taxing
authorities.

         8.10 Subordination Agreement. The parties hereto acknowledge that such
parties, Heller Healthcare Finance, Inc. and certain other Persons are parties
to that certain Subordination Agreement, dated as of April 4, 2001, and that the
rights of the Lenders hereunder are subject thereto.

                                    * * * * *





                                       29
<PAGE>   30
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by the undersigned thereunto duly authorized as of the date first
written above.

                                          THE COMPANY:

                                          BALANCED CARE CORPORATION


                                          By: /s/ Robin L. Barber
                                                   Name:  Robin L. Barber
                                                   Title: Senior Vice President
                                                     and Legal Counsel &
                                                     Assistant Secretary
                                          THE 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
                                          THE AGENT:

                                          VXM INVESTMENTS LIMITED, as Agent


                                          By: /s/ J.B. Unsworth
                                                   Name:  J.B. Unsworth
                                                   Title: Director


                                       30
<PAGE>   31
                                   Schedule I

<TABLE>
<CAPTION>
       ISSUER                            HOLDER                      CERTIFICATE            No.
                                                                         NO.           Shares/Units
<S>                               <C>                                <C>               <C>

Balanced Care Realty              Balanced Care Corporation                1                25
at Altoona, Inc.
Balanced Care Realty              Balanced Care Realty                     2                25
at Altoona, Inc.                  at I, Inc.
Balanced Care Realty              Balanced Care Realty                     3                25
at Altoona, Inc.                  at II, Inc.
Balanced Care Realty              Balanced Care Realty                     4                25
at Altoona, Inc.                  at III, Inc.
Balanced Care Realty              Balanced Care Realty                     5                25
at Altoona, Inc.                  at IV, Inc.
Balanced Care Realty              Balanced Care Realty                     6                25
at Altoona, Inc.                  at V, Inc.
Balanced Care Realty              Balanced Care Realty                     7                25
at Altoona, Inc.                  at VI, Inc.
Balanced Care Realty              Balanced Care Realty                     8                25
at Altoona, Inc.                  at VII, Inc.
Balanced Care Realty              Balanced Care Realty                     9                25
at Altoona, Inc.                  at VIII, Inc.
Balanced Care Realty              Balanced Care Realty                    10                25
at Altoona, Inc.                  at IX, Inc.
Balanced Care Realty              Balanced Care Realty                    11                25
at Altoona, Inc.                  at X, Inc.
Balanced Care Realty              Balanced Care Realty                    12                25
at Altoona, Inc.                  at XI, Inc.
Balanced Care Realty              Balanced Care Realty                    13                25
at Altoona, Inc.                  at XII, Inc.
Balanced Care Realty              Balanced Care Realty                    14                25
at Altoona, Inc.                  at XIII, Inc.
</TABLE>
<PAGE>   32
<TABLE>
<S>                               <C>                                <C>               <C>

Balanced Care Realty              Balanced Care Realty                    15                25
at Altoona, Inc.                  at XIV, Inc.
Balanced Care Realty              Balanced Care Realty                    16                25
at Altoona, Inc.                  at XV, Inc.
Balanced Care Realty              Balanced Care Realty                    17                25
at Altoona, Inc.                  at XVI, Inc.
Balanced Care Realty              Balanced Care Realty                    18                25
at Altoona, Inc.                  at XVII, Inc.
Balanced Care Realty              Balanced Care Realty                    19                25
at Altoona, Inc.                  at XVIII, Inc.
Balanced Care Realty              Balanced Care Realty                    20                25
at Altoona, Inc.                  at XIX, Inc.
Balanced Care Realty              Balanced Care Realty                    21                25
at Altoona, Inc.                  at XX, Inc.
Balanced Care Realty              Balanced Care Realty                    22                25
at Altoona, Inc.                  at XXI, Inc.
Balanced Care Realty              Balanced Care Realty                    23                25
at Altoona, Inc.                  at XXII, Inc.
Balanced Care Realty              Balanced Care Realty                    24                25
at Altoona, Inc.                  at XXIII, Inc.
Balanced Care Realty              Balanced Care Realty                    25                25
at Altoona, Inc.                  at XXIV, Inc.
Balanced Care Realty              Balanced Care Realty                    26                25
at Altoona, Inc.                  at XXV, Inc.
Balanced Care Realty              Balanced Care Realty                    27                25
at Altoona, Inc.                  at XXVI, Inc.
</TABLE>
<PAGE>   33
<TABLE>
<S>                               <C>                                <C>               <C>

Balanced Care Realty              Balanced Care Realty                    28                25
at Altoona, Inc.                  at XXVII, Inc.
Balanced Care Realty              Balanced Care Realty                    29                25
at Altoona, Inc.                  at XXVIII, Inc.
Balanced Care Realty              Balanced Care Realty                    30                25
at Altoona, Inc.                  at XXIX, Inc.
Balanced Care Realty              Balanced Care Realty                    31                25
at Altoona, Inc.                  at XXX, Inc.
Balanced Care Realty              Balanced Care Realty                    32                25
at Altoona, Inc.                  at XXXI, Inc.
Balanced Care Realty              Balanced Care Realty                    33                25
at Altoona, Inc.                  at XXXII, Inc.
Balanced Care Realty              Balanced Care Realty                    34                25
at Altoona, Inc.                  at XXXIII, Inc.
Balanced Care Realty              Balanced Care Realty                    35                25
at Altoona, Inc.                  at XXXIV, Inc.
Balanced Care Realty              Balanced Care Realty                    36                25
at Altoona, Inc.                  at XXXV, Inc.
Balanced Care Realty              Balanced Care Realty                    37                25
at Altoona, Inc.                  at XXXVI, Inc.
Balanced Care Realty              Balanced Care Realty                    38                25
at Altoona, Inc.                  at XXXVII, Inc.
Balanced Care Realty              Balanced Care Realty                    39                25
at Altoona, Inc.                  at XXXVIII, Inc.
</TABLE>
<PAGE>   34
<TABLE>
<S>                               <C>                                <C>               <C>

Balanced Care Realty              Balanced Care Realty                    40                25
at Altoona, Inc.                  at XXXIX, Inc.
Balanced Care Realty              Balanced Care Corporation                1                25
at Berwick, Inc.
Balanced Care Realty              Balanced Care Realty                     2                25
at Berwick, Inc.                  at I, Inc.
Balanced Care Realty              Balanced Care Realty                     3                25
at Berwick, Inc.                  at II, Inc.
Balanced Care Realty              Balanced Care Realty                     4                25
at Berwick, Inc.                  at III, Inc.
Balanced Care Realty              Balanced Care Realty                     5                25
at Berwick, Inc.                  at IV, Inc.
Balanced Care Realty              Balanced Care Realty                     6                25
at Berwick, Inc.                  at V, Inc.
Balanced Care Realty              Balanced Care Realty                     7                25
at Berwick, Inc.                  at VI, Inc.
Balanced Care Realty              Balanced Care Realty                     8                25
at Berwick, Inc.                  at VII, Inc.
Balanced Care Realty              Balanced Care Realty                     9                25
at Berwick, Inc.                  at VIII, Inc.
Balanced Care Realty              Balanced Care Realty                    10                25
at Berwick, Inc.                  at IX, Inc.
Balanced Care Realty              Balanced Care Realty                    11                25
at Berwick, Inc.                  at X, Inc.
Balanced Care Realty              Balanced Care Realty                    12                25
at Berwick, Inc.                  at XI, Inc.
Balanced Care Realty              Balanced Care Realty                    13                25
at Berwick, Inc.                  at XII, Inc.
Balanced Care Realty              Balanced Care Realty                    14                25
at Berwick, Inc.                  at XIII, Inc.
</TABLE>
<PAGE>   35
<TABLE>
<S>                               <C>                                <C>               <C>

Balanced Care Realty              Balanced Care Realty                    15                25
at Berwick, Inc.                  at XIV, Inc.
Balanced Care Realty              Balanced Care Realty                    16                25
at Berwick, Inc.                  at XV, Inc.
Balanced Care Realty              Balanced Care Realty                    17                25
at Berwick, Inc.                  at XVI, Inc.
Balanced Care Realty              Balanced Care Realty                    18                25
at Berwick, Inc.                  at XVII, Inc.
Balanced Care Realty              Balanced Care Realty                    19                25
at Berwick, Inc.                  at XVIII, Inc.
Balanced Care Realty              Balanced Care Realty                    20                25
at Berwick, Inc.                  at XIX, Inc.
Balanced Care Realty              Balanced Care Realty                    21                25
at Berwick, Inc.                  at XX, Inc.
Balanced Care Realty              Balanced Care Realty                    22                25
at Berwick, Inc.                  at XXI, Inc.
Balanced Care Realty              Balanced Care Realty                    23                25
at Berwick, Inc.                  at XXII, Inc.
Balanced Care Realty              Balanced Care Realty                    24                25
at Berwick, Inc.                  at XXIII, Inc.
Balanced Care Realty              Balanced Care Realty                    25                25
at Berwick, Inc.                  at XXIV, Inc.
Balanced Care Realty              Balanced Care Realty                    26                25
at Berwick, Inc.                  at XXV, Inc.
Balanced Care Realty              Balanced Care Realty                    27                25
at Berwick, Inc.                  at XXVI, Inc.
</TABLE>
<PAGE>   36
<TABLE>
<S>                               <C>                                <C>               <C>

Balanced Care Realty              Balanced Care Realty                    28                25
at Berwick, Inc.                  at XXVII, Inc.
Balanced Care Realty              Balanced Care Realty                    29                25
at Berwick, Inc.                  at XXVIII, Inc.
Balanced Care Realty              Balanced Care Realty                    30                25
at Berwick, Inc.                  at XXIX, Inc.
Balanced Care Realty              Balanced Care Realty                    31                25
at Berwick, Inc.                  at XXX, Inc.
Balanced Care Realty              Balanced Care Realty                    32                25
at Berwick, Inc.                  at XXXI, Inc.
Balanced Care Realty              Balanced Care Realty                    33                25
at Berwick, Inc.                  at XXXII, Inc.
Balanced Care Realty              Balanced Care Realty                    34                25
at Berwick, Inc.                  at XXXIII, Inc.
Balanced Care Realty              Balanced Care Realty                    35                25
at Berwick, Inc.                  at XXXIV, Inc.
Balanced Care Realty              Balanced Care Realty                    36                25
at Berwick, Inc.                  at XXXV, Inc.
Balanced Care Realty              Balanced Care Realty                    37                25
at Berwick, Inc.                  at XXXVI, Inc.
Balanced Care Realty              Balanced Care Realty                    38                25
at Berwick, Inc.                  at XXXVII, Inc.
Balanced Care Realty              Balanced Care Realty                    39                25
at Berwick, Inc.                  at XXXVIII, Inc.
</TABLE>
<PAGE>   37
<TABLE>
<S>                               <C>                                <C>               <C>

Balanced Care Realty              Balanced Care Realty                    40                25
at Berwick, Inc.                  at XXXIX, Inc.
Balanced Care Realty              Balanced Care Corporation                1                25
at Lewistown, Inc.
Balanced Care Realty              Balanced Care Realty                     2                25
at Lewistown, Inc.                at I, Inc.
Balanced Care Realty              Balanced Care Realty                     3                25
at Lewistown, Inc.                at II, Inc.
Balanced Care Realty              Balanced Care Realty                     4                25
at Lewistown, Inc.                at III, Inc.
Balanced Care Realty              Balanced Care Realty                     5                25
at Lewistown, Inc.                at IV, Inc.
Balanced Care Realty              Balanced Care Realty                     6                25
at Lewistown, Inc.                at V, Inc.
Balanced Care Realty              Balanced Care Realty                     7                25
at Lewistown, Inc.                at VI, Inc.
Balanced Care Realty              Balanced Care Realty                     8                25
at Lewistown, Inc.                at VII, Inc.
Balanced Care Realty              Balanced Care Realty                     9                25
at Lewistown, Inc.                at VIII, Inc.
Balanced Care Realty              Balanced Care Realty                    10                25
at Lewistown, Inc.                at IX, Inc.
Balanced Care Realty              Balanced Care Realty                    11                25
at Lewistown, Inc.                at X, Inc.
Balanced Care Realty              Balanced Care Realty                    12                25
at Lewistown, Inc.                at XI, Inc.
Balanced Care Realty              Balanced Care Realty                    13                25
at Lewistown, Inc.                at XII, Inc.
Balanced Care Realty              Balanced Care Realty                    14                25
at Lewistown, Inc.                at XIII, Inc.
</TABLE>
<PAGE>   38
<TABLE>
<S>                               <C>                                <C>               <C>

Balanced Care Realty              Balanced Care Realty                    15                25
at Lewistown, Inc.                at XIV, Inc.
Balanced Care Realty              Balanced Care Realty                    16                25
at Lewistown, Inc.                at XV, Inc.
Balanced Care Realty              Balanced Care Realty                    17                25
at Lewistown, Inc.                at XVI, Inc.
Balanced Care Realty              Balanced Care Realty                    18                25
at Lewistown, Inc.                at XVII, Inc.
Balanced Care Realty              Balanced Care Realty                    19                25
at Lewistown, Inc.                at XVIII, Inc.
Balanced Care Realty              Balanced Care Realty                    20                25
at Lewistown, Inc.                at XIX, Inc.
Balanced Care Realty              Balanced Care Realty                    21                25
at Lewistown, Inc.                at XX, Inc.
Balanced Care Realty              Balanced Care Realty                    22                25
at Lewistown, Inc.                at XXI, Inc.
Balanced Care Realty              Balanced Care Realty                    23                25
at Lewistown, Inc.                at XXII, Inc.
Balanced Care Realty              Balanced Care Realty                    24                25
at Lewistown, Inc.                at XXIII, Inc.
Balanced Care Realty              Balanced Care Realty                    25                25
at Lewistown, Inc.                at XXIV, Inc.
Balanced Care Realty              Balanced Care Realty                    26                25
at Lewistown, Inc.                at XXV, Inc.
Balanced Care Realty              Balanced Care Realty                    27                25
at Lewistown, Inc.                at XXVI, Inc.
</TABLE>
<PAGE>   39
<TABLE>
<S>                               <C>                                <C>               <C>
Balanced Care Realty              Balanced Care Realty                    28                25
at Lewistown, Inc.                at XXVII, Inc.
Balanced Care Realty              Balanced Care Realty                    29                25
at Lewistown, Inc.                at XXVIII, Inc.
Balanced Care Realty              Balanced Care Realty                    30                25
at Lewistown, Inc.                at XXIX, Inc.
Balanced Care Realty              Balanced Care Realty                    31                25
at Lewistown, Inc.                at XXX, Inc.
Balanced Care Realty              Balanced Care Realty                    32                25
at Lewistown, Inc.                at XXXI, Inc.
Balanced Care Realty              Balanced Care Realty                    33                25
at Lewistown, Inc.                at XXXII, Inc.
Balanced Care Realty              Balanced Care Realty                    34                25
at Lewistown, Inc.                at XXXIII, Inc.
Balanced Care Realty              Balanced Care Realty                    35                25
at Lewistown, Inc.                at XXXIV, Inc.
Balanced Care Realty              Balanced Care Realty                    36                25
at Lewistown, Inc.                at XXXV, Inc.
Balanced Care Realty              Balanced Care Realty                    37                25
at Lewistown, Inc.                at XXXVI, Inc.
Balanced Care Realty              Balanced Care Realty                    38                25
at Lewistown, Inc.                at XXXVII, Inc.
Balanced Care Realty              Balanced Care Realty                    39                25
at Lewistown, Inc.                at XXXVIII, Inc.
</TABLE>
<PAGE>   40
<TABLE>
<S>                               <C>                                <C>               <C>

Balanced Care Realty              Balanced Care Realty                    40                25
at Lewistown, Inc.                at XXXIX, Inc.
Balanced Care Realty              Balanced Care Corporation                1                25
at Peckville, Inc.
Balanced Care Realty              Balanced Care Realty                     2                25
at Peckville, Inc.                at I, Inc.
Balanced Care Realty              Balanced Care Realty                     3                25
at Peckville, Inc.                at II, Inc.
Balanced Care Realty              Balanced Care Realty                     4                25
at Peckville, Inc.                at III, Inc.
Balanced Care Realty              Balanced Care Realty                     5                25
at Peckville, Inc.                at IV, Inc.
Balanced Care Realty              Balanced Care Realty                     6                25
at Peckville, Inc.                at V, Inc.
Balanced Care Realty              Balanced Care Realty                     7                25
at Peckville, Inc.                at VI, Inc.
Balanced Care Realty              Balanced Care Realty                     8                25
at Peckville, Inc.                at VII, Inc.
Balanced Care Realty              Balanced Care Realty                     9                25
at Peckville, Inc.                at VIII, Inc.
Balanced Care Realty              Balanced Care Realty                    10                25
at Peckville, Inc.                at IX, Inc.
Balanced Care Realty              Balanced Care Realty                    11                25
at Peckville, Inc.                at X, Inc.
Balanced Care Realty              Balanced Care Realty                    12                25
at Peckville, Inc.                at XI, Inc.
Balanced Care Realty              Balanced Care Realty                    13                25
at Peckville, Inc.                at XII, Inc.
Balanced Care Realty              Balanced Care Realty                    14                25
at Peckville, Inc.                at XIII, Inc.
</TABLE>
<PAGE>   41
<TABLE>
<S>                               <C>                                <C>               <C>

Balanced Care Realty              Balanced Care Realty                    15                25
at Peckville, Inc.                at XIV, Inc.
Balanced Care Realty              Balanced Care Realty                    16                25
at Peckville, Inc.                at XV, Inc.
Balanced Care Realty              Balanced Care Realty                    17                25
at Peckville, Inc.                at XVI, Inc.
Balanced Care Realty              Balanced Care Realty                    18                25
at Peckville, Inc.                at XVII, Inc.
Balanced Care Realty              Balanced Care Realty                    19                25
at Peckville, Inc.                at XVIII, Inc.
Balanced Care Realty              Balanced Care Realty                    20                25
at Peckville, Inc.                at XIX, Inc.
Balanced Care Realty              Balanced Care Realty                    21                25
at Peckville, Inc.                at XX, Inc.
Balanced Care Realty              Balanced Care Realty                    22                25
at Peckville, Inc.                at XXI, Inc.
Balanced Care Realty              Balanced Care Realty                    23                25
at Peckville, Inc.                at XXII, Inc.
Balanced Care Realty              Balanced Care Realty                    24                25
at Peckville, Inc.                at XXIII, Inc.
Balanced Care Realty              Balanced Care Realty                    25                25
at Peckville, Inc.                at XXIV, Inc.
Balanced Care Realty              Balanced Care Realty                    26                25
at Peckville, Inc.                at XXV, Inc.
Balanced Care Realty              Balanced Care Realty                    27                25
at Peckville, Inc.                at XXVI, Inc.
Balanced Care Realty              Balanced Care Realty                    28                25
at Peckville, Inc.                at XXVII, Inc.
</TABLE>
<PAGE>   42
<TABLE>
<S>                               <C>                                <C>               <C>

Balanced Care Realty              Balanced Care Realty                    29                25
at Peckville, Inc.                at XXVIII, Inc.
Balanced Care Realty              Balanced Care Realty                    30                25
at Peckville, Inc.                at XXIX, Inc.
Balanced Care Realty              Balanced Care Realty                    31                25
at Peckville, Inc.                at XXX, Inc.
Balanced Care Realty              Balanced Care Realty                    32                25
at Peckville, Inc.                at XXXI, Inc.
Balanced Care Realty              Balanced Care Realty                    33                25
at Peckville, Inc.                at XXXII, Inc.
Balanced Care Realty              Balanced Care Realty                    34                25
at Peckville, Inc.                at XXXIII, Inc.
Balanced Care Realty              Balanced Care Realty                    35                25
at Peckville, Inc.                at XXXIV, Inc.
Balanced Care Realty              Balanced Care Realty                    36                25
at Peckville, Inc.                at XXXV, Inc.
Balanced Care Realty              Balanced Care Realty                    37                25
at Peckville, Inc.                at XXXVI, Inc.
Balanced Care Realty              Balanced Care Realty                    38                25
at Peckville, Inc.                at XXXVII, Inc.
Balanced Care Realty              Balanced Care Realty                    39                25
at Peckville, Inc.                at XXXVIII, Inc.
Balanced Care Realty              Balanced Care Realty                    40                25
at Peckville, Inc.                at XXXIX, Inc.
</TABLE>
<PAGE>   43
<TABLE>
<S>                               <C>                                <C>               <C>

Balanced Care Realty              Balanced Care Corporation                1                25
at Reading, Inc.
Balanced Care Realty              Balanced Care Realty                     2                25
at Reading, Inc.                  at I, Inc.
Balanced Care Realty              Balanced Care Realty                     3                25
at Reading, Inc.                  at II, Inc.
Balanced Care Realty              Balanced Care Realty                     4                25
at Reading, Inc.                  at III, Inc.
Balanced Care Realty              Balanced Care Realty                     5                25
at Reading, Inc.                  at IV, Inc.
Balanced Care Realty              Balanced Care Realty                     6                25
at Reading, Inc.                  at V, Inc.
Balanced Care Realty              Balanced Care Realty                     7                25
at Reading, Inc.                  at VI, Inc.
Balanced Care Realty              Balanced Care Realty                     8                25
at Reading, Inc.                  at VII, Inc.
Balanced Care Realty              Balanced Care Realty                     9                25
at Reading, Inc.                  at VIII, Inc.
Balanced Care Realty              Balanced Care Realty                    10                25
at Reading, Inc.                  at IX, Inc.
Balanced Care Realty              Balanced Care Realty                    11                25
at Reading, Inc.                  at X, Inc.
Balanced Care Realty              Balanced Care Realty                    12                25
at Reading, Inc.                  at XI, Inc.
Balanced Care Realty              Balanced Care Realty                    13                25
at Reading, Inc.                  at XII, Inc.
Balanced Care Realty              Balanced Care Realty                    14                25
at Reading, Inc.                  at XIII, Inc.
</TABLE>
<PAGE>   44
<TABLE>
<S>                               <C>                                <C>               <C>

Balanced Care Realty              Balanced Care Realty                    15                25
at Reading, Inc.                  at XIV, Inc.
Balanced Care Realty              Balanced Care Realty                    16                25
at Reading, Inc.                  at XV, Inc.
Balanced Care Realty              Balanced Care Realty                    17                25
at Reading, Inc.                  at XVI, Inc.
Balanced Care Realty              Balanced Care Realty                    18                25
at Reading, Inc.                  at XVII, Inc.
Balanced Care Realty              Balanced Care Realty                    19                25
at Reading, Inc.                  at XVIII, Inc.
Balanced Care Realty              Balanced Care Realty                    20                25
at Reading, Inc.                  at XIX, Inc.
Balanced Care Realty              Balanced Care Realty                    21                25
at Reading, Inc.                  at XX, Inc.
Balanced Care Realty              Balanced Care Realty                    22                25
at Reading, Inc.                  at XXI, Inc.
Balanced Care Realty              Balanced Care Realty                    23                25
at Reading, Inc.                  at XXII, Inc.
Balanced Care Realty              Balanced Care Realty                    24                25
at Reading, Inc.                  at XXIII, Inc.
Balanced Care Realty              Balanced Care Realty                    25                25
at Reading, Inc.                  at XXIV, Inc.
Balanced Care Realty              Balanced Care Realty                    26                25
at Reading, Inc.                  at XXV, Inc.
Balanced Care Realty              Balanced Care Realty                    27                25
at Reading, Inc.                  at XXVI, Inc.
Balanced Care Realty              Balanced Care Realty                    28                25
at Reading, Inc.                  at XXVII, Inc.
</TABLE>
<PAGE>   45
<TABLE>
<S>                               <C>                                <C>               <C>

Balanced Care Realty              Balanced Care Realty                    29                25
at Reading, Inc.                  at XXVIII, Inc.
Balanced Care Realty              Balanced Care Realty                    30                25
at Reading, Inc.                  at XXIX, Inc.
Balanced Care Realty              Balanced Care Realty                    31                25
at Reading, Inc.                  at XXX, Inc.
Balanced Care Realty              Balanced Care Realty                    32                25
at Reading, Inc.                  at XXXI, Inc.
Balanced Care Realty              Balanced Care Realty                    33                25
at Reading, Inc.                  at XXXII, Inc.
Balanced Care Realty              Balanced Care Realty                    34                25
at Reading, Inc.                  at XXXIII, Inc.
Balanced Care Realty              Balanced Care Realty                    35                25
at Reading, Inc.                  at XXXIV, Inc.
Balanced Care Realty              Balanced Care Realty                    36                25
at Reading, Inc.                  at XXXV, Inc.
Balanced Care Realty              Balanced Care Realty                    37                25
at Reading, Inc.                  at XXXVI, Inc.
Balanced Care Realty              Balanced Care Realty                    38                25
at Reading, Inc.                  at XXXVII, Inc.
Balanced Care Realty              Balanced Care Realty                    39                25
at Reading, Inc.                  at XXXVIII, Inc.
Balanced Care Realty              Balanced Care Realty                    40                25
at Reading, Inc.                  at XXXIX, Inc.
</TABLE>
<PAGE>   46
<TABLE>
<S>                               <C>                                <C>               <C>

Balanced Care Realty              Balanced Care Corporation                1                25
at Scranton, Inc.
Balanced Care Realty              Balanced Care Realty                     2                25
at Scranton, Inc.                 at I, Inc.
Balanced Care Realty              Balanced Care Realty                     3                25
at Scranton, Inc.                 at II, Inc.
Balanced Care Realty              Balanced Care Realty                     4                25
at Scranton, Inc.                 at III, Inc.
Balanced Care Realty              Balanced Care Realty                     5                25
at Scranton, Inc.                 at IV, Inc.
Balanced Care Realty              Balanced Care Realty                     6                25
at Scranton, Inc.                 at V, Inc.
Balanced Care Realty              Balanced Care Realty                     7                25
at Scranton, Inc.                 at VI, Inc.
Balanced Care Realty              Balanced Care Realty                     8                25
at Scranton, Inc.                 at VII, Inc.
Balanced Care Realty              Balanced Care Realty                     9                25
at Scranton, Inc.                 at VIII, Inc.
Balanced Care Realty              Balanced Care Realty                    10                25
at Scranton, Inc.                 at IX, Inc.
Balanced Care Realty              Balanced Care Realty                    11                25
at Scranton, Inc.                 at X, Inc.
Balanced Care Realty              Balanced Care Realty                    12                25
at Scranton, Inc.                 at XI, Inc.
Balanced Care Realty              Balanced Care Realty                    13                25
at Scranton, Inc.                 at XII, Inc.
Balanced Care Realty              Balanced Care Realty                    14                25
at Scranton, Inc.                 at XIII, Inc.
Balanced Care Realty              Balanced Care Realty                    15                25
at Scranton, Inc.                 at XIV, Inc.
</TABLE>
<PAGE>   47
<TABLE>
<S>                               <C>                                <C>               <C>

Balanced Care Realty              Balanced Care Realty                    16                25
at Scranton, Inc.                 at XV, Inc.
Balanced Care Realty              Balanced Care Realty                    17                25
at Scranton, Inc.                 at XVI, Inc.
Balanced Care Realty              Balanced Care Realty                    18                25
at Scranton, Inc.                 at XVII, Inc.
Balanced Care Realty              Balanced Care Realty                    19                25
at Scranton, Inc.                 at XVIII, Inc.
Balanced Care Realty              Balanced Care Realty                    20                25
at Scranton, Inc.                 at XIX, Inc.
Balanced Care Realty              Balanced Care Realty                    21                25
at Scranton, Inc.                 at XX, Inc.
Balanced Care Realty              Balanced Care Realty                    22                25
at Scranton, Inc.                 at XXI, Inc.
Balanced Care Realty              Balanced Care Realty                    23                25
at Scranton, Inc.                 at XXII, Inc.
Balanced Care Realty              Balanced Care Realty                    24                25
at Scranton, Inc.                 at XXIII, Inc.
Balanced Care Realty              Balanced Care Realty                    25                25
at Scranton, Inc.                 at XXIV, Inc.
Balanced Care Realty              Balanced Care Realty                    26                25
at Scranton, Inc.                 at XXV, Inc.
Balanced Care Realty              Balanced Care Realty                    27                25
at Scranton, Inc.                 at XXVI, Inc.
Balanced Care Realty              Balanced Care Realty                    28                25
at Scranton, Inc.                 at XXVII, Inc.
</TABLE>
<PAGE>   48
<TABLE>
<S>                               <C>                                <C>               <C>

Balanced Care Realty              Balanced Care Realty                    29                25
at Scranton, Inc.                 at XXVIII, Inc.
Balanced Care Realty              Balanced Care Realty                    30                25
at Scranton, Inc.                 at XXIX, Inc.
Balanced Care Realty              Balanced Care Realty                    31                25
at Scranton, Inc.                 at XXX, Inc.
Balanced Care Realty              Balanced Care Realty                    32                25
at Scranton, Inc.                 at XXXI, Inc.
Balanced Care Realty              Balanced Care Realty                    33                25
at Scranton, Inc.                 at XXXII, Inc.
Balanced Care Realty              Balanced Care Realty                    34                25
at Scranton, Inc.                 at XXXIII, Inc.
Balanced Care Realty              Balanced Care Realty                    35                25
at Scranton, Inc.                 at XXXIV, Inc.
Balanced Care Realty              Balanced Care Realty                    36                25
at Scranton, Inc.                 at XXXV, Inc.
Balanced Care Realty              Balanced Care Realty                    37                25
at Scranton, Inc.                 at XXXVI, Inc.
Balanced Care Realty              Balanced Care Realty                    38                25
at Scranton, Inc.                 at XXXVII, Inc.
Balanced Care Realty              Balanced Care Realty                    39                25
at Scranton, Inc.                 at XXXVIII, Inc.
Balanced Care Realty              Balanced Care Realty                    40                25
at Scranton, Inc.                 at XXXIX, Inc.
</TABLE>
<PAGE>   49
<TABLE>
<S>                               <C>                                <C>               <C>

Balanced Care Realty              Balanced Care Corporation                1                25
at State College, Inc.
Balanced Care Realty              Balanced Care Realty                     2                25
at State College, Inc.            at I, Inc.
Balanced Care Realty              Balanced Care Realty                     3                25
at State College, Inc.            at II, Inc.
Balanced Care Realty              Balanced Care Realty                     4                25
at State College, Inc.            at III, Inc.
Balanced Care Realty              Balanced Care Realty                     5                25
at State College, Inc.            at IV, Inc.
Balanced Care Realty              Balanced Care Realty                     6                25
at State College, Inc.            at V, Inc.
Balanced Care Realty              Balanced Care Realty                     7                25
at State College, Inc.            at VI, Inc.
Balanced Care Realty              Balanced Care Realty                     8                25
at State College, Inc.            at VII, Inc.
Balanced Care Realty              Balanced Care Realty                     9                25
at State College, Inc.            at VIII, Inc.
Balanced Care Realty              Balanced Care Realty                    10                25
at State College, Inc.            at IX, Inc.
Balanced Care Realty              Balanced Care Realty                    11                25
at State College, Inc.            at X, Inc.
Balanced Care Realty              Balanced Care Realty                    12                25
at State College, Inc.            at XI, Inc.
Balanced Care Realty              Balanced Care Realty                    13                25
at State College, Inc.            at XII, Inc.
Balanced Care Realty              Balanced Care Realty                    14                25
at State College, Inc.            at XIII, Inc.
Balanced Care Realty              Balanced Care Realty                    15                25
at State College, Inc.            at XIV, Inc.
</TABLE>
<PAGE>   50
<TABLE>
<S>                               <C>                                <C>               <C>

Balanced Care Realty              Balanced Care Realty                    16                25
at State College, Inc.            at XV, Inc.
Balanced Care Realty              Balanced Care Realty                    17                25
at State College, Inc.            at XVI, Inc.
Balanced Care Realty              Balanced Care Realty                    18                25
at State College, Inc.            at XVII, Inc.
Balanced Care Realty              Balanced Care Realty                    19                25
at State College, Inc.            at XVIII, Inc.
Balanced Care Realty              Balanced Care Realty                    20                25
at State College, Inc.            at XIX, Inc.
Balanced Care Realty              Balanced Care Realty                    21                25
at State College, Inc.            at XX, Inc.
Balanced Care Realty              Balanced Care Realty                    22                25
at State College, Inc.            at XXI, Inc.
Balanced Care Realty              Balanced Care Realty                    23                25
at State College, Inc.            at XXII, Inc.
Balanced Care Realty              Balanced Care Realty                    24                25
at State College, Inc.            at XXIII, Inc.
Balanced Care Realty              Balanced Care Realty                    25                25
at State College, Inc.            at XXIV, Inc.
Balanced Care Realty              Balanced Care Realty                    26                25
at State College, Inc.            at XXV, Inc.
Balanced Care Realty              Balanced Care Realty                    27                25
at State College, Inc.            at XXVI, Inc.
Balanced Care Realty              Balanced Care Realty                    28                25
at State College, Inc.            at XXVII, Inc.
</TABLE>
<PAGE>   51
<TABLE>
<S>                               <C>                                <C>               <C>

Balanced Care Realty              Balanced Care Realty                    29                25
at State College, Inc.            at XXVIII, Inc.
Balanced Care Realty              Balanced Care Realty                    30                25
at State College, Inc.            at XXIX, Inc.
Balanced Care Realty              Balanced Care Realty                    31                25
at State College, Inc.            at XXX, Inc.
Balanced Care Realty              Balanced Care Realty                    32                25
at State College, Inc.            at XXXI, Inc.
Balanced Care Realty              Balanced Care Realty                    33                25
at State College, Inc.            at XXXII, Inc.
Balanced Care Realty              Balanced Care Realty                    34                25
at State College, Inc.            at XXXIII, Inc.
Balanced Care Realty              Balanced Care Realty                    35                25
at State College, Inc.            at XXXIV, Inc.
Balanced Care Realty              Balanced Care Realty                    36                25
at State College, Inc.            at XXXV, Inc.
Balanced Care Realty              Balanced Care Realty                    37                25
at State College, Inc.            at XXXVI, Inc.
Balanced Care Realty              Balanced Care Realty                    38                25
at State College, Inc.            at XXXVII, Inc.
Balanced Care Realty              Balanced Care Realty                    39                25
at State College, Inc.            at XXXVIII, Inc.
Balanced Care Realty              Balanced Care Realty                    40                25
at State College, Inc.            at XXXIX, Inc.
</TABLE>
<PAGE>   52
<TABLE>
<S>                               <C>                                <C>               <C>

Balanced Care Realty              Balanced Care Corporation                1              1,000
at Mansfield, Inc.
Balanced Care Realty              Balanced Care Corporation                1              1,000
at Martinsburg, Inc.
Balanced Care Realty              Balanced Care Corporation                1              1,000
at Maumelle, Inc.
Balanced Care Realty              Balanced Care Corporation                1              1,000
at Mountain Home, Inc.
Balanced Care Realty              Balanced Care Corporation                1              1,000
at Sherwood, Inc.
Extended Care Operators of        BCC at Harrisburg, Inc.                  6               100
Harrisburg, L.L.C.
C&G Healthcare at                 Balanced Care at                       002               100
Tallahassee, L.L.C.               Tallahassee, Inc.
C&G Healthcare at                 Balanced Care at                       002               100
Pensacola, L.L.C.                 Pensacola, Inc.
Elder Care Operators of           Balanced Care at Lakemont              006               100
Lakemont Farms, LLC               Farms, Inc.
Elder Care Operators of           Balanced Care at                       006               100
Hilliard, LLC                     Hilliard, Inc.
Elder Care Operators of           Balanced Care at Akron, Inc.           006               100
Akron, LLC
Elder Care Operators of           Balanced Care at York, Inc.            006               100
York, LLC
C&G Healthcare at                 Balanced Care at                       002               100
Hagerstown, L.L.C.                Hagerstown, Inc.
Elder Care Operators of           Balanced Care at Bristol, Inc.         006               100
Bristol, LLC
</TABLE>
<PAGE>   53
<TABLE>
<S>                               <C>                                <C>               <C>

C&G Healthcare of                 Balanced Care at Johnson               002               100
Johnson City, L.L.C.              City, Inc.
Elder Care Operators of           Balanced Care at Murfreesboro,         006               100
Murfreesboro, LLC                 Inc.
C&G Healthcare at                 Balanced Care at Teay's                002               100
Teay's Valley L.L.C.              Valley, Inc.
BCC at West View, Inc.            Balanced Care Corporation                1              1,000
BCC at Mid-Valley, Inc.           Balanced Care Corporation                1              1,000
BCC at Old Forge, Inc.            Balanced Care Corporation                1              1,000
BCC at Bloomsburg, Inc.           Balanced Care Corporation                1              1,000
BCC at Kingston I, Inc.           Balanced Care Corporation                1              1,000
BCC at Kingston II, Inc.          Balanced Care Corporation                1              1,000
BCC at Blakely, Inc.              Balanced Care Corporation                1              1,000
BCC at Harrisburg, Inc.           Balanced Care Corporation                1              1,000
Balanced Care at                  Balanced Care Corporation                1              1,000
Tallahassee, Inc.
Balanced Care at                  Balanced Care Corporation                1              1,000
Pensacola, Inc.
Balanced Care at Lakemont         Balanced Care Corporation                1              1,000
Farms, Inc.
</TABLE>
<PAGE>   54
<TABLE>
<S>                               <C>                                <C>               <C>

Balanced Care at                  Balanced Care Corporation                1              1,000
Hilliard, Inc.
Balanced Care at Akron, Inc.      Balanced Care Corporation                1              1,000
Balanced Care at York, Inc.       Balanced Care Corporation                2              1,000
Balanced Care at                  Balanced Care Corporation                1              1,000
Hagerstown, Inc.
Balanced Care at                  Balanced Care Corporation                1              1,000
Bristol, Inc.
Balanced Care at Johnson          Balanced Care Corporation                1              1,000
City, Inc.
Balanced Care at                  Balanced Care Corporation                1              1,000
Murfreesboro, Inc.
Balanced Care at Teay's           Balanced Care Corporation                1              1,000
Valley, Inc.
BCC at Darlington, Inc.           Balanced Care Corporation                1              1,000
Balanced Care at Butler, Inc.     Balanced Care Corporation                1              1,000
Balanced Care at Eyers            Balanced Care Corporation                1              1,000
Grove, Inc.
Balanced Care at North            Balanced Care Corporation                1              1,000
Ridge, Inc.
Balanced Care at Sarver, Inc.     Balanced Care Corporation                1              1,000
</TABLE>
<PAGE>   55
                                   Schedule 2


<TABLE>
<S>                                            <C>
Satisfaction of IPC Promissory Note            $ 8,447,611
Repayment of IPC Convertible Debenture          14,933,946
Extension of current debt                        1,621,967
Interim Financing                                1,000,000
</TABLE>


</TEXT>
</DOCUMENT>
